TRADING SOLUTIONS COM INC, SB-2, 1999-08-23

TRADING SOLUTIONS COM INC
SB-2, 1999-08-23

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As filed with the Securities and Exchange Commission on ________, 1999

Registration No.____________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------
TRADING SOLUTIONS.com, INC.
(Exact name of registrant as specified in its charter)

NEVADA 88-0425691 6289
- ------ ---------- ----
(State or other (IRS Employee (Primary Standard Industrial
jurisdiction of Identification Number) Classification Code Number)
incorporation or
organization)

200 Camino Aguajito, Suite 200
Monterey, CA 93940
(831) 375-6229

--------------------------
Natalie Shahvaran
200 Camino Aguajito, Suite 200
Monterey, CA 93940
(831) 375-6229

Copies of all communications to:
Gary R. Blume, Esq.
Blume Law Firm, P.C.
11801 North Tatum Boulevard, Suite 108
Phoenix, Arizona 85028-1612

Approximate date of commencement of proposed public offering: August 23, 1999.

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

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. [ ]

<PAGE>

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

<TABLE>

CALCULATION OF REGISTRATION FEE
<CAPTION>

Title of each Proposed
class of Amount Maximum Proposed Amount of
Securities to to be Offering Price Maximum Registration
be registered Registered Per Share Offering Price Fee
- ------------- ---------- --------- -------------- ---
<S> <C> <C> <C> <C>
Common Stock, 150,000 $2.00 $300,000.00 $88.50
$0.01 par value

Total 150,000 $2.00 $300,000.00 $88.50
</TABLE>

(1) Estimated solely for calculation of the amount of the registration fee
calculated pursuant to Rule 457(c).

The Exhibit Index appears on page 23 of the sequentially numbered pages of
this Registration Statement. This Registration Statement, including exhibits,
contains 46 pages.

<PAGE>
150,000 Shares
TRADING SOLUTIONS.COM, INC.
Common Stock

All of the 150,000 shares of Common Stock offered in this offering ( the
"Offering") are being issued and sold by Trading Solutions.com, Inc. (the
"Company").

Prior to this offering, there has been no public market for the Common
Stock of the Company.

The summary of the prospectus required by Item 503 of Regulation S-B
regarding material risks in connection with the purchase of the securities may
be found under Item 3 of this Form SB-2. See "Risk Factors" beginning on page 6
for a discussion of certain factors that should be considered by prospective
investors.

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

Price to Public Proceeds to Company
<S> <C> <C>
Per Share $ 2.00 $ 300,000
Total $ 2.00 $ 300,000

</TABLE>

The date of this Offering Statement is August 23, 1999

Certain persons participating in this offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the Common Stock,
including by entering stabilizing bids or effecting syndicate covering
transactions. For a description of these activities, see "Underwriting."

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH ANY OFFER
CONTAINED HEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS CONSTITUTE AN OFFER OF ANY SECURITIES OR AN
OFFER OF THE SHARES IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

THE SHARES OF COMMON STOCK ARE OFFERED BY THE UNDERWRITER SUBJECT TO PRIOR
SALE, WITHDRAWAL, CANCELLATION OR MODIFICATION THROUGH AN AMENDMENT TO THE
REGISTRATION STATEMENT OR TERMINATION OF THE OFFERING WITHOUT NOTICE. THE
UNDERWRITER RESERVES THE RIGHT TO REJECT ORDERS, IN WHOLE OR IN PART, FOR THE
PURCHASE OF THE SHARES OFFERED HEREBY.

UNTIL SEPTEMBER 11, 1999 (25 DAYS FROM THE DATE OF THE PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

<PAGE>

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2 under the Securities Act of 1933 with
respect to the Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules to the Registration Statement. For further information with respect to
the Company and such Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules filed as a part of the
Registration Statement. Statements contained in this Prospectus concerning the
contents of any contract or any other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or
document filed as an exhibit to the Registration Statement. Each such statement
is qualified in all respects by such reference to such exhibit. The Registration
Statement, including exhibits and schedules thereto, as well as the reports and
other information filed by the Company with the Securities and Exchange
Commission, may be inspected without charge at the Public Reference Room of the
Securities and Exchange Commission's principal office at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Securities and Exchange
Commission's regional offices at 13th Floor, Seven World Trade Center, New York,
N.Y. 10048, and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Securities Exchange Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Electronic
filing made through the Electronic Data Gathering Analysis and Retrieval System
are also publicly available through the Securities and Exchange Commission's Web
site (http://www.sec.gov).

Investors are cautioned that this registration statement contains certain
trend analysis and other forward looking statements that involve risks and
uncertainties. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward looking statements. These
statements are based on current expectations and projections about the online
trading industry and assumptions made by management and are not guarantees of
future performance. Therefore, actual events and results may differ materially
from those expressed or forecasted in the forward looking statements due to
factors such as the effect of changing economic conditions, material changes in
currency exchange rates, conditions in the overall online trading market, risks
associated with product demand and market acceptance risks, the impact of
competitive products and pricing, delays in new product development and
technological risks and other risk factors identified in the Company's filings
with the Securities and Exchange Commission, including the Company's Form 10-K
Report.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this Prospectus.

The Company
- -----------

Trading Solutions.com, Inc. is an educational company instructing people in
online investing. The Company offers a wide range of educational programs
designed for people of different ages, backgrounds, and goals.

<TABLE>

The Offering
- ------------

<S> <C>
Securities Being Offered 150,000 Shares of Common Stock

Common Stock Outstanding
Prior to this Offering 2,700,000 Shares of Common Stock

Common Stock Offered
by this Company 150,000 Shares

Common Stock Outstanding

After this Offering 2,850,000 Shares

</TABLE>
<PAGE>

Use of Proceeds
- ---------------

The Company intends to earn $300,000 from the sale of the securities. The
Company will rely on the proceeds from this offering to pay legal and accounting
fees and obtain working capital. The Company will spend $100,000 on new school
openings and $ 100,000 on advertising when website becomes operating. The
remaining proceeds will be used to develop and maintain the website as well as
the online store. See "Use of Proceeds".

Risk Factors
- ------------

Investment in the Company involves certain general business risks and risks
specifically inherent in the medical industry. As detailed elsewhere, this is a
start-up company subject to federal and state regulation. Conversion of
preferred stock and related warrants may obligate the Company to issue more
shares than the number to be registered. In theory, there is no limit to the
number that would be required, should the share price fall substantially below
historical levels; this may have a negative effect on the market price of the
shares of the common stock of the Company. This registration involves the sale
of up to 150,000 shares of common stock of the Company. Past investors received
the protection of the regulations regarding restricted securities and the
inability of the holder to freely trade those securities. With this registration
the securities will be freely tradeable and may cause a negative impact on the
market if exercised and traded. See "Risk Factors."

SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial information and other
equity information of the Company. The summary financial information in the
tables is derived from the financial statements of the Company and should be
read in conjunction with the financial statements, related notes and other
financial information included herein. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS" and "FINANCIAL STATEMENTS."
<TABLE>

Statement of Operations Data
<CAPTION>

Period Ended
June 30, 1999
<S> <C>
Revenues (32,290)

Expenses
General and Administrative (31,476)
Total Expenses (31,476)

Other Income and Expenses
Interest Income (14)

Net Loss
Net Loss Available to
Common Stockholders

Net (Loss) Per Share of
Common Stock (0.012)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Period Ended
June 30, 1999
<S> <C>
ASSETS
Current assets
Cash in bank $ 17,381
Prepaid rent 677
Total current assets 18,058

Furniture and equipment
Equipment 2,206
Furniture 600
2,806
Accumulated depreciation (44)
2,762
Total assets $ 20,820

LIABILITIES AND STOCKHOLDERS EQUITY

Current liabilities
Accounts payable $ 5,770
State corporate tax liability 800
Total current liabilities 6,570
Total liabilities 6,570
Stockholders' equity
Common stock, 20,000,000 shares authorized at a
par value of .0 1. 2,627,000 outstanding 26,270
Paid in capital 20,270
Deficit incurred during development stage (32,290)
Total stockholder's equity 14,250
Total liabilities and
stockholder's equity $ 20,820
</TABLE>

RISK FACTORS

The securities being offered hereby involve a substantial risk. An
individual considering the purchase of the Shares should give consideration to
the following risk factors:

No Market Studies
- -----------------

In formulating its business plan, the Company has relied on the judgment of
its officers, directors and consultants. No formal independent market studies
concerning the demand for the Company's proposed services have been conducted,
nor are any planned. The effect of the sale of the Securities has not been
analyzed for its effect on the operations of the Company, the ability of the
Company to obtain funds or financing or the variations in share price due to
additional shares being available for sale.

Lack of Operating History
- -------------------------

The Company was organized in 1999 and has been continually developing since
that time. Since the Company has not proven the essential elements of profitable
operations, investors will be furnishing venture capital to the Company and will
bear the risk of complete loss of their investment in the event the Company's
business plan is unsuccessful. The Company has only limited experience and is
expanding its operations , which may or may not provide profits to the Company.
The Company had no revenue as of June 30, 1999. The Company has also not been
profitable, having an accumulated loss of $32,290 in 1999.

<PAGE>

Sale of Securities May Negatively Affect Funding Attempts
- ---------------------------------------------------------

The sale of the securities may cause difficulty in the Company obtaining
funding , which may impede the operations in a negative way. As of July 31,
1999, there are 2,700,000 outstanding shares of common stock. This registration
will result in up to 150,00 additional shares of the Company's common stock
being introduced to the market, assuming all of the shared offered are sold.

Continued Control by Existing Management
- ----------------------------------------

The Company's management currently owns a substantial stake in the
Company's outstanding Common Stock. Many of the shares of Common Stock will be
issued as a result of the exercise of the Options, Warrants and other
instruments will provide that management will obtain additional shares in the
common stock of the Company. Accordingly, new shareholders will lack an
effective vote with respect to the election of directors and other corporate
matters.

Dividends
- ---------

The Company's Board of Directors presently intends to cause the Company to
follow a policy of retaining earnings, if any, for the purpose of increasing the
net worth and reserves of the Company. Therefore, there can be no assurance that
any holder of Common Stock will receive any cash, stock or other dividends on
his shares of Common Stock. Future dividends on Common Stock, if any, will
depend on future earnings, financing requirements and other factors. Since the
time of inception the Company has paid no dividends to shareholders.

Dependance on Executive Officers
- --------------------------------

The Company is highly dependent on the services of its officers. Attracting
and retaining qualified personnel is critical to the Company's business plan. No
assurances can be given that the Company will be able to retain or attract such
qualified personnel or agents, or to implement its business plan successfully.
Should the Company be unable to attract and retain the qualified personnel
necessary, the ability of the Company to implement its business plan
successfully would be limited.

