CONSULTANTTOWN COM CORP, SB-2, 1999-11-12

CONSULTANTTOWN COM CORP
SB-2, 1999-11-12

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

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CONSULTANTTOWN.COM CORPORATION
(Name of Small Business Issuer in its Charter)

DELAWARE 7375 75-2825935
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Classification Identification
organization) Code Number) Number)

2425 North Central Expressway, Suite 400
Richardson, Texas 75080-2714
(501) 269-7737
(Address and Telephone Number of Principal Executive Offices)

2425 North Central Expressway, Suite 400
Richardson, Texas 75080-2714
(Address Of Principal Place of Business or Intended Principal Place of Business)

Andrew P. Davis
Chief Executive Officer
Consultanttown.com Corporation
2425 North Central Expressway, Suite 400
Richardson, Texas 75080-2714
(501) 269-7737
(Name, Address and Telephone Number of Agent for Service)

<PAGE>

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective. 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

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

<TABLE>

CALCULATION OF REGISTRATION FEE

Tile of each Proposed Proposed
class of securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered price per unit offering price registration fee
<S> <C> <C> <C> <C>

Common Stock, 1,000,000 $1.00 $1,000,000 $280
$0.0001 par value

TOTAL $1,000,000 $280
</TABLE>

Estimated solely for the purpose of calculating the registration fee and
pursuant to Rule 457.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>

SUBJECT TO COMPLETION DATED OCTOBER 20, 1999

1,000,000 shares of Common Stock
The purchase price for our shares is $1.00.

CONSULTANTTOWN.COM, INC.

ConsultantTown.com, Inc. (the "Company" or "ConsultantTown.com") is offering
hereby 1,000,000 shares of common stock, .0001 par value, of the Company (the
"Shares" or "Common Stock").

We will sell the shares ourselves and do not plan to use underwriters or pay any
commissions. We will be selling our shares in a direct participation offering
and no one has agreed to buy any of our shares. There is no minimum amount of
shares we must sell and no money raised from the sale of our stock will go into
escrow, trust or another similar arrangement. The offering will remain open
until June 30, 2000, unless we decide to cease selling efforts prior to this
date.

This is our public offering, and no public market exists for our shares. After
we complete our offering, we hope to have prices for our shares quoted on the
bulletin board maintained by the National Association of Securities Dealers.

The Company is not a reporting company. Prior to the Offering, there has been no
public market for the Common Stock, and there is no assurance that a market will
develop. The price does not necessarily relate to the Company's book value or
any other established criteria of value. Prospective Common Stock investors
should carefully consider the "Risk Factors" beginning on page 8.

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

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

The maximum offering price for the Shares will be $1.00 and the maximum number
of shares to be offered is 1,000,000 Shares.

<TABLE>
Price Underwriting Proceeds
to discounts and to
Public commissions Company
------ -------------- --------
<S> <C> <C> <C>
Per Share $ 1.00 $0.00 $ 1.00
Total $1,000,000.00 $0.00 $1,000,000.00
</TABLE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFERING OTHER THAN THAT INFORMATION
ANDTHOSE REPRESENTATIONS SPECIFIED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH

Cautionary Statement for Purposes
of the "Safe Harbor" Provisions of the
Private Litigation Reform Act of 1995

THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS OF THE COMPANY'S MANAGEMENT.
FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE
EVENTS ARE NOT BASED ON HISTORICAL FACT AND ARE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "MAY", "WILL", "EXPECT", "SHOULD", "COULD", "ESTIMATE",
"ANTICIPATE", "POSSIBLE", "PROBABLE", "CONTINUE", OR SIMILAR TERMS, VARIATIONS
OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE "RISK FACTORS" SET FORTH IN
THIS DOCUMENT CONSTITUTE CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
DOCUMENT HAVE BEEN COMPILED BY THE COMPANY'S MANAGEMENT ON THE BASIS OF
ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE.
FUTURE OPERATING RESULTS OF THE COMPANY, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND
NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE
FORWARD-LOOKING STATEMENTS. THEREFORE, PROSPECTIVE PURCHASERS OF THE SHARES ARE
URGED TO CONSULT WITH THEIR ADVISORS (THE OPINIONS OF WHICH MAY DIFFER FROM
THOSE SPECIFIED IN THOSE FORWARD-LOOKING STATEMENTS) WITH RESPECT TO THOSE
ASSUMPTIONS OR HYPOTHESES.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THIS DOCUMENT REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TOUNCERTAINTY
AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER
CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA AND
OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM AND
AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE EXTENT
THAT THE ASSUMED EVENTS DO NOT OCCUR; THE OUTCOME MAY VARY SUBSTANTIALLY FROM
ANTICIPATED OR PROJECTED RESULTS AND, ACCORDINGLY, NO OPINION IS EXPRESSED ON
THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS.

THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THIS PROSPECTUS HAVE BEEN COMPILED
AS OF THE DATE OF THIS PROSPECTUS AND SHOULD BE EVALUATED WITH CONSIDERATION OF
ANY CHANGES OCCURRING AFTER THE DATE OF THIS PROSPECTUS. NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THIS PROSPECTUS ARE ACCURATE OR THAT THEY WILL PROVE TO BE
APPLICABLE TO A PARTICULAR PURCHASER OF THE SHARES. IT IS THE RESPONSIBILITY OF
THE PURCHASERS OF THE SHARES AND THEIR ADVISORS TO REVIEW THOSE FORWARD-LOOKING
STATEMENTS TO CONSIDER THE ASSUMPTIONS ON WHICH THOSE FORWARD-LOOKING STATEMENTS
ARE BASED AND TO ASCERTAIN THEIR REASONABLENESS.

<PAGE>

<TABLE>
TABLE OF CONTENTS

Page
----
<S> <C>
SUMMARY................................................................... 7

THE COMPANY............................................................... 7

THE OFFERING.............................................................. 8

RISK FACTORS.............................................................. 9

DIVIDEND POLICY........................................................... 15

DILUTION.................................................................. 16

USE OF PROCEEDS ........................................................... 16

PLAN OF DISTRIBUTION...................................................... 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS............................................... 18

BUSINESS.................................................................. 19

MANAGEMENT................................................................ 22

PRINCIPAL STOCKHOLDERS.................................................... 25

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................ 25

DESCRIPTION OF SECURITIES................................................. 26

MARKET FOR COMMON STOCK................................................... 26

SHARES ELIGIBLE FOR FUTURE SALE........................................... 27

EXPERTS................................................................... 28

ADDITIONAL INFORMATION.................................................... 28

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS......................... 29

FINANCIAL STATEMENTS...................................................... 30

ARTICLES OF INCORPORATION................................................. 38

BY-LAWS................................................................... 46

INDEPENDENT AUDITORS' CONSENT............................................. 61
</TABLE>

<PAGE>

SUMMARY The following summary is qualified in its entirety by reference to the
more detailed information and the Company's financial statements (including the
notes thereto) appearing elsewhere in this Prospectus. Investors should
carefully consider the information set forth under the heading "Risk Factors."

THE COMPANY

CONSULTANTTOWN.COM, INC. was incorporated in Delaware on June 11, 1999 to
provide a premier Internet Web site dedicated to consultant education,
communication and information exchange. The Company plans to offer Web site
services that will establish the industry standard for online consultant
communities. The Company's principal executive office is located at 2425 North
Central Expressway, Suite 400, Richardson, TX 75080-2714, (501) 269-7737.

<PAGE>

THE OFFERING

COMMON STOCK OFFERRED . . . . . . . Up to a maximum of 1,000,000 shares

TERMS OF THE OFFERING . . . . . . . There is no minimum offering. Accordingly,
as shares are sold, we will use the money raised for our activities. The
offering will remain open until June 30, 2000, unless we decide to cease selling
efforts prior to this date.

USE OF PROCEEDS . . . . . . . . . . The Company intends intend to use the net
proceeds of this offering primarily for: - hiring additional personnel, -
development of our technology and web site, - sales and marketing efforts; -
promotion of user growth and usage; and - general corporate purposes.

Plan of distribution . . . . . . . .This is a direct participation and no
minimum offering, with no commitment by anyone to purchase any shares. The
shares will be offered and sold by our principal executive officers and
directors, although we may retain the services of one or more NASD registered
broker-dealers as selling agent(s) to effect offers and sales on our behalf.
None have been retained as of this date.

SHARES OF COMMON STOCK
OUTSTANDING BEFORE OFFERING . . . . 5,000,000

SHARES OF COMMON STOCK
OUTSTANDING AFTER OFFERING . . . . 6,000,000

The Shares offered hereby involve a high degree of risk, and prospective
purchasers should carefully consider the factors described under the heading
"Risk Factors."

<PAGE>

RISK FACTORS

An investment in the Shares involves a substantial number of significant risks,
which each prospective purchaser of the Shares should consider prior to making a
decision to purchase the Shares. Each prospective purchaser of the Shares should
carefully consider the following risk factors, as well as other risk factors,
which may be specified by the provisions of this document. This Prospectus
contains forward-looking statements that involve risks and uncertainties. The
actual results of the Company may differ materially from the results specified
in the forward-looking statements because of certain factors, including those
specified in the following risk factors and elsewhere in this document.
Prospective purchasers of the Shares must be prepared for the possible loss of
their entire investments in the Company. The order in which the following risk
factors are presented is arbitrary, and prospective purchasers of the Shares
should not conclude, because of the order of presentation of the following risk
factors, that one risk factor is more significant than another risk factor.

NO OPERATING HISTORY

The Company was formed on June 11, 1999 and plans to establish its Web site
during the fourth quarter of 1999. Accordingly, we have no operating history on
which you can base your evaluation of our business and prospects. Our prospects
are subject to the risks, expenses and uncertainties frequently encountered by
companies in the early stages of development in new and evolving markets for
online services. The risks include:

* our ability to further develop awareness and loyalty for our
ConsultantTown.com brand;

* our ability to attract and retain qualified personnel; and

* our ability to anticipate and adapt to the changes in the evolving
electronic commerce market.

RELIANCE ON COMPUTER EQUIPMENT AND SOFTWARE SYSTEMS

The Company intends to invest significantly in its computer equipment and
software systems, and has focused on applying this technology to meet its
customers' needs. The Company anticipates that it will be necessary to continue
to invest in and develop new and enhanced computer systems on a timely basis to
maintain its competitiveness. From time to time, capital expenditures may be
required to keep the Company's technology up to date. The temporary or permanent
loss of any of the Company's equipment or systems, through operating malfunction
or otherwise, could have a material adverse effect on the Company's business,
financial condition and results of operations.

DEPENDENCE ON KEY PERSONNEL

The success of the Company is largely dependent upon the efforts, direction and
guidance of Andrew P Davis, the Company's founder. The Company's growth and
success also depend in part on its ability to attract and retain qualified
employees and on the ability of its executive officers and key employees to
manage its operations successfully. The loss Mr. Davis, or the inability of the
company to attract and retain key management personnel in the

<PAGE>

future, could have a material adverse effect on the Company's results of
operations and financial condition.

