IPO CONNECTION COM, S-1, 2000-03-07

IPO CONNECTION COM
S-1, 2000-03-07

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Form S-1

Registration Statement
Under
The Securities Act of 1933

IPOConnection.com, Inc.
(Exact name of registrant as specified in its charter)

Washington State 6211 43-1868161
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Tax
incorporation or organization) Classification Code Number) Identification)

7711 Carondelet Avenue, Ste. 900
St. Louis, MO 63105
314-726-4777
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

CT Corporations Systems
520 Pike Street, Ste. 2610
Seattle, WA 91801
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
L. Steven Goldblatt
President and Chief Executive Officer
7711 Carondelet Avenue, Ste. 900
St. Louis, MO 63105
314-726-4777

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement,
approximately May 2, 2000.

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

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

If this form is a post-effective amendment filed pursuant to Rule 46(c) under
the Securities Act, check the following box and list the Securities Act
Registration 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. ( )

<PAGE>
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Proposed Maximum Aggregate Registration
be Registered Offering Price (1) Fee

Common Stock, $.01 par value per share 9,900,000 $2,613.60

Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(o) under the Securities Act of 1933, as amended.

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, as amended, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

- -----------------------
(1) 1,100,000 shares of common stock at $9 per share.

ii
<PAGE>
IPOCONNECTION.COM, INC.

Information 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 an offer 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 or 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.

This is the Company's initial public offering and no public market
currently exists for its shares. The Company expects that the public offering
price will be between $7.00 and $9.00 per share. This price may not reflect the
market price of the Company's shares after this offering.

THE OFFERING

Per Share Total
Public Offering $9 $9,900,000.00
Underwriting Discount N/A N/A
Proceeds to IPOConnection.com $9,750,000.00

The Company expects the expenses of issuance and distribution to be
approximately $150,000.

The Company expects to deliver shares of common stock to purchasers after
the effective date of the offering and after the close of the auction.

The method of distribution being used in this offering differs somewhat
from that traditionally employed in firm commitment underwritten public
offerings. In particular, the public offering price and allocation of shares
will be determined primarily by an auction process. A more detailed description
of this process is included in "Plan of Distribution."

The securities are being offered on a best efforts basis. The offer shall
terminate no later than 30 days following the effective date of this
registration statement, or earlier, at the election of the Company, if it has
received offers to purchase the securities which are more than sufficient to
purchase all of the shares being offered for sale hereby. Offers for less than
100 shares will not be accepted. All funds received in connection with this
offering will be deposited in an escrow account with Chase Manhattan Bank.

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT.

iii
<PAGE>
SEE "RISK FACTORS' BEGINNING ON PAGE 4.

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

THE DATE OF THIS PROSPECTUS IS MARCH 3, 2000.

You should rely only on the information contained in this prospectus. The
Company has not authorized anyone to provide you with the information different
from that contained in this prospectus. The Company is offering to sell, and
seeking offers to purchase, shares of the Company's common stock only in
jurisdictions where offers and sales are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or any sale of the
Company's common stock.

ONLY RESIDENTS OF THOSE STATES IN WHICH THE SHARES HAVE BEEN QUALIFIED FOR
SALE UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS MAY PURCHASE SHARES IN THIS
OFFERING. EACH POTENTIAL INVESTOR WILL BE REQUIRED TO EXECUTE A UNIVERSAL ORDER
FORM WHICH, AMONG OTHER THINGS, REQUIRES THE POTENTIAL INVESTOR TO CERTIFY HIS
OR HER STATE OF RESIDENCE. A POTENTIAL INVESTOR WHO IS A RESIDENT OF A STATE
OTHER THAN A STATE IN WHICH THE SHARES HAVE BEEN QUALIFIED FOR SALE MAY REQUEST
THAT THE COMPANY REGISTER THE SHARES IN THE STATE IN WHICH SUCH INVESTOR
RESIDES. HOWEVER, THE COMPANY IS UNDER NO OBLIGATION TO DO SO, AND MAY REFUSE
ANY SUCH REQUEST.