Dilution to Shareholders
- ------------------------

The securities currently held by investors will be subject to dilution in
market value as more securities are available for trading. As detailed elsewhere
in this registration statement (see "DILUTION"), if all of the securities,
including those not subject to this registration statement, were to be
exercised, it would result in 2,850,000 shares outstanding, as opposed to a
total of 2,700,000 shares of common stock outstanding as of July 31, 1999. Even
though not all of these shares will be free trading, all of them may cause the
market price of the shares of common stock of the Company to decrease.

Going Concern Status
- --------------------

The Company is a development stage Company as defined in Financial
Accounting Standards Board Statement No. 7. The Company is devoting
substantially all of its present efforts in establishing a new business and
although planned principal operations have commenced, there have been no
significant revenues. Management's plans regarding the matters which raise
doubts about the Company's ability to continue as a going concern are disclosed
in Note 1 to the financial statements. These factors raise substantial doubt
about its ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

<PAGE>

Arbitrary Offering Price
- ------------------------

Prior to the offering made hereby, there has been no market for the
Company's Common Stock. The offering price of the Shares has been arbitrarily
determined by the Company and bears no relationship to assets, book value, net
worth, earnings, actual results of operations, or any other established
investment criteria. Among the factors considered in determining such offering
price were the Company's current financial condition, the degree of control
which the current shareholders desired to retain, and an evaluation of the
prospects for the Company's growth.

Success Dependant On Growth Of Internet Related Industries
- ----------------------------------------------------------

Our future growth will greatly depend upon continued growth in the use of
the Internet. Even though our online school and our e-commerce business will not
be the only sources of income for the company, we are uncertain if the Company
can maintain the profit and growth level expected. Some of the issues concerning
the increased use of the Internet include reliability, cost, access, and
security, which may affect further development of online services and electronic
commerce in general, as well as the market for our services and products.

Use of Proceeds Not Specific
- ----------------------------

The proceeds of this offering have been allocated only generally. Proceeds
from sale of the Shares will most likely be allocated to working capital,
administrative expenses, and an e-commerce business acquisition. Accordingly,
investors will entrust their funds with management on whose judgment investors
must depend.

Potential Loss of Investment
- ----------------------------

As with an investment in any emerging growth Company, ownership of common
shares of the Company may involve a high degree of risk, and is not recommended
for the investors who cannot reasonably bear the risk of a total loss of their
investment.

USE OF PROCEEDS

The Company will rely on the proceeds from this offering to pay the legal
and accounting fees and working capital. We intend to open several trading
schools throughout California. We will spend up to $100,000 on the school
openings and development. We intend to spend up to $100,000 on advertising once
our web site becomes operating. The rest of proceeds will be used to develop and
maintain our web site as well as our online store.

DETERMINATION OF OFFERING PRICE

Because there has been no prior public trading market for our common stock,
the initial public offering price of the common stock has been determined by
negotiations between ourselves and the underwriter and is not necessarily
related to our asset value, net worth or other criteria of value. The factors
considered in determining the offering price include an evaluation by management
of the history of and prospects for the industry in which we compete and our
earnings prospects. Factors such as our financial results, announcements of
developments related to our business, and the introduction of products and
product enhancements by ourselves or our competitors may have a significant
impact on the market price of our securities.

DILUTION

As of July 31, 1999, the Company had issued 2,700,000 shares of Common
Stock and the net tangible book value per share of the Common Stock (the
Company's net tangible assets less its liabilities divided by the number of
shares of Common Stock then outstanding) was $.0053 per share of Common Stock.
After giving effect to the receipt of the estimated net proceeds from the sale
of all of the Shares, and assuming that the offering price of the Shares is
$2.00 per Share, the purchasers will have paid a total of $300,000 for 150,000
shares of Common Stock and the net tangible book value of the Company's
presently outstanding shares will increase to $.1073 per share. The investors
will experience a corresponding dilution of $1.89 per share from the offering
price. If a smaller number of Shares is sold, the dilution to the investors will
be greater than that indicated above as indicated in the table below.

"Dilution" is normally defined as the difference between the offering price
per share of Common Stock and the net tangible book value per share of Common
Stock immediately after the offering. The following table illustrates the per
share dilution to new investors:

<S> <C>
Offering Price per share $2.00
Net tangible book value per share before offering $0.0053
Increase in net tangible book value per share attributable
to investors purchasing in this offering $0.1073
Pro forma net tangible book value per share after offering $.1126
Dilution per share $1.89

</TABLE>

The following table summarizes the differences between existing
shareholders, as of July 31, 1999, and new investors with respect to the number
of Common Shares purchased from the Company, the total consideration paid and
the average price per share:

<TABLE>
<CAPTION>
Shares Purchased Total Consideration Paid Average Price
Number Percent Amount Percent Per Share
<S> <C> <C> <C> <C> <C>

Existing Shareholders 2,700,000 95% $70,995 19% $0.03
New Investors 150,000 5% $300,000 81% $2.00
Total 2,850,000 100% $370,995 100%

</TABLE>

PLAN OF DISTRIBUTION

The securities are being offered for sale by us through our Officers and
Directors. We intend to engage the services of a registered broker or dealer in
each state that requires that a registered broker or dealer act on behalf of a
company selling its own securities in that state.

LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceedings.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following information sets forth the names of the officers and
directors of the Company, their present positions with the Company and
biographical.

Natalie Shahvaran (Age 22). President, Chief Executive Officer , Chief Operating
Officer, Director. Ms. Shahvaran graduated from Heald Business College with
honors and received her Associate's Degree in 1999. She started working as an
online investor in 1997 and opened her family trading account with an online
discount brokerage. While earning her Computer Business Administration degree,
she also worked as a college algebra and math tutor. While earning her degree in
Computer Business Administration, she was also working as college algebra and
business math tutor, and studying the art of trading. Natalie has learned all
the aspects of online trading, while applying her knowledge to her own trading
account. Natalie has presented her material and concepts to groups of serious
traders and aggressive investors, throughout the Bay area. She was working as a
computer consultant for Monterey Ventures, Inc. while attending school. Ms.
Shahvaran has gained a vast experience in both computer and investments fields,
which lead her to working with Trading Solutions.com, Inc.

<PAGE>

Michael A. Strahl (Age 40). Secretary, Director. Mr. Strahl graduated from
Western State College and received his BA in Business Administration/Finance.
Until July 2, 1999, Michael A. Strahl was the Vice President and Director of
Themiis Corporation, a merchant bank specializing in environmental management.
He is a Vice President and Chief Operating Officer of Environmental Enzymes,
Inc., an enzyme manufacturing company. He is currently on the board of directors
of Internet Finance.com, Inc. and Monterey Technologies, Inc. Michael A. Strahl
is also a part owner and board member of the Environmental Business Network.
Inc., an environmental solutions oriented company. He is the past President of
Environmental and Energy Group, Inc. (EEG), a solution originated company for
the oil and gas industry. Before working with EEG, Mr. Strahl was a business
broker with Environmental Business Brokers Company (EBBCO). He has been involved
with the Rocky Mountain Farm Bureau, Arizona Farm Bureau and many California
farm bureaus. Prior to joining the environmental industry, Michael A. Strahl was
a NASD Principal with various stock brokerage firms. Mr. Strahl has had
extensive experience dealing with the EPA, USPA and other governmental agencies.

Susan Turner (Age 44). Chief Financial Officer, Treasurer, Director. Ms. Turner
attended the University of Michigan School of Business Administration and
received her BA in Business Administration in April 1975. She graduated with a
major in Accounting with emphasis in French, Botany and Math. Ms. Turner passed
the CPA exam in November 1975 and obtained a Michigan CPA license April 1978, a
Georgia license September 1980 and a California license December 1985. Ms.
Turner is currently a Certified Public Accountant. She is licensed to practice
in three states (including CA). Ms. Turner started her professional career over
20 years ago with Peat, Marwick, Mitchell, a national CPA firm. She was also
audit manager for the Commercial Loan Department of General Electric Credit
Corporation in Palo Alto, CA. Ms. Turner previously managed the tax department
of a regional CPA firm in California, and has been the proprietor of her own CPA
firm since 1987. Ms. Turner will handle the Corporation's financial matters,
including financial statement preparation, tax returns, budgeting and
forecasting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of July 31, 1999, the beneficial
ownership of the Company's Common Stock by each person known by the Company to
beneficially own more than 5% of the Company's Common Stock outstanding as of
such date and by the officers and directors of the Company as a group. Except as
otherwise indicated, all shares are owned directly.

<TABLE>

(1) (2) (3) (4)
<CAPTION>
Name and address of Amount and Nature Percent of
Title of Class beneficial owner Of Beneficial Ownership(1) Class(1)
<S> <C> <C> <C>
Common Stock Natalie Shahvaran 1,250,000 46%
P.O. Box 22851
Carmel, CA 93922

Common Stock Internet Finance.com, Inc. 1,210,000 45%

Common Stock Directors and Officers 1,250,000 46%
as a group (3 persons)

</TABLE>

DESCRIPTION OF SECURITIES

Common Stock
- ------------

Holders of the Common Stock are entitled to one vote for each share held by
them of record on the books of the Company in all matters to be voted on by the
stockholders. Holders of Common Stock are entitled to receive such dividends as
may be declared from time to time by the Board of Directors out of funds legally
available, and in the event of liquidation, dissolution or winding up of the
Company, to share ratably in all assets remaining after payment of liabilities.
Declaration of dividends on Common Stock is subject to the discretion of the
Board of Directors and will depend upon a number of factors, including the
future earnings, capital requirements and financial condition of the Company.
The Company has not declared dividends on its Common Stock in the past and the
management currently anticipates that retained earnings, if any, in the future
will be applied to the expansion and development of the Company rather than the
payment of dividends.
<PAGE>

The holders of Common Stock have no preemptive or conversion rights and are
not subject to further calls or assessments by the Company. There are no
redemption or sinking fund provisions applicable to the Common Stock. The Common
Stock currently outstanding is, and the Common Stock offered by the Company
hereby will, when issued, be validly issued, fully paid and nonassessable.

Voting Requirements
- -------------------

The Articles of Incorporation require the approval of the holders of a
majority of the Company's voting securities for the election of directors and
for certain fundamental corporate actions, such as mergers and sales of
substantial assets, or for an amendment to the Articles of Incorporation.

There exists no provision in the Articles of Incorporation or Bylaws that
would delay, defer or prevent a change in control of the Company.

Transfer Agent
- --------------

The transfer agent and registrar for the Company's Common Stock is
Silverado Stock Transfer, Inc., 8170 S. Eastern Avenue, Suite 4, PMB 602, Las
Vegas, NV, 89123. Its telephone number is (702) 263-0920.