COMPETITION FROM INTERNET COMPANIES

The market for Internet products and services is highly competitive.

There are no substantial barriers to entry in these markets, and we expect that
competition will continue to intensify.

As we expand the scope of our Internet services, we will compete directly with a
greater number of Internet sites and other online providers who offer
competitive products or services addressing consulting and small business topics
on the Internet. Increased competition in consulting-related services may reduce
our access to subscribers and advertisers, and thus reduce our revenue.

DEPENDENCE ON SYSTEM INTEGRITY

The performance of our Web site is important to our reputation, our ability to
attract subscribers and advertisers. Any system failure that causes an
interruption or an increase in response time of our services could result in
fewer potential subscribers. System failures, if prolonged, could reduce the
attractiveness of our services to potential subscribers.

Our operations are susceptible to outages due to fire, floods, power loss,
telecommunications failures, break-ins, and similar events. In addition, despite
our implementation of network security measures, our servers are vulnerable to
computer viruses, break-ins, and similar disruptions from unauthorized tampering
with our computer systems. We do not carry sufficient insurance to compensate
for losses that may occur as a result of any of these events.

LEGAL UNCERTAINTIES ASSOCIATED WITH THE INTERNET AND ELECTRONIC COMMERCE

A number of legislative and regulatory proposals under consideration by federal,
state, local and foreign governmental organizations may lead to laws or
regulations concerning various aspects of the Internet, including:

* online content;

* user privacy;

* taxation;

* access charges;

* liability for third-party activities; and

* jurisdiction.

In addition, the applicability to the Internet of existing laws is uncertain.
The adoption of new laws is uncertain. The adoption of new laws or the
application of existing laws may decrease the use of the Internet, which would
decrease the demand for our services, increase our cost of doing business or
otherwise have an adverse effect on our business.

<PAGE>

Certain telephone carriers claim that the increasing popularity of the Internet
has burdened the existing telecommunications infrastructure and that many areas
with high Internet use are experiencing interruptions in telephone service.
These carriers have petitioned the Federal Communications Commission to impose
access fees on Internet service providers. If these access fees are imposed, the
costs of communicating on the Internet could increase, which could decrease
demand for our services and increase our cost of doing business.

TECHNOLOGICAL CHANGES

Rapid technological developments, evolving industry standards, and frequent new
products and enhancements characterize the market for Internet products and
services. If faster Internet access becomes more widely available through cable
modems or other technologies, we may be required to make significant changes to
the design and content of our Web site to compete effectively.

As the number of Web pages and users increase, we will need to modify the
Internet infrastructure and our Web site to accommodate increased traffic on the
Web site that we maintain. If we cannot modify our computer systems, we may
experience system disruptions and slower response times.

If we fail to effectively adapt to increased usage of the Internet or new
technological developments, our business will be adversely affected.

IMPORTANCE OF BRAND AWARENESS

We believe that establishing and maintaining the ConsultantTown.com brand name
and its reputation is an important aspect of our efforts to attract and expand
our technology services. We also believe that the importance of brand
recognition will increase due to the growing number of Internet sites and the
relatively low barriers to entry. If we fail to adequately promote and maintain
our brand name, our financial performance will suffer.

To maintain and enhance the ConsultantTown.com brand, we must provide
high-quality products and services on the Internet. If any breach or alleged
breach of security or privacy involving our online services occurs, or if we are
unable to otherwise successfully promote and maintain our brand, our business
will suffer. Also, to the extent consumers confuse similar consulting-related
Web sites with ours, our reputation could be harmed and our business could
suffer.

ONLINE SECURITY RISKS

A significant barrier to online commerce is the secure transmission of
confidential information over public networks. We rely on encryption and
authentication technology licensed from third parties to effect secure
transmission of confidential information. Advances in computer capabilities, new
discoveries in cryptography, or other developments may result in a breach of the
algorithms we use to protect customer data. If any compromise of our security
occurs, it would injure our reputation, and could impact the success of our
business.

<PAGE>

DEPENDENCE ON SOFTWARE LICENSED TO US BY THIRD PARTIES

Our products and services will rely on software licensed to us by third parties.
We believe there are other sources for most of the specialized software we will
license and that we could replicate the functionality of this software. However,
because our products incorporate software developed and maintained by third
parties, and because we will license from third parties certain industry
standard software products that cannot be replicated, we depend on those third
parties to:

* deliver and support reliable products;

* enhance their current products;

* develop new products on a timely and cost-effective basis; and

* respond to emerging industry standards and other technological
changes.

In addition, the third party software currently used in our products and the
delivery of our services may become obsolete or incompatible with the products
and services we offer in the future.

If we have to replace third-party software for any of those reasons, our
business could suffer during the replacement period.

NEED FOR SUFFICIENT TECHNICAL AND SUPPORT PERSONNEL

Competition for qualified technical and support personnel is intense, and we may
not be able to hire and retain sufficient numbers of qualified technical and
support personnel. If we fail to hire and retain sufficient numbers of technical
and support personnel, our business and results of operations would be adversely
affected.

UNEXPECTED YEAR 2000 PROBLEMS

Many existing computer systems and software products do not properly recognize
dates after December 31, 1999. This Year 2000 problem could result in data
corruption, system failures or disruptions of operations. We are subject to
potential Year 2000 problems affecting our products and services, our internal
systems, and the systems of third parties on which we rely. We believe that the
technology underlying our products and services will be Year 2000 compliant.
However, we may discover errors or defects in our internal systems that may not
be resolvable or that may result in material costs to us. Internal Year 2000
problems could negatively affect our business, operating results and financial
condition.

We use third-party equipment, software and content that may not be Year 2000
compliant. Although we typically receive assurances from third parties that they
are Year 2000 compliant, we do not independently verify their Year 2000
compliance. If third parties on whom we rely are not Year 2000 compliant, our
business could be adversely affected.

See "Management's Discussion and Analysis of Financial Condition and Results of
Operations".

<PAGE>

TRADE NAME PROTECTION

The Company has registered the domain name "ConsultantTown.com" with InterNIC.
The success of the Web site depends on the ability of the Company to protect its
trade name rights to the name "ConsultantTown.com". The inability of the Company
to adequately protect its rights to the trade name could have a material adverse
effect on the Company's business, financial condition and results of operations.

LIMITED TRANSFERABILITY

Under federal and state securities laws, a shareholder's transfer of his or her
stock in the Company may be subject to certain restrictions. Thus, Investors
will not be able to freely transfer their shares and, when transfer is
permissible, Investors may not realize the value they would receive if the
Common Stock was not subject to such restrictions on transferability.

LIMITED MARKETABILITY; POSSIBLE VOLATILITY OF STOCK PRICE

Because it is uncertain whether a public trading market in the Company's capital
stock will develop, a shareholder may not be able to liquidate his or her
investment in the Company. The purchase of Common Stock should therefore be
considered as a long-term investment. The market price of the Common Stock may
fluctuate substantially due to a variety of factors, including announcements of
new, similar Web sites by competitors, changes in earnings estimates, changes in
accounting principles, sales of Common Stock by existing holders, loss of key
personnel and other factors. In addition, the stock market is subject to extreme
price and volume fluctuations. This volatility has often had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to the operating performance of these companies. In the past,
following periods of volatility in the market price of a company's securities,
securities class action litigation has often been instituted against such a
company. Any such litigation instigated against the Company could result in
substantial costs and a diversion of management's attention and resources, which
could have a material adverse effect on the Company's business, operating
results and financial condition.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Common Stock following the Offering could
adversely affect the prevailing market price of the Common Stock and the
Company's ability to raise capital in the future. The Company has issued
5,000,000 shares of Common Stock to founders of the Company. Upon completion of
this offering, the Company will have a total of 6,000,000 shares of Common Stock
outstanding. Consequently, the Company will have 94,000,000 shares of Common
Stock after the Offering which are authorized but unissued. These unissued
shares can be issued at a later date without shareholder approval, which could
result in further dilution of Investors.

<PAGE>

The 1,000,000 shares of Common Stock sold in the Offering will be freely
tradable without restriction or further registration under the Securities Act,
except that any shares purchased by "affiliates" of the Company, as that term is
defined in Rule 144 under the Securities Act ("Affiliates'), may generally be
sold only in compliance with certain limitations of Rule 144 described below.
The remaining approximately 5,000,000 shares of Common Stock will be deemed
"Restricted Shares" under Rule 144. None of the Restricted Shares are eligible
for sale in the public market immediately after the Offering under Rule 144(k)
under the Securities Act.

In general, under Rule 144 as recently amended, beginning approximately 90 days
after the effective date of the Registration Statement of which this Prospectus
is a part, a stockholder, including an Affiliate, who has beneficially owned his
or her restricted securities (as that term is defined in Rule 144) for at least
one year from the later of the date such securities were acquired from the
Company or (if applicable) the date they were acquired from an Affiliate, is
entitled to sell, within any three-month period, a number of such shares that
does not exceed the greater of 1% of the then outstanding shares of Common Stock
(approximately 60,000 immediately after the Offering) or the average weekly
trading volume in the Common Stock during the four calendar weeks preceding the
date on which notice of such sale was filed under Rule 144, provided certain
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, under Rule 144(k), if a period of at
least two years has elapsed between the later of the date restricted securities
were acquired from the Company or (if applicable) the date they were acquired
from an Affiliate of the Company, a stockholder who is not an Affiliate of the
Company at the time of sale and has not been an Affiliate of the Company for at
least three months prior to the sale is entitled to sell the shares immediately
without compliance with the foregoing requirements under Rule 144.

Prior to the Offering, there has been no public market for the Common Stock. No
prediction can be made as to the effect, if any, that market sales of shares or
the availability of shares for sale will have on the market price of the Common
Stock prevailing from time to time. The Company is unable to estimate the number
of shares that may be sold in the public market pursuant to Rule 144, since this
will depend on the market price of the Common Stock, the personal circumstances
of the sellers, and other factors. Nevertheless, sales of significant amounts of
the Common Stock of the Company in the public market could adversely affect the
market price of the Common Stock and could impair the Company's ability to raise
capital through an offering of its equity securities.

DISCLOSURE OF THE SECURITIES AND EXCHANGE COMMISSION'S POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Delaware Corporation Law provides that a Delaware corporation has the power to
indemnify any person who is a party to any proceeding by (other than an action
by, or in the right of the corporation) reason of the fact that the person was a
director, officer, employee or agent of the corporation if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. Article XI of the Company's Bylaws provides
indemnification to the Company's directors and officers for any action, suit or

<PAGE>

proceeding of any nature that involves such person by reason of the fact that he
or she is or was a director or officer of the Company.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

RISK OF LIMITATION ON ACQUISITION AND CHANGE IN CONTROL

The Articles of Incorporation of the Company authorize the Board of Directors of
the Company to issue shares of preferred stock and to establish the preferences
and rights of any preferred stock issued. The issuance of preferred stock could
have the effect of delaying or preventing a change in control of the Company,
even if a change in control were in the stockholders' interests.