iv
<PAGE>
<TABLE>
<CAPTION>

________________________

TABLE OF CONTENTS
_________________________

<S> <C>
PAGE #
------

Form S-1 Cover Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Calculation of Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
IPOConnection.com, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .iii
Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Offering. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Summary Financial and Operating Data Income Statement Data. . . . . . . . . . . . . . 5
Balance Sheet Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Limited Operating History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Operating Losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Minimum Offering Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Dependence Upon Offering for Expansion. . . . . . . . . . . . . . . . . . . . . . . . . 6
Dependence on Stock Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Underwriting Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Government Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dilution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Determination of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Availability of Broker/Dealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Management of Growth. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dependency on Key Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Network Interruptions and System Failures . . . . . . . . . . . . . . . . . . . . . . . 8
Failure to Modernize Systems. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Recognition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Lack of Public Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Price of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Shares Eligible for Future Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Voting Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Authorized Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Limitation of Directors' Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Forward Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

v
<PAGE>
Dilution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Reverse of Dilution Under Certain Liquidation Situations. . . . . . . . . . . . . . . . 14
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Management's Discussion and Analysis of Financial Condition and Results of Operations 14
Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Fiscal Year Ended December 31, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Quantitative and Qualitative Disclosure About Market Risks. . . . . . . . . . . . . . . 16
Recent Accounting Pronouncements. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Business of IPOConnection.com . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Hidden Cost of a Traditional IPO. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Obstacles to Going Public . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
The IPOConnection.com Solution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Marketing Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Cooperation with Retail Brokerage Firms . . . . . . . . . . . . . . . . . . . . . . . . 21
Investor Awareness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
IPO Candidates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Government Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Trademarks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Compensation of Directors and Officers. . . . . . . . . . . . . . . . . . . . . . . . . 26
Election and Compensation of Directors. . . . . . . . . . . . . . . . . . . . . . . . . 27
Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . 27
Financial Position. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Directors and Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Security Ownership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Transactions with Related Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Sale of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Public Relations and Advertising Services . . . . . . . . . . . . . . . . . . . . . . . 30

vi
<PAGE>
Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Company Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Description of Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Limitation of Directors' Liability. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Transfer Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Shares Eligible for Future Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Validity of Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
More Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

vii
<PAGE>
PROSPECTUS SUMMARY

The following summary information is qualified in its entirety by the
detailed information and financial statements appearing elsewhere in this
prospectus. See "Risk Factors" for a discussion of certain factors that should
be considered in connection with an investment in the common stock offered
hereby.

THE COMPANY

IPOConnection.com, Inc. (the "Company") was formed to provide specialized
investment banking services to small and medium sized businesses. The primary
business of the Company will be to provide businesses a cost effective,
expedient, and efficient means of raising capital in the public markets through
the use of Internet technology and the Dutch Auction process. Through the
Company's web site, the investing public will have access to initial public
offerings ("IPO's") that would probably not be available to them in a
traditional IPO. Conducting the sale of securities in an IPO over the Internet
through a Dutch Auction process will provide all investors access to shares in
the IPO; speed the delivery of information; reduce the cost of disseminating the
information; eliminate the advantage institutional investors have had in
receiving shares in an IPO; and allow the market of investors to establish the
offering price of the IPO. IPOConnection.com will assist a business interested
in going public through an IPO to structure the transaction; prepare the
business to go public; and market the offering through IPOConnection.com's web
site and traditional mediums. The primary marketing of an offering through
IPOConnection.com's web site will significantly reduce the marketing costs of an
IPO, and since the securities may be sold directly to investors, the commissions
and underwriting fees associated with an IPO will be reduced. In addition to
bringing IPO's to market, the Company intends to become a clearinghouse for
development stage companies seeking to raise capital in private placements that
will only be available to accredited investors.

The Company has recently commenced operations, including the creation of
Its web site, www.IPOConnection.com. The Company's web site will provide
information to investors about IPO's offered by the Company, the process of
going public through an IPO, and private equity offerings. IPOConnection.com has
commenced discussions with businesses that may be interested in going public
through IPOConnection.com's auction process, or raise capital through its
private placement web page. Before the Company can market the securities of one
of these businesses in an IPO, it must obtain a broker/dealer license, or
acquire or affiliate with an existing broker/dealer. The Company has entered
into a strategic alliance with Kenny Securities Corporation for the purpose of
offering initial public offerings, secondary offerings and private placements.
However prior to becoming a licensed broker dealer the Company may receive
consulting fees, finder's fees and registered principals may receive
underwriting fees, but the Company cannot receive underwriting fees pursuant to
NASD Conduct Rule 2420.