Shares Eligible for Future Sale
- -------------------------------

As of June 31, 1999, the Company had 2,700,000 shares of Common Stock
outstanding. Of the 2,700,000 shares of Common Stock outstanding, 2,495,000
shares of Common Stock are beneficially held by "affiliates" of the Company. All
shares of Common Stock registered pursuant to this Registration Statement will
be freely transferable without restriction or registration under the Securities
Act, except to the extent purchased or owned by "affiliates" of the Company as
defined for purposes of the Securities Act.

In general, under Rule 144 as currently in effect, a person who has
beneficially owned "restricted" securities for at least two years, including
persons who may be deemed to be "affiliates" of the Company, may sell publicly
without registration under the Securities Act, within any three-month period,
assuming compliance with other provisions of the Rule, a number of shares that
do not exceed the greater of (i) one percent of the Common Stock then
outstanding or, (ii) the average weekly trading volume in the Common Stock
during the four calendar weeks preceding such sale. A person who is not deemed
an "affiliate" of the Company and who has beneficially owned shares for at least
three years would be entitled to sell such shares under Rule 144 without regard
to the volume and other limitations described above.

INTEREST OF NAMED EXPERTS AND COUNSEL

The Company's securities counsel, Blume Law Firm, P.C., of Phoenix, Arizona
currently holds 10,000 shares of our founders stock.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

The Company has indemnified all officers, directors and controlling persons
of the Company against all liabilities from the sale of securities which might
arise under the Securities Act of 1933 other than as stated under Nevada law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to such persons pursuant to the foregoing provisions, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.

DESCRIPTION OF BUSINESS

The following discussion and analysis of our plan of operation should be
read in conjunction with the more detailed financial information contained in
our financial statements and the notes thereto included elsewhere in this
prospectus. This prospectus contains forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from the
results discussed in the forward-looking statements.

Overview
- --------

The Company is a development stage company, which is establishing an online
trading school along with several trading schools in California. The Company
will also sell services and products through its online store. Students and
shoppers will be able to purchase our services through our web site at
www.tradingsolutionsinc.com. Our web site is currently under development and is
expected to be operational in the fourth quarter of 1999.

The Company was incorporated on May 14, 1999, but has not yet begun
operating the online school and e-commerce business. Since inception, the
Company has been engaged in developing corporate structure, planning operations,
capital raising activities, and negotiating agreements with prospective business
affiliates. As a result, the Company has no operating revenue to date.

Cash Requirements and Additional Funding
- ----------------------------------------

Although management believes that the proceeds from this offering will
satisfy the Company's cash requirements for the next twelve months, management
anticipates a substantial increase in capital expenditures consistent with
anticipated growth in operations, infrastructure and personnel. The Company will
also continue to expand marketing and development programs. The capital
requirements will depend on the rate of market acceptance of the online training
program, the costs required to maintain and upgrade the web site, training
programs and e-commerce business growth and the expenses needed for marketing
and promotional programs.

Additional Research and Development
- -----------------------------------

The Company will not have significant research and development expenses
during the next 12 months. The development of the web site design will be
achieved through modifications of available technologies.

The Company will hire our own technical personnel to service the web site
as soon as sufficient funds become available either as a result of this
offering, or from the profits gained through the Company's operations. Until
then the Company will be required to engage the services of a third party to
develop the web site. The Company anticipates that the total cost of such
services will be $30,000.

Business
- --------

The Company intends to work on two projects.
- --------------------------------------------

1. Trading Solutions.com, Inc. trading school is designed to provide
education for people interested in online investing. The Company will offer
training for beginners as well as experienced traders. Courses will consist
of a combination of theory sessions linked closely with a practical
hands-on approach. The Company will provide online training, individual
training, small group sessions and seminars on various trading and computer
related subjects.

<PAGE>

2. The Company intends to establish or acquire an e-commerce business
and link it with the online trading school. The Company will offer a wide
variety of products for investors, including books, magazines, newspapers,
online newsletters and trading software packages.

Overview of Internet-Based Industry
- -----------------------------------

Online trading is becoming more and more popular among people of different
ages, education, professions, and backgrounds. Trading Solutions.com, Inc. is
aiming at persons interested in investing but not familiar with computers or the
Internet, as well as existing traders who would like to improve their trading
techniques.

According to the Spring 1999 edition of Women In Touch magazine, "...there
are approximately 7 million online accounts registered with U.S. brokerages, and
about 350,000 trades taking place each and every day. By the end of year, the
number of online account is expected to top 10 million." The same magazine
states, according to National Foundation for Women Business Owners, a majority
of women entrepreneurs are looking into investing online. Trading Solutions.com,
Inc. intends to offer its services to this group of investors.

Financial Service Online May 1999 edition also mentions that, according to
a recent report from Credit Suisse First Boston Corp., the number of online
trades grew by almost 35% during the first quarter of 1999. This growth came
following a 34% growth in the fourth quarter of 1998.

Investment News from 5/17/99 says that as much as 19% of households with
$750,000 or more investment money will be trading online, up 5% from 1997.
According to the same magazine, the amount of American households investing
through online brokerage accounts will rise from 2.4 million at the end of 1998
to 4.3 million by the end of 2000.

By the year 2003 worldwide Internet Commerce will approach $3.2 trillion
and represent nearly 5% of all global sales, according to Small Business
Computing, "ABC's of E-Commerce", March, 1999. Another article, "Cyberspace
Marketplace" from Time Magazine, 7/20/98, says that by the year 2000, an
estimated 1 in 4 families will be buying general merchandise online.

There are several experienced online traders who offer trading seminars,
for example Legend Trading Seminars, priced at $2,895, HL Camp & Company with
prices around $1,095 per seminar, ActiveTrade day trading classes charging
$3,500 per seminar. There are several websites offering books, video and audio
educational materials priced from $100 to $900. As of now, there are no trading
schools in or around the Bay area that offer all or similar services to its
students. The Company will provide its customers with choices, which span
different levels of readiness while also offering basic computer training and
possible online training.

The Company intends to sell the products that will suit our main customers
online investors. We will offer a wide variety of books, video and
audiocassettes about online trading and investing, investment magazines,
newspapers, newsletters, and digests. The web site will be designed for an easy
and convenient access to the online store, where students can find all the
educational materials they need rather than spending hours on time consuming net
search.

Marketing Strategies
- --------------------

Media Advertising
- -----------------

The Company's marketing strategy is directed towards beginners and
experienced traders. Management will work to establish a local market niche for
each one of its trading schools by advertising in local newspapers and radio.
Management will work to increase the public's awareness of the Company's name
and its services. This goal is to be achieved by carefully positioned editorials
regarding the Company's services. Special events will be sponsored from which
name affiliation and public familiarity with the services and products offered
can be achieved.

<PAGE>

Radio and Television Advertising
- --------------------------------

The Company will optimize advertising dollars spent on radio by purchasing
air time from those radio stations whose demographics most closely resemble the
Company's clientele. Management will be responsible for contacting account
executives from various local stations and requesting proposals and statistics
regarding their station's listeners and advertising packages.

Internet and Print Advertising
- ------------------------------

The Company intends to advertise on the Internet through its web page,
which will be updated regularly. The Company will also maintain advertisements
in the local newspapers. The Company will also produce color catalogs to be
printed and distributed throughout the year.

Business Strategy
- -----------------

The company's goal is to become a leading online training school combined
with an online store for one stop learning experience. The Company will offer
classes and information that is needed as technology and Internet move forward
in their development. We intend to affiliate with professional traders to teach
our online classes and seminars. Currently, the information most in demand
includes online trading, electronic trading, day trading strategies, and the
software applied in trading. We intend to offer as many types of training and as
great a variety within each subject category as possible. We also intend to
continually invest in our web site infrastructure. We will offer our students
access to our online store to make it easy for them to purchase everything they
need for trading and investing online. Through the online store linked with the
online school, we intend to offer products such as literature and newspapers,
books, newsletters and reader's digests, along with the trading software
packages that would specifically target online investors.

In order to promote learning through Trading Solutions.com, we intend to
incorporate certain features in the online school. We will update our web site
to ensure that the site is interesting and offers current information.

Sources of Revenue
- ------------------

Tuition
- -------

During the first stage of operations, revenues will be derived primarily
from the tuition paid by the students attending our schools, in person or
through the Internet.

The Company is opening its first location in Monterey California, which
should begin operating in early September 1999. The Company is planning on
opening other locations in Oakland and the San Mateo Palo Alto area. Currently
management is retaining locations in other cities.

The number of training facilities which will actually open may be adjusted
in accordance with the amount of available funds. Once identified, the time to
develop a particular location varies widely, depending on the circumstances at
each site. Typically, a training facility can be completed in 30 to 60 days from
the beginning of the design phase. The Company's investment in a location will
range from $15,000 to $20,000 to acquire all the furniture, equipment, supplies,
have some advertising, and bring the location to the point where it can be
profitable. We believe that our training facilities will not require additional
funding after the initial investment is made.

An online training school can begin operating as soon as the software and
the web site are developed for the Company. The Company is planning to establish
or acquire an Internet commerce business at an estimated cost of $50,000 to
$75,000. Profits generated from online sales are expected to be moderate and
provide additional capital for the Company's growth.

<PAGE>

Competition
- -----------

While there are several experienced online traders who offer seminars, what
is more important is to analyze those competitors operating with our target
market segment. Provided that achieving sufficient penetration within the target
market will meet the Company's sales objective, developing winning strategies to
take market share away form these limited number of competitors is, in fact, the
secret to marketing success. Based on this marketing premise, we are not really
competing with the overpriced, short-term trading seminars. The strategy is to
demonstrate a very high perceived value to price ratio to a wide segment of
potential customers that are looking for personalized, professional instructing,
without the obstacle of a high price. We believe that the competition at this
level is limited. Some of the companies offering trading seminars are charging
from $900 to $3,500 per seminar.

HL Camp & Company offer trading seminars at $1,095 each, Legend Trading
Seminars cost $2,895 per seminar, ActiveTrade day trading classes are priced at
$3,500. Most of the seminars are oriented specifically on the day trading and
are of no use to the people who would like to invest online. We are not aware of
any trading schools in the Bay area that would offer all or similar services to
students. The Company will provide its customers with choices, which span
different levels of readiness while also offering basic computer training and
possible online training.

The Company also faces competition from other web sites that provide online
investment training. However, we believe that by offering an all-in-one service
and providing students with the ability to purchase all the educational
materials through the web site, the Company can successfully compete in this
market. We believe that online trading education market is not saturated and has
great expansion potentials.

Government Regulation
- ---------------------

We are not currently subject to direct regulation by any government agency,
other than regulations applicable to businesses generally or applicable to
electronic commerce. There is a chance that as the Internet becomes more
popular, new laws and regulations may be issued, which will affect companies
conducting business through the Internet. We believe that the new laws and
regulations covering consumer protection, security and privacy issues will
benefit the consumers and make people more comfortable receiving services
online. The Government may also impose additional taxes on the sales conducted
over the Internet, which will increase the cost of the operation.