CONCENTRATION OF OWNERSHIP

The current executive officers and directors of the Company will beneficially
own or have voting control over approximately 83.33% of the outstanding Common
Stock following the Offering. Accordingly, these individuals will have the
ability to influence the election of the Company's directors and effectively to
control most corporate actions. This concentration of ownership may also have
the effect of delaying, deterring or preventing a change in control of the
Company.

ABSENCE OF DIVIDENDS

The Company has never paid cash dividends on its Common Stock and does not
anticipate paying cash dividends on its Common Stock in the foreseeable future.

UNIDENTIFIED RISKS

Although the Company has endeavored to identify all material risks associated
with an investment in the Common Stock, it is probable that material risks exist
which have not been identified herein.

DIVIDEND POLICY

The Company has never declared or paid dividends on its capital stock. The
Company does not anticipate paying any cash dividends in the foreseeable future.
Payments of future dividends, if any, will be at the discretion of the Company's
Board of Directors after taking into account various factors, including the
Company's financial condition, operating results, current and anticipated cash
needs and plans for expansion.

<PAGE>

DILUTION

The following sets forth the dilution per share (as of July 12, 1999) after
giving effect to this offering:

<TABLE>
<S> <C> <C>
Effective price of Common Shares offered hereunder: $1.00
Net tangible book value before the offering:(1) 0.0001
Increase in net tangible book value attributable to the offering:
0.1667
Net tangible book value after the offering: 0.1668 0.1668
------ ------
Dilution to investor: 0.8332
Dilution to investor (as a percentage): 83.32%

<FN>
(1)This table gives effect to the issuance of an aggregate of 5,000,000 shares
of common stock at $0.001 per share on June 11, 1999.
</FN>
</TABLE>

ConsultantTown.com issued five million shares to Castle Rock Capital Corporation
upon incorporation in exchange for $500.00 in cash.

There are currently no outstanding stock options or warrants.

USE OF PROCEEDS

Our success is entirely dependent on our ability to sell the shares in this
offering. None of the items listed below can be fully completed unless we raise
a minimum of $100,000 from this offering. We may not be able to raise all or
part of the funds we need to operate our business. If we are unable to raise
these funds we will not remain as a viable going concern and investors may lose
their entire investment. If we receive net proceeds in an amount less than
$100,000, our business operations will be curtailed to an extent not presently
determinable by management.

The maximum net proceeds from this offering may be as high as $1,000,000 if we
sell all of the shares offered. If we are unable to sell all of the shares
offered, the net proceeds would be lower. In the table below, we have detailed
the minimum amount of capital required for us to operate our business as
currently planned. In addition, we have outlined the manner in which we intend
to use the funds raised, assuming that we sell all of the shares offered.

<TABLE>

Application of Minimum Amount Maximum Amount
Net Proceeds Required Of Net Proceeds
<S> <C> <C>
Technology 25,000 80,000
Content 5,000 60,000
Sales and marketing 50,000 275,000
Customer support 0 75,000
Offering costs 10,000 10,000
Working capital and general corporate 10,000 500,000
purposes

Total $100,000 $1,000,000

</TABLE>

<PAGE>

Technology. We intend to expand our software and web site development efforts,
increase our network infrastructure, purchase computing and networking
equipment, build an electronic commerce software system and purchase an
advertising server. We also expect to hire additional consultants to engage in
these activities.

Content. We intend to license content from third parties that we have not yet
identified, and expect to engage additional consultants to engage in these
activities.

Sales and Marketing. We intend to produce, create and place Internet, print and
radio commercials. We also intend to produce, create and manage promotions and
publicity to encourage usage of our services. We expect to hire additional
consultants to engage in these activities.

Customer Support. We intend to purchase software, hardware and systems to handle
our customer support requirements. We expect to hire consultants to engage in
these activities.

Offering Costs. We intend to pay for the costs of this offering.

Working Capital and General Corporate Purposes. We may use a portion of the
proceeds allocated to working capital and general corporate purposes to pay a
portion of trade payables incurred from time to time, if cash flow from
operations is insufficient for these purposes. We also expect to hire additional
consultants to engage in general and administrative activities.

The foregoing 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 expansion of our user base, usage of
our services, increases in revenues and assumed that our proposed software and
services can be completed and 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
programs or activities may be undertaken which will require considerable
additional expenditures or unforeseen expenses may occur.

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.

Because we anticipate selling the shares through the efforts of our officers and
directors, the numbers above do not include any deductions for selling
commissions. If broker/dealers are used in the sale of the shares, up to 13% of
any gross proceeds raised in this offering will probably be payable to one or
more NASD registered broker-dealers. In such event, net proceeds to us will be
decreased and the use of proceeds may be proportionately reallocated in

<PAGE>

management's sole discretion. There are no current agreements, arrangements or
other understandings in connection with any of the foregoing. 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.

PLAN OF DISTRIBUTION

The Shares will be offered and sold by the Company through its officers in
accordance with and subject to the terms of this Offering.

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

PLAN OF OPERATION

The Company, a Delaware corporation which was formed on June 11, 1999, intends
to provide a premier Internet site dedicated to consultant education,
communication and information exchange. The Company plans to provide the
following services and products:

* Discussion Forums -each consultant member of
ConsultantTown.com will have the ability to create and
participate in Web forums that address a variety of
consulting and small business issues.

* Interactive chats - each consultant member of
ConsultantTown.com will have the choice of participating in
real-time or delayed discussions on topics of their choice.

* Integrated Bulletin Boards - consultant members will have
the opportunity to post comments on ongoing discussions or
on topics of interest, give feedback or propose a subject to
discuss.

Many existing computer systems and software products do not properly recognize
dates after December 31, 1999. This Year 2000 problem could result in data
corruption, system failures or disruptions of operations. The Company is subject
to potential Year 2000 problems affecting our products and services, our
internal systems, and the systems of third parties on whom we rely. The Company
believes that the technology underlying our products and services will be Year
2000 compliant. However, we may discover errors or defects in our internal
systems that may not be resolvable or that may result in material costs to us.
Internal Year 2000 problems could negatively affect the Company's business,
operating results and financial condition.

The Company uses third-party equipment, software and content that may not be
Year 2000 compliant. Although the Company may typically receive assurances from
third parties that they are Year 2000 compliant, we do not independently verify
their Year 2000 compliance. If third parties on whom we rely are not Year 2000
compliant, the Company' business could be adversely affected.

<PAGE>

The Company intends to outsource its work until it reaches a certain level of
profitability. Currently, several consultants work part-time for the Company.
While serving as President, Mr. Davis, will devote only a minimal amount of time
to that effort. It is anticipated that after an initial round of capital
financing, the Company will employ several full-time employees.

The Company believes that its available cash and cash equivalents as well as
cash generated from operations and its available credit line will be sufficient
to meet the Company's cash requirements for the current fiscal year. The
Company's does not expect its operations to be affected materially by inflation
either currently or in the foreseeable future.

ANY FORWARD LOOKING STATEMENTS OF MANAGEMENT CONTAINED IN THIS DOCUMENT HAVE
BEEN COMPILED ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED TO
BE REASONABLE. FUTURE OPERATING RESULTS OF THE COMPANY, HOWEVER, ARE IMPOSSIBLE
TO PREDICT AND NO REPRESENTATION OR WARRANTY REGARDING FUTURE OPERATING RESULTS
OF THE COMPANY IS TO BE INFERRED FROM ANY FORWARD LOOKING STATEMENTS CONTAINED
IN THIS DOCUMENT.

BUSINESS

INTRODUCTION

The Company was incorporated on June 11, 1999 to provide a premier Internet Web
site dedicated to consultant education, communication and information exchange.
The Company plans to offer Web site services that will establish the industry
standard for online consultant communities. These services will utilize state of
the art technology, security, consultant authentication and a combination of
Internet protocols. The Company is actively working on activating its
ConsultantTown.com Web site during the first quarter of 2000.

INDUSTRY

The Internet is a rapidly growing, exciting new means of communicating,
accessing information and engaging in commerce. Several factors have led to the
growth of the Internet, including the expanding use of personal computers in
many homes and businesses, easy and affordable accessibility to information,
technology developments permitting faster and user-friendly Internet
connections, and increased awareness of the Internet among consumer and business
users.

Small Business information is one of the fastest growing areas of interest on
the Internet. Consultants who would like to obtain up-to-date information
relevant to their practices and communicate with their colleagues can make use
of the Internet to satisfy their information and communication needs. The
Company will offer a Web site that meets those needs by providing consultants
fast and simple access to a variety of communications and information functions.
Also, the Company believes that Start-Up and High Tech companies will have an
increasing interest in using online advertising to reach target groups that
reflect appealing and compatible demographics.

<PAGE>

PRODUCTS AND SERVICES

The primary focus of the Company's business is to provide an education and
communication forum for consultants that have an interest in sharing ideas and
information, discussing current issues and the latest technologies and methods
with their colleagues, and participating in online courses to obtain required
educational credits easily and conveniently. Through various marketing efforts,
consultants will be encouraged to visit the ConsultantTown.com Web site and to
experience and enjoy all of the benefits the Web site has to offer.

To ensure a private community of consultants, the Company will require each
member to provide their name and credentials. Upon registration at the Web site,
the information will be verified to qualify the consultant for membership. Once
inside the Web site, consultant members may participate in a wide range of
available features, from viewing clinical techniques to updating their personal
and professional calendars. Member consultants will also be given a discount on
products and services from the industry alliances and strategic companies that
will promote the Web site. The Web site will permit consultants to quickly
access comprehensive consultant reference databases, journals and directories to
help them in their practices. Member consultants will also be able to share
experiences and exchange information in a private environment with other members
through e-mail, real-time discussions or message boards.

STRATEGIC ALLIANCES; EXPANSION OF BUSINESS

The Company intends to develop strategic alliances with consulting firms and
professional associations to establish a synergistic network for interrelated
services that could be offered at an attractive discount to ConsultantTown.com
members. These same alliances will also provide online advertising prospects for
the Company.

KEY MARKET

The Company's services are targeted to consultants who have an interest in
communicating with their colleagues and obtaining up-to-date information
relevant to their practices.

INFORMATION SYSTEMS AND THE YEAR 2000

Many currently installed computer systems and software products are coded to
accept only two-digit entries in the date code field. Beginning in the year
2000, these date code fields will need to accept four-digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than one year, computer systems or software used by many companies or both may
need to be upgraded to comply with "Year 2000" requirements. The Company
believes that the computers and off-the-shelf software it will use will be Year
2000 compliant.

COMPETITION

Due to the rapid expansion of the Internet, the market for Internet services and
products is intensely competitive and rapidly changing. The Company competes,
directly and indirectly, for subscribers, and advertisers with other online
services or Web sites targeted to the healthcare industry generally.