1
<PAGE>
favored clients, is unfair to the investing public, and diverts from the IPO
company to the favored clients the substantial difference between the price the
investing public is willing to pay and the discounted price the favored clients
purchase the shares for. The true cost of the underwriting is the profit
received by the favored clients, plus the marketing, legal expenses, and
underwriters' fees. In many recent instances, this cost is more than the amount
of money raised by the IPO company in the public offering. IPOConnection.com
intends to eliminate the financial intermediaries, and take IPO opportunities
directly to the investing public. The market of investors will be able to
evaluate the merits of an IPO candidate, and attach a value to the IPO
candidate's shares. This is the same analysis that every investor performs when
purchasing shares of a company in the open market. The success of an offering
will be partially dependent upon the IPO candidate's ability to gain widespread
exposure through its contacts within its industry, and the resources it elects
to devote to an IPO publicity campaign.

IPOConnection.com will prepare a complete analysis of an IPO candidate's
business to determine its suitability for an IPOConnection.com offering.
IPOConnection.com will investigate the representations of the IPO Candidate's
management in an attempt to verify its veracity, although IPOConnection.com will
not warrant that management's representations are in fact true.
IPOConnection.com will assist the IPO Candidate in preparing documents for the
IPO. An IPOConnection.com offering will need to be registered with the SEC
before becoming effective, and the closing of the offering. It is also
anticipated that IPOConnection.com will assist the IPO candidates in this
process. Fees will be charged for services rendered by IPOConnection.com in
preparing the IPO candidate for its initial public offering, including legal
fees, investor relation fees, consulting fees, but not commissions.

<TABLE>
<CAPTION>
The directors and executive officers of the Company are as follows:
<S> <C> <C>
Name Age Position
- ------------------- --- --------
L. Steven Goldblatt 46 Chief Executive Officer and
President
Lloyd R. Abrams 46 Chairman and Chief Financial
Officer
Norman Berger 50 Director
</TABLE>

L. Steven Goldblatt has been the Chief Executive Officer, and President of
the Company since its inception in December 30, 1999. Mr. Goldblatt received a
Juris Doctorate from Stanford University School of Law, and has practiced law
for the past 20 years. Mr. Goldblatt specializes in the practice of securities
law. Mr. Goldblatt is a member of Kodner, Watkins, Muchnick & Dunne ("KWMD"), a
law firm in St. Louis, Missouri. Mr. Goldblatt's employment by and legal advice
to the Company is outside the course and scope of his employment by KWMD and
KWMD disclaims any liability therefore. Mr. Goldblatt is Chairman of the Bar
Association of Metropolitan St. Louis Securities Law Committee.

2
<PAGE>
Lloyd R. Abrams has been the Chairman and Chief Financial Officer of the
Company since its inception in December, 1999. Mr. Abrams received a Juris
Doctorate from Washington University School of Law, a Masters in Business
Administration from Washington University Graduate Business School, and a
Bachelors Degree in Civil Engineering from the University of Colorado School of
Engineering. Mr. Abrams has been involved in a number of businesses, and sat on
the boards of directors of companies both public and private.

Norman Berger has been a board member of the Company since December 1999.
Mr. Berger received a Bachelors Degree from the University of Missouri. Since
1997 Mr. Berger has been the President of Adamson Advertising.

The Company's offices are located at 7711 Carondelet Avenue, Ste. 900, St.
Louis, Missouri 63105. The telephone number is 314-726-4777.

3
<PAGE>

THE OFFERING

Type of Security Offered Common Stock

Common Stock offered 1,100,000 shares.

Offering Price Estimated at $9.00 per share, but established by
auction process, as described herein. (2)

Common Stock to be outstanding
after the Offering 6,000,000 shares.

Dividend policy The Company does not anticipate paying dividends
on its capital stock in the foreseeable future.

Use of proceeds The Company expects to use the funds to obtain a
broker/dealer, to enhance its marketing and
sales activities, and general corporate
purposes, including working capital.
(See "Use of Proceeds").

Proposed NASDAQ National Market Symbol: IPOC

References to the "Company," or "IPOConnection.com" shall refer to
IPOConnection.com, Inc.

Except as otherwise noted, all information in this prospectus assumes no
exercise of the Company's over-allotment option.