Intellectual Property Rights
- ----------------------------

No licenses or patents are required for our business. The only
confidentiality is our trading system and portfolio positions, which are only
disclosed to the board members. The board of directors and secretarial stuff
have all signed confidentiality and a non-disclosure agreements.

Employees
- ---------

As of June 29, 1999, the Company had no full time employees. Board Members
and Officers are devoting their time and effort to developing and promoting the
Company. The Company is also using the services of several consultants.
Additional employees will be hired as required.

Year 2000 Issues
- ----------------

The Year 2000 issue arose because many existing computer programs use only
the last two digits to refer to a year. Therefore, these computer programs do
not properly recognize a year that begins with 20 instead of 19. If not
corrected, many computer applications could fail or create erroneous results.

Management has initiated a comprehensive program to prepare the Company's
systems for the year 2000. The Company is actively engaged in testing and fixing
applications to ensure they are Year 2000 ready. The Company does not separately
track the internal costs incurred for the Year 2000 project, but such costs are
principally the related payroll costs for certain corporate staff. The Company
currently does not expect remediation costs to be material nor does it expect
any significant interruption to its operations because of Year 2000 problems.

<PAGE>

The Company is in the process of contacting all third parties with which it
has significant relationships, to determine the extent to which the Company
could be vulnerable to failure by any of them to obtain Year 2000 compliance.
Some of the Company's major suppliers and financial institutions have confirmed
that they anticipate being Year 2000 compliant on or before December 31, 1999,
although many have only indicated that they have Year 2000 readiness programs.
To date, the Company is not aware of any significant third parties with a Year
2000 issue that could materially impact the Company's operations, liquidity or
capital resources. The Company has no means, however, of ensuring that third
parties will be Year 2000 ready and the potential effect of third-party
non-compliance is currently not determinable.

The Company has devoted and will continue to devote the resources necessary
to ensure that all Year 2000 issues are properly addressed. There can be no
assurance, however, that all Year 2000 problems are detected. Further, there can
be no assurance that the Company's assessment of its third party relationships
could be accurate. Some of the potential worst-case scenarios that could occur
include (1) corruption of data in the Company's internal systems and (2) failure
of government and insurance companies' reimbursement programs. If any of these
situations were to occur, the Company's operations could be temporarily
interrupted. The Company intends to develop Year 2000 contingency plans for
continuing operations in the event such problems arise.

Going concern
- -------------

The going concern opinion of the independent accountant, as disclosed in
the Company's Independent Auditors Report attached to Part F/S, is as follows:

From the date of inception to June 30, 1999, the Company has yet to
commence receiving revenue and has net losses from operating activities which
raise substantial doubt about its ability to continue as a going concern.

Management will work to establish a local market niche for each one of its
trading schools by advertising in local newspapers and radio. This is intended
to create public awareness of the Company's name and its services.

Management also intends to affiliate with professional traders to teach
online classes and seminars in real-time broadcasting. The Company also intends
to continually invest in its web site infrastructure as needed for upgrades,
incorporation of new features and keeping up with the changing internet
technology. The Company will establish an on line store that will offer
literature such as books, newspapers and newsletters that will target online
investors.

In order to attract and retain quality instructors the Company plans to
grant each participating instructor the opportunity to be promoted on an
exclusive basis by the Company's web site.

The Company's ability to continue as a going concern is dependent upon a
successful public offering and ultimately achieving profitable operations.

There is no assurance that the Company will be successful in its efforts to
raise additional proceeds or achieve profitable operations. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

The Company's executive offices are located at 200 Camino Aguajito, suite
200, Monterey, CA, 93940. Its telephone number is (831) 375-6229.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

When used in this discussion, the words "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which would, could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward-
looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to republish revised forward-looking statements to
reflect events. Readers are also urged to carefully review and consider the
various disclosures made by the Company which attempt to advise interested
parties of the factors which affect the Company's business, in this report, as
well as the Company's periodic reports on Form 10-K, 10Q and 8-K filed with the
Securities and Exchange Commission.

Results of Operations
- ---------------------

The Company had no revenues for the period ending July 31, 1999. To date
the Company has not relied on any revenues for funding its activities and it
does not expect to receive significant revenues from operation in the immediate
future. We believe that the proceeds from this offering will satisfy the
Company's cash requirements for the next twelve months.

The Company believes that the proceeds from this offering will satisfy the
Company's cash requirements for the next twelve months, the Company anticipate a
substantial increase in our capital expenditures consistent with anticipated
growth in operations, infrastructure and personnel. The Company will also
continue to expend our aggressive marketing and development programs. The
Company's capital requirements will greatly depend on the rate of market
acceptance of the online training program, the costs required to maintain and
upgrade the web site, training programs and e-commerce business growth, the
expenses needed for marketing and promotional programs, and economic conditions
of the business.

<PAGE>

Liquidity and Capital Resources
- -------------------------------

The Company does not believe that there will be significant research and
development expenses during the next 12 months. Even though we have contracted
an independent company to develop our web site design, this development will be
achieved through modifications of available technologies. Expenditures on
activities of this type do not constitute research and development expenses.

The Company expects to hire technical personnel to service the web site as
soon as sufficient funds become available either as a result of this offering,
or from the profits gained through the Company's operations. Until then the
Company will be required to engage the services of a third party to develop the
web site. The Company anticipates that the total cost of such services will be
$30,000.

The Company does not anticipate purchasing or selling any plant or
significant equipment during the next twelve month.

The Company plans to hire up to ten additional employees by the end of our
first 12 months of operations. These additional employees, if hired, may serve
in any of the following capacities: teaching; marketing and promotion;
administration; and web site technicians.

The following discussion should be read in conjunction with the financial
statements and notes thereto included with this Form SB-2. Except for the
historical information contained herein, the discussion in this Registration
Statement contains certain forward-looking statements that involve risk and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this document
should be read as being applicable to all related forward-looking statements
wherever they appear in this document. The Company's actual results could differ
materially from those discussed here. Factors that could cause differences
include those discussed above in "Risk Factors", as well as discussed elsewhere
herein.

DESCRIPTION OF PROPERTY

Presently, no equipment or properties except basic computer equipment are
owned. The Company anticipates purchasing additional computer equipment for
training and trading. In addition, office furniture and office equipment that
will be needed to conduct business instruction in trading will be purchased. The
funds will come from this offering.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 13th, 1999, Trading Solutions.com has entered into an Investment
Banking Agreement with Internet Finance.com, Inc. Based on this agreement,
Internet Finance.com, Inc. was given an opportunity to buy 1,200,000 shares of
founders stock at $.001 per share. Trading Solutions.com has also agreed to pay
Internet Finance.com, Inc. a consulting fee of $22,000 for its services.

Ms. Natalie Shahvaran, who is an executive officer and a director of
Trading Solutions.com, Inc., was issued 1,200,000 shares of founders stock at
$.001 per share.

In May 1999, in connection with various consulting and service agreements,
the Company agreed to issue options to purchase 85,000 shares of Common Stock,
which are exercisable at $.10 per share. As of August 1999, 85,000 shares were
exercised. The aggregate proceeds from the exercise of the stock options was
$8,500. The following table summarizes the number of stock options issued and
outstanding.

<PAGE>

NAME EXERCISE PRICE No OF SHARES OPTION PERIOD
<S> <C> <C> <C>
Natalie Shahvaran $.10 50,000 December 31, 2002

Susan F. Turner $.10 5,000 December 31, 2002

Michael A. Strahl $.10 5,000 December 31, 2002

Melissa DeAnzo $.10 5,000 December 31, 2002

Monterey Ventures, Inc. $.10 10,000 December 31, 2002

Internet Finance.com, Inc. $.10 10,000 December 31, 2002

Total 85,000

</TABLE>

MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Market Information
- ------------------

There is no public market for the Company's common stock.

Holders
- -------

As of July 31, 1999 there were approximately thirty-six (36) stockholders
of record of the Company's Common Stock.

Dividend Policy
- ---------------

The Company has never paid a dividend and does not anticipate paying any
dividends in the foreseeable future. It is the present policy of the Board of
Directors to retain the Company's earnings, if any, for the development of the
Company's business.

EXECUTIVE COMPENSATION

The board has adopted an executive compensation plan for its Executive
Officers and Directors as follows: the board has agreed that the board members
will receive no cash compensation or reimbursement for the expenses incurred in
connection with attending Board and committee meetings. The Company reserves the
right to pay consulting fees to its board members and Officers for the time and
services they provide to the Company. Our Chief Executive Officer will receive
up to $30,000 in compensation for her fill-time commitment to the development
and promotion of the company. Furthermore, the Board has agreed to the issuance
of the Company's founders stock to three of its members. All of the following
shares are considered dully paid and are non-assessable, at $.001 per share:

<PAGE>

<TABLE>

SUMMARY COMPENSATION TABLE
<CAPTION>

NAME AND OTHER RESTRICTED SECURITIES ALL
PRINCIPAL ANNUAL STOCK UNDERLYING LTIP OTHER
POSITION YEAR SALARY COMPENSATION AWARD OPTIONS/SAR's PAYOUTS COMPENSATION
<S> <C> <C> <C> <C> <C> <C> <C>
Natalie Shahvaran 1999 0 $ 30,000 1,200,000 0 0 0
President/CEO/
Director

Michael A. Strahl 1999 0 0 15,000 0 0 0
Secretary/Director

Susan F. Turner 1999 0 0 0 0 0 0
Treasurer/CFO/
Director

</TABLE>

The board also agreed to issue the following Stock Option Agreements to the
Executive Officers of the Company and Directors. These options are to be
exercised by 12/31/2002 or canceled. These will be also callable at $.02 per
share by the Company's 30 day notice.

Employment and Change of Control Contracts
- ------------------------------------------

The Company does not currently have any employment agreements with its
employees or key personnel.

Directors' Compensation
- -----------------------

Director received no compensation for each meeting attended except for
out-of-pocket expenses.

FINANCIAL STATEMENTS

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)

Financial Statements
With
Independent Auditor's Report

Prepared by

HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT
SALINAS, CALIFORNIA

<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)

Index to Financial Statements

Page
----

Independent Auditor's Report 2

Balance Sheet 3

Statement of Operations, From date of
Inception to June 30, 1999 4

Statement of Shareholder's Equity 5

Statement of Cash Flows, From date of
Inception to June 30, 1999 6

Notes to Financial Statements 7

<PAGE>

HAWKINS ACCOUNTING
CERTIFIED PUBLICE ACCOUNTANT
341 MAIN STREET
SALINAS CA 93901
(831) 758-1694 FAX (831) 758-1699

To the Board of Directors and Shareholders
Trading Solutions.Com, Incorporated
Monterey, California

Independent Auditor's Report

I have audited the balance sheet of Trading Solutions.Com, Incorporated (a
development stage company) as of June 10, 1999 and the related statements of
operations, stockholders' equity and cash flows from the date of inception to
June 30, 1999. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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 assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides reasonable basis for my
opinion.

In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Trading
Solutions.Com, Incorporated, as of June 30, 1999 and the results of operations
and its cash flows and the cumulative results of operations and cumulative cash
flows for the period from date of inception to June 30, 1999 in conformity with
generally accepted accounting principles.

The accumulated deficit during the development stage for the period from date of
inception to June 30, 1999 is $32,290.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 7 to the financial
statements, the Company has incurred net losses from operations and has received
no revenue, which raises substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustment that might
result from the outcome of this uncertainty.

July 21, 1999

<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)
BALANCE SHEET
June 30, 1999
<TABLE>
<CAPTION>

<S> <C>
ASSETS

Current assets
Cash in bank $ 17,381
Prepaid rent 677
Total current assets 18,058
Furniture and equipment
Equipment 2,206
Furniture 600
2,806
Accumulated depreciation (44)
2,762
Total assets $ 20,820

LIABILITIES AND STOCKHOLDERS EQUITY

</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)
STATEMENT OF OPERATIONS
From date of inception to June 30, 1999

Deficit
Accumulated
During
Development
Stage
<S> <C> <C>
Expenses
Accounting fees 3,000 $ 3,000
Bank charges 60 60
Consulting fees 9,150 9,150
Depreciation 44 44
Management fees 5,000 5,000
Miscellaneous 554 554
Office supplies 833 833
Postage 66 66
Promotions 271 271
Legal fees 10,100 10,100
Organizational costs 896 896
Rent 600 600
Telephone 268 268
Travel 634 634
--- ---

Loss from olierations prior to
other expenses and taxes (31,476) (31,476)
Other (expenses)
Interest (14) (14)
---- ----
Loss prior to income taxes (31,490) (31,490)
Income taxes
State corporate tax 800 800
--- ---
Net loss $ (32,290) $ (32,290)
-------- ----------
-------- ----------
Loss per common
share $ (0.012) $ ($0.012)
------- ----------
------- ----------
Weighted average of
shares outstanding 21,587,302 2,587,302
---------- ---------
---------- ---------

</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
June 30,1999
<TABLE>
<CAPTION>

Deficit
Accumulated
Paid During
Common Stock In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Founders stock 2,490,000 $ 24,900 (22,410) $ 2,490
Options 60,000 600 4,950 5,550
May 18,1999 14,000 140 6,860 7,000
May 21, 1999 2,000 20 980 1,000
May 24,1999 3,000 30 1,470 1,500
May 27,1999 2,000 20 980 1,000
June 2, 1999 10,000 100 4,900 5,000
June 3, 1999 2,000 20 980 1,000
June 4, 1999 4,000 40 1,960 2,000
June 7, 1999 2,000 20 980 1,000
June 13, 1999 2,000 20 980 1,000
June 16, 1999 3,000 30 1,470 1,500
June 17, 1999 10,000 100 4,900 5,000
June 22, 1999 2,000 20 980 1,000
June 25, 1999 1,000 10 490 500
June 27, 1999 6,000 60 2,940 3,000
June 29, 1999 12,000 120 5,880 6,000
June 30, 1999 2,000 20 980 1,000
(32,290) (32,290)
Total 2,627,000 $ 26,270 $ 20,270 $ (32,290) $ 14,250

</TABLE>

The accompanying notes are an integral part of these financial statements
<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)
STATEMENT OF CASH FLOWS-INDIRECT METHOD
From date of inception to June 30, 1999

Deficit
Accumulated
During
Development
Stage
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income $ (32,290) $ (32,290)
Adjustment to reconcile net income to net cash
provided by operating activities
Depreciation 44 44
Increase in prepaid rent (678) -678
Increase in accounts payable 5,770 5770
Increase in taxes payable 800 800
NET CASH PROVIDED BY OPERATING ACTIVITIES (26,354) (26,354)
INVESTING ACTIVITIES
Purchase of furniture and equipment 2,806 2,806
NET CASH USED IN INVESTING ACTIVITIES 2,806 2,806
FINANCING ACTIVITIES
Sale of common stock 46,540 46,540
Short term borrowing 3,000 3,000
Payment of short term borrowing (3,000) (3,000)
NET CASH REALIZED FROM FINANCING ACTIVITIES 46,540 46,540
INCREASE IN CASH AND CASH EQUIVALENTS 17,380 17,380
Cash and cash equivalents at the beginning of the year 0 0
CASH AND CASH EQUIVALENTS $ 17,380 17,380

Supplemental disclosure of financiang activities
Interest paid during the period from date of
inception to June 30, 1999 $ 14 $ 14

</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)

Notes to Financial Statements
June 30, 1999

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the business
- ----------------------

Trading Solutions.Com, Inc (the "Company) is designed to provide education
for people interested in on line investing. The Company also intends to
establish a corporate trading account and manage money. The Company further
intends to establish or acquire an ecommerce business to link with the trading
school.

Development Stage Company
- ---------------------------

The Company is a development stage company, as developed in the Financial
Accounting Standards Board No. 7. The Company is devoting substantially all of
its present efforts in securing and establishing a new business, and although
planned operations have commenced, no revenues have been realized.

Pervasiveness 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, 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 these estimates.

Cash and cash eguivalents
- -------------------------

For financial statement presentation purposes, the Company considers all
short term investments with a maturity date of three months or less to be cash
equivalents.

Property and eguipment
- ----------------------

Property and equipment are recorded at cost. Maintenance and repairs are
expensed as incurred; major renewals and betterments are capitalized. When items
of property or equipment are sold or retired, the related costs and accumulated
depreciation are removed from the accounts and any gain or loss is included in
income.

Depreciation is provided using the straight-line method, over the useful
lives of the assets.

Income taxes
- ------------

Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and the tax
basis of assets and liabilities for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are

<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)

Notes to Financial Statements
June 30, 1999

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)

Income taxes (con't)
- --------------------

recovered or settled. Deferred taxes are also recognized for operating losses
that are available to offset future taxable income.

Stock options
- -------------

The board of directors for the Company voted at its organizational meeting
to grant certain people and organizations the opportunity to purchase shares of
the Company's common stock at $. 10. These options are non-compensatory and are
recorded when exercised.

NOTE 2: BACKGROUND

The Company was incorporated under the laws of the State of Nevada on May
14,1999. The principal activities of the Company, from the beginning of the
development stage, have been organizational matters and the sale of stock.

NOTE 3: EQUIPMENT AND FURNITURE

The following is a summary of fixed asset classifications, accumulated
depreciation and depreciable lives for the Company at June 30, 1999.

Useful life
Years Amount
<S> <C> <C>
Computer equipment 5 $2,206
Office ftu-niture 10 600
Total 2,806
Accumulated depreciation (44)
Net equipment and furniture $2,762

</TABLE>

Depreciation expense for the period from date of inception to June 30, 1999 was
$ 44.

NOTE 4: COMMON STOCK

Founders stock
- --------------

At incorporation the Company issued stock to the founders of the
corporation. These shares totaled 2,490,000 shares and were issued for
consideration of $.001 per share.

<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)

Notes to Financial Statements
June 30, 1999

NOTE 4: COMMON STOCK (con't)

Stock options
- -------------

At the organizational meeting of the board of directors it was voted on to
issue stock options of the Company's common stock to certain officers of the
corporation, a key employee of a non affiliated company and the non affiliated
company. These options are to be exercised at $.10 a share and have an
expiration date of December 31, 2002. These options are callable at $.02 per
share by the Company with a 30 day notice. A total of 85,000 shares were voted
on for the options of which 60,000 shares of the options were exercised at June
30, 1999.

Public stock offering
- ---------------------

During the period ended June 30, 1999 the Company sold solely to accredited
and/or sophisticated investors its common stock. Each share had a par value of
$.01 a share and was offered to the investors at $.50 a share. The stock was
sold during various times during the period from date of inception to June 30,
1999 to 22 different investors buying a total of 77,000 shares of common stock.
Total proceeds, from the offering, as of the period ended June 30, 1999 were
$38,500.

NOTE 5: INCOME TAXES

The benefit for income taxes from operations consisted of the following
components: current tax benefit of $4,843 resulting from a net loss before
income taxes, and a deferred tax expense of $4,843 resulting from a valuation
allowance recorded against the deferred tax asset resulting from net operating
losses. Net operating loss carryforward will expire in 2014.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction would result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax asset is no longer
required.

NOTE 6: RELATED PARTY TRANSACTIONS

The Company entered into an agreement with one of its shareholders to
provide assistance to the Company in the formation of its corporate structure
and to use their contacts in assisting with the development of a public market
for the Company's common stock. The agreement calls for the shareholder to be
paid a total of $22,000 of which $5,000 was paid for
<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)

Notes to Financial Statements
June 30, 1999

NOTE 6: RELATED PARTY TRANSACTIONS (con't)

the period ended June 30, 1999. The Company is to further provide support
services such as office space and telephone services for which the Company will
be billed separately. Total cash paid for these additional services as of June
30, 1999 was $1,465.

The Company also entered into an agreement with another shareholder to
provide consulting services to the Company. This agreement totals $30,000 of
which $6,000 was paid as of June 30, 1999.

There is an agreement with one of the founders to provide support services
to the Company. This agreement has a maximum of $6,000. The total amount paid as
of June 30, 1999 was $3,050.

NOTE 7: GOING CONCERN

In order to attract and retain quality instructors the Company plans to
grant each participating instructor the opportunity to be promoted on an
exclusive basis by the Company's web site.

The Company's ability to continue as a going concern is dependent upon a
successful public offering and ultimately achieving profitable operations.

<PAGE>

TRADING SOLUTIONS.COM, INCORPORATED
(A Development Stage Company)

Notes to Financial Statements
June 30, 1999

NOTE 7: GOING CONCERN (con't)

EXPERTS AND LEGAL MATTERS

The financial statements of Trading Solutions.com, Inc. for the period from
February 1, 1999 to June 29, 1999 included in this prospectus and registration
statement have been audited by Richard Hawkins, CPA, an independent auditor, as
stated in his report appearing herein and have been so included in reliance upon
the report of such CPA given upon his authority as expert in accounting and
auditing.

Legal matters will be passed upon for the Company by Gary R. Blume, Esq.,
Blume Law Firm , P.C., 11801 North Tatum Boulevard, Suite 108, Phoenix, Arizona
85028.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has had no changes in or disagreements with its accountants
from inception to the present time.

PART II

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The officers and directors of the Company are indemnified as provided under
the Nevada Law. No additional indemnification has been authorized.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses of the Registration Statement are as follows:

Transfer Agent: $ 1000.00

Legal and Accounting: $ 10,500.00

TOTAL $ 11,500.00

RECENT SALES OF UNREGISTERED SECURITIES

Upon incorporation, Natalie Shahvaran was issued 1,200,000 shares of
founders stock, Susan F. Turner was issued 15,000 shares of founders stock,
Michael A. Strahl was issued 15,000 shares of founders stock, Internet
Finance.com, Inc. was issued 1,200,000 shares of founders stock, Gary Blume Law
Firm was issued 10,000 shares of founders stock, Melissa DeAnzo was issued 5,000
shares of founders stock, Monterey Ventures was issued 50,000 shares of founders
stock, all at the price of $.001 per share. The foregoing transaction was a
transaction not involving a public offering and was exempt from the registration
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to section 4(2) thereof. The securities were sold pursuant to
Regulation D, and the certificates evidencing the Common Stock shares bear a
restrictive legend permitting the transfer thereof only upon registration of the
securities or an exemption under the Securities Act.

Under the terms of a private placement done by the Company in reliance on
Regulation D, Rule 504, 120,000 shares of common stock of the Company was sold
to the investors listed below. The offering was closed on ______ and resulted in
receipt by the Company of $60,000. All shares were sold to a total on nine
accredited and twenty eight unaccredited investors. The proceeds from this
offering were used for working capital, legal, accounting and consulting fees.

Nina Santa Cruz Robert A. Strahl Twin Rivers, L.L.C.
230 Dunecrest #2 200 Camino Aguajito, #200 200 Camino Aguajito, #200
Monterey, CA 939 Monterey, CA 93940 Monterey, CA 93940
1,000 shares 12,000 shares 2,000 shares

Deborah L. Flores Maziar Roohbakhsh Christopher R. Heid
735 Filmore Street 522 Lighthouse Avenue 20 Paso Del Rio
Monterey, CA 93940 Monterey, CA 93940 Carmel Valley, CA 93924
2,000 shares 2,000 shares 1,000 shares

Florence G. Rober Dan Weiss & Eileen Freeland Jeffrey Leonard &
Joni Leonard
20 Paso Del Rio P.O. Box 293 586 University Avenue
Carmel Valley, CA 93924 Carmel Valley, CA 93924 Salinas, CA 93901
1,000 shares 4,000 shares 5,000 shares

James E. Macarthur MaryAnn Meza Joe Scales
918 Padre Drive, #7 P.O. Box 221003 330 Watson, Apt. C
Salinas, CA 93901 Carmel, CA 93922 Monterey, CA 93940
4,000 shares 2,000 shares 2,000 shares

Gary Russell Aggie, Inc. Jesus Jiminez &
Kimberly Jiminez
700 Cass Street, #106 200 Camino Aguajito, #200 20 Karen Court
Monterey, CA 93940 Monterey, CA 93940 Hollister, CA 95023
1,000 shares 2,000 shares 2,000 shares

Harry Murray David & Kathy Varnes Greg Ludwa
116 Ohlone Court 32 Arlon Court Road 1146 Devisadero
Los Gatos, CA 95030-4427 Seaside, CA 93955 Pacific Grove, CA 93950
10,000 shares 2,000 shares 1,000 shares

T.E. Melnick Lisa Komoroczy James W. Silveria
968 Sea Palm Avenue P.O. Box 1652 1058 Cass Street, #A
Monterey, CA 93940 Rancho Santa Fe, CA 92067 Monterey, CA 93940
4,000 shares 2,000 shares 12,000 shares

Ned & Ann Opdyke Diane Fletcher Robert C. Kramer
410 Playa Boulevard 20 Karen Court 26192 Mesa Avenue
La Selva Beach, CA 95076 Hollister, CA 95023 Carmel, CA 93923
2,000 shares 1,000 shares 3,000 shares

William D. Barry Kenneth Green Daniel Rich
115 10th Street 380 Foam Street, #101 300 Glenwood Circle, #400
Pacific Grove, CA 93950 Monterey, CA 93940 Monterey, CA 93940
3,000 shares 6,000 shares 1,000 shares

<PAGE>

Mary Rich Michael Dowell Dennis Barrickman
300 Glenwood Circle,#400 P.O. Box 26982 411 Pennsylvania Avenue
Monterey, CA 93940 San Jose, CA 95159 Ashtabula, Ohio 44004
1,000 shares 4,000 shares 10,000 shares

Denis E. Zambetti George Richard Hogan Sabina Skibinski
322 Acorn Place 528 Abrego Street, #191 713 Potrero Way
Livermore, CA 94550 Monterey, CA 93940 Salinas, CA 93907
3,000 shares 6,000 shares 2,000 shares

Neil & Nancy Tucker
3380 Royal Meadows Lane
San Jose, CA 95135
3,000 shares

In May 1999, the Company also voted to grant options to its directors,
officers, key personnel, and to Internet Finance.com, Inc., to Monterey
Ventures, Inc., and to Melissa DeAnzo. These options are exercisable at $.10 per
share and consist of a total of 85,000 options with an expiration date of
12/31/2002. The options are not compensatory, nor do they represent services
rendered. The options were issued in reliance upon Section 4(2) of the
Securities Act of 1993. To date, all options have been exercised.
<PAGE>

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Description

3. Articles of Incorporation and Bylaws

3a. Articles of Incorporation and Amendments*

3b. Bylaws*

10. Material Contracts

23. Consent of Experts and Counsel

23a. Consent of Independent Auditor*

23b. Consent of Counsel*

27. Financial Data Schedule

UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The issuer will file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to include
any prospectus required by section 10(a)(3) of the Securities Act, to reflect in
the prospectus any facts or events which represent a fundamental change in the
information in the registration statement and to include any additional or
changed material information on the plan of distribution.

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

The issuer will file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Naperville, State of
Illinois.

TRADING SOLUTIONS.COM, INC.

By: /s/ Natalie Shahvaran
--------------------------
Natalie Shahvaran, President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary R. Blume, Esq. as true and lawful
attorneys-in-fact with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or 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 attorneys-in-fact full power and authority to do and perform each and every
act and thing requisite and 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 attorneys-in-fact or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereon.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ Natalie Shahvaran President August 16,1999
- ---------------------- --------- --------------
Natalie Shahvaran Date

/s/ Susan Turner Treasurer August 16, 1999
- ---------------- --------- ---------------
Susan Turner Date

/s/ Michael A. Strahl Secretary August 16, 1999
- --------------------- --------- ---------------
Michael A. Strahl Date

Articles of Incorporation
of

TRADING SOLUTIONS.COM, INC.

FIRST. The name of the corporation is:

TRADING SOLUTIIONS.COM, INC.

SECOND. Its principle office hi. the State of Nevada is located at 251
Jeanell Dr. Suite 3, Carson City, NV 89703, although this Corporation may
maintain an office, or offices, in such other place within or without the state
of Nevada as may from time to time be designated by the Board of Directors, or
by the by-laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.

THIRD. The objects for which. this Corporation is formed are: To engage in
any lawful activity, including, "but not limited to the following:

(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.

(B) may at any time exercise sucb rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.

(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of Micorporation, and when no
period is limited, perpetually, or until dissolved, and its affairs wound up
according to law.

(D) Shall have power to sue and be sued in any court of law or equity.

(E) Shall have power to make contracts.

(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power to take the
same devise or bequest in the State of Nevada, or any other state, territory or
country.

<PAGE>

(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to aRow them suitable compensation.

(H) Shall have power to make by-laws not inconsistent with the constitution
of the United States, or of the State of Nevada, for the management, regulation
and government of its affairs and property, the transfer of its, stock the
transaction of its business, and the calling and holding of meetings of its
stockholders.

(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.

(J) Shall have power to adopt and use a common seal or stamp by the
corporation on any corporate documents is not necessary. The corporation may use
a seal or stamp, if it desires, but such non-use shall not in any way affect the
legality of the document.

(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable upon the happening of a
specified event or events, whether secured by mortgage, pledge, or otherwise, or
unsecured, for money borrowed, or in payment for property purchased, or
acquired, or for any other lawful object.

(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock or any
bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government and while owners ofsuch stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.

(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital. stock, and use therefor its capital, capital surplus, surplus, or other
p-roperty or fund.

(N) Shall, have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the states, territories, possessions and dependencies of
the United States, the District of Columbia, and any foreign countries.
<PAGE>

(0) Shall have power to do all and everything necessary and. proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, or any amendment thereof.

(P) Shall have the power to make donations, for the public welfare or for
charitable, scientific or educational purposes.

(Q) Shall have the power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities.

FOURTH. That the voting common stock authorized may be issued by the
corporation is TWENTY MILLION (20,000,000) shares of stock with a nominal or par
value of . 0 1 and no other class of stock shall be authorized. Said shares with
a nominal or par value may be issued by the corporation from time to time for
such considerations as may be fixed from time to time by the Board of Directors.

FIFTH. The governing body of the corporation shall be known as directors,
and the number of directors may from time to time be increased or depreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall be reduced to no less than one (1). The name
and post office address of the first Board of Directors shall be one (1) in
number and listed as follows:

NAME POST OFFICE ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, NV 89703

SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in, shallnot be subject to assessment to pay the debts
of the corporation.
<PAGE>

SEVENTH. The name and post office address of the incorporator(s) signing
the Articles of Incorporation is as follows:

NAME ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, Nevada 89703

EIGHTH. The resident agent for this corporation shall be:
CORPORATE ADVISORY SERVICE, INC.

The address of said agent, and, the principle or statutory address of this
corporation in the State of Nevada is.
251 Jeanell Dr. Suite 3,
Carson City, Nevada 89703

NINTH. The corporation is to have perpetual existence.

TENTH. In furtherance and, not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

Subject to the By-Laws, if any, adopted by the stockholders, to make, alter
or amend the By-Laws of the Corporation.

To fix the amount to be served as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this corporation.

By resolution passed by a majority of the whole Board, to consist of one
(1), or more committees, each committee to consist of one or more directors of
the corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be
stated in the By-Laws of the Corporation, or as may be determined from time to
time by resolution adopted by the Board of Directors.
<PAGE>

When and as authorized by the affirmative vote of the Stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for the purpose, or when authorized by written
consent of the holders of at least a majority of the voting stock is'sued and
outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease, or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests, of the Corporation.

ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for, or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as is in its discretion it shall
deem advisable.

TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockbolders, for damages for breach of
fiduciary duty as a director or officer involving any act of omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct; fraud or a knowing violation of
the law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.

THIRTEENTH. This Corporation reserves the rigbt to amend, alter, change, in
any manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.

<PAGE>

I, THE UNDERSIGNED, being the Incorporator Herein before named for the
purpose of forming a Corporation pursuant to the General Corpbration Law of the
State Of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein are true, and accordingly have
hereunto set my hand this 10th. day of May,, 1999.

/s/ Michael D. Taylor
---------------------
Michael D. Taylor

STATE OF NEVADA )
) ss.
CARSON CITY )

On this 10th. day of May, 1999, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada,
personally appeared:

Michael D. Taylor

Known to be the person whose name is subscribed to the foregoing document and
acknowledged to me that he executed the same.

/s/ Deanna K. Kelly
- -------------------
Notary Public

Corporate Advisory Service, Inc. does hereby accept as Resident Agent for
thepreviously named Corporation.

Corporate Advisory Service, Inc.

/s/ Michael D. Taylor 5/10/99
- --------------------- -------
By Mchael D. Taylor, President Date

TRADING SOLUTIONS.COM, INC.
---------------------------

By-Laws
-------

ARTICLE I MEETINGS OF STOCKHOLDERS
- --------- ------------------------

1. Stockholders meetings shall be held in the office of the Corporation, at
Carson City, NV, or at such other place or places as the directors shall from
time to time determine.

2. The annual meeting of the Stockholders of this Corporation shall be held
at 11 A.M., on the 14th. day of May of each year beginning in 2000, at which
time there shall be elected by the Stockholders of the Corporation a Board of
Directors for the ensuing year, and the Stockholders shall transact such other
bus m*ess as shall properly come before them.

3. A notice setting out the time and place of such annual meeting shall be
mailed postage prepaid to each of the Stockholders of record, at his address and
as the same appears on the stock book of the company, or if no such address
appears, at his last known place of business, at least ten (10) days prior to
the annual meeting.

4. If a quorum is not present at the annual meeting, the Stockholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each Stockholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.

5. Special meetings of the Stockholders may be called at any time by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the Corporation. The Secretary shall send a notice of such
called meeting to each Stockholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof No business shall be transacted at a special meeting except as
stated in the notice to the Stockholders, unless by unanimous consent of all the
Stockholders present, either in person or by proxy, all such stock being
represented at the meeting.
<PAGE>

6. A majority of the stock issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the Stockholders.

7. Each Stockholder shall be entitled to one vote for each share of stock
in his own name on the books of the company, whether represented in person or by
proxy.

8. All proxies shall be in writing and signed.

9. The following order of business shall be observed at all meetings of the
Stockholders so far as is practicable:

a. Call the roll;
b. Reading, correcting, and approving of the minutes of the previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business

ARTICLE II STOCK
- ---------- -----

1 . Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the Corporation.

2. . All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of shares and the
date of issue shall be entered on the company's books.

3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.

<PAGE>

ARTICLE III DIRECTORS
- ----------- ---------

1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the Stockholders at their meeting to manage the affairs of
the company. The Directors'terrn of office shall be one year, and Directors may
be re-elected for successive annual terms.

2. Vacancies on the Board of Directors by reason of death, resignation or other
causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.

3. Regular meetings of the Board of Directors shall be held at 1 P.M., on the
14th. day of May of each year beginning in 2000 at the office of the company at
Carson City, NV, or at such other time or place as the Board of Directors shall
by resolution appoint; special meetings may be called by the President or any
Director giving ten (10) days notice to each Director. Special meetings may also
be called by execution of the appropriate waiver of notice and call when
executed by a majority of the Directors of the company. A majority of the
Directors shall constitute a quorum.

4. The Directors have the general management and control of the business and
affairs of the company and shall exercise all the powers that may be exercised
or performed by the Corporation, under the statutes, the Articles of
Incorporation, and the By-Laws. Such management will be by equal vote of each
member of the Board of Directors with each board member having an equal vote.

5. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therei expressed, with the same force and effect as though such
resolution has been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
Corporation under its proper date.

<PAGE>

ARTICLE IV OFFTCFRS
- ---------- --------

1. The officers of this company shall consist of. a President, one or more
Vice President(s), Secretary, Treasurer, Resident Agent, and such other officers
as shall, from. time to time, be elected or appointed by the Board of Directors.

2. The PRESIDENT shall preside at all meetings of the Directors and the
Stockholders and shall have general charge and control over the affairs of the
Corporation subject to the Board of Directors. He shall sign or countersign 0
certificates, contracts and other instruments of the Corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.

3. The VICE PRESIDENT shall exercise the functions of the President during
the absence or disability of the President and shall have such powers and such
duties as may be assigned to him from time to time by the Board of Directors.

4. The SECRETARY shall issue notices for all meetings as renuired bv the
Bv-Laws shall keen a record of the minutes of the proceedings of the meetings of
the Stockholders and Directors, shall have charge of the corporate books, and
shall make such reports and perforin such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the Nevada
Corporation laws and supplies to the Nevada Resident Agent or Registered Office
in Nevada, and maintain, any and all amendments or changes to the By-Laws of the
Corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicate stock ledger specified
in the section is kept.

5. The TREASURER shall have the custody of all monies and secunties of the
Corporation and shall keep regular books of account. He shall disburse the funds
of the Corporation in payment of the just demands against the Corporation, or
as may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of a his transactions as Treasurer and of the
financial condition of the Corporation. He shall perform all duties incident to
his office or which are property required of him by the Board of Directors.

<PAGE>

6. The RESIDENT AGENT shall be in charge of the Corporation's registered
office in the State of Nevada, upon whom process against the Corporation may be
served and shall perform all duties required of him by statute.

7. The salaries of all offices shall be fixed by the Board of Directors and
may be changed from time to time by a majority vote of the board.

8. Each such officer shall serve for a term of one (1) year or until their
successors are chosen and qualified. Officers may be re-elected or appointed for
successive annual terms.

9. The Board of Directors may appoint such other officers and agents, as it
shall deem necessary or expedient, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
- --------- -----------------------------------------

1 . The Corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person who may have
served at the Corporations request as a Director or Officer of another
Corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them connection
with the defense of any action, suit or proceeding in which they, or any of
them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the Corporation, or of such other Corporation.,
except, in relation to matters as to which any such director or officer or
former Director or Officer or person shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of duty.
Such indemnification shall not be deemed exclusive of any other rights to which
those indemnified may be entitled, under By-Law, agreement, vote of Stockholders
or otherwise.

<PAGE>

ARTICLE VI AMENDMENTS
- ---------- ----------

1 . Any of these By-Laws may be amended by a majority vote of the
Stockholders at any meeting or at any special meeting called for that purpose.

2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Law adopted by the Stockholders of
the company.

CERTIFIED TO BE THE BY-LAWS OF:
TRADING SOLUTIONS.COM, INC.

BY:/s/ Michael A. Strahl
------------------------
Secretary

HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT 341 MAIN STREET SALINAS, CA 93901
(831) 759-1694 FAX (831) 759-1699

August 16, 1999

CONSENT OF INDEPENDENT AUDITOR

As the independent auditor for Trading Solutions.Com, Inc., I hereby
consent to the incorporation by reference in this Form SB-2 Statement and any
amendments thereto of my report, relating to the financial statements and
financial statement schedules of Trading Solutions.Com, Inc. for the period
ended June 30, 1999 included on Form SB-2 and amendments. Reports are dated June
30, 1999.

I further consent to the incorporation of my review report and financial
statements by reference in the Form 10-QSB and amendments thereto. These
statements cover the period for June 30, 1999. Report date of June 30, 1999.

/s/ Hawkins Accounting
----------------------

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 17,381
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,381
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 20,820
<CURRENT-LIABILITIES> 5,770
<BONDS> 0
0
0
<COMMON> 26,270
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 20,820
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (31,476)
<LOSS-PROVISION> (31,490)
<INTEREST-EXPENSE> (14)
<INCOME-PRETAX> 0
<INCOME-TAX> 800
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,290)
<EPS-BASIC> 0
<EPS-DILUTED> 0

</TABLE>

INVESTMENT BANKING AGREEMENT

This Agreement is made on the 13th day of May 1999, by and between Internet
Finance.com, Inc. (hereafter referred to as IF.COM) who's offices are located at
380 Foam Street, Suite 210, Monterey, California 93940 and Trading
Solutions.com, Inc. (hereafter referred to as TS.COM) who's address is 380 Foam
Street, Suite 210, Monterey, California 93940.

IF.COM's management and staff have a background in investment banking, corporate
finance, bridge -loans, sales and marketing and is willing to provide services
to TS.COM based on this background. TS.COM desires to have services provided by
IF.COM.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement IF.COM will
provide the following services, (collectively the "Services"):

Assist in the formation of the proposed corporation, including assistance
in all state and federal filings as well as all state and federal
filings that might be necessary for the proposed Private Placement
Offering.

Assist in the formulation and production of a business plan which shall
include the development of pro forma statements, break even analysis,
spreadsheets, graphs, charts and cost projections.

Produce an investor presentation package to include tools that range from
presentation folders to the most sophisticated audiovisual and
interactive computer technologies.

Prepare a Private Placement Offering Memorandum (in accordance with federal
exemption from registration in reliance upon the exemption from
registration provided by Section 4(2) of "The Act" and Regulation D
promulgated pursuant to Section 3(b) of "The Act") allowing the
company to raise additional capital (as outlined in Schedule A).

Act in the capacity as TS.COM's "Investment Banker" and assisting in the
placement of the companies securities to raise the money needed for
IF.COM to follow-Ahrough with their business plan.

Give professional advice and assistance in the areas of corporate
structure, corporate finance, management structure, time line
projections, future funding and marketing.

<PAGE>

2. OTHER SERVICES. TS.COM has agreed for IF.COM to buy 1,200,000 shares of
founders stock at $.01 per share. TS.COM has also agreed to repay the bridge
loan within the 6 month time frame of $3,000 + interest due. TS.COM has agreed
to allow IF.COM to name one board member at any time that it may be needed.
TS.COM has agreed to allow IF.COM to receive any options that may be issued to
them.

3. PERFORMANCE OF SERVICES. The manner in which the services are to be performed
and the specific hours to be worked by IF.COM shall be determined by IF.COM.
TS.COM will rely on IFCOM to work as many hours as reasonably necessary to
fulfill IF.COM's obligations under this Agreement.

4. PAYMENT. TS.COM will pay a fee to IFCOM in the amount of $22,000.00

S. FINDERS FEE. Trading Solutions. com, Inc. will pay to Robert A. Strahl a
finders fee of $1,000.00 per month for the first $499,000.00 raised. He will
then be paid $4,000.00 per month, which will be accumulative from the beginning
after raising $500,000.00 or more.

6. EXPENSES. IFCOM shall be entitled to reimbursement from TS.COM for all
reasonable "out-of-pocket" expenses including, but not limited to: travel,
meals, postage, copying and phone.

6. TERM/TERMINATION. This Agreement shall automatically terminate upon
consultant's completion of the services required by this Agreement.

7. RELATIONSHIP OF PARTIES. It is understood by both parties that IF.COM is an
independent contractor with respect to TS.COM and not an employee of TS.COM.
TS.COM will not provide fringe benefits for the benefit of IF.COM This includes
health insurance benefits, paid vacation or any other employee benefit.

S. CONFIDENTIALITY. IFCOM recognizes that has and will have the following
information and or trade secrets including, but not limited to: inventions,
apparatus, future plans, business affairs, process information, customer lists,
product design information and other proprietary information (collectively,'
"Information") which are valuable, special and unique assets of IFCOM agrees
that IF.COM will not at any time or in any manner, either directly or
indirectly, use any information for IFCOM's own benefit or will IRCOM divulge,
disclose or communicate in any manner, any information to any third party
without the prior written consent of TS.COM. IF.COM win protect the Information
and treat it as strictly confidential. A violation of this paragraph shall be a
material violation of this Agreement.

<PAGE>

9. RETURN OF RECORDS. Upon termination of this Agreement, IF.COM shall return
all records, notes, data, memorandum, models and equipment of any nature that
are in IF.COM's possession or under IF.COM's control that are property or relate
to's business.

10. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, and addressed as follows:

Internet Finance.com, Inc.
380 Foam Street, Suite 2 10
Monterey, CA 93940

Trading Solutions.com, Inc.
380 Foam Street, Suite 2 10
Monterey, CA 93940

Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.

11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of both
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements made between the parties.

12. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.

13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed and enforced as so limited.

14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.

15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.

TRADING SOLUTIONS.COM, INC.

By:/s/ Natalie Shahvaran
- ------------------------
Natalie Shahvaran, President

INTERNET FINANCE.COM, INC.

By:/s/ Robert A. Strahl
- -----------------------
Robert A. Strahl, President

INVESTMENTLETTER
AND
NMMORANDUM OF SUBSRIPTION/PURCHASE AGREEMENT

May 15, 1999

Trading Solutions.com, Inc.
380 Foam Street, Suite 210
Monterey, Californla 93940

In connection with the acquisition by the undersigned ______ shares of
common stock at $.50 per share of (the "Company"), the undersigned wishes to
advise you of his understanding of, agreement with and/or representation of, the
following:

These securities are not being registered under the Securities Act of 1933,
as amended (the "Act"), on the ground that this sale is exempt from registration
under Section 4(l) or Section 4(2) of the Act and the Rules and Regulations
promulgated thereunder as not involving any public offering. The Company's
reliance on such exemption is predicated in part on the representation of the
undersigned that he, she or it is acquiring such securities for investment for
her own account, with no present intention of dividing her participation with
others or reselling or otherwise distributing the same. These securities which
the undersigned is acquiring are "restricted securities" as that term is defined
in Rule 144 of the General Rules and Regulations under the Act. The undersigned
acknowledges that he, she or it understands that the securities covered hereby
are unregistered and must be held indefinitely, unless they are subsequently
registered under the Act or an exemption from such registration is available.

The undersigned agrees that any and all certificates, which may be issued
representing the securities acquired hereunder, shall contain substantially the
following legend, whidh the undersigned has read and understands:

The shares represented by this certificate have not been registered under
the Securities Act of 1933 (the "Act"), and are "restricted securities" as the
term is defined in Rule 144 under the Act. The share may not be offered for
sale, sold or otherwise transferred except, pursuant to an effective
registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company.

<PAGE>

May 15,1999
Page Two

The undersigned understands that the above legend on the certificates
would limit their value, including their value as collateral:

The undersigned further acknowledges that he, she or it understands that,
if the securities have been held for a period of at least two years and if Rule
144 adopted under the Act is applicable (there being no representation by the
Company that this rule will be applicable), then he, she or it may make only
routine sales of the securities in limited amounts in a specified manner in
accordance with the terms and conditions of the Rule. The undersigned further
acknowledges that he, she or it understands that, if Rule 144 is applicable (no
assurance of which can be made), he, she or it may sell the securities without
quantity limitation in sales not involving a market maker or through brokerage
transactions only if he, she or it has held the securities for at least three
years. In case the Rule is not applicable, any sales made by the undersigned may
be made only pursuant to other available exemption from registration under the
Act, or an effective registration statement.

The undersigned further acknowledges that he, she or it is aware that
only.the Company can file a registration statement or an offering statement
pursuant to Regulation A under the Act and that the Company has no obligation to
do so or to take steps necessary to make Rule 144 available to them. The
undersigned also has been advised and acknowledges that he, she or it
understands that, in the event Rule 144 is not available, the circumstances
under which he, she or it can sell the securities, absent registration or
compliance with Regulation A, are extremely limited.

The undersigned further acknowl6dges and represents to the Company that he,
she or it is purchasing the securities for her own account and not as a trustee
or nominee for any other person or persons, and that the funds or consideration
invested are her own. The undersigned further acknowledges aRd represents that
there are no existing legal restrictions applicable to her which would preclude
her acquisition of the securities for investment purposes, as described
hereinabove. The undersigned further represents that he, she or it has no
present plans to enter into any contract, undertaking, agreement or arrangement
for resale, distribution, subdivision or fractionalization of the securities
purchased hereby.

The undersigned further acknowledges that he, she or it understands that an
investment in the Company is extremely speculative and subject to a high degree
of risk.

<PAGE>

May 15,1999
Page Three

In this connection, the undersigned understands that he, she or it may lose her
entire investment in the Company.

The undersigned further acknowledges and represents to the Company that he,
she or it is able to bear the economic risk of losing her entire investment. The
undersigned ftirther acknowledges and warrants that her overall commitment to
investments which are not readily marketable is not disproportionate to her net
worth and her investment in the securities will not cause such overall
commitment to become excessive. The undersigned further represents that he, she
or it has adequate means of providing for her current needs and personal
contingencies and that he, she or it has no need for liquidity in connection
with her investment in the securities.

The undersigned further acknowledges that he, she or it fully understands
and agrees that the price of the Company's securities acquired by her was
arbitrarily determined without regard to any value of the securities. The
undersigned understands, additionally, that the price of the securities bears no
relation to the value of the assets or net worth of the Company or any other
criteria of value. The undersigned is aware that no independent evaluation has
been made with respect to the value of the securities. The undersigned further
understands and agrees that share of the preferred stock of the Company have
been or may in the future be issued to certain other persons for a cons.*
deration which may be less than the price paid by them for the securities.

The undersigned further acknowledge and represent to the Company that he,
she or it is knowledgeable and ex erienced in venture capital investments in
general and, in p particular, with respect to investments similar in nature to
an investment in the Company. The frequency of the undersigned's prior
investments in stocks (including restricted stocks), in general, and in
development-stage companies, in particular, and other investments, of whatever
kind, is as follows (check one in each column):

Restricted Development-Stage
Stocks Stocks Companies Other
------ ------ --------- -----
Frequently ______ __________ ________________ _____
Occasionally ______ __________ ________________ _____
Never ______ __________ ________________ _____

The undersigned further acknowledges that he, she or it is capable of
evaluating the merits -and risks of the Company.

<PAGE>

May 15, 1999
Page Four

The undersigned further acknowledges that he, she or it has such knowledge
and experience in financial and business matters that he, she or it is capable
of evaluating the merits and risks of an investment in the Company; that he, she
or it has been advised by the Company to consult with counsel regarding this
investment; and that he, she or it has relied upon the advice of such counsel,
accountants or other consultants as he, she or it deems necessary with regard to
tax aspects, risks and other considerations involved in the investment. The
undersigned's educational and occupational background which renders her capable
of evaluating the merits and risks of this investment is as follows:

_______________________________________________________________

The undersigned has made, or caused to be made, such investigation of the
Company, its management and its operations as he, she or it considers necessary
and appropriate to enable her to make an informed decision regarding her
investment.

Prior to making his, her or its investment, the undersigned was presented
with and acted upon the opportunity to ask questions of and receive answers from
the Company and its management relating to the Company and to obtain any
additional information necessary to verify the accuracy of the information made
available to them.

Prior to making his, her or its investment, the undersigned made
arrangements to conduct such inspection as he, she or it deems necessary of the
books, records, contracts, instruments and other data relating to the Company.

Before acquiring these securities, the undersigned was presented with and
understood the Company's business plan,'including, among other things, the
nature of the Company, fmancial reports and management.

The undersigned agrees that, upon the delivery of certificates for his, her
or its shares, the undersigned will execute and deliver to and for the benefit
of the Company any instruments the Company may require to evidence that the
purchase of her shares is for investment purposes only.

<PAGE>

May 15,1999
Page Five

On the date the undersigned acquired the securities, he, she or it had a
net worth (exclusive of home, furnishings and personal automobile) of:

(___) Less than $500,000
(___) $500,000 - $1,000,000
(___) $1,000,000 - $3,000,000
(___) $3,0,00,000 - $5,000,000
(___) More than $5,000,000

Liquid assets constituted the following percentage of the undersigned's net
worth on the date of acquisition of the securities:

(___) Less than 1%
(___) 1%-10%
(___) 10%-20%
(___) 20%-50%
(___) More than 50%

The undersigned's approximate net taxable income (after regular deductions)
in each of the two most recent calendar years was:

(___) Less than $ 100,000
(___) $100,000 - $200,000
(___) $200,000 - $500,000
(___) $500,000 - $1,000,000
(___) More than $1,000,000

Based upon the foregoing, the undersigned hereby acknowledges and
understands that high risk and speculative nature of t1fe share of preferred
stock of the Company which he, s4e or it is acquiring and the nature of the
management, financial condition and all other pertinent factors regarding the
Company and this investment. The undersigned further represents and warrants
that he, she or it is aware that the Company may be considered to be a
"development stage" company and he, she or it has fully satisfied herself with
respect to the nature of this investment. The undersigned further warrants and
represents that he, she or it has received no assurances of any kind relative
to, nor have there been any representations made by the Company or any of its
principals or affiliates regarding any potential appreciation in value of the
securities being acquired by her. The undersigned hereby represents and warrants
that he, she or it has sufficient knowledge and experience in business and
financial matters to evaluate the merits and risks of an investment of this
type. The undersigned further represents and acknowledges

<PAGE>

May 15,1999
Page Six

that he, she or it has made other investments in speculative businesses and is
generally familiar with "restricted" securities and he, she or it is otherwise
knowledgeable with respect to the Company and its proposed operations. Based
upon the foregoing understandings, the undersigned hereby reaff=s his, her or
its acquisition of the securities described in this Investment Letter and
Memorandum of Subscription/Purchase Agreement.

The foregoihg correctly expresses the intent, understanding and
acknowledgements of the undersigned.

________________________________
Signature

Current Address: Current Telephone Number:

_____________________ ____________________________
_____________________

Taxpayer Identification Number: Current Business:

_____________________ ____________________________

____________________________ ____________________________
Name of person connected with Relationship, if any, with the
______________, with whom above mentioned company
conferred concerning this representative:
investment:

____________________________
Length of relationship, if any,
with the above mentioned
company representative

/s/ Natalie Shahvaran
- ---------------------
ACCEPTING OFFICER OF COMPANY