The Company believes that the central factors for attracting and
retaining consultant subscribers are the depth, breadth and timeliness of

<PAGE>

services and content, the ability of ConsultantTown.com to offer interesting and
compelling services and content, ease of use and name recognition. The Company
believes that the principal factors that will attract advertisers to
ConsultantTown.com are the number of consultant subscribers, the aggregate
traffic on the Web site, the demographics of the consultant subscribers and
creativity in advertising placement on the site. To be competitive, the Company
must respond to technological advances and emerging industry standards and
practices on a timely and cost-effective basis. There can be no assurance that
the Company will be successful in using new technologies effectively for
adapting its Web site and technology to subscriber needs.

Many of the Company's current and potential competitors have greater resources
to devote to the development and promotion of their Web sites in terms of a
longer operating history, greater financial, technical and marketing resources,
wider name recognition, and larger subscriber bases that in turn generate a
greater ability to attract subscribers and advertisers. There can be no
assurance that the Company will be able to compete successfully against current
and future competitors, or that competitive pressures faced by the Company will
not have a material adverse effect on its business, financial condition and
operating results.

PERSONNEL

The Company intends to outsource its work until it reaches a certain level of
profitability. Currently, several consultants work part-time for the Company.
Mr. Davis, while serving as President of the Company, is devoting only part of
his time to that effort. It is anticipated that after an initial round of
capital financing, the Company will employ several full-time employees.

LEGAL PROCEEDINGS

As of the date of this Prospectus, the Company is not a party to any material
legal proceedings. Notwithstanding this, from time to time, the Company may be
involved in material litigation.

DESCRIPTION OF PROPERTY

The Company has no properties and at this time has no agreements to acquire any
properties. The Company currently uses the offices of management at no cost to
the Company. Management has agreed to continue this arrangement until the
Company can afford to select its own office space.

<PAGE>

MANAGEMENT

The following table and subsequent discussion sets forth information concerning
our directors and executive officers, each of whom will serve in the same
capacity with us upon completion of the offering. Each director and executive
officer was elected to his position in 1999.

<TABLE>
Name Age Positions and Offices Held
<S> <C> <C>
A. DeWayne Davis 50 President, Director

Andrew P. Davis 26 Vice President, Secretary, Director
</TABLE>

There are no agreements or understandings for the officers or directors to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of nor will act at the direction of any other
person.

Set forth below is the name of the directors and officers of the Company, all
positions and offices with the Company held, the period during which they have
served as such, and the business experience during at least the last five years:

DeWayne Davis received a Bachelor of Business Administration in Accounting from
the University of Central Arkansas in 1970. From 1970-1973, Mr. Davis worked for
a CPA firm in Little Rock, AR. From 1974-present, Mr. Davis has been
self-employed. During his self-employment Mr. Davis has owned many businesses in
areas such as, retail stores, insurance agencies, construction and development
companies, and manufacturing companies. From 1997 to date, Mr. Davis has been a
principal of Pinnacle Investments, LLC. His firm specializes in business
consulting.

Andrew Davis received a Bachelor of Business Administration in Accounting from
the University of Central Arkansas in 1997. From 1995 to 1998 Mr. Davis worked
for an investment advisory firm in Little Rock, AR. His position was that of
Assistant Portfolio Manager. From 1998 to date, Mr. Davis has been a consultant
for Pinnacle Investments, LLC. This firm specializes in business consulting.

Each of the Company's directors is elected at the annual meeting of stockholders
and serves until the annual meeting and until his or her successor is elected
and qualified, or until his or her earlier death, resignation, or removal. No
compensation is currently paid to directors for their service on the Board.

<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment power with respect
to the shares shown.

<TABLE>
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class

<S> <C> <C>
Castle Rock Capital Corporation (1) 5,000,000 100%
2425 North Central Expressway, Suite 400
Richardson, TX 75080-2714

A. DeWayne Davis (2) 1,000,000 20%
2425 North Central Expressway, Suite 400
Richardson, TX 75080-2714

Andrew P. Davis (3) 2,000,000 40%
2425 North Central Expressway, Suite 400
Richardson, TX 75080-2714

DeWayne Davis Children's Trust (4) 2,000,000 40%
2425 North Central Expressway, Suite 400
Richardson, TX 75080-2714

All Executive Officers
and Directors as a Group
(1 Person) 5,000,000 100%

<FN>
(1) Both Andrew Davis and DeWayne Davis are shareholders, directors and officers
of Castle Rock Capital Corporation. Castle Rock Capital Corporation acts as a
marketing and consulting company for its affiliated companies.

(2) As a shareholder, director and officer of Castle Rock Capital Corporation,
DeWayne Davis is deemed to be the beneficial owner of 20% of the common stock of
the Company owned by Castle Rock Capital Corporation.

(3) As a shareholder, director and officer of Castle Rock Capital Corporation,
Andrew Davis is deemed to be the beneficial owner of 40% of the common stock of
the Company owned by Castle Rock Capital Corporation.

(4) As a shareholder of Castle Rock Capital Corporation, the DeWayne Davis
Children's Trust is deemed to be the beneficial owner of 40% of the common stock
of the Company owned by Castle Rock Capital Corporation.
</FN>
</TABLE>

<PAGE>

STATEMENT CONCERNING INDEMNIFICATION

Our directors are bound by the general standards for directors provisions in
Delaware law. These provisions allow our directors in making decisions to
consider any factors as they deems relevant, including our long-term prospects
and interests and the social, economic, legal or other effects of any proposed
action on the employees, suppliers or our customers, the community in which the
we operate and the economy. Delaware law limits our director's liability.

We have agreed to indemnify all our directors, meaning that we will pay for
damages they incur for properly acting as directors. The SEC believes that this
indemnification may not be given for violations of the Securities Act that
governs the distribution of our securities.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the registrant under
the foregoing provisions, the registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against the
public policy as expressed in the Securities Act and is therefore,
unenforceable.

EMPLOYEES

EXECUTIVE COMPENSATION

No compensation is currently paid to officers of the Company.

<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth information about our current shareholders. The
person named below has sole voting and investment power with respect to the
shares. The numbers in the table reflect shares of common stock held as of the
date of this prospectus. The numbers in this table assume 6,000,000 shares of
common stock outstanding following the offering:

<TABLE>
- ----------------------------------- -------------------------------------------- ----------------------------------------
Shares Owned Percentage Owned
- ----------------------------------- -------------------------------------------- ----------------------------------------
- ----------------------------------- -------------------------------------------- ----------------------------------------
Before offering After offering Before offering After offering
- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
<S> <C> <C> <C> <C>
Castle Rock Capital Corporation
(1) 5,000,000 5,000,000 100.00% 83.33%
- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
A. DeWayne Davis (2) 1,000,000 1,000,000 20.00% 16.67%

- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
Andrew P. Davis (3) 2,000,000 2,000,000 40.00% 33.33%

- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
All directors and 5,000,000 5,000,000 100.00% 83.33%
Officers as a group - 5 persons

- ----------------------------------- ---------------------- --------------------- ------------------- --------------------
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

FACILITIES

Currently, the Company's operations are located at facilities located at 2425
North Central Expressway, Suite 400, Richardson, Texas 75080-2714 leased by CIM
Systems, Corp. Castle Rock Capital Corporation utilizes space which is leased by
CIM Systems, Corp. No Affiliates control CIM Systems, Corp., but both DeWayne
and Andrew Davis, who are directors of the Company, control Castle Rock Capital
Corporation. No rent will be charged for the Company's use of those facilities
during the Company's initial development phase. The Company plans to move to
different facilities after adequate financing is obtained.

<PAGE>

SALES TO OFFICERS AND DIRECTORS

The Company has issued shares of its Common Stock to the following officers and
directors who were founders of the Company at a price of $.0001 per share:

<TABLE>
Class of Purchasers Date of Sale Title of Securities Number of Aggregate Purchase Price and
Securities Form of Consideration
<S> <C> <C> <C> <C>
Castle Rock Capital 06/11/99 Common Stock 5,000,000 $500.00
Corporation
</TABLE>

All sales were made in reliance on Section 4(2) of the Securities Act and/or
Regulation D promulgated thereunder. These sales were made without general
solicitation or advertising. Each purchaser was a sophisticated investor with
access to all relevant information necessary to evaluate the investment and
represented to the Registrant that the shares were being acquired for
investment.

DESCRIPTION OF SECURITIES

COMMON STOCK

The Company is authorized to issue up to 100,000,000 shares of Common Stock, par
value $.0001 per share. On June 11, 1999, the Company issued 5,000,000 shares of
Common Stock to the founder of the Company. The holders of Common Stock are
entitled to one vote for each share held of record on each matter submitted to a
vote at a meeting of stockholders, and except as provided by resolutions of the
Company's Board of Directors providing for the issuance of any class or series
of Preferred Stock, the exclusive voting power for all purposes is vested in the
holders of Common Stock.

Subject to the preferential rights of holders of Preferred Stock as provided by
resolutions of the Company's Board of Directors authorizing the issuance of any
class of Preferred Stock, holders of Common Stock are entitled to receive their
pro rata share, based upon the number of shares held by them, of such dividends
or other distributions as may be declared by the Board of Directors. In the
event of a liquidation, dissolution, or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after the
payment or provision of the Company's debts and other liabilities and the
liquidation preference of any outstanding Preferred Stock. Holders of Common
Stock have no preemptive rights and have no rights to convert their Common Stock
into any other securities. The outstanding shares of Common Stock are, and the

<PAGE>

shares of Common Stock offered hereby will be, when issued, validly issued,
fully paid and nonassessable.

After completion of the Offering, 6,000,000 shares of Common Stock will be
issued and outstanding.

MARKET FOR COMMON STOCK

There is no public trading market for the Common Stock. Currently, there are
forty holders of record for the Common Stock. No cash dividends have ever been
declared on the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have 6,000,000 shares of
Common Stock outstanding. The 1,000,000 shares of Common Stock sold in the
Offering will be freely tradable without restriction or further registration
under the Securities Act, except that any shares purchased by "affiliates" of
the Company, as that term is defined in Rule 144 under the Securities Act
("Affiliates'), may generally be sold only in compliance with certain
limitations of Rule 144 described below. The remaining approximately 5,000,000
shares of Common Stock will be deemed "Restricted Shares" under Rule 144. None
of the Restricted Shares are eligible for sale in the public market immediately
after the Offering under Rule 144(k) under the Securities Act.

Prior to the Offering, there has been no public market for the Shares. No
prediction can be made as to the effect, if any, that market sales of shares or
the availability of shares for sale will have on the market price of the Common
Stock prevailing from time to time. The Company is unable to estimate the number
of shares that may be sold in the public market pursuant to Rule 144, since this
will depend on the market price of the Common Stock, the personal circumstances
of the sellers, and other factors. Nevertheless, sales of significant amounts of
the Common Stock of the Company in the public market could adversely affect the

<PAGE>

market price of the Common Stock and could impair the Company's ability to raise
capital through an offering of its equity securities.