- ----------------------------
(2) The method of distribution being used by the company in this offering
differs somewhat from that traditionally employed in firm commitment
underwritten public offerings. In particular, the public offering price and
allocation of shares will be determined primarily by an auction process
conducted by the Company. A more detailed description of this process is
included in "Plan of Distribution."

4
<PAGE>
<TABLE>
<CAPTION>
SUMMARY FINANCIAL AND OPERATING DATAINCOME STATEMENT DATA

Year Ended December 31, 1999
--------------------------------
<S> <C>
Revenue 0
Marketing & sales expenses 0
Operating Income 0
Net Income 0
Net Income Per Share 0
Shares Used to Compute per Share Data 6,000,000
</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA

ACTUAL AS ADJUSTED PRO FORMA (3)
------------------- -------------
<S> <C> <C>
Cash & Cash Equivalents $10,000 $9,750,000
Working Capital $10,000 $9,750,000
Equipment, net 0 0
Total Assets $10,000 $9,750,000
Preferred Stock 0 0
Stockholders' Equity $10,000 $9,750,000
</TABLE>

RISK FACTORS

An investment in the Company is highly speculative and should be considered
only by persons able to bear the economic risk of the investment for an
indefinite period. Prospective investors should carefully consider the
following risk factors relating to the Company and its operations. You should
carefully consider the following risks and all other information contained in
this prospectus before deciding to purchase common stock of the Company.
Included is a discussion of each material risk that the Company has identified
as of the date of this prospectus. However, additional risks and uncertainties
not presently known to the Company, or that is deemed immaterial at this time,
may also impair the Company's business operations. If any of the following
risks actually occur, the Company's business, financial condition or operating
results could suffer. If this occurs, the trading price of the Company's common
stock could decline, and you could lose all or part of your investment in the
Company's common stock.

- ----------------------
(3) Pro Forma balance sheet data reflects the As Adjusted data further adjusted
to give effect to the sale of all of the Shares offered hereby and the payment
of offering expenses estimated at $150,000.

5
<PAGE>
LIMITED OPERATING HISTORY

The Company was incorporated on December 30, 1999 and thus has no operating
history. See "Selected Financial Data" and "Management's Discussion and
Analysis of Results of Operations and Financial Condition." No assurance can be
given that future revenues and profits will meet the Company's expectations, or
that the Company will ever be able to operate profitably. The Company has a
limited operating history and information, which will make it difficult for you
to predict whether the Company will be successful. The Company is subject to
the risks, expenses and uncertainties frequently encountered by companies in the
new and rapidly evolving markets for Internet products and services. The
Company may not be successful in addressing these risks or other risks it may
face. If unable to address these risks adequately, the Company's business,
results of operations, and operations and financial condition may suffer.

OPERATING LOSSES

As the Company increases its sales and marketing, significant general,
administrative, and development expenses near term losses may arise. The
Company does not currently generate any revenues, and no assurances can be made
as to when, or if, sustained profitability will be achieved. Failure to become
and remain profitable may materially and adversely affect the market price of
the Company's common stock and its ability to raise capital and continue
operations.

MINIMUM OFFERING AMOUNT

The Company is offering 1,100,000 Shares for sale in this offering and
there can be no assurance that all of the shares offered will be sold. In the
event the Company does not receive offers for 1,100,000 shares, it shall have
the right to cancel the offering, and return all funds, or reduce the number of
shares sold in the offering to 500,000 shares. See "Plan of Distribution."

DEPENDENCE UPON OFFERING FOR EXPANSION

The Company has embarked on an ambitious growth plan that requires the net
proceeds from this offering. See "Use of Proceeds." If less than all of the
shares offered are sold, the Company may have to delay or modify its plan.
There can be no assurance that any delay or modification of the Company's plan
would not adversely affect the Company's development. If the Company believes
that insufficient funds have been received to implement its business plan, the
Company reserves the right to cancel the offering, and return all funds
submitted.

DEPENDENCE ON STOCK MARKET

The success of the Company is dependent upon continued viability of the
equity market, and more specifically the demand for initial public offerings for
development stage companies.

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<PAGE>
COMPETITION

The investment banking business is very competitive. Many current and
potential competitors have longer operating histories, larger customer bases,
greater brand recognition and significantly greater financial, marketing and
other resources than the Company possesses. These competitors may be able to
respond more quickly to new opportunities in the industry, and to devote greater
resources to the development, promotion, and sale of their products and services
than the Company can. The Company might not be able to compete successfully
against its current or future competitors.

UNDERWRITING LIABILITY

Investment bankers/underwriters are subject to certain liabilities
resulting from underwriting the sale of securities. The Company intends to
purchase liability insurance, if available at reasonable rates, before selling
securities for other parties. Part of an underwriter's responsibility is
research and fact verification. Although the Company intends to be thorough and
accurate in its review, it is possible that materially inaccurate statements
could appear in the offering documentation for an IPO candidate, or that
material information is omitted from such documentation. As a result of such
events, it is possible that the Company could be held liable, or at least be the
subject of claims of liability. The Company intends to utilize the services of
independent auditors and lawyers to perform the research and verification
process. If the Company were to be the subject of claims of liability, or in
fact found liable, such fact could adversely impact the financial conditions and
results of operations of the Company.

GOVERNMENT REGULATION

The sale of securities is regulated by both federal and state authorities.
The Company will obtain all permits, and licenses required to operate its
business, although there can be no assurance that the Company will not become
subject to more restrictive regulations in the future.

DILUTION

After deducting the estimated costs of the offering, each share offered
hereby will experience immediate dilution of $7.37 or 82% percent in net
tangible book value, based on the sale of 1,100,000 Shares.

DETERMINATION OF PURCHASE PRICE

The purchase price of the shares will be determined by the market of
investors submitting offers for the shares in the offering, and does not
necessarily bear any relationship to the Company's asset value, net worth or
other established criteria of value. Each prospective investor should make an
independent evaluation of the fairness of such price. See "Capitalization,"
"Dilution" and "Selected Financial Data."

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<PAGE>
AVAILABILITY OF BROKER/DEALER

Only broker/dealers are legally able to sell securities of other companies.
It is the intent of the Company to form a subsidiary that will be registered as
a broker/dealer, to acquire an existing broker/dealer, or affiliate with an
existing broker dealer for purposes of carrying out the Company's business plan.
The Company has entered into an Investment Banking Services Agreement with Kenny
Securities Corporation a broker/dealer licensed and in good standing with the
Securities and Exchange Commission and the National Association of Securities
Dealers. There can be no assurance that the Company will be able to offer such
services through Kenny Securities at a reasonable cost, or within a reasonable
period of time. The Company's failure to obtain a broker/dealer, become a
licensed broker/ dealer, within a short period of time will result in the delay
of the Company's first offering of another company's securities, and the
inability of the Company to implement its business plan. Such an event could
cause the Company's financial condition and results of operations to suffer.

MANAGEMENT OF GROWTH

To implement the Company's business plan, the Company must expand its
operations, financial systems, and personnel. The Company may be unable to hire
and train sufficient personnel to manage the growth that may result from a
successful offering, which would result in the Company being unable to
capitalize the opportunity in the market, and might cause the Company's
financial condition and results from operations to suffer.

DEPENDENCY ON KEY OFFICERS

The success of the Company depends on the continued services of its key
officers, including Steven L. Goldblatt, it President and Chief Executive
Officer, and Lloyd R. Abrams, its Vice President and Chief Information Officer.
The loss of the knowledge and industry expertise of either of these officers
could seriously impede the Company's success, and the Company's financial
condition and results of operations could suffer.

NETWORK INTERRUPTIONS AND SYSTEM FAILURES

The Company's business is dependent on the operation of the Internet, and
the hardware and software of the Company's Internet service provider.
Interruptions in the operation of the Internet or the Company's Internet service
provider, may interfere with the Company's ability to sell securities over the
Internet, and the financial condition and results of operations could suffer.
The Company's business could also be adversely impacted by security problems,
viruses, other forms of technological terrorism, and new government regulation
of the Internet.

FAILURE TO MODERNIZE SYSTEMS

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<PAGE>
Failure of the Company to modernize its system as technological innovations
appear may result in the Company not being able to compete with competitors
offering similar services, and the financial conditions and results of
operations could suffer. The cost of acquiring the latest technology in the
rapidly evolving Internet industry could be costly, and could cause the
Company's financial conditions and results from operations to suffer.

RECOGNITION

The Company owns the Internet domain name "IPOConnection.com," and has
registered its trade name with the United States Patent and Trade Mark as IPO
Connection TM. The domain name is important because it allows visitors to locate
our web site, and build brand recognition. Internet regulatory bodies regulate
domain names. The regulation of domain names in the United State and in foreign
countries is subject to change. Regulatory bodies could establish additional
top-level domains, appoint additional domain name registrars or modify the
requirements for holding domain names. As a result, the Company might not be
able to acquire or maintain the "IPOConnection.com" name in all countries in
which the Company desires to do business. Therefore, the Company might be
unable to prevent third parties from acquiring domain names that infringe or
otherwise decrease the value of our trade name, and other proprietary rights.
If this occurs, the Company's financial condition and results of operations
could suffer. However, IPOConnection.com will take every reasonable measure
including the filing of federal or state court litigation to prevent misuse or
misappropriation of the Company's name.

LACK OF PUBLIC MARKET

The shares offered hereby will be registered with the Securities Exchange
Commission pursuant to the Securities Act and Regulation S-1 promulgated
thereunder and, as such, the shares purchased in the offering will be freely
tradable under the Federal securities laws. However, the shares will be
registered in only a limited number of states, and may not be sold or otherwise
transferred to persons who are residents of any state in which the shares have
not been registered, unless they are subsequently registered, or there exists an
exemption from the applicable state's registration requirements with respect to
such sale or transfer.

Prior to the offering, there was no public trading market for the Company's
common stock. Following the offering, the Company plans to facilitate trading
of its common stock by listing the shares on the NASDAQ Small Cap Market with
the proposed listing "IPOC." There is no guaranty that the shares will qualify
for listing on NASDAQ or any of the exchanges, which would severely limit the
sale of the shares.

The Commission recently adopted rules that regulate broker-dealer practices
in connection with transactions in "penny stocks." Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about

9
<PAGE>
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson in
the transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that prior to a transaction in a penny stock, not otherwise exempt from
such rules, the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. If the
Company's common stock becomes subject to the penny stock rules, investors in
this offering may find it more difficult to sell their shares.

PRICE OF SHARES

Following the offering, the price at which the shares will trade may be
extremely volatile. The public market may not agree with or accept the
valuation determined in connection with the offering. In addition, the stock
market has from time to time experienced significant price and volume
fluctuations that have affected the market prices for the securities of
companies, particularly Internet companies. After the offering, the price of
the shares may not be at or above the initial public offering price.

SHARES ELIGIBLE FOR FUTURE SALE

Once a trading market develops for the common stock of the Company, the
stockholders will have an opportunity to sell their stock for the first time.
Approximately 4,000,000 shares will become eligible for sale in the public
market within six months from the date of this prospectus.
No prediction can be made as to the effect, if any, that future sales of the
above described outstanding common stock, or the availability of such common
stock for sale, will have on the market price prevailing from time to time.
Sales of substantial amounts of such common stock in the public market, or the
perception that such sales may occur, could adversely affect the then prevailing
market price.

VOTING CONTROL

Stockholders of the Company are not entitled to cumulative voting rights.
Consequently, the elections of directors and all other matters requiring
stockholder approval will be decided by majority vote except as otherwise
provided by law. Assuming all of the shares offered hereby are sold, after the
offering Mr. Goldblatt will own 36.3% of the outstanding common stock, and Mr.
Abrams will own 36.3% of the outstanding Common Stock. Thus, Mr. Goldblatt and
Mr. Abrams will be in a position to substantially control the election of the
Board of Directors of the Company and the management and policies of the
Company. See "Security Ownership."

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<PAGE>
AUTHORIZED STOCK

The Board of Directors of the Company has the authority to issue up to
5,000,000 shares of "blank check" preferred stock with such designations, rights
and preferences as may be determined by the Board of Directors. Accordingly,
the Board of Directors of the Company is empowered, without further shareholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of the Company's common stock. Certain companies have
used the issuance of preferred stock as an anti-takeover device and the Board of
Directors could, without further shareholder approval, issue preferred stock as
an anti-takeover device, and the Board of Directors could, without further
shareholder approval, issue preferred stock with certain rights that could
discourage an attempt to obtain control of the Company in a transaction not
approved by the Board of Directors. The Board of Directors of the Company also
has authority to issue up to 11,000,000 shares of common stock. See
"Description of Capital Stock."

LIMITATION OF DIRECTORS' LIABILITY

The By-laws of the Company provide that a director of the Company will not
be personally liable for monetary damