HOJO HOLDINGS INC, SB-2/A, 1999-10-25

HOJO HOLDINGS INC
SB-2/A, 1999-10-25
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As filed with the SEC on October 22, 1999 SEC Registration No. 333-87111

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HOJO HOLDINGS, INC.
(Exact name of registrant as specified in charter)

Delaware 7373 11-3504866
(State or other jurisdiction) (Primary Standard Industrial (IRS Employer
Code) Identification
Number)

21 Blackheath Road
Lido Beach, New York 11561
(516)-670-0564
(Address and telephone number of registrant's principal executive offices and
principal place of business)

Joel Arberman
444 Bedford Street, Suite 8s
Stamford, Connecticut 06901
(203) 602-9994
(Name, address, and telephone number of agent for service)

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

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

If this Form is filed to register additional securities 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. [__]

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

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

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CALCULATION OF REGISTRATION FEE

Title of class of Proposed maximum Amount of
Securities to be aggregate offering Registration Fee
registered price (1)

Common Stock,
Par value $0.001
per share $625,000 $173.75
- --------- -------- -------

(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457 (o) under the Securities Act.

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<PAGE>

SUBJECT TO COMPLETION, DATED October 22, 1999

Hojo Holdings, Inc.

Maximum of 12,500,000 shares of common stock
The purchase price for our shares is $0.05
Total proceeds if maximum sold: $625,000

We are offering a maximum of 12,500,000 shares of our common stock. All of the
shares may be sold for cash at $0.05 per share, but as many as 6,250,000 shares,
also valued at $0.05 per share, may be issued for services at the fair market
value of the services rendered. The offering will remain open until November 1,
2000, unless we decide to cease selling efforts prior to this date.

This is the Hojo's initial public offering so there is no public market for our
shares. However, we hope to have prices for our shares quoted on the bulletin
board maintained by the National Association of Securities Dealers after we
complete our offering.

This is a risky investment. We have described these risks under the caption
"Risk factors" beginning on page *.

Per share Underwriting discounts Total
and commissions to Hojo (1)

Per share $0.05 None $0.05
Total maximum 625,000 None $625,000

The proceeds to be received by Hojo are amounts before deducting expenses of the
offering, estimated to be $30,000.

We will offer the shares ourselves and do not plan to use underwriters or pay
any commissions. We will be selling our shares using our best efforts and no one
has agreed to buy any of our shares. There is no minimum amount of shares we
must sell so no money raised from the sale of our stock will go into escrow,
trust or another similar arrangement.

Neither the Securities and Exchange Commission nor any state securities
commission have approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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

The date of this prospectus is October *___, 1999

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TABLE OF CONTENTS

SUMMARY......................................................................5

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

Use of Proceeds.............................................................11

Determination of Offering Price.............................................12

Dilution....................................................................13

SELLING SECURITY HOLDERS....................................................14

PLAN OF DISTRIBUTION........................................................16

Special Note Regarding Forward-Looking Statements...........................17

LEGAL PROCEEDINGS...........................................................17

LEGAL MATTERS...............................................................17

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS................17

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..............19

DESCRIPTION OF SECURITIES...................................................19

SHARES ELIGIBLE FOR FUTURE SALE.............................................20

RELATED PARTY TRANSACTIONS..................................................22

Business....................................................................22

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....................30

YEAR 2000 READINESS DISCLOSURE..............................................31

FINANCIAL STATEMENTS........................................................f1

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<PAGE>

SUMMARY

Hojo was incorporated in January 1999 and commenced operations in October
1999. We intend to become an Internet professional services firm specializing in
high-end web site development. We intend to obtain clients through commissioned
sales and marketing persons and to service our clients through a network of
independent web site developers and computer programmers that we are building.
Our principal executive offices are located 21 Blackheath Road, Lido Beach, New
York 11561. Our telephone number at that location is (516) 670-0564.

Common stock offered for sale. Up to a maximum of 12,500,000 shares

Price to the public. $0.05 per share in cash. However, as many
as 6,250,000 shares, also valued at $0.05 per
share, may be issued for services at the fair
market value of the services rendered.

Number of shares outstanding
before the offering. 2,500,000 shares

Number of shares to be
outstanding after the
offering. maximum of 15,000,000 shares

Terms of the offering. This is a no minimum offering.
Accordingly, as shares are sold, we will use the
money raised for our activities. The offering will
remain open until November 1, 2000, unless we
decide to cease selling efforts prior to this
date.

Use of proceeds. We intend to use the net proceeds of this offering
primarily for:
-> development of our web site,
-> recruiting independent contractors,
-> sales and marketing efforts, and
-> general corporate purposes.

Plan of distribution. This is a best efforts offering,
with no commitment by anyone to purchase any
shares. Our shares will be offered and sold by our
principal executive officer.

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<PAGE>

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision in our company.

Unless we are able to sell all of the shares offered, we may not be able to
continue as a going concern.

We were incorporated in January, 1999, and are, therefore, a development
stage company with a limited operating history. We need to receive substantially
all of the maximum proceeds of this offering to proceed with our business plan
and will require substantial additional capital, for which no agreements or
arrangements are currently in place, to implement our business plan.
Accordingly, our ability to continue as a going concern is dependent upon us
receiving the maximum proceeds of this offering and/or securing conventional
financing.

Hojo is in the development stage and has generated no revenues to date.

Hojo is currently in the development stage. We have not generated any
revenues. We have experienced losses and an accumulated deficit of $2,764
through August 31, 1999. Hojo had only $20 in cash as of August 31, 1999. You
should consider Hojo and our prospects in light of the risks, difficulties and
uncertainties frequently encountered by companies in an early stage of
development. You should not invest in this offering unless you can afford to
lose your entire investment.

We anticipate future losses and might not become profitable.

We anticipate that we will incur losses for the foreseeable future. Our
operating expenses are expected to increase significantly in connection with our
proposed activities. We will incur expenses in developing our web site, building
a network of independent web site developers, computer programmers and sales
agents and to establish our brand name. We cannot be certain that we can achieve
sufficient revenues in relation to our anticipated expenses to become
profitable. If we do become profitable, we cannot be certain that we can
maintain or increase our profitability.

If we do not attract enough clients, our web site development revenue will be
insufficient and we may have to cease operations.

We expect to derive our revenues from developing web sites. If we cannot
attract a large client base, we will not be able to generate sufficient web site
development revenue. Demand and market acceptance for Internet web site
development is uncertain. We cannot be certain that the market will continue to
emerge or become sustainable. If the market fails to develop or develops more
slowly than we expect, then our ability to generate revenue may be materially
adversely affected and we may have to cease operations. Our success will depend
in great part on our ability to successfully implement our marketing and sales
program and create sufficient levels of demand for our services.

Our success depends on the services of Ms. Blechner.

Ms. Blechner originated the plan for Hojo, and we continue to be dependent
on her efforts to oversee the development of the web site and to secure
independent web site developers, computer programmers, sales and marketing
agents and clients. If we lose her services we may have to cease operations. We
do not have insurance covering the life of Ms. Blechner.

Our dependence on third parties could hamper our growth prospects.

Our operating results will depend to a large extent on attracting and
retaining independent web site developers, computer programmers and sales and
marketing agents. We have very limited capabilities and experience in these
areas. In the future, we could be dependent for a substantial portion of our
sales and technical development on one or a very small number of independent
agents. In that event, the loss of one or more significant independent agents
could have a material adverse effect on our business and financial condition. To
date, we have no agreements with any web site developers, computer programmers
or sales and marketing agents.

We could lose money on projects where we set a fixed price.

We intend to bill our clients for projects based on the time we spend and
material we use. However, we also intend to offer services at negotiated fixed
prices. If we fail to estimate accurately the resources and time required for a
project or to complete projects within budget, we would have cost overruns and,
in some cases, penalties, which could hurt our business.

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<PAGE>

The market in which we operate is highly competitive and has low barriers to
entry.

The market for Internet web site development services is new, intensely
competitive, rapidly evolving and subject to rapid technological change. A few
of our competitors are listed on page *. Some of these competitors offer a full
range of Internet professional services and several others have announced their
intention to do so.

There are low barriers to enter Hojo's business. We expect to face
additional competition from new entrants into the market. Furthermore, many of
our current and potential competitors have longer operating histories, longer
relationships with clients and significantly greater financial, technical,
marketing and public relations resources than we do.

Potential clients may not widely adopt Internet solutions, and, if they do, may
not outsource such projects.

The market for Hojo's services will depend upon the adoption of Internet
solutions by customers. If customers and potential customers choose not to
implement Internet solutions, Hojo will address a smaller market and its
revenues could be hurt. Some critical unresolved issues concerning the use of
Internet solutions are security, reliability, cost, ease of deployment and
administration and bandwidth of the Internet itself. These issues may affect the
use of technologies to solve business problems. Some entities would have to
change significantly the way they do business to adapt to the Internet. Even if
these issues are resolved, businesses might not elect to outsource the design,
development and maintenance of their web sites to Internet professional services
firms such as ours.

Future non-public sales of our securities may be on terms more favorable than
the terms of this offering.

In order to raise additional working capital, we could make a limited number
of offers and sales of our common stock or other securities to investors in
transactions exempt from registration under the securities laws. These
purchasers may acquire our securities on terms more favorable than offered to
you. The price may not relate to any accepted measure of value. We may make
sales of our securities at a lower price than this offering.

Since this is a direct participation offering and there is no underwriter, there
may be less due diligence performed.

This offering is a direct participation offering. No underwriter has been
retained by Hojo to sell these securities. One of the functions of an
underwriter, along with such underwriter's counsel, is the performance of due
diligence in addition to that performed by our counsel. Without an underwriter,
we do not have the benefit of an additional due diligence review

This is a "best efforts" offering.

This offering is being conducted on a "best efforts" basis, meaning there is
no guarantee as to how much money we will be able to raise through the sale of
our stock. If we fail to sell all the stock we are trying to sell, our ability
to expand and complete our business plan will be materially effected, and
investors may lose all or substantially all of their investment.

Our management will have broad discretion in allocating a substantial portion of
the proceeds of this offering.

$515,000 or 86.60%, of the net proceeds of this offering has been
allocated for our working capital needs. Our management will have broad
discretion as to the application of these proceeds.

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<PAGE>

Use of Proceeds

Assuming we are able to sell all of the shares we are offering, we expect to
net approximately $595,000, after deducting the estimated expenses of the
offering of approximately $30,000.

The following table explains our anticipated use of the net proceeds of this
offering, based upon various levels of sales achieved. The entries in this table
are presented in the order or priority to us. Specifically, the first entry is
for the relatively fixed costs associated with conducting this offering and so
are not likely to change. The next entry is for our web site development, with
the remaining entries presented in their order of importance to us and our
success.

In general, the more shares we are able so sell, the more we will be able
to quickly retain sales agents, engage additional web site developers and
computer programmers and generally grow our company. The numbers above do not
include any deductions for selling commissions since we will be selling the
shares through the efforts of our officer who will not receive any commissions.

There is no minimum amount that must be sold in this offering and there is
no minimum or maximum amount that must be purchased by each investor. We may not
be able to raise the additional funds we need to operate our business. If we
receive no or nominal proceeds we will not remain as a viable going concern and
investors may lose their entire investment.

Application of 1,000,000 12,500,000
Net Proceeds shares sold shares sold

Offering Costs $ 30,000 $ 30,000
Corporate web site 10,000 20,000
Sales and marketing 10,000 60,000
Working capital 0 515,000
------------ -------

Total $50,000 $625,000

We will invest proceeds not immediately required for the purposes described
above principally in United States government securities, short-term
certificates of deposit, money market funds or other short-term interest bearing
investments.

In the event we receive the maximum proceeds of $625,000, owe believe that
these net proceeds, together with anticipated funds from operations, will
provide us with sufficient funds to meet our cash requirements for at least
twelve months following the date these maximum proceeds are raised. As set forth
in the above table, if we receive net proceeds in amounts less than the maximum
proceeds, this twelve-month time frame will probably be diminished and our
business plans will have to be decreased. None of the offering proceeds we
receive will be used to make loans to officers, directors and/or affiliates.

Our president has never been paid any salary from Hojo. Although she has
not been paid, our president has agreed to continue to work for us until the
minimum amount offered is sold or until the offering is abandoned. Our president
will be entitled to begin to receive an annual salary of $24,000 only when we
have issued $200,000 worth of our shares. We believe that this level of funding
will allow us to generate revenues that will allow our officers' salary to be
paid out of our operating profits. Our officer understands that if these amounts
of gross proceeds or net operating profits are never generated, she has little
chance of ever being paid for her services to our company.

In September, 1999, we secured a $12,500 credit line from Joel Arberman, a
close friend of our president, to pay our expenses while this offering is
completed. The agreement by which we borrowed these funds and may borrow in the
future provide that at our sole discretion, we have the right to convert the
amounts due to him into our common stock on the basis of one share of common
stock for each $0.05 of debt converted. In the alternative, we may take part of
the proceeds of the offering to pay these debts.

Our description represents our best estimate of the allocation of the net
proceeds of this offering based upon the current status of our business. We
based this estimate on assumptions, including expected size of our client base,
growth of our network of independent agents and revenues. We assumed that our
proposed services could be introduced without unanticipated delays or costs. If
any of these factors change, we may find it necessary to reallocate a portion of
the proceeds within the above-described categories or use portions of the
proceeds for other purposes. Our estimates may prove to be inaccurate or new
activities may be undertaken which will require considerable additional
expenditures or unforeseen expenses may occur.

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<PAGE>

If our plans change or our assumptions prove to be inaccurate, we may need
to seek additional financing sooner than currently anticipated or curtail our
operations. We may need to raise additional funds in the future in order to fund
more aggressive brand promotions and more rapid expansion, to develop newer or
enhanced products or services, to fund acquisitions, to respond to competitive
pressures, or to acquire complementary businesses, technologies or services. The
proceeds of this offering may not be sufficient to fund our proposed expansion
and additional financing may not become available if needed.

Determination of offering price

There is no established public market for the shares of common stock being
registered. As a result, the offering price and other terms and conditions
relative to our shares have been arbitrarily determined by us and do not
necessarily bear any relationship to assets, earnings, book value or any other
objective criteria of value. In addition, no investment banker, appraiser or
other independent, third party has been consulted concerning the offering price
for the shares or the fairness of the price used for the shares.

Dilution

Purchasers of the shares will experience immediate and substantial dilution
in the value of their shares after purchase. The difference between the initial
public offering price per share and the net tangible book value per share of
common stock after this offering constitutes the dilution to investors in this
offering. Net tangible book value per share is determined by dividing total
tangible assets less total liabilities by the number of outstanding shares of
common stock.

At August 31, 1999, we had a net tangible book value of $20 or $0.00 per
share. After giving effect to the sale of the maximum of 12,500,000 shares and
the receipt of $625,000, less offering expenses estimated at $30,000, our
adjusted net tangible book value at August 31, 1999 would have been $595,000 or
$.04 per share. This represents an immediate increase in net tangible book value
of $.04 per common share if we are able to complete the maximum offering to the
existing shareholders. Completing the maximum offering would result in an
immediate dilution of $.01 per common share to persons purchasing shares in this
offering.

The following table explains our anticipated use of the net proceeds of this
offering, based upon various levels of sales achieved:

August 31, 1999 1,000,000 shares sold 12,500,000 shares sold

Public offering price per share n/a $0.05 $0.05

Net tangible book value $0 n/a n/a
per share of common stock
before the offering

Pro forma net tangible n/a $0.01 $0.04
book value per share
of common stock after the offering

Increase to net tangible n/a $0.01 $0.04
book value per share
attributable to purchase of
common stock by new investors

Dilution to new investor n/a $0.04 $0.01

</TABLE>

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PLAN OF DISTRIBUTION

General.

We are offering up to a maximum of 12,500,00 Shares at a price of $0.05 per
share to be sold by our executive officers and directors. If we sell the shares
through our executive officers and directors, no compensation will be paid with
respect to such sales. Since this offering is conducted on a "best efforts"
basis, there is no assurance that any of the shares will be sold.

The offering will remain open until November 1, 2000, unless the maximum
proceeds are received earlier or we decide to stop selling our shares. Our
officer and existing stockholders may purchase shares in this offering.

No escrow of proceeds.

There will be no escrow of any of the proceeds of this offering.
Accordingly, we will have use of all funds raised as soon as we accept a
subscription and funds have cleared. These funds shall be non-refundable to
subscribers except as may be required by applicable law.

Shares issued for services

As many as 6,250,000 shares may be issued for services. Any shares that
are issued for services will be valued at $0.05 per share, which is the amount
we could have received if we sold the shares instead of issuing it for services.

We do not currently have any agreements with others to issue shares for
services. However, we do anticipate that in the future, we may issue shares for
web site development, computer programming, sales and marketing, Internet access
and other services. When we issue shares for services, the value of the services
must be a fair market value. The fair market value of the service provided will
be determined by our president and will be based upon a reasonable evaluation of
market rates and values for specific services.

Special Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements that reflect our views
about future events and financial performance. Our actual results, performance
or achievements could differ materially from those expressed or implied in these
forward-looking statements for various reasons, including those in the "risk
factors" section on page *. Therefore, you should not place undue reliance upon
these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements.

LEGAL PROCEEDINGS

We are not a party to or aware of any threatened litigation of a material
nature.

LEGAL MATTERS

The validity of the shares offered under this prospectus is being passed upon
for us by Hoge, Evans, Holmes, Carter & Ledbetter PLLC, Dallas TX.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table and subsequent discussion contains information concerning
our directors and executive officer, who will serve in the same capacity with us
upon completion of the offering. Our executive officer was elected to her
position in 1999.

Name Age Title

Holli Blechner 24 president and director

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There are no other persons nominated or chosen to become directors or executive
officers nor do we have any employees other than above.

Holli C. Blechner. Ms. Blechner has served as the president, secretary,
treasurer and a director of Hojo since January 1999. Since January 1999 Ms.
Blechner also serves as the president, secretary, treasurer and a director of
three other companies; HB Holdings, Inc., JAHB Holdings Inc. and HBJA Holdings
Inc. From October 1998 until present, she has worked as an independent
occupational therapist contractor for various contracting agencies. From October
1997 until October 1998, Ms. Blechner served as an occupational therapist at
United Presbyterian Residence Care Corp, a skilled nursing facility. From
September 1995 to October 1997, she earned a M.A degree in Occupational Therapy
from Touro College. Ms. Blechner is a registered and licensed Occupational
Therapist, is NBCOT Certified and holds a license in New York and Connecticut.

Our directors all hold office until the next annual meeting of shareholders
and the election and qualification of their successors. Directors receive no
compensation for serving on the board of directors other than reimbursement of
reasonable expenses incurred in attending meetings. Officers are appointed by
the board of directors and serve at the discretion of the board.

Executive Compensation

The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to us in all capacities during the period ended August 31,
1999, by our executive officers whose salary and bonus for the period exceeded
$100,000.

Summary Compensation Table
Long-Term Compensation Awards

Name and Principal Compensation - 1999
Position Salary ($) Bonus ($)Number of shares
---------- --------- Underlying Options (#)

Holli Blechner, president None None None

Ms. Blechner is currently employed by Hojo Holdings, Inc. at an annual salary of
$24,000 per annum according to a two year written employment agreement signed on
August 31, 1999. Ms. Blechner is not accruing or entitled to any compensation
and will not be paid until Hojo raises at least $200,000 from this offering. Her
employment agreement provides for reimbursement of business related expenses,
four weeks of vacation per calendar year, medical and disability benefits,
additional benefits as offered by Hojo and bonus entitlement. Until there is an
independent board member, Ms. Blechner has verbally agreed not to receive any
benefits or bonus from Hojo. The employment contract also contains standard
non-compete, termination, confidentiality and other clauses.

We do not presently have a stock option plan but intend to develop an
incentive-based stock option plan for our officers and directors in the future
and may reserve up to ten percent of our outstanding shares of common stock for
that purpose.

Conflict of Interest - Management's Fiduciary Duties.

A conflict of interest may arise between management's personal financial
benefit and management's fiduciary duty to you. Management's interest in their
own financial benefit may at some point compromise their fiduciary duty to you.

No proceeds from this offering will be used to purchase directly or
indirectly any shares of the common stock owned by management or any present
shareholder, director or promoter. No proceeds from this offering will be loaned
to any current management or director. We also will not purchase the assets of
any company, which is beneficially owned by any of our officers, director,
promoter or affiliate.

Our directors and officers are or may become, in their individual
capacities, officers, directors, controlling shareholders and/or partners of
other entities engaged in a variety of businesses. Holli Blechner is already
engaged in business activities outside of ours, and the amount of time she will
devote to our business will only be about ten to twenty hours per month.
However, once a minimum of $200,000 of capital is raised, Ms. Blechner intends
to devote approximately 40 hours per week to Hojo.

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Ms. Blechner is an independent occupational therapist and is also involved
in three businesses that do not have any current business operations. She does
not devote any time to those entities. If Hojo raises at least $200,000 of
funding, Ms. Blechner will devote at least 40 working hours per week to Hojo and
the rest of her time as she deems appropriate. There exists potential conflicts
of interest including allocation of time between Hojo and her other business
activities.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of our common stock before and after giving effect to the
sale of the maximum number of shares of common stock offered. All shareholders
have sole voting and investment power over the shares beneficially owned.
Included within this table is information concerning each stockholder who owns
more than 5% of any class of our securities, including those shares subject to
outstanding options. Although our officers or directors may purchase shares in
this offering, the following amounts assume that our officers or directors do
not purchase any additional shares.

Beneficial Ownership Shares owned Percentage of
Class of common stock Before offering After offering

Holli Blechner 900,000 36.00% 6.00%
21 Blackheath Road
Lido Beach, New York 11561

Alfred Arberman (1) 200,000 8.00 1.30
18555 NE 14th Ave
Suite 611F
North Miami Beach, Fl 33179

Rachelle Arberman (1) 200,000 8.00 1.30
18555 NE 14th Ave
Suite 611F
North Miami Beach, Fl 33179

Anil Goel 200,000 8.00 1.30
75-114 Broadway Ave.
Toronto, Ontario M4P1V1, Canada

Brad Jones 200,000 8.00 1.30
80 Kilworth Park Drive
RR#3 Komoka, Ontario, N0L10, Canada

Roger Mclelland (2) 150,000 6.00 1.00
P.O. Box 235
Ajax Ontario, L1S3C3 Canada

Shanti Mclelland (2) 150,000 6.00 1.00
26 Parker Crescent
Ajax, Ontario L1S3R5 Canada

Brad Rotter 150,000 6.00 1.00
1700 Montgomery Street
Suite 250
San Francisco, California 94111

(1) Alfred Arberman and Rachelle Arberman disclaim all beneficial ownership of
each others common shares.
(2) Roger Mclelland and Shanti Mclelland are brothers.

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DESCRIPTION OF SECURITIES

Current Capital Structure.

As of the date of this prospectus, we have 20,000,000 shares of common
stock, par value $0.001, authorized, with 2,500,000 shares outstanding held of
record by 50 stockholders. If the maximum number of shares offered in this
prospectus are purchased there will be a total of 15,000,000 shares of common
stock issued and outstanding.

Common Stock.

The holders of common stock are entitled to one vote for each share held of
record on all matters to be voted on by the shareholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50 per cent of the shares voted for the election of
directors can elect all of the directors. The holders of common stock are
entitled to receive dividends when, as and if declared by the board of directors
out of funds legally available. In the event of liquidation, dissolution or
winding up of our company, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having preference over the common stock. When issued for the consideration
outlined in this prospectus, all of the outstanding shares of common stock will
be fully paid and non-assessable.

Preferred Stock.

Hojo Holdings is not presently authorized to issue shares of preferred
stock. However, our board of directors is empowered, without shareholder
approval, to issue additional series of preferred stock with such designations,
rights and preferences as they may from time to time determine. Thus, preferred
stock, if issued, could have dividend, liquidation, conversion, voting or other
rights that could adversely affect the voting power or other rights of the
common stock. Preferred stock, if issued, could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of our company.

Options and Warrants. We do not presently have any options or warrants
authorized. However, our board of directors may later determine to authorize
options and warrants for Hojo Holdings.

Dividend Policy. To date, we have not paid any dividends. The payment of
dividends, if any, on the common stock in the future is within the sole
discretion of the board of directors and will depend upon our earnings, capital
requirements, financial condition, and other relevant factors. The board of
directors does not intend to declare any dividends on the common stock in the
foreseeable future, but instead intends to retain all earnings, if any, for use
in our business operations.

Transfer Agent and Registrar . We intend to use Florida Atlantic Stock
Transfer, Inc., Tamarac, Florida as our transfer agent for the common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have 15,000,000 shares of common
stock outstanding, if we sell all of the shares offered in this offering. Of
these shares, the 12,500,000 shares sold in this offering will be freely
tradeable without restriction under the Securities Act, by persons other than
"affiliates" of Hojo. The remaining 2,500,000 shares will be "restricted
securities" within the meaning of the Securities Act. Restricted securities
cannot be publicly sold unless registered under the Securities Act or sold in
accordance with an exemption from registration, such as that provided by Rule
144 under the Securities Act.

In general, under Rule 144, restricted securities held by any person who is
not an affiliate of the company and who has beneficially owned his or her shares
for at least two years are freely tradeable. In addition, under Rule 144, a
person who has beneficially owned restricted securities for at least one year,
including persons who may be deemed "affiliates" of the company, as the term
affiliate is defined in Rule 144, would be entitled to sell, within any
three-month period, a number of common shares of which does not exceed the
greater of 1% of our then outstanding common shares or the average weekly
trading volume in the over-the-counter market during the four calendar weeks
preceding the date on which notice of the sale is filed with the Securities and
Exchange Commission under Rule 144.

No sales are permitted, however, unless the current information about Hojo
prescribed by Rule 144 is publicly available, sales are made through brokers or
market makers in the manner prescribed by the rule, and all other requirements

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of the rule are met. The restricted shares outstanding have been held for
varying periods of time, and certain of such shares have been held for the
requisite periods and may be sold at any time subject to the volume limitations
set forth above. If there are significant sales of our common shares by existing
shareholders or sales of any of the shares underlying warrants when such shares
have been registered pursuant to an effective registration statement, the price
of our common shares may go down.

There is presently no agreement by any holder, including our "affiliates",
of "restricted" shares not to sell their shares.

After this offering, our executive officer and director will own 900,000
shares of the common stock, which will represent 6.00% of the total shares
outstanding. We cannot predict the effect, if any, that offer or sale of these
shares would have on the market price. Nevertheless, sales of significant
amounts of restricted securities in the public markets could adversely affect
the fair market price of the shares, as well as impair our ability to raise
capital through the issuance of additional equity shares.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

Our certificate of incorporation contains provisions permitted under the
General Corporation Law of Delaware relating to the liability of directors. The
provisions eliminate a director's liability to stockholders for monetary damages
for a breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the General Corporation Law of
Delaware. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.

Following the close of this offering, we will be subject to the State of
Delaware's business combination statute. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a business combination with
a person who is an interested stockholder for a period of three years after the
date of the transaction in which that person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An interested stockholder is a
person who, together with affiliates, owns, or, within three years prior to the
proposed business combination, did own 15% or more of our voting stock. The
statute could prohibit or delay mergers or other takeovers or change in control
attempts and accordingly, may discourage attempts to acquire us.

As permitted by Delaware law, we intend to eliminate the personal liability
of our directors for monetary damages for breach or alleged breach of their
fiduciary duties as directors, subject to exceptions. In addition, our bylaws
provide that we are required to indemnify our officers and directors, employees
and agents under circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and we would be required to
advance expenses to our officers and directors as incurred in proceedings
against them for which they may be indemnified. The bylaws provide that we,
among other things, will indemnify officers and directors, employees and agents
against liabilities that may arise by reason of their status or service as
directors, officers, or employees, other than liabilities arising from willful
misconduct, and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. At present, we are not aware
of any pending or threatened litigation or proceeding involving a director,
officer, employee or agent of ours in which indemnification would be required or
permitted. We believe that our charter provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.

We have agreed to the fullest extent permitted by applicable law, to indemnify
all our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of Hojo
pursuant to the foregoing provisions, or otherwise, the Hojo 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.

RELATED PARTY TRANSACTIONS

On January 6, 1999, Ms. Blechner, our president, purchased 900,000 shares for a
total consideration of $900.

Ms. Blechner, our president, provides various equipment and a portion of her
home for office space for no consideration. The value of this equipment and
office space are considered to be insignificant.

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Joel Arberman, a close friend of our president, has provided a line of credit in
the amount of $12,500 to us. Advances under the verbal agreement, interest is
accrued at a fixed rate of 6%, are unsecured, can be converted into common
shares, at our sole discretion, at the rate of one share per $0.05 loaned and
have no specific repayment terns.

All future transactions between Hojo and its officers, directors or 5%
shareholders, and their respective affiliates, will be on terms no less
favorable than could be obtained from unaffiliated third parties and will be
approved by a majority of any independent, disinterested directors.

BUSINESS

General

Our Market

Web sites provide companies with a new set of tools for improving basic
business processes such as communications, data transmission, marketing,
transaction processing and customer service. Web sites can present advertising
and marketing materials in new and compelling fashions, display products and
services in electronic catalogs, offer products and services for sale online,
process transactions and fulfill orders, provide customers with rapid and
accurate responses to their questions, and gather customer feedback efficiently.

Businesses are rapidly adopting the use of web sites. Companies
implementing web site solutions often must rely on fundamentally new business
approaches because these solutions utilize new technologies and allow companies
to implement a broad scope of business process improvements. Businesses seeking
to realize the benefits provided by web site solutions face a formidable series
of challenges presented by the need to link business strategy with new and
rapidly changing technologies and continuously updated content.

Before creating any web site, a company must first conduct a thorough
needs assessment to review its strategic business requirements and compare them
to the capabilities of its existing processes and systems. Next, the company
must design the solution and develop an implementation plan. The implementation,
establishment and maintenance of the solution will require significant technical
expertise in a number of areas, such as electronic commerce systems, security
and privacy technologies, application and database programming, mainframe and
legacy integration technologies and advanced user interface and multimedia
production.

Similarly, recent trends are changing the marketing communications
requirements of businesses throughout the world. Businesses must be able to
develop and execute marketing strategies rapidly, because shortening product
life cycles reduce lead times for marketing campaigns. Internet-related services
have emerged as an integral component of marketing and communications strategy.
This new media and the increasing complexity of sophisticated digital delivery,
storage and multimedia enhancement tools and technologies enable companies to
improve the effectiveness of communications, but pose additional challenges to
businesses striving to link business strategy with rapidly changing
technologies.

To perform the multitude of Internet professional services in-house, a company
would have to make substantial commitments of time, money and technical
personnel to keep current with rapidly evolving technologies, content
presentation techniques and competitors' offerings. Professionals with the
requisite strategic, technical and creative skills are often in short supply and
many organizations are reluctant to expand their internal information systems or
marketing departments for particular engagements at a time when they are
attempting to minimize fixed costs to increase returns on investment. At the
same time, external economic factors encourage organizations to focus on their
core competencies and limit workforces in the information technology management
and marketing areas.

Accordingly, many businesses have chosen to outsource a significant
portion of the design, development and maintenance of their web sites and the
development and implementation of their marketing strategies to independent
professionals. These independent professionals can leverage accumulated
strategic, technical and creative talent and track developments in a field
characterized by extremely short technology, process and content lifecycles.

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Companies seeking to establish Internet solutions may turn to their
traditional marketing or technology service providers for assistance. However,
most of these providers have neither a proven track record of successful
Internet solution deployment nor the full portfolio of strategy, technology,
marketing and creative skills required to serve client needs effectively. A
number of small Internet professional services firms have emerged to address the
significant and rapidly growing market for Internet solutions.

We believe that the rapidly increasing demand for Internet solutions has
created a significant market opportunity for our Internet professional services
firm. In the currently fragmented and rapidly changing environment, an
organization that could deliver the creative strengths of advertising and
marketing firms, the strategic skills and technical capabilities of information
technology consulting service providers, could capitalize on this opportunity to
help companies build their businesses in innovative ways.

Strategy

Our mission is to provide clients with the expertise and resources required
to help build their businesses using Internet solutions. To capitalize on the
opportunity presented by the rapid growth in demand for such services, we are
building a professional services firm with independent representatives to
develop client relationships and gain an in-depth understanding of client needs.
We believe that our operational model will enable us to scale rapidly by
leveraging external resources as our operations expand.

Services

We anticipate that we will begin to offer our services during the first
quarter of next year.

We intend to offer a range of services to deliver Internet solutions designed
to help clients build their businesses. In each consulting engagement, the
client can contract for the specific services it requires, depending on the
nature of the engagement and the capabilities of the client's organization. We
intend to bill the majority of our engagements on a time and materials basis,
although we also intend deliver solutions on a fixed-price basis.

By early next year, we intend to offer the following services:

- - Strategy consulting. To conduct a thorough study of a client's strategic
market position, business requirements and existing systems and capabilities to
determine the ways in which Internet solutions can most improve their business
processes. We would deliver our recommendations, which define the strategic
basis for a specific Internet solution that takes into account the client's
budget, timeline and available resources.

- - Analysis and design. We would translate the client's strategic requirements
into a system or process design architecture, a blueprint that defines the roles
the system will perform to meet those requirements. By choosing us, our clients
would receive vendor-neutral solutions prepared by Internet-focused consultants.
We would research, test and evaluate virtually all major Internet technologies
and tools to design system and process architectures that successfully meet
client needs. Our objective is to design, build and deploy a solution that is
logically planned, scales well over time, is sufficiently secure, and is easy to
use, administer and manage.

- - Technology development and implementation. We would build a testable version
of the client's solution based on the blueprint produced in the analysis and
design phase. We would design, code, integrate and test all necessary programs
and components using a broad range of expertise, including object-based and
relational database systems; electronic commerce systems; custom ActiveX, Java
and C++ programming and host integration; implementation of third-party
applications and security technologies; and integration of hardware, software
and Internet access products. Our independent graphic designers would work to
create a compelling user interface for the solution to enable it to attract and
hold the attention of the client's target audience while conforming to the
client's brand image and marketing campaigns. We would then test the solution
created in the development phase and ready it to be deployed into a full
production system.

- - Audience development. We would work with clients to develop a strategy for
achieving its online marketing objectives by increasing web site traffic,
strengthening brand awareness and generating sales leads. We intend to provide
online media planning and purchasing services and advice regarding online public
relations.

- - Maintenance. We would provide the client with ongoing support services for its
Internet solutions, from content maintenance to site administration, for as long
as the client wishes. Our technical consultants could assist clients on a
case-by-case basis to resolve technical problems, provide assistance with the
hosting environment, and deliver support for Internet solution software.

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Web site developers and computer programmers

We have started to identify suitable consultants to work with us but at
this time we do not have any agreements with any web site developer or computer
programmer. By the end of this year, we anticipate that we will have several
individuals who will agree to assist us in fulfilling certain technical
requirements by future clients. Our president will identify and try to retain
initial consultants through networking and advertisements in technology related
publications.

We expect that our consultants will be paid on a time and materials basis.
Prior to bidding on client contracts, we will estimate the time and materials
required completing the project. However, in some cases, we may agree to a
negotiated fixed project. If we fail to estimate accurately the resources and
time required for a project or to complete projects within budget, we would have
cost overruns and, in some cases, penalties, which could hurt our business.

Clients

We do not have any clients at this time. We will not be able to secure any
clients until we receive at least $50,000 of proceeds from this offering, build
an initial network of web site developers and initiate a sales and marketing
campaign.

We intend to market our services primarily to small and medium-sized
companies, which we define as those with over 10 but less than 500 employees.
Such companies have several desirable characteristics as potential clients: a
need for Internet solutions ranging from basic to complex and highly functional
web sites, reasonable budgets devoted to information technology expenditures,
and a relatively high willingness to adopt Internet-based strategies and
solutions. We tailor our professional services to meet the specific needs of
these clients.

For Internet solutions, clients would typically begin by establishing a basic
web site and then implement increasingly powerful business solutions. Our
strategy is to provide clients with services at all stages of their adoption of
Internet solutions. We will target clients whose Internet technology and
marketing communications consulting needs will result in projects that will
generate $25,000 to $250,000 in revenues. However, in the early stages of our
business, we may need to accept smaller size contracts in order to build a
portfolio of references.

Our future consulting engagements may involve projects that are critical to
the operations of our clients' businesses. If we do not perform to our clients'
expectations, we face potential liability. Any failure or inability to meet a
client's expectations in the performance of our services could injure Hojo's
business reputation or result in a claim for substantial damages. Our projects
may involve use of material that is confidential or proprietary client
information. The successful assertion of one or more large claims against us for
failing to protect confidential information or failing to complete a project
properly and on time could hurt us.

Marketing

We anticipate that we will begin to identify and market to clients during
the first quarter of next year. We will not be able to begin marketing until we
receive at least $50,000 of proceeds from this offering.

We intend to sell our services through independent sales and marketing
agents. These independent agents would typically target our sales efforts at
senior executives within a buying organization. When a prospective client is
interested in working with us, we will analyze which portions of its development
we can support. Throughout this analysis, we work with the prospective client to
negotiate terms of a service agreement. Clients are expected to enter into
short-term agreements with us. Our goal through this process is to demonstrate
our capability to provide savings, and to obtain a longer-term service agreement
with the client.

Our marketing efforts will be dedicated to demonstrating the benefits of
Internet solutions, and the effectiveness of our organization in providing such
solutions, to key decision makers in client organizations. We believe that a
strong Hojo brand provides us with a competitive advantage over those Internet
professional services firms whose brands may not be as well known or may not
convey the same focused message of competence, security and results.

Our marketing efforts will be focused on general communications and on
obtaining referrals from our existing clients. We may participate in trade
conferences and industry forums, and advertise in business publications. We
intend to increase our advertising and marketing expenditures in an effort to
become better known in our target markets. These expenditures will cover the

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addition of sales, marketing and business development agents, increased
advertising, increased media relations, increased presence at trade conferences,
and continuing improvements to our web site.

Our marketing budget depends on a number of factors, including our results of
operations and ability to raise additional capital. In the event that we are
successful in raising additional capital or our results of operations exceed our
expectations, our marketing budget for the next 12-month period will increase
significantly.

Strategic Relationships

We do not have any strategic relationships at this time. We intend to
enter into strategic relationships with a limited number of leading Internet
hardware, software and content companies. We believe that these relationships,
which will typically be non-exclusive, enable us to deliver clients more
effective solutions with greater efficiency because the strategic relationships
provide us with the opportunity to gain early access to leading-edge technology,
cooperatively market products and services with leading technology vendors,
cross-sell additional services and gain enhanced access to vendor training and
support. We also believe that these relationships are important because they
leverage the strong brand and technology positions of these market leaders.

Operations

Our operations are in Lido Beach, New York. We are currently borrowing all
of our computer, telecommunications and Internet equipment from our president.
Our systems include one IBM compatible computer containing web site development,
marketing and accounting software.

We currently do not have any redundant systems that would handle our
system functions in the event of a system failure, nor do we have an off-site
backup of our information. In the event of a catastrophic loss at our Lido Beach
facility resulting in damage to, or destruction of, our computer,
telecommunications and Internet systems, we would have a material interruption
in our business operations.

Competition

The market for Internet professional services is relatively new, intensely
competitive, rapidly evolving and subject to rapid technological change. We
expect competition to persist, intensify and increase in the future. Some of our
larger competitors include other Internet professional service firms including;
Zefer, Usweb, Razorfish and Rare Medium.

There are relatively low barriers to entry into our business. For example, we
have no significant proprietary technology that would preclude or inhibit
competitors from entering the Internet professional services market. We expect
to face additional competition from new entrants into the market in the future.
Existing or future competitors could develop or offer services that provide
significant performance, price, creative or other advantages over those offered
by us.

We believe that the principal competitive factors in our market are strategic
expertise, technical knowledge and creative skills, brand recognition,
reliability of the delivered solution, client service and price. Most of our
current and potential competitors have longer operating histories, larger
installed client bases, longer relationships with clients and significantly
greater financial, technical, marketing and public relations resources than we
have and could decide at any time to increase their resource commitments to our
market. In addition, the market for Internet solutions is relatively new and
subject to continuing definition, and, as a result, the core business of certain
of our competitors may better position them to compete in this market as it
matures. Competition of the type described above could materially adversely
affect our business, results of operations and financial condition.

Acquisitions

As of the date of this prospectus, we do not have any specific acquisition
that is currently contemplated or probable. However, in the future, we intend to
seek to expand our operations by acquiring companies in businesses that we
believe will complement or enhance our business.

We may not be able to ultimately effect any acquisition, successfully
integrate any acquired business in our operations or otherwise successfully
expand our operations. We have not established any minimum criteria for any
acquisition and our management has complete discretion in determining the terms
of any acquisition.

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After this registration statement becomes effective, we intend to issue
common shares to pay for acquisitions of assets, technologies or securities of
additional businesses in the future. We have not negotiated the terms of any
future acquisitions yet, and there is no deadline for issuing the remaining
shares. We might pay for future acquisitions using some combination of shares,
cash and assumption of liabilities. When we negotiate acquisitions, we consider
many factors regarding valuation and payment terms. We expect that the shares
issued in any acquisition will be valued at $0.05.

Our acquisition strategy involves a number of risks and uncertainties, and we
cannot be sure that we will be able to identify suitable acquisition candidates,
acquire companies on acceptable terms or integrate their operations successfully
with ours. As we issue stock to complete future acquisitions, our existing
stockholders will experience ownership dilution.

Regulation of our business

We do not currently face direct regulation by any governmental agency, other
than laws and regulations generally applicable to businesses.

Due to the increasing popularity and use of the Internet, it is possible
that a number of laws and regulations may be adopted in the U.S. and abroad with
particular applicability to the Internet. It is possible that governments will
enact legislation that may be applicable to us in areas including content,
network security, encryption and the use of key escrow, data and privacy
protection, electronic authentication or "digital" signatures, illegal and
harmful content, access charges and retransmission activities. Moreover, the
applicability to the Internet of existing laws governing issues including
property ownership, content, taxation, defamation and personal privacy is
uncertain.

The majority of laws that currently regulate the Internet were adopted
before the widespread use and commercialization of the Internet and, as a
result, do not contemplate or address the unique issues of the Internet and
related technologies. Any export or import restrictions, new legislation or
regulation or governmental enforcement of existing regulations may limit the
growth of the Internet, increase our cost of doing business or increase our
legal exposure. Any of these factors could have a material adverse effect on our
business, financial condition and results of operations.

Violations of local laws may be alleged or charged by state or foreign
governments and we may unintentionally violate local laws and local laws may be
modified, or new laws enacted, in the future. Any of these developments could
have a material adverse effect on our business, results of operations and
financial condition.

Employees

As of the date of this prospectus, we employed one person that is engaged in
executive management, sales and marketing and is located in our corporate
facilities in Lido Beach, New York. Our employee is not represented by a labor
union. We have experienced no work stoppages and our relationship with our
employee is good.

From time to time, we will employ additional independent contractors to
support our development, technical, marketing, sales, support and administrative
organizations. Competition for qualified personnel in the industry in which we
compete is intense. We believe that our future success will depend in part on
our continued ability to attract, hire or acquire and retain qualified
employees.

Properties

We have our corporate headquarters in Lido Beach, New York. Substantially
all of our operating activities are conducted from 200 square feet of office
space provided by our president at no charge. We believe that additional space
will be required as our business expands and believe that we can obtain suitable
space as needed. We do not own any real estate.

Legal Proceedings

We are not currently involved in any legal or regulatory proceedings or,
arbitration. However, our business involves substantial risks of liability,
including possible exposure to liability under federal, state and international
laws in connection with the gathering and use of information about our users,
infringing the proprietary rights of others and possible liability for product
defects, errors or malfunctions.

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MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

Revenues

We do not generate any revenues yet. We intend to generate revenue by
offering a range of services to deliver Internet solutions designed to help
clients build their businesses. In each consulting engagement, the client can
contract for the specific services it requires, depending on the nature of the
engagement and the capabilities of the client's organization. We intend to bill
the majority of our engagements on a time and materials basis, although we also
intend to deliver solutions on a fixed-price basis.

Cost of Revenues

As we grow, our operating expenses will increase in connection with building
and maintaining our network of independent web site developers and programmers,
sales and marketing agents, web site development, and general and administrative
needed to support our growth.

Web site developer and programmer expenses consist primarily of compensation
for independent consultants that provide us with technical services. We expect
to significantly increase our web site developer and programmer expenses in
absolute dollars as we secure new clients.

Sales and marketing expenses consist primarily of compensation for sales and
marketing agents, travel, public relations, sales and other promotional
materials, trade shows, advertising and other sales and marketing programs. We
expect to continue to increase our sales and marketing expenses in absolute
dollars in future periods to promote our brand, to pursue our business
development strategy and to increase the size of our sales force.

General and administrative expenses consist primarily of compensation for
personnel and fees for outside professional advisors. We expect that general and
administrative expenses will continue to increase in absolute dollars in future
periods as we continue to add staff and infrastructure to support our expected
domestic and international business growth and bear the increased expense
associated with being a public company.

We anticipate that we will incur net losses for the foreseeable future. The
extent of these losses will be contingent, in part, on the amount of net revenue
generated from clients. There can be no assurance that our operating losses will
not increase in the future or that we will ever achieve or sustain
profitability.

Limited Operating History

Our limited operating history makes predicting future operating results
very difficult. We believe that you should not rely on our current operating
results to predict our future performance. You must consider our prospects in
light of the risks, expenses and difficulties encountered by companies in new
and rapidly evolving markets. We may not be successful in addressing these risks
and difficulties. Although we have experienced significant percentage growth in
revenues in recent periods, we may not be able to sustain our prior growth
rates. Our prior growth may not be indicative of future operating results.

Results of Operations

For the period January 5, 1999 to August 31, 1999, we did not generate any
operating revenues and incurred a cumulative net loss of $2,764. Our operating
expenses consist of organizational costs including accounting, incorporation and
state fees.

The results of operations for the period January 5, 1999 to August 31,
1999 are not necessarily indicative of the results for any future interim
period. We expect to expand our business and client base, which will require us
to increase the number of technical, sales and marketing agents and to develop
our web site and purchase equipment, which will result in increasing expenses.

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Liquidity and Capital Resources

Since inception, our financing has been provided to us through a credit
line of $12,500 from Joel Arberman, a close friend of our president. Advances
under the verbal agreement earn interest at a fixed rate of 6%, are unsecured,
can be converted, at our sole discretion, into one common share for each $0.05
loaned and have no specific repayment terns. As of August 31, 1999, we borrowed
$284 and have a remaining credit line of $12,216.

Our operating and capital requirements have exceeded our cash flow from
operations as we have been building our business. Organizational activities
during the period January 5, 1999 to August 31, 1999 created a net use of cash
of $2,764, which have been primarily funded by $284 in borrowings and $2,500 in
proceeds from the sale of stock. At August 31, 1999 we had $20 in cash.

We expect to make expenditures of at least $50,000 during the twelve
months following the closing of this offering. These expenditures will be used
to continue web site development, recruiting independent contractors, begin
sales and marketing and for general working capital.

As a result of Hojo's current financial condition, our independent
certified public accountants have pointed out that we have an accumulated
deficit and negative working capital and that our ability to continue as a going
concern is dependent upon obtaining additional capital and financing for our
planned operations. Our independent certified public accountants' report on the
financial statements includes an explanatory paragraph stating that Hojo's
existence is dependent upon its ability to obtain additional capital, among
other things, which raises substantial doubt about our ability to continue as a
going concern.

If we are successful in selling at least 1,000,000 of the shares offered, the
$50,000 of proceeds generated will be sufficient to maintain our operations for
at least 12 months after completion of the offering. If independent contractors
accept stock for their services then we might be able to reduce our cash
requirements. As many as half of the 12,500,000 shares offered may be issued for
services. If we are unable to raise these funds we will not remain as a viable
going concern and investors may lose their entire investment.

As a result of our limited operating history, we have limited meaningful
historical financial data upon which to base planned operating expenses.
Accordingly, our anticipated expense levels in the future are based in part on
our expectations as to future revenue. We expect that these expense levels will
become, to a large extent, fixed. Revenues and operating results generally will
depend on the volume of, timing of and ability to complete transactions, which
are difficult to forecast. In addition, there can be no assurance that we will
be able to accurately predict our net revenue, particularly in light of the
intense competition for Internet professional services, our limited operating
history and the uncertainty as to the broad acceptance of the web and Internet.
We may be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall or other unanticipated changes in our industry. Any
failure by us to accurately make such predictions would have a material adverse
effect on our business, results of operations and financial condition

Material Agreements

To date, we have not entered into any arrangements with independent
agents to provide technology development, sales or marketing.

In August 1999, we entered into a two-year employment agreement with Holli
Blechner, our president. Ms. Blechner will be compensated at the rate of $24,000
per year. However, no compensation shall be paid until we raise gross investment
proceeds exceeding $200,000.

In August 1999, we entered into an agreement with Joel Arberman, a close
friend of our president, for a $12,500 line of credit. Advances under the verbal
agreement earn interest at a fixed rate of 6%, are unsecured, can be converted,
at our sole discretion, into one common share for each $0.05 loaned and have no
specific repayment terns.

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YEAR 2000 READINESS DISCLOSURE

We are not currently aware of any Year 2000 compliance problems relating
to our software or systems that would have a material adverse effect on our
business, results of operations and financial condition, without taking into
account our efforts to avoid or fix any problems. There can be no assurance that
third-party software, hardware, or services incorporated into our systems will
not need to be revised or replaced, which could be time consuming and expensive.
Our failure to fix our software or to fix or replace third-party software,
hardware or services on a timely basis could result in lost revenues, increased
operating costs and other business interruptions, any of which could have a
material adverse effect on our business, results of operations and financial
condition. Moreover, failure to adequately address Year 2000 compliance issues
in our software and systems could result in claims of mismanagement,
misrepresentation or breach of contract and related litigation, which could be
costly and time-consuming to defend. In addition, there can be no assurance that
governmental agencies, utility companies, internet access companies, third-party
service providers and others outside our control will be Year 2000 compliant.
The failure by those entities to be Year 2000 compliant could result in a
systematic failure beyond our control, including prolonged internet,
telecommunications or electrical failure. That type of failure could prevent us
from delivering our services, decrease the use of the internet or prevent users
from accessing our websites any of which would have a material adverse effect on
our business, results of operations and financial condition.

WHERE YOU CAN FIND MORE INFORMATION?

We have not been subject to the reporting requirements of the Securities
Exchange Act of 1934, prior to completion of this offering. We have filed with
the SEC a registration statement on Form SB-2 to register the offer and sale of
the shares. This prospectus is part of that registration statement, and, as
permitted by the SEC's rules, does not contain all of the information in the
registration statement. For further information with respect to us and the
shares offered under this prospectus, you may refer to the registration
statement and to the exhibits and schedules filed as a part of the registration
statement. You can review the registration statement and our exhibits and
schedules at the public reference facility maintained by the SEC at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the SEC at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. The registration statement is also available
electronically on the world wide web at http://www.sec.gov.

You can also call or write us at any time with any questions you may have. We
would be pleased to speak with you about any aspect of this offering.

22
<PAGE>

FINANCIAL STATEMENTS

Hojo Holdings, Inc.
(A Development Stage Enterprise)

Financial Statements as of and for the period January 5, 1999
(date of incorporation) to August 31, 1999
and
Independent Auditors' Report

23
<PAGE>

Hojo Holdings, Inc.
(A Development Stage Enterprise)

TABLE OF CONTENTS

Independent Auditors' Report F-2

Financial Statements as of and for the period January 5, 1999 (date of
incorporation) to August 31, 1999:

Balance Sheet F-3

Statement of Operations F-4

Statement of Stockholders' Deficit F-5

Statement of Cash Flows F-6

Notes to Financial Statements F-7

F-1

24
<PAGE>

[Letterhead Beard, Nertney, Kingery, Crouse & Hohl, P.A.]

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Hojo Holdings, Inc.:

We have audited the accompanying balance sheet of Hojo Holdings, Inc. (the
"Company"), a development stage enterprise, as of August 31, 1999, and the
related statements of operations, stockholders' deficit and cash flows for the
period January 5, 1999 (date of incorporation) to August 31,1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of August 31,
1999, and the results of its operations and its cash flows for the period
January 5, 1999 (date of incorporation) to August 31, 1999 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. As of the date of these financial statements, no
significant capital has been raised, so there is no assurance that the Company
will be successful in its efforts to raise the necessary capital to commence its
planned principal operations and/or implement its business plan. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to this matter are described in Note B.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

Beard, Nertney, Kingery, Crouse & Hohl, P.A.

September 9, 1999
Tampa, FL

F-2

25
<PAGE>

Hojo Holdings, Inc..
(A Development Stage Enterprise)

BALANCE SHEET AS OF AUGUST 31, 1999

ASSETS

Cash and cash equivalents $ 20
=====

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES - Line of Credit $ 284
-------

STOCKHOLDERS' DEFICIT:

Common stock-$.001 par value-20,000,000 shares
authorized; 2,500,000 shares issued and
outstanding 2,500
Deficit accumulated during the development stage (2,764)
-------
Total stockholders' deficit (264)
-------

TOTAL $ 20
======

See notes to financial statements

F-3

26
<PAGE>

Hojo Holdings, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
for the period January 5, 1999 (date of incorporation)
to August 31, 1999

EXPENSES:
Professional fees $ 2,200
Organization costs 564
---

NET LOSS $ 2,764
==========

NET LOSS PER SHARE:
Basic $ 0.00
==========

Weighted average number of shares - basic 2,500,000

See notes to financial statements

F-4

27
<PAGE>

Hojo Holdings, Inc.
(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS' DEFICIT
for the period January 5, 1999 (date of incorporation)
to August 31, 1999

Deficit
Accumulated
During the
Common Stock Development
Shares Par Value Stage Total

Balances, January 5,1999
(date of incorporation) 0 $ 0 $ 0 $ 0

Issuance of common stock 2,500,000 2,500 2,500

Net loss for the
period, January 5, 1999
(date of incorporation)
to August 31, 1999 (2,764) (2,764)
------- -------
Balances, August 31,1999 2,500,000 $ 2,500 $ (2,764) $ (264)
========= ======== ============ ========

See notes to financial statements

F-5

28
<PAGE>

Hojo Holdings, Inc.
(A Development Stage Enterprise)

STATEMENT OF CASH FLOWS
for the period January 5, 1999 (date of incorporation)
to August 31, 1999

CASH USED IN OPERATING ACTIVITIES - Net loss $ (2,764)
----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in line of credit 284
Proceeds from the issuance of common stock 2,500
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,784

NET INCREASE IN CASH AND CASH EQUIVALENTS 20

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 20
========

Interest paid $ 0
========

Taxes paid $ 0
========

See notes to financial statements

F-6

29
<PAGE>

Hojo Holdings, Inc.
(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Hojo Holdings, Inc. (the "Company") was incorporated under the laws of the state
of Delaware on January 5, 1999. The Company, which is considered to be in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7, is a web site development firm that intends to build a network of
independent web site developers for projects it secures from clients. The
planned principal operations of the Company have not commenced, therefore
accounting policies and procedures have not yet been established.

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

NOTE B - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. Accordingly, the Company's ability to continue
as a going concern is dependent upon its ability to secure an adequate amount of
capital to finance its planned principal operations and/or implement its
business plan. The Company's plans include a public offering of its common stock
(see Note F), however there is no assurance that they will be successful in
their efforts to raise capital. This factor, among others, may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

F-7

30
<PAGE>

NOTE C - RELATED PARTY TRANSACTION

On August 30, 1999, the Company executed a two year employment contract with its
president, which requires annual compensation of approximately $24,000 plus
certain bonuses and fringe benefits (as defined in the agreement). The agreement
shall become effective upon the earlier of the date mutually agreed to in
writing by both parties or two weeks following the date on which the Company
receives more than $200,000 of gross investment capital.

During the period January 5, 1999 (date of incorporation) to August 31, 199, the
Company's president provided various equipment, services and a portion of her
home for office space for no consideration. The value of this equipment,
services and office space are considered to be insignificant and as such no
expense has been recorded.

NOTE D - LINE OF CREDIT

The Line of Credit arises from advances under a line of credit arrangement with
the Company, whereby an individual has agreed to loan the Company up to $12,500
to fund cash flow needs. Advances under the arrangement, accrue interest at a
fixed rate of 6%, are unsecured, may be converted, at our sole discretion, into
common shares at the rate of one common share for each $0.05 loaned, and have no
specified repayment terms. At August 31, 1999, the Company had borrowed $2,784
under this arrangement of which $284 remained outstanding as of such date.

NOTE E - INCOME TAXES

The Company has recognized losses for both financial and tax reporting purposes
and has a net operating loss carryforward of approximately $2,700 as of August
31, 1999. Because the Company would establish a valuation allowance for any
deferred income tax asset, no deferred taxes have been provided for in the
accompanying financial statements.

NOTE F - LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No. 128
"Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98
("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of common shares outstanding during
the period. Diluted net loss per share is computed by dividing the net loss for
the period by the number of common and common equivalent shares outstanding
during the period. As of August 31, 1999 there were no common equivalent shares
outstanding, as such, the diluted net loss per share calculation is the same as
the basic net loss per share.

Net loss available to common stockholders $ 2,764
=========

Denominator for basic calculation 2,500,000

Net loss per share - basic $ 0.00
=========

F-8

31
<PAGE>

NOTE G - PROPOSED COMMON STOCK OFFERING

During the third calendar quarter of 1999, the Company intends to file a
registration statement for the sale of up to 12,500,000 shares of the Company's
common stock at $0.05 per share. The existing shareholders do not intend to
offer any shares for sale. The offering is on a best-efforts, no minimum basis.
As such, there will be no escrow of any of the proceeds of the offering and the
Company will have the immediate use of such funds to finance its operations.

F-9

32
<PAGE>

* , 1999

Hojo HOLDINGS, INC.

12,500,000 Shares of Common Stock

PROSPECTUS

We have not authorized any dealer, salesperson, or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of the company
have not changed since the date hereof.

Until ______________, 1999 (90 days after the date of this prospectus) all
dealers effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

33
<PAGE>

Part II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of directors and officers.

The information required by this Item is incorporated by reference to
"indemnification" in the prospectus herein.

Item 25. Other Expenses of Issuance and Distribution.
SEC Registration Fee $173.75
Blue Sky Fees and Expenses 6,000
Legal Fees and Expenses 10,000
Printing and Engraving Expenses 2,000
Accountants' Fees and Expenses 10,000
Miscellaneous 1,826.25
Total $30,000

The expenses, except for the SEC fees, are estimated.

Item 26. Recent sales of unregistered securities.

The following sets forth information relating to all previous sales of common
stock by the Registrant which sales were not registered under the Securities Act
of 1933.

On January 6, 1999, we issued 900,000 shares of common stock to Holli Blechner,
president and CEO at a price of $0.001 per share, for aggregate consideration of
$900. This purchase and sale were exempt from registration under the Securities
Act of 1933, (the "Securities Act"), according to Section 4(2) on the basis that
the transaction did not involve a public offering.

On January 6, 1999, we sold 1,600,000 shares of common stock to 49 investors,
each of whom subscribed to purchase the shares, at a price of $0.001 per share,
for aggregate consideration of $1,600. No sales commissions were paid in
connection with the offering. These sales were exempt from registration under
the Securities Act of 1933, (the "Securities Act"), according to Section 4(2) on
the basis that the transaction did not involve a public offering.

All individuals that purchased shares of stock had the opportunity to ask
questions and receive answers from our officer and director. In addition, they
had access to review all of our corporate records and material contracts and
agreements.

34
<PAGE>

January 6, 1999
Holli Blechner sophisticated

January 6, 1999
Alfred Arberman sophisticated Rachelle Arberman sophisticated Anil Goel
sophisticated Brad Jones sophisticated Roger Mclelland sophisticated Shanti
Mclelland sophisticated Brad Rotter accredited Robert Enslein accredited
Paul Milelli sophisticated Tumer Bahcheli accredited Ellis Reemer accredited
Bryan Eggers sophisticated Steve Palmer sophisticated Kevin Lewis accredited
Raj Vadavia sophisticated Bob Vukovitch accredited Jonathan Lewis
sophisticated Mark Freeman accredited Michael Levy accredited Glenn Bierman
accredited Bella and Mauricio Nemes sophisticated Simon and Sarah Blechner
sophisticated Sefany Jones sophisticated Hillary Braderman sophisticated
Larry Stessel accredited Isabel Arberman sophisticated Joshua and Renee
Bialek sophisticated Fred Sager accredited Cliff Berger accredited Morty
Dugatz accredited Kerry Kassover accredited Ron Kassover sophisticated
George Chajes sophisticated Harvey Jacobson accredited Jeremy and Karen
Blumenfeld sophisticated Lisa Appel sophisticated Lawrence Frankel
sophisticated Debbie Galla sophisticated Bob Herbst sophisticated

35
<PAGE>

Adam Hutt sophisticated
Lisa Kahn sophisticated
Burt Miller sophisticated
Joseph Popolow accredited
David Smith sophisticated
Ilan Weinberg sophisticated
Elain Calmon sophisticated
Herbert and June Appel sophisticated
Mark Defelice sophisticated
Thomas Caton sophisticated

Item 27. Exhibits.

The exhibits marked with an "*" have already been filed. The remaining exhibits
are filed with this Registration Statement:

Number Exhibit Name
1.1 Subscription Agreement
*3.1 Articles of Incorporation
*3.2 By-Laws
5.0 Opinion Regarding Legality
10.1 Employment Agreement with Holli Blechner.
23.1 Consent of Expert
24.1 Consent of Counsel

All other Exhibits called for by Rule 601 of Regulation S-B are not applicable
to this filing. Information pertaining to our common stock is contained in our
Articles of Incorporation and By-Laws.

Item 28. Undertakings.

The undersigned registrant undertakes:

(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:

To include any prospectus required by section I 0(a)(3) of the Securities Act
of 1933;

Toreflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment) which, individually or in the aggregate, represent a fundamental
change in the information in the registration statement;

Toinclude any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to the information in the Registration Statement.

36
<PAGE>

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of securities at that time shall be deemed to be the
initial bona fide offering.

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

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant undertakes to file with the
Securities and Exchange Commission any supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
to that section.

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 our certificate of incorporation or provisions of
Delaware law, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission the indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. If a claim for
indemnification against 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 a director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether the indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of the issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on our behalf by the undersigned, in the
City of Lido Beach, State of New York, on October 22, 1999.

(Registrant) Hojo Holdings, Inc.

By (signature and title) /s/ Holli Blechner
president, treasurer, and director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

(signature) /s/ Holli Blechner
(title) president, chief executive officer,
secretary, chairman of the board
(date) October 22, 1999

(signature) /s/ Holli Blechner
(title) Chief Accounting Officer
(date) October 22, 1999

37
<PAGE>

As filed with the SEC on October 22, 1999 SEC Registration No.333-87111

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

REGISTRATION STATEMENT

ON FORM SB-2

UNDER

THE SECURITIES ACT OF 1933

Hojo Holdings, Inc.

(Consecutively numbered pages 48 through of this Registration Statement)

38
<PAGE>

INDEX TO EXHIBITS

SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER

1.1 Subscription Agreement This Filing
Page___

3.1 Articles of Incorporation Previous Filing

3.2 Bylaws Previous Filing

5 Consent of HOGE, EVANS, This Filing
HOLMES, CARTER & LEDBETTER, Page___
PLLC

10.1 Employment Agreement for Holli This Filing
Blechner Page___

23 Consent of Beard, Nertney, This Filing
Kingery, Crouse & Hohl, P.A. Page

39
<PAGE>

REFERENCE 1.1

SUBSCRIPTION AGREEMENT

40
<PAGE>

Hojo Holdings, INC.
SUBSCRIPTION AGREEMENT

Gentlemen:

The Investor named below, by payment of the purchase price for common shares, by
the delivery of a check payable to Hojo HOLDINGS, INC., subscribes for the
purchase of the number of common shares indicated below of HOJO HOLDINGS, INC.,
at a purchase of $0.05 per Share as set forth in the prospectus.

By making the payment, the named Investor further acknowledges receipt of the
prospectus and the Subscription Agreement, the terms of which govern the
investment in the common shares being subscribed for.

A. INVESTMENT: (1) Number of shares ___________
(2) Total Contribution ($0.05/share) $_______________
Date of Investor's check___________________

B. REGISTRATION:
(3) Registered owner:_____________________________
Co-Owner: ____________________________
(4) Mailing address: _____________________________
City, State & zip: ____________________________
(5) Residence Address (if different from above):

(6) Birth Date: ___________/___________/____________
(7) Employee or Affiliate: Yes__________No___________
(8) Social Security: #:_____________/_____________/__________
U.S. Citizen [ ] Other [ ]

Co-Owner Social Security:
#:_________________/_____________/_______________
U.S. Citizen [ ] Other [ ]

Corporate or Custodial:
Taxpayer ID #: ____________/___________/____________
U.S. Citizen [ ] Other [ ]

(9) Telephone (H) ( ) ______________________

41
<PAGE>

C. OWNERSHIP [ ] Individual Ownership [ ] IRA or Keogh
[ ] Joint Tenants with Rights of Survivorship
[ ] Trust/Date Trust Established_______________
[ ] Pension/Trust (S.E.P.)
[ ] Tenants in Common [ ] Tenants by the Entirety
[ ] Corporate Ownership [ ] Partnership
[ ]Other_____________________

D. SIGNATURES:

Registered Owner:_____________________________
Co-Owner:____________________________________

Print Name of Custodian or Trustee:______________________________________
Authorized Signature:___________________________

Date:_____________________ Witness _______
Signature_____________________________________

MAIL TO:
Hojo Holdings, Inc.
21 Blackheath Road
Lido Beach, New York 11561
Telephone 516.670.0564
facsimile 516.670.0564

OFFICE USE ONLY:
Date Received:__________________________________
Date Accepted/Rejected_________________________________________
Subscriber's Check Amount:_______________________
Check No.___________________
Date Check ________________
Deposited________________________________
MR #________________

42
<PAGE>

REFERENCE 5.0

CONSENT OF HOGE, EVANS, HOLMES, CARTER & LEDBETTER, PLLC

43
<PAGE>

HOGE, EVANS, HOLMES, CARTER & LEDBETTER, PLLC
ATTORNEYS AND COUNSELORS
HAMPTON COURT
SUITE 600
4311 OAKLAWN
DALLAS, TEXAS 75219

Steven B. Holmes
Licensed In TELEPHONE (214) 765-6000
Texas and Oklahoma TELECOPIER (214) 765-6020
E-MAIL [email protected]

September 13, 1999

Board of Directors
Hojo Holdings, Inc.
21 Blackheath Road
Lido Beach, New York 11561

Re: Hojo Holdings, Inc.
Registration Statement on Form SB-2

Gentlemen:

We have been retained by Hojo Holdings, Inc. (the "Company") in connection
with the Registration Statement (the "Registration Statement") on Form SB-2, to
be filed by the Company with the Securities and Exchange Commission relating to
the offering of securities of the Company. You have requested that we render our
opinion as to whether or not the securities proposed to be issued on terms set
forth in the Registration Statement will be validly issued, fully paid, and
nonassessable.

In connection with the request, we have examined the following:

1. Articles of Incorporation of the Company;

2. Bylaws of the Company;

3. The Registration Statement; and

4. Unanimous consent resolutions of the Company's Board of Directors.

44
<PAGE>

HOGE, EVANS, HOLMES, CARTER & LEDB LEDBETTER, PLLC

Board of Directors
September 13, 1999
Page 2

We have examined such other corporate records and documents and have made
such other examinations as we have deemed relevant.

Based on the above examination, we are of the opinion that the securities of
the Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, and fully paid, and
non-assessable under the corporate laws of the State of Delaware.

We consent to our name being used in the Registration Statement as having
rendered the foregoing opinion and as having represented the Company in
connection with the Registration Statement.

Sincerely,
HOGE, EVANS, HOLMES,
CARTER & LEDBETTER PLLC

Steven B. Holmes

SBH

45
<PAGE>

REFERENCE 10.1

EMPLOYMENT AGREEMENT FOR HOLLI BLECHNER

46
<PAGE>

EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of this 30th day of August, 1999 (the "Agreement"), by
and between Hojo Holdings, Inc., a Delaware corporation ("Employer"), and Holli
Blechner ("Employee").

WITNESSETH:

WHEREAS, Employer desires to employ Employee and Employee desires to
be employed by Employer as President of Employer; and

WHEREAS, Employer recognizes the need of the knowledge, talents and assistance
of Employee and desires to enter into this Agreement to secure the foregoing.

NOW, THEREFORE, in consideration of the promises herein contained, the parties
covenant and agree as follows:

1. EMPLOYMENT. Employer agrees to employ Employee and Employee agrees to be
employed by Employer and to perform work as determined by Employer, as President
of Employer, on the terms and conditions set forth in this Agreement. This
Agreement shall be effective as of the date mutually agreed to in writing by
both parties (the "Effective Date") but in no event shall it be more than two
weeks following the date on which the Employer receives more than $200,000 of
gross investment capital.

2. COMPENSATION. Employer agrees to employ Employee at the base rate of
compensation of twenty-four thousand and No/Dollars ($24,000.00) per year.
Compensation is to be paid twice per month. Compensation is to be reviewed by
the Compensation Committee on an annual basis.

In addition to the base compensation, Employer agrees to pay or provide Employee
with the following:

A. Expenses. Reimbursement for reasonable expenses actually incurred by
Employee in the furtherance of Employer's business, including, but not
limited to, telephone calls (including business related calls on
Employee's cellular phone and business related long distance calls),
entertainment, attendance at conferences, conventions and institutes,
provided proper itemization of said expenses is furnished to Employer by
Employee. All such expenditures shall be subject to the reasonable control
of Employer.

B. Medical and Disability Benefits. Employee and spouse shall be entitled to
participate in Employer's medical program, Employer-paid disability and
other benefit programs as other executives of Employer are entitled to
participate in, as is in place from time to time. If Employee desires to
include any family members other than his spouse in the medical plan,
Employee shall be responsible for all additional costs.

C. Additional Benefits. Employee shall be entitled to participate in and
receive such additional benefits as Employer shall from time to time make
available to its executive employees including, without limitation, profit
sharing, stock purchase, stock option and other incentive plans.

D. Bonus. Employee shall be entitled to receive cash or stock option bonuses.
The amount of bonus shall be determined by the Compensation Committee.

3. DUTIES. Employee agrees to perform work as determined by the Board of
Directors, subject to the direction of Employer and agrees to subject himself at
all times during the Term (as hereinafter defined) to the direction and control
of Employer in respect to the work to be performed. Employee shall devote his
full business time and attention to the furtherance of Employer's best
interests. In that regard, and as further consideration for this Agreement,
Employee agrees to comply with, and abide by, such rules and directives of
Employer as may be reasonably established from time to time, and recognizes the
right of Employer, in its reasonable discretion, to change, modify or adopt new
policies and practices affecting the employment relationship, not inconsistent

47
<PAGE>

with this Agreement, as deemed appropriate by Employer. During the term of
Employee's employment, Employee will not undertake any new business ventures,
partnerships, consulting arrangements or other enterprise or business other than
those on behalf of Employer, without Employer's prior written consent.

4. WORKING FACILITIES. Employee shall be furnished with office space,
secretarial services, and such other facilities and services suitable to
Employee's position and adequate for the performance of Employee's duties.

5. AGENCY. Employee shall have no authority to enter into any contracts binding
upon Employer, except as authorized in writing, in advance, by Employer.

6. TERM OF EMPLOYMENT; SEVERANCE.

A. Employee's employment hereunder shall commence as of the Effective Date
hereof and continue for a period of two (2) years thereafter (the "Term").

B. Anything herein to the contrary notwithstanding, Employee's employment
hereunder may be terminated at any time and for any reason by either party
upon not less than one hundred twenty (120) days' prior written notice to
the other party. It is understood and acknowledged that Employer shall have
the right to effectuate such termination at will, with or without Reasonable
Cause (as hereinafter defined). Any such termination shall be effective as
of the end of such one hundred twenty (120) day period (the "Final Date").

C. If Employee's employment hereunder shall be terminated by Employer
without Reasonable Cause pursuant to paragraph 6.B. or because of Employee's
disability, as determined by Employer in good faith, then Employee shall be
entitled to (i) severance compensation equal to Employee's then-current base
salary and benefits (which for purposes hereof shall include all
compensation payable hereunder, of any type) for a period equal to the
Severance Period (as defined below). Such severance compensation payments
consisting of cash shall be paid in a lump sum plus any outstanding benefits
and allocated bonuses on or before the Final Date. The severance
compensation are intended to be in lieu of all other payments to which
Employee might otherwise be entitled in respect of termination of Employee's
employment without Reasonable Cause or in respect of any action by Employer
constituting Good Reason for voluntary termination.

D. If Employee's employment hereunder shall be terminated for Reasonable
Cause pursuant to paragraph 6.C., or if Employee voluntarily terminates
Employee's employment without Good Reason, Employee shall be entitled to
receive Employee's base salary as accrued through the effective date of such
termination, but shall not be entitled to any Severance Benefits or other
amounts in respect of such termination.

E. "Reasonable Cause," as used herein, shall mean Employee's involvement in
any action or inaction involving fraud resulting in a personal benefit in
excess of any payments to which Employee is entitled hereunder, dishonesty,
or material violation of Corporation policy and procedures. Employee shall
vacate the offices of Employer on such effective date.

F. "Good Reason," as used herein, means the occurrence of any of the
following events without Employee's consent:

i. a material diminution in Employee's duties and
responsibilities;

ii. a reduction in Employee's base salary;

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iii. a forced relocation; or

iv. a Change of Control (as defined below)if Successor Employer (as
defined in paragraph H below) fails to assume this Agreement in its
entirety.

G. "Severance Period," as used herein, means the lesser of (i) twelve months
(12) months or (ii) the remaining time of the Term.

H. "Change of Control" means a sale outside the ordinary course of business
of more than fifty percent (50%) of the assets of or equity interests in
Employer to any person or entity.

7. COMPLIANCE WITH LAWS. Employee will comply with all federal and state laws,
rules and regulations relating to any of Employee's responsibilities and duties
with Employer and will not violate any such laws, rules and regulations.

8. COVENANT NOT TO COMPETE. Employee agrees to conform to the following
concerning non-competition.

A. Employer undertakes to train Employee and to give Employee confidential
information and knowledge about Employer's business policies, accounts
procedures and methods. For the purposes of this Agreement, the term
"confidential information" shall include but is not limited to any list of
suppliers, customers, investors, stockholders, including their names,
addresses, phone numbers, amount of investments and similar information. In
addition, any operational information of Employer, including but not limited
to information on Employer's methods of conducting business, profits and/or
losses of Employer, marketing material and any information that would
reasonably be considered proprietary or confidential in nature. Employer has
established a valuable and extensive trade in its products and services,
which business has been developed at a considerable expense to Employer. The
nature of the business is such that the relationship of its customers with
Employer must be maintained through the close personal contact of its
employees.

B. Employee desires to enter into or continue in the employ of Employer and
by virtue of such employment by Employer, Employee will become familiar with
the manner, methods, secrets and confidential information pertaining to such
business. During the Term, Employee will continue to receive additional
confidential information of the same kind. Through representatives of
Employer, Employee will become personally acquainted with the business of
Employer and its methods of operation.

C. In consideration of the employment or continued employment of Employee as
herein provided, the training of Employee by Employer, and the disclosure by
Employer to employee of the knowledge and confidential information described
above, Employer requests and Employee makes the covenants hereinafter set
forth. Employee understands and acknowledges that such covenants are
required for the fair and reasonable protection of the business of Employer
carried on in the area to which the covenants are applicable and that
without the limited restrictions on Employee's activities imposed by the
covenants, the business of Employer would suffer irreparable and
immeasurable damage. The covenants on the part of Employee shall be
construed as an agreement independent of any other provision of this
Agreement, and existence of any claim or course of action whether predicated
on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Employer of the covenants.

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D. Employee agrees that during the term of Employee's employment and for the
period of twelve (12) months immediately following the termination of
employment (which said time period shall be increased by any time during
which Employee is in violation of this Agreement) Employee will not, within
the territory hereinafter defined, directly or indirectly, for Employee, or
on behalf of others, as an individual on Employee's own account, or as an
employee, agent, or representative for any other person, partnership, firm
or corporation:

i. Compete with the business of Employer by engaging or participating in
or furnishing aid or assistance in competition with the business of
Employer.

ii. Engage, in any capacity, directly or indirectly, in or be employed
by any business similar to the kind or nature of business conducted by
Employer during the employment.

iii. For the purposes of this paragraph 8, the business of Employer
shall be limited to web site development and any business that the
Employer enters into during the Term.

E. The territory referred to in this paragraph 8 shall be the entire World.

F. Each restrictive covenant is separate and distinct from any other
covenant set forth in this paragraph. In the event of the invalidity of any
covenant, the remaining obligation shall be deemed independent and
divisible. The parties agree that the territory set forth is reasonable and
necessary for the protection of Employer. In the event any term or condition
is deemed to be too broad or unenforceable, said provision shall be deemed
reduced in scope to the extent necessary to make said provision enforceable
and binding.

G. The provisions of this paragraph 8 shall not apply if Employee's
employment is terminated by Employer without Reasonable Cause or by Employee
for Good Reason.

9. INDUCING EMPLOYEE OF EMPLOYER TO LEAVE. Any attempt on the part of Employee
to induce others to leave Employer's employ or any efforts by Employee to
interfere with Employer's relationship with other employees would be harmful and
damaging to Employer. Employee expressly agrees that during the term of
Employee's employment and for a period of twelve (12) months thereafter
(provided said time period shall be increased by any time during which Employee
is in violation of this Agreement), Employee will not in any way directly or
indirectly:

A. Induce or attempt to induce an employee to sever his or her
employment with Employer;

B. Interfere with or disrupt Employer's relationship with other
employees; and

C. Solicit, entice, take away or employ any person employed with Employer,
excluding people Employee brings to Employer.

10. CONFIDENTIAL INFORMATION. It is understood between the parties hereto that
during the term of employment, Employee will be dealing with confidential
information, as defined above, which is Employer's property, used in the course
of its business. Employee will not disclose to anyone, directly or indirectly,
any of such confidential information or use such information other than in the
course of Employee's employment. All documents that Employee prepares, or
confidential information that might be given to Employee in the course of
employment, are the exclusive property of Employer and shall remain in
Employer's possession on the premises. Under no circumstances shall any such
information or documents be removed without Employer's written consent first
being obtained.

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11. RETURN OF EMPLOYER'S PROPERTY. On termination of employment, regardless of
how termination is effected, or whenever requested by Employer, Employee shall
immediately return to Employer all of Employer's property used by Employee
rendering services hereunder or otherwise that is in Employee's possession or
under Employee's control.

12. VACATION. Employee shall be entitled to a vacation period of four (4) weeks
per calendar year. The vacation shall be taken by Employee at such time during
the year and for such period as reasonable. All vacations should be taken in the
year earned. No vacations may be accrued without written permission of the Board
of Directors.

13. REFERENCES. Employer agrees that, upon termination of this Agreement, it
will, upon written request of Employee, furnish references to third parties,
including prospective employers, regarding Employee. However, Employee
acknowledges that it is Employer's policy to confirm employment only and not to
release any additional information without a written release from Employee.

14. NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be deemed to have been delivered on
the date personally delivered or the date mailed, postage prepaid by certified
mail, return receipt requested, or faxed and confirmed, if addressed to the
respective parties as follows:

If to Employer: Hojo Holdings, Inc.
21 Blackheath Road
Lido Beach, New York 11561
Attention: Board of Directors

If to Employee: Holli Blechner
21 Blackheath Road
Lido Beach, New York 11561

Either party may change its address for the purpose of receiving notices,
demands, and other communications by giving written notice to the other party of
the change.

15. VOLUNTARY AGREEMENT. Employee represents that he has not been pressured,
misled or induced to enter this Agreement based upon any representation by
Employer not contained herein.

16. PROVISIONS TO SURVIVE. The parties hereto acknowledge that many of the terms
and conditions of this Agreement are intended to survive the employment
relationship. Therefore, any terms and conditions that are intended by the
nature of the promises or representations to survive the termination of
employment shall survive the term of employment regardless of whether such
provision is expressly stated as so surviving.

17. MERGER. This Agreement represents the entire Agreement between the parties
and shall not be subject to modification or amendment by any oral
representation, or any written statement by either party, except for a dated
written amendment to this Agreement signed by Employee and an authorized officer
of Employer.

18. VENUE AND APPLICABLE LAW. This Agreement shall be enforced and construed in
accordance with the laws of the State of Delaware, and venue for any action or
arbitration under this Agreement shall be Kent County, Delaware.

19. SUBSIDIARIES AND AFFILIATED ENTITIES. Employee acknowledges and agrees that
Employer has or may have various subsidiaries and affiliated entities. In
rendering services to Employer, Employee will have considerable contact with
such subsidiaries and affiliates. Therefore, Employee agrees that all provisions
of paragraphs 7, 8, 9 and 10 shall apply to all such subsidiaries and
affiliates.

20. PERSONNEL INFORMATION. Employee shall not divulge or discuss personnel
information such as salaries, bonuses, commissions and benefits relating to
Employee or other employees of Employer or any of its subsidiaries with any
other person except the Executive Committee and the Board of Directors of
Employer.

21. ASSIGNMENT. This Agreement shall not be assignable by either party without
the written consent of the other party; provided, however, that this Agreement
shall be assignable to any corporation or entity which purchases the assets of
or succeeds to the business of Employer (a "Successor Employer"). Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors
and assigns.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

Employer

Hojo Holdings, Inc.

/s/ Holli Blechner
Holli Blechner
Title: President and CEO

Employee

/s/ Holli Blechner
Holli Blechner

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REFERENCE 23

CONSENT OF BEARD, NERTNEY, KINGERY, CROUSE & HOHL, P.A.

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[Letterhead of Beard Nertney Kingery Crouse & Hohl P.A.]

October 22, 1999

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in the prospectus constituting part of this
Registration Statement on Form SB-2 (No. 333-87111) of our report dated
September 9, 1999, with respect to the financial statements of Hojo Holdings,
Inc., as of and for the period January 5, 1999 (date of incorporation) to August
31, 1999, filed with the Securities and Exchange Commission.

/s/ BEARD, NERTNEY, KINGERY, CROUSE & HOHL, P.A.

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