EXPERTS

The balance sheet of ConsultantTown.com, Inc. as of July 12, 1999, appearing in
this Prospectus and the Registration Statement has been audited by WEINBERG &
COMPANY, P.A., independent auditors, as stated in their report appearing herein
and is included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement on Form SB-2 under the Securities
Act with the Commission in Washington, D.C. with respect to the securities
offered hereby. This Prospectus, which is part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to
the Company and the securities offered hereby, reference is hereby made to the
Registration Statement and the exhibits and schedules filed as a part thereof.
Statements contained in this Prospectus as to the contents of any agreement or
any other document referred to are not necessarily complete, and in each
instance, if such agreement or document is filed as an exhibit, reference is
made to the copy of such agreement or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference to such exhibit. The Registration Statement, including exhibits
and schedules thereto, may be inspected and copied at the principal office of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's Regional Offices at 7 World Trade Center, New
York, New York 10048, and Northwest Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material may also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, the Company is required
to file electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

No person has been authorized to give any information or to make any
representation in connection with this offering other than those contained in
this Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or any other person.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the securities 250,000 SHARES to which it
relates, or an offer to or a solicitation of any person in any jurisdiction
where such an offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor any sale CONSULTANTTOWN.COM, INC. made hereunder shall,
under any circumstance, create any implication that there has been no change in
the affairs of the Company since the date hereof or that the information herein
is correct as of any time subsequent to the date hereof.

<PAGE>

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 beginning on page 6. 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.

<PAGE>

FINANCIAL STATEMENTS

Set forth below are the audited financial statements for the Company for the
period ended July 12, 1999. The following financial statements are attached to
this report and filed as a part thereof.

CONSULTANTTOWN.COM CORPORATION
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENT

AS OF JULY 12, 1999

CONSULTANTTOWN.COM CORPORATION
(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE 1 - INDEPENDENT AUDITORS' REPORT

PAGE 2 - BALANCE SHEET AS OF JULY 12, 1999

PAGE 3 - STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE
PERIOD FROM JUNE 11, 1999 (INCEPTION) TO JULY 12, 1999

PAGE 4 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 11, 1999
(INCEPTION) TO JULY 12, 1999

PAGE 5 - 7 - NOTES TO FINANCIAL STATEMENTS AS OF JULY 12, 1999

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of:
Consultanttown.com Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of ConsultantTown.com Corporation
(a development stage company) as of July 12, 1999 and the related statements of
changes in stockholder's equity and cash flows for the period from June 11, 1999
(inception) to July 12, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on this
financial statement 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 balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statements presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of ConsultantTown.com Corporation (a
development stage company) as of July 12, 1999 and its cash flows from June 11,
1999 (inception) to July 12, 1999, in conformity with generally accepted
accounting principles.

WEINBERG & COMPANY, P.A.

Boca Raton, Florida
July 15, 1999

<PAGE>

CONSULTANTTOWN.COM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JULY 12, 1999

<TABLE>
ASSETS

<S> <C>
Cash $ 500

TOTAL ASSETS $ 500

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES $ -

STOCKHOLDER'S EQUITY

Common Stock, $.0001 par
value, 100,000,000 shares
authorized 5,000,000 issued
and outstanding 500

Total Stockholder's Equity 500

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
</TABLE>

See accompanying notes to financial statements.

<PAGE>

CONSULTANTTOWN.COM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM JUNE 11, 1999
(INCEPTION) TO JULY 12, 1999

<TABLE>
Common
Stock Total
---------- ----------
<S> <C> <C>
Common Stock issuance $ 500 $ 500

Net income for the period
Ended July 12, 1999 - -

BALANCE AT JULY 12, 1999 $ 500 $ 500
</TABLE>

See accompanying notes to financial statements.

<PAGE>

CONSULTANTTOWN.COM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM JUNE 11, 1999
(INCEPTION) TO JULY 12, 1999

<TABLE>
CASH FLOWS FROM
OPERATING ACTIVITIES:
<S> <C>
Net income $ -
Adjustments to
reconcile net income
to net cash provided
by operating activites: -
----------

Net cash provided by
operating activities -
----------

CASH FLOWS FROM INVESTING
ACTIVITIES -
----------

CASH FLOWS FROM FINANCING
ACTIVITIES

Proceeds from issuance
Of common stock 500
----------

Net cash provided by
Financing activities 500
----------

INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH
EQUIVALENTS - BEGINNING
OF PERIOD -
----------

CASH AND CASH EQUIVALENTS
- END OF PERIOD $ 500
----------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

CONSULTANTTOWN.COM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 12, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization and Business Operations

ConsultantTown.com Corporation (a development stage company) ("the
Company") was incorporated in Delaware on June 11, 1999 to acquire and
develop the necessary businesses to build an Internet Web site that
will offer web site services which will cater to consultants and small
business owners. At July 12, 1999, the Company had not yet commenced
any formal business operations, and all activity to date relates to
the Company's formation and proposed fund raising. The Company's
fiscal year end is December 31.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.

B. Use of Estimates

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

C. Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.

<PAGE>

CONSULTANTTOWN.COM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 12, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

D. Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income
tax expense or benefits due to the Company not having any operations
for the period ended July 12, 1999.

E. New Accounting Pronouncements

The Financial Accounting Standards Board has recently issued Several
new accounting pronouncements. Statement No. 129, "Disclosure of
Information about Capital Structure" establishes standards for
disclosing information about an entity's capital structure, is
effective for financial statements for periods ending after December
15, 1998 and has been adopted by the Company as of December 31, 1998.
Statement No. 130, "Reporting Comprehensive Income" establishes
Standards for reporting and display of comprehensive income and its
components, and is effective for fiscal years beginning after December
15, 1997. Statement No. 131, "Disclosures about Segments of an
Enterprise and Related Information" establishes standards for the way
that public business enterprises report information about operating
segments in annual financial statements and require that

<PAGE>

CONSULTANTTOWN.COM CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 12, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

E. New Accounting Pronouncements - (CONT'D)

Those enterprises report selected information about operating Segments
in interim financial reports issued to shareholders. It also
establishes standards for related disclosure about products and
services, geographic areas, and major customers, and is effective for
financial statements for periods beginning after December 15, 1997. The
Company believes that its adoption of Statements 130 and 131 will not
have a material effect on the Company's financial position or results
of operations.

NOTE 2 - STOCKHOLDERS' EQUITY

A. Preferred Stock

The Board of Directors of the Company may designate from time to time
different series of preferred stock and may fix the authorized shares
for each series. The holders of each series of preferred stock shall
have such rights, preferences and privileges as may be determined by
the Board of Directors prior to the issuance of such shares. As of the
date of this report the Board of Directors has not authorized or issued
any preferred stock.

B. Common Stock

The Company is authorized to issue 100,000,000 shares of common stock
at $.0001 par value. The Company issued 5,000,000 shares to Castle Rock
Capital Corporation, which is owned in the majority by the officers of
the Company.

<PAGE>

ARTICLES OF INCORPORATION
OF
CONSULTANTTOWN.COM CORPORATION

ARTICLE ONE

Name

The name of the Corporation is ConsultantTown.com Corporation.

ARTICLE TWO

Duration

The Corporation shall have perpetual existence.

ARTICLE THREE

Purpose

The purpose for which this Corporation is organized is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares of stock which the Corporation shall have authority
to issue is 100,000,000 shares, consisting of 100,000,000 shares of Common Stock
having a par value of $.0001 per share.

The Board of Directors is authorized to provide for the issuance of the shares
of Preferred Stock in series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series of Preferred
Stock shall include, but not be limited to, determination of the following:

A. The number of shares constituting that series and the distinctive designation
of that series;

<PAGE>

B. The dividend rate on the shares of that series, whether dividends shall be
cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on share of that series;

C. Whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;

D. Whether that series shall have conversion privileges, and, if so, the terms
and conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors shall determine;

E. Whether or not the shares of that series shall be redeemable, and, if so, the
terms and conditions of such redemption, including the date or dates upon or
after which they shall be redeemable, and the amount per share payable in case
of redemption, which amount may vary under different conditions and at different
redemption dates;

F. Whether that series shall have a sinking fund for the redemption or purchase
of shares of that series, and, if so, the terms and amount of such sinking fund;

G. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and

H. Any other relative rights, preferences and limitations of that series.

ARTICLE FIVE

Commencement of Business

The Corporation is authorized to commence business as soon as its certificate of
incorporation has been filed.

ARTICLE SIX

Principal Office and Registered Agent

The post office address of the initial registered office of the Corporation and
the name of its initial registered agent and its business address is:

Registered Agents, LTD. (USA)
1220 North Market Street, Suite 606
Wilmington, Delaware 19801 (County of New Castle)

The initial registered agent is a resident
of the State of Delaware.

ARTICLE SEVEN

Incorporator

A. DeWayne Davis, 2425 North Central Expressway, Suite 400, Richardson, TX
75080-2714.

<PAGE>

ARTICLE EIGHT

Pre-Emptive Rights

No Shareholder or other person shall have any pre-emptive rights whatsoever.

ARTICLE NINE

By-Laws

The initial by-laws shall be adopted by the Shareholders or the Board of
Directors. The power to alter, amend, or repeal the by-laws or adopt new by-laws
is vested in the Board of Directors, subject to repeal or change by action of
the Shareholders.

ARTICLE TEN

Number of Votes

Each share of Common Stock has one vote on each matter on which the share is
entitled to vote.

ARTICLE ELEVEN

Majority Votes

A majority vote of a quorum of Shareholders (consisting of the holders of a
majority of the shares entitled to vote, represented in person or by proxy) is
sufficient for any action which requires the vote or concurrence of
Shareholders, unless otherwise required or permitted by law or the by-laws of
the Corporation.

ARTICLE TWELVE

Non-Cumulative Voting

Directors shall be elected by majority vote. Cumulative voting shall not be
permitted.

ARTICLE THIRTEEN

Interested Directors, Officers and Securityholders

<PAGE>

A. Validity. If Paragraph (B) is satisfied, no contract or other transaction
between the Corporation and any of its directors, officers or securityholders,
or any corporation or firm in which any of them are directly or indirectly
interested, shall be invalid solely because of this relationship or because of
the presence of the director, officer or securityholder at the meeting of the
Board of Directors or committee authorizing the contract or transaction, or his
participation or vote in the meeting or authorization.

B. Disclosure, Approval, Fairness. Paragraph (A) shall apply only if:

(1) The material facts of the relationship or interest of each such
director, officer or security holder are known or disclosed:

(a) to the Board of Directors or the committee and it nevertheless
authorizes or ratifies the contract or transaction by a majority of
the directors present, each such interested director to be counted in
determining whether a quorum is present but not in calculating the
majority necessary to carry the vote; or

(b) to the Shareholders and they nevertheless authorize or ratify the
contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or

(2) the contract or transaction is fair to the Corporation as of the time
it is authorized or ratified by the Board of Directors, the committee or
the Shareholders.

ARTICLE FOURTEEN

Indemnification and Insurance

A. Persons. The Corporation shall indemnify, to the extent provided in
Paragraphs (B), (D) or (F) and to the extent permitted from time to time by law:

(1) any person who is or was director, officer, agent or employee of the
Corporation, and

(2) any person who serves or served at the Corporation's request as a
director, officer, agent, employee, partner or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise.

B. Extent--Derivative Suits. In case of a suit by or in the right of the
Corporation against a person named in Paragraph (A) by reason of his holding a
position named in Paragraph (A), the Corporation shall indemnify him, if he
satisfies the standard in Paragraph (C), for expenses (including attorney's fees
but excluding amounts paid in settlement) actually and reasonably incurred by
him in connection with the defense or settlement of the suit.

C. Standard--Derivative Suits. In case of a suit by or in the right of the
Corporation, a person named in Paragraph (A) shall be indemnified only if:

(1) he is successful on the merits or otherwise, or

<PAGE>

(2) he acted in good faith in the transaction which is the subject of the
suit, and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation. However, he shall not be indemnified
in respect of any claim, issue or matter as to which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
Corporation unless (and only to the extent that) the court in which the
suit was brought shall determine, upon application, that despite the
adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.

D. Extent--Non derivative Suits. In case of a suit, action or proceeding
(whether civil, criminal, administrative or investigative), other than a suit by
or in the right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the Corporation shall
indemnify him, if he satisfies the standard in Paragraph (E), for amounts
actually and reasonably incurred by him in connection with the defense or
settlement of the suit as

(1) expenses (including attorneys' fees),

(2) amount paid in settlement

(3) judgments, and

(4) fines.

E. Standard--Non derivative Suits. In case of a non derivative suit, a person
named in Paragraph (A) shall be indemnified only if:

(1) he is successful on the merits or otherwise, or

(2) he acted in good faith in the transaction which is the subject of the
non derivative suit, and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation and , with respect to
any criminal action or proceeding, he had no reason to believe his conduct
was unlawful. The termination of a non derivative suit by judgement, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person failed to
satisfy this Paragraph (E) (2).

F. Determination That Standard Has Been Met. A determination that the standard
of Paragraph (C) or (E) has been satisfied may be made by a court of law or
equity or the determination may be made by:

(1) a majority of the directors of the Corporation (whether or not a
quorum) who were not parties to the action, suit or proceeding, or

(2) independent legal counsel (appointed by a majority of the directors of
the Corporation, whether or not a quorum, or elected by the Shareholders of
the Corporation) in a written opinion, or

(3) the Shareholders of the Corporation.

G. Proration. Anyone making a determination under Paragraph (F) may determine
that a person has met the standard as to some matters but not as to others, and
may reasonably prorate amounts to be indemnified.

<PAGE>

H. Advance Payment. The Corporation may pay in advance any expenses (including
attorney's fees) which may become subject to indemnification under paragraphs
(A) - (G) if:

(1) the Board of Directors authorizes the specific payment and

(2) the person receiving the payment undertakes in writing to repay unless
it is ultimately determined that he is entitled to indemnification by the
Corporation under Paragraphs (A) - (G).

I. Nonexclusive. The indemnification provided by Paragraphs (A) - (G) shall not
be exclusive of any other rights to which a person may be entitled by law or by
by-law, agreement, vote of Shareholders or disinterested directors, or
otherwise.

J. Continuation. The indemnification and advance payment provided by Paragraphs
(A) - (H) shall continue as to a person who has ceased to hold a position named
in paragraph (A) and shall inure to his heirs, executors and administrators.

K. Insurance. The Corporation may purchase and maintain insurance on behalf of
any person who holds or who has held any position named in Paragraph (A) against
any liability incurred by him in any such positions or arising out of this
status as such, whether or not the Corporation would have power to indemnify him
against such liability under Paragraphs (A) - (H).

L. Reports. Indemnification payments, advance payments, and insurance purchases
and payments made under Paragraphs (A) - (K) shall be reported in writing to the
Shareholders of the Corporation with the next notice of annual meeting, or
within six months, whichever is sooner.

M. Amendment of Article. Any changes in the General Corporation Law of Delaware
increasing, decreasing, amending, changing or otherwise effecting the
indemnification of directors, officers, agents, or employees of the Corporation
shall be incorporated by reference in this Article as of the date of such
changes without further action by the Corporation, its Board of Directors, of
Shareholders, it being the intention of this Article that directors, officers,
agents and employees of the Corporation shall be indemnified to the maximum
degree allowed by the General Corporation Law of the State of Delaware at all
times.

ARTICLE FIFTEEN

Limitation On Director Liability

A. Scope of Limitation. No person, by virtue of being or having been a director
of the Corporation, shall have any personal liability for monetary damages to
the Corporation or any of its Shareholders for any breach of fiduciary duty
except as to the extent provided in Paragraph (B).

B. Extent of Limitation. The limitation provided for in this Article shall not
eliminate or limit the liability of a director to the Corporation or its
Shareholders (i) for any breach of the director's duty of loyalty to the
Corporation or its Shareholders (ii) for any acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law (iii) for
any unlawful payment of dividends or unlawful stock purchases or

<PAGE>

redemptions in violation of Section 174 of the General Corporation Law of
Delaware or (iv) for any transaction for which the director derived an improper
personal benefit.

IN WITNESS WHEREOF, the incorporator hereunto has executed this certificate of
incorporation on this 11th day of June, 1999.

Andrew P. Davis, Incorporator

<PAGE>

BY-LAWS

ConsultantTown.com Corporation

ARTICLE I

The Stockholders

SECTION 1.1. ANNUAL MEETING. The annual meeting of the stockholders of Horn
Creek Associates Incorporated (the "Corporation") shall be held on the third
Thursday in May of each year at 10:30 a.m. local time, or at such other date or
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, for the election of directors and for the
transaction of such other business as may come before the meeting.

SECTION 1.2. SPECIAL MEETINGS. A special meeting of the stockholders may be
called at any time by the written resolution or request of two-thirds or more of
the members of the Board of Directors, the president, or any executive vice
president and shall be called upon the written request of the holders of
two-thirds or more in amount, of each class or series of the capital stock of
the Corporation entitled to vote at such meeting on the matters(s) that are the
subject of the proposed meeting, such written request in each case to specify
the purpose or purposes for which such meeting shall be called, and with respect
to stockholder proposals, shall further comply with the requirements of this
Article.

SECTION 1.3. NOTICE OF MEETINGS. Written notice of each meeting of stockholders,
whether annual or special, stating the date, hour and place where it is to be
held, shall be served either personally or by mail, not less than fifteen nor
more than sixty days before the meeting, upon each stockholder of record
entitled to vote at such meeting, and to any other stockholder to whom the
giving of notice may be required by law. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called and shall indicate
that it is being issued by, or at the direction of, the person or persons
calling the meeting. If, at any meeting, action is proposed to be taken that
would, if taken, entitle stockholders to receive payment for their stock, the
notice of such meeting shall include a statement of that purpose and to that
effect. If mailed, notice shall be deemed to be delivered when deposited in the
United States mail or with any private express mail service, postage or delivery
fee prepaid, and shall be directed to each such stockholder at his address, as
it appears on the records of the stockholders of the Corporation, unless he
shall have previously filed with the secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in which
case, it shall be mailed to the address designated in such request.

<PAGE>

SECTION 1.4. FIXING DATE OF RECORD. (a) In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of, or to vote at, a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice of, or to vote at, a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

(b) In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting (to the extent that
such action by written consent is permitted by law, the Certificate of
Incorporation or these By-Laws), the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which date shall not
be more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by
the Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in its state
of incorporation, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

<PAGE>

SECTION 1.5. INSPECTORS. At each meeting of the stockholders, the polls shall be
opened and closed and the proxies and ballots shall be received and be taken in
charge. All questions touching on the qualification of voters and the validity
of proxies and the acceptance or rejection of votes, shall be decided by one or
more inspectors. Such inspectors shall be appointed by the Board of Directors
before or at the meeting, or, if no such appointment shall have been made, then
by the presiding officer at the meeting. If for any reason any of the inspectors
previously appointed shall fail to attend or refuse or be unable to serve,
inspectors in place of any so failing to attend or refusing or unable to serve
shall be appointed in like manner.

SECTION 1.6. QUORUM. At any meeting of the stockholders, the holders of a
majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum of the stockholders for all purposes, unless the
representation of a larger number shall be required by law, and, in that case,
the representation of the number so required shall constitute a quorum.

If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend in person or by proxy at the time and place fixed in accordance
with these By-Laws for an annual or special meeting, a majority in interest of
the stockholders present in person or by proxy may adjourn, from time to time,
without notice other than by announcement at the meeting, until holders of the
amount of stock requisite to constitute a quorum shall attend. At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
notified.

SECTION 1.7. BUSINESS. The chairman of the Board, if any, the president, or in
his absence the vice-chairman, if any, or an executive vice president, in the
order named, shall call meetings of the stockholders to order, and shall act as
chairman of such meeting; provided, however, that the Board of Directors or
executive committee may appoint any stockholder to act as chairman of any
meeting in the absence of the chairman of the Board. The secretary of the
Corporation shall act as secretary at all meetings of the stockholders, but in
the absence of the secretary at any meeting of the stockholders, the presiding
officer may appoint any person to act as secretary of the meeting.

SECTION 1.8. STOCKHOLDER PROPOSALS. No proposal by a stockholder shall be
presented for vote at a special or annual meeting of stockholders unless such
stockholder shall, not later than the close of business on the fifth day
following the date on which notice of the meeting is first given to
stockholders, provide the Board of Directors or the secretary of the Corporation
with written notice of intention to present a proposal for action at the
forthcoming meeting of stockholders, which notice shall include the name and
address of such stockholder, the number of voting securities that he holds of
record and that he holds beneficially, the text of the proposal to be presented
to the meeting and a statement in support of the proposal.

<PAGE>

Any stockholder who was a stockholder of record on the applicable record date
may make any other proposal at an annual meeting or special meeting of
stockholders and the same may be discussed and considered, but unless stated in
writing and filed with the Board of Directors or the secretary prior to the date
set forth herein above, such proposal shall be laid over for action at an
adjourned, special, or annual meeting of the stockholders taking place sixty
days or more thereafter. This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors,
and committees, but in connection with such reports, no new business proposed by
a stockholder, qua stockholder, shall be acted upon at such annual meeting
unless stated and filed as herein provided.

Notwithstanding any other provision of these By-Laws, the Corporation shall be
under no obligation to include any stockholder proposal in its proxy statement
materials or otherwise present any such proposal to stockholders at a special or
annual meeting of stockholders if the Board of Directors reasonably believes the
proponents thereof have not complied with Sections 13 or 14 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder; nor
shall the Corporation be required to include any stockholder proposal not
required to be included in its proxy materials to stockholders in accordance
with any such section, rule or regulation.

SECTION 1.9. PROXIES. At all meetings of stockholders, a stockholder entitled to
vote may vote either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the secretary before or at the time of the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.

SECTION 1.10. VOTING BY BALLOT. The votes for directors, and upon the demand of
any stockholder or when required by law, the votes upon any question before the
meeting, shall be by ballot.

SECTION 1.11. VOTING LISTS. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of stock registered in the name of
eachstockholder. Such list shall be open to the examination of any Stockholder,
for any purpose germane to the meeting, during ordinary business hours for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present.

<PAGE>

SECTION 1.12. PLACE OF MEETING. The Board of Directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or any special meeting called by the Board of Directors. If
no designation is made or if a special meeting is otherwise called the place of
meeting shall be the principal office of the Corporation.

SECTION 1.13. VOTING OF STOCK OF CERTAIN HOLDERS. Shares of capital stock of the
Corporation standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent, or proxy as the by-laws of such corporation
may prescribe, or in the absence of such provision, as the board of directors of
such corporation may determine.

Shares of capital stock of the Corporation standing in the name of a deceased
person, a minor ward or an incompetent person may be voted by his administrator,
executor, court-appointed guardian or conservator, either in person or by proxy,
without a transfer of such stock into the name of such administrator, executor,
court-appointed guardian or conservator. Shares of capital stock of the
Corporation standing in the name of a trustee may be voted by him, either in
person or by proxy.

Shares of capital stock of the Corporation standing in the name of a receiver
may be voted, either in person or by proxy, by such receiver, and stock held by
or under the control of a receiver may be voted by such receiver without the
transfer thereof into his name if authority to do so is contained in any
appropriate order of the court by which such receiver was appointed.

A stockholder whose stock is pledged shall be entitled to vote such stock,
either in person or by proxy, until the stock has been transferred into the name
of the pledgee, and thereafter the pledgee shall be entitled to vote, either in
person or by proxy, the stock so transferred.

Shares of its own capital stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding stock at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding stock at any given time.

ARTICLE II

Board of Directors

SECTION 2.1. GENERAL POWERS. The business, affairs, and the property of the
Corporation shall be managed and controlled by the Board of Directors (the
"Board"), and, except as otherwise expressly provided by law, the Certificate of
Incorporation or these By-Laws, all of the powers of the Corporation shall be
vested in the Board.

<PAGE>

SECTION 2.2. NUMBER OF DIRECTORS. The number of directors which shall constitute
the whole Board shall be not fewer than one nor more than five. Within the
limits above specified, the number of directors shall be determined by the Board
of Directors pursuant to a resolution adopted by a majority of the directors
then in office.

SECTION 2.3. ELECTION, TERM AND REMOVAL. Directors shall be elected at the
annual meeting of stockholders to succeed those directors whose terms have
expired. Each director shall hold office for the term for which elected and
until his or her successor shall be elected and qualified. Directors need not be
stockholders. A director may be removed from office at a meeting expressly
called for that purpose by the vote of not less than a majority of the
outstanding capital stock entitled to vote at an election of directors.

SECTION 2.4. VACANCIES. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors then in office, though
less than a quorum; except that vacancies resulting from removal from office by
a vote of the stockholders may be filled by the stockholders at the same meeting
at which such removal occurs provided that the holders of not less than a
majority of the outstanding capital stock of the Corporation (assessed upon the
basis of votes and not on the basis of number of shares) entitled to vote for
the election of directors, voting together as a single class, shall vote for
each replacement director. All directors elected to fill vacancies shall hold
office for a term expiring at the time of the next annual meeting of
stockholders and upon election and qualification of his successor. No decrease
in the number of directors constituting the Board of Directors shall shorten the
term of an incumbent director.

SECTION 2.5. RESIGNATIONS. Any director of the Corporation may resign at any
time by giving written notice to the president or to the secretary of the
Corporation. The resignation of any director shall take effect at the time
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

SECTION 2.6. PLACE OF MEETINGS, ETC. The Board of Directors may hold its
meetings, and may have an office and keep the books of the Corporation (except
as otherwise may be provided for by law), in such place or places in or outside
the state of incorporation as the Board from time to time may determine.

SECTION 2.7. REGULAR MEETINGS. Regular meetings of the Board of Directors shall
be held as soon as practicable after adjournment of the annual meeting of
stockholders at such time and place as the Board of Directors may fix. No notice
shall be required for any such regular meeting of the Board.

SECTION 2.8. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be held at places and times fixed by resolution of the Board of Directors, or
upon call of the chairman of the Board, if any, or vice-chairman of the Board,
if any, the president, an executive vice president or two-thirds of the
directors then in office.

The secretary or officer performing the secretary's duties shall give not less
than twenty-four hours' notice by letter, telegraph or telephone (or in person)
of all special meetings of the Board of Directors, provided that notice need not
given of the annual meeting or of regular meetings held at times and places
fixed by resolution of the Board. Meetings may be held at any time without
notice if all of the directors are present, or if those not present waive notice
in writing either before or after the meeting. The notice of meetings of the
Board need not state the purpose of the meeting.

SECTION 2.9. PARTICIPATION BY CONFERENCE TELEPHONE. Members of the Board of
Directors of the Corporation, or any committee thereof, may participate in a
regular or special or any other meeting of the Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

SECTION 2.10. ACTION BY WRITTEN CONSENT. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if prior or subsequent to such action all the members
of the Board or such committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of the
Board or committee.

SECTION 2.11. QUORUM. A majority of the total number of directors then in office
shall constitute a quorum for the transaction of business; but if at any meeting
of the Board there be less than a quorum present, a majority of those present
may adjourn the meeting from time to time.

SECTION 2.12. BUSINESS. Business shall be transacted at meetings of the Board of
Directors in such order as the Board may determine. At all meetings of the Board
of Directors, the chairman of the Board, if any, the president, or in his
absence the vice-chairman, if any, or an executive vice president, in the order
named, shall preside.

SECTION 2.13. INTEREST OF DIRECTORS IN CONTRACTS. (a) No contract or transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of the Corporation's directors or officers,
are directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if:

(1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and the
Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested
directors be less than a quorum; or

(2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in
good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by

<PAGE>

the Board of Directors, a committee of the Board of
Directors or the stockholders.

(4) Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of
Directors or of a committee, which authorizes the contract
or transaction.

SECTION 2.14. COMPENSATION OF DIRECTORS. Each director of the Corporation who is
not a salaried officer or employee of the Corporation, or of a subsidiary of the
Corporation, shall receive such allowances for serving as a director and such
fees for attendance at meetings of the Board of Directors or the executive
committee or any other committee appointed by the Board as the Board may from
time to time determine.

SECTION 2.15. LOANS TO OFFICERS OR EMPLOYEES. The Board of Directors may lend
money to, guarantee any obligation of, or otherwise assist, any officer or other
employee of the Corporation or of any subsidiary, whether or not such officer or
employee is also a director of the Corporation, whenever, in the judgment of the
directors, such loan, guarantee, or assistance may reasonably be expected to
benefit the Corporation; provided, however, that any such loan, guarantee, or
other assistance given to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board of Directors.
Any such loan, guarantee, or other assistance may be made with or without
interest and may be unsecured or secured in such manner as the Board of
Directors shall approve, including, but not limited to, a pledge of shares of
the Corporation, and may be made upon such other terms and conditions as the
Board of Directors may determine.

SECTION 2.16. NOMINATION. Subject to the rights of holders of any class or
series of stock having a preference over the common stock as to dividends or
upon liquidation, nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the secretary of the Corporation
not later than (i) with respect to an election to be held at an annual meeting
of stockholders, the close of business on the last day of the eighth month after
the immediately preceding annual meeting of stockholders, and (ii) with respect
to an election to be held at a special meeting of stockholders for the election
of directors, the close of business on the fifth day following the date on which
notice of such meeting is first given to stockholders. Each such notice shall
set forth: (a) the name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the stockholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors,

<PAGE>

and; (e) the consent of each nominee to serve as a director of the Corporation
if so elected. The presiding officer at the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedure.

ARTICLE III

Committees

SECTION 3.1. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the number of directors then fixed by these By-Laws or resolution
thereto, may establish such standing or special committees of the Board as it
may deem advisable, and the members, terms, and authority of such committees
shall be set forth in the resolutions establishing such committee.

SECTION 3.2. EXECUTIVE COMMITTEE NUMBER AND TERM OF OFFICE. The Board of
Directors may, at any meeting, by majority vote of the Board of Directors, elect
from the directors an executive committee. The executive committee shall consist
of such number of members as may be fixed from time to time by resolution of the
Board of Directors. The Board of Directors may designate a chairman of the
committee who shall preside at all meetings thereof, and the committee shall
designate a member thereof to preside in the absence of the chairman.

SECTION 3.3. EXECUTIVE COMMITTEE POWERS. The executive committee may, while the
Board of Directors is not in session, exercise all or any of the powers of the
Board of Directors in all cases in which specific directions shall not have been
given by the Board of Directors; except that the executive committee shall not
have the power or authority of the Board of Directors to (i) amend the
Certificate of Incorporation or the By-Laws of the Corporation, (ii) fill
vacancies on the Board of Directors, (iii) adopt an agreement or certification
of ownership, merger or consolidation, (iv) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property and assets, or a dissolution of the Corporation or a revocation of a
dissolution, (v) declare a dividend, or (vi) authorize the issuance of stock.

SECTION 3.4. EXECUTIVE COMMITTEE MEETINGS. Regular and special meetings of the
executive committee may be called and held subject to the same requirements with
respect to time, place and notice as are specified in these By-Laws for regular
and special meetings of the Board of Directors. Special meetings of the
executive committee may be called by any member thereof. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special or regular meeting of the executive meeting if a quorum is present. At
any meeting at which every member of the executive committee shall be present,
in person or by telephone, even though without any notice, any business may be
transacted. All action by the executive committee shall be reported to the Board
of Directors at its meeting next succeeding such action.

The executive committee shall fix its own rules of procedure, and shall meet
where and as provided by such rules or by resolution of the Board of Directors,
but in every case the presence of a majority of the total number of members of
the executive committee shall be necessary to constitute a quorum.

<PAGE>

In every case, the affirmative vote of a quorum shall be necessary for the
adoption of any resolution.

SECTION 3.5. EXECUTIVE COMMITTEE VACANCIES. The Board of Directors, by majority
vote of the Board of Directors then in office, shall fill vacancies in the
executive committee by election from the directors.

ARTICLE IV

The Officers

SECTION 4.1. NUMBER AND TERM OF OFFICE. The officers of the Corporation shall
consist of, as the Board of Directors may determine and appoint from time to
time, a chief executive officer, a president, one or more executive
vice-presidents, a secretary, a treasurer, a controller, and/or such other
officers as may from time to time be elected or appointed by the Board of
Directors, including such additional vice-presidents with such designations, if
any, as may be determined by the Board of Directors and such assistant
secretaries and assistant treasurers. In addition, the Board of Directors may
elect a chairman of the Board and may also elect a vice-chairman as officers of
the Corporation. Any two or more offices may be held by the same person. In its
discretion, the Board of Directors may leave unfilled any office except as may
be required by law.

The officers of the Corporation shall be elected or appointed from time to time
by the Board of Directors. Each officer shall hold office until his successor
shall have been duly elected or appointed or until his death or until he shall
resign or shall have been removed by the Board of Directors.

Each of the salaried officers of the Corporation shall devote his entire time,
skill and energy to the business of the Corporation, unless the contrary is
expressly consented to by the Board of Directors or the executive committee.

SECTION 4.2. REMOVAL. Any officer may be removed by the Board of Directors
whenever, in its judgment, the best interests of the Corporation would be served
thereby.

<PAGE>

SECTION 4.3. THE CHAIRMAN OF THE BOARD. The chairman of the Board, if any, shall
preside at all meetings of stockholders and of the Board of Directors and shall
have such other authority and perform such other duties as are prescribed by
law, by these By-Laws and by the Board of Directors. The Board of Directors may
designate the chairman of the Board as chief executive officer, in which case he
shall have such authority and perform such duties as are prescribed by these
By-Laws and the Board of Directors for the chief executive officer.

SECTION 4.4. THE VICE-CHAIRMAN. The vice-chairman, if any, shall have such
authority and perform such other duties as are prescribed by these By-Laws and
by the Board of Directors. In the absence or inability to act of the chairman of
the Board and the president, he shall preside at the meetings of the
stockholders and of the Board of Directors and shall have and exercise all of
the powers and duties of the chairman of the Board. The Board of Directors may
designate the vice-chairman as chief executive officer, in which case he shall
have such authority and perform such duties as are prescribed by these By-Laws
and the Board of Directors for the chief executive officer.

SECTION 4.5. THE PRESIDENT. The president shall have such authority and perform
such duties as are prescribed by law, by these By-Laws, by the Board of
Directors and by the chief executive officer (if the president is not the chief
executive officer). The president, if there is no chairman of the Board, or in
the absence or the inability to act of the chairman of the Board, shall preside
at all meetings of stockholders and of the Board of Directors. Unless the Board
of Directors designates the chairman of the Board or the vice-chairman as chief
executive officer, the president shall be the chief executive officer, in which
case he shall have such authority and perform such duties as are prescribed by
these By-Laws and the Board of Directors for the chief executive officer.

SECTION 4.6. THE CHIEF EXECUTIVE OFFICER. Unless the Board of Directors
designates the chairman of the Board or the vice-chairman as chief executive
officer, the president shall be the chief executive officer. The chief executive
officer of the Corporation shall have, subject to the supervision and direction
of the Board of Directors, general supervision of the business, property and
affairs of the Corporation, including the power to appoint and discharge agents
and employees, and the powers vested in him by the Board of Directors, by law or
by these By-Laws or which usually attach or pertain to such office.

<PAGE>

SECTION 4.7. THE EXECUTIVE VICE-PRESIDENTS. In the absence of the chairman of
the Board, if any, the president and the vice-chairman, if any, or in the event
of their inability or refusal to act, the executive vice-president (or in the
event there is more than one executive vice-president, the executive
vice-presidents in the order designated, or in the absence of any designation,
then in the order of their election) shall perform the duties of the chairman of
the Board, of the president and of the vice-chairman, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the chairman
of the Board, the president and the vice-chairman. Any executive vice-president
may sign, with the secretary or an authorized assistant secretary, certificates
for stock of the Corporation and shall perform such other duties as from time to
time may be assigned to him by the chairman of the Board, the president, the
vice-chairman, the Board of Directors or these By-Laws.

SECTION 4.8. THE VICE-PRESIDENTS. The vice-presidents, if any, shall perform
such duties as may be assigned to them from time to time by the chairman of the
Board, the president, the vice-chairman, the Board of Directors, or these
By-Laws.

SECTION 4.9. THE TREASURER. Subject to the direction of chief executive officer
and the Board of Directors, the treasurer shall have charge and custody of all
the funds and securities of the Corporation; when necessary or proper he shall
endorse for collection, or cause to be endorsed, on behalf of the Corporation,
checks, notes and other obligations, and shall cause the deposit of the same to
the credit of the Corporation in such bank or banks or depositary as the Board
of Directors may designate or as the Board of Directors by resolution may
authorize; he shall sign all receipts and vouchers for payments made to the
Corporation other than routine receipts and vouchers, the signing of which he
may delegate; he shall sign all checks made by the Corporation (provided,
however, that the Board of Directors may authorize and prescribe by resolution
the manner in which checks drawn on banks or depositories shall be signed,
including the use of facsimile signatures, and the manner in which officers,
agents or employees shall be authorized to sign); unless otherwise provided by
resolution of the Board of Directors, he shall sign with an officer-director all
bills of exchange and promissory notes of the Corporation; whenever required by
the Board of Directors, he shall render a statement of his cash account; he
shall enter regularly full and accurate account of the Corporation in books of
the Corporation to be kept by him for that purpose; he shall, at all reasonable
times, exhibit his books and accounts to any director of the Corporation upon
application at his office during business hours; and he shall perform all acts
incident to the position of treasurer. If required by the Board of Directors,
the treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such sure ties as the Board of Directors may require.

<PAGE>

SECTION 4.10. THE SECRETARY. The secretary shall keep the minutes of all
meetings of the Board of Directors, the minutes of all meetings of the
stockholders and (unless otherwise directed by the Board of Directors) the
minutes of all committees, in books provided for that purpose; he shall attend
to the giving and serving of all notices of the Corporation; he may sign with an
officer-director or any other duly authorized person, in the name of the
Corporation, all contracts authorized by the Board of Directors or by the
executive committee, and, when so ordered by the Board of Directors or the
executive committee, he shall affix the seal of the Corporation thereto; he may
sign with the president or an executive vice-president all certificates of
shares of the capital stock; he shall have charge of the certificate books,
transfer books and stock ledgers, and such other books and papers as the Board
of Directors or the executive committee may direct, all of which shall, at all
reasonable times, be open to the examination of any director, upon application
at the secretary's office during business hours; and he shall in general perform
all the duties incident to the office of the secretary, subject to the control
of the chief executive officer and the Board of Directors.

SECTION 4.11. THE CONTROLLER. The controller shall be the chief accounting
officer of the Corporation. Subject to the supervision of the Board of
Directors, the chief executive officer and the treasurer, the controller shall
provide for and maintain adequate records of all assets, liabilities and
transactions of the Corporation, shall see that accurate audits of the
Corporation's affairs are currently and adequately made and shall perform such
other duties as from time to time may be assigned to him.

SECTION 4.12. THE ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors may determine. The assistant secretaries as thereunto
authorized by the Board of Directors may sign with the chairman of the Board,
the president, the vice-chairman or an executive vice-president, certificates
for stock of the Corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The assistant treasurers and assistant
secretaries, in general, shall perform such duties as shall be assigned to them
by the treasurer or the secretary, respectively, or chief executive officer, the
Board of Directors, or these By-Laws.

SECTION 4.13. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation.

<PAGE>

SECTION 4.14. VOTING UPON STOCKS. Unless otherwise ordered by the Board of
Directors or by the executive committee, any officer, director or any person or
persons appointed in writing by any of them, shall have full power and authority
in behalf of the Corporation to attend and to act and to vote at any meetings of
stockholders of any corporation in which the Corporation may hold stock, and at
any such meeting shall possess and may exercise any and all the rights and
powers incident to the ownership of such stock, and which, as the owner thereof,
the Corporation might have possessed and exercised if present. The Board of
Directors may confer like powers upon any other person or persons.

ARTICLE V

Contracts and Loans

SECTION 5.1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

SECTION 5.2. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

ARTICLE VI

Certificates for Stock and Their Transfer

SECTION 6.1. CERTIFICATES FOR STOCK. Certificates representing stock of the
Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the chairman of the Board, the
president, the vice-chairman or an executive vice-president and/or by the
secretary or an authorized assistant secretary and shall be sealed with the seal
of the Corporation. The seal may be a facsimile. If a stock certificate is
countersigned (i) by a transfer agent other than the Corporation or its
employee, or (ii) by a registrar other than the Corporation or its employee, any
other signature on the certificate may be a facsimile. In the event that any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue. All certificates for stock shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares of stock represented thereby are issued, with the number of shares of
stock and date of issue, shall be entered on the books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be

<PAGE>

canceled and no new certificates shall be issued until the former certificate
for a like number of shares of stock shall have been surrendered and canceled,
except that, in the event of a lost, destroyed or mutilated certificate, a new
one may be issued therefor upon such terms and indemnity to the Corporation as
the Board of Directors may prescribe.

SECTION 6.2. TRANSFERS OF STOCK. Transfers of stock of the Corporation shall be
made only on the books of the Corporation by the holder of record thereof or by
his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the secretary of the Corporation, and on surrender for
cancellation of the certificate for such stock. The person in whose name stock
stands on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.

ARTICLE VII

Fiscal Year

SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation shall begin on the
first day of January in each year and end on the last day of December in each
year.

ARTICLE VIII

Seal

SECTION 8.1. SEAL. The Board of Directors shall approve a corporate seal which
shall be in the form of a circle and shall have inscribed thereon the name of
the Corporation.

ARTICLE IX

Waiver of Notice

SECTION 9.1. WAIVER OF NOTICE. Whenever any notice is required to be given under
the provisions of these By-Laws or under the provisions of the Certificate of
Incorporation or under the provisions of the corporation law of the state of
incorporation, waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance of any person at a
meeting for which any notice is required to be given under the provisions of
these By-Laws, the Certificate of Incorporation or the corporation law of the
state of incorporation shall constitute a waiver of notice of such meeting
except when the person attends for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

<PAGE>

ARTICLE X

Amendments

SECTION 10.1. AMENDMENTS. These By-Laws may be altered, amended or repealed and
new By-Laws may be adopted at any meeting of the Board of Directors of the
Corporation by the affirmative vote of a majority of the members of the Board,
or by the affirmative vote of a majority of the outstanding capital stock of the
Corporation (assessed upon the basis of votes and not on the basis of number of
shares) entitled to vote generally in the election of directors, voting together
as a single class.

ARTICLE XI

Indemnification

SECTION 11.1. INDEMNIFICATION. The Corporation shall indemnify its officers,
directors, employees and agents to the fullest extent permitted by the General
Corporation Law of Delaware, as amended from time to time.

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We hereby consent to the use in the Form SB-2 Registration Statement of
ConsultantTown.Com Corporation our report as of July 12, 1999 and for the period
from June 11, 1999 (inception)to July 12, 1999, dated July 15, 1999 relating to
the financial statements of ConsultantTown.Com Corporation which appear in such
Form SB-2 and to the reference to our Firm under the heading "Experts" in the
prospectus.

WEINBERG & COMPANY, P.A.
Certified Public Accountants

Boca Raton, Florida
October 28, 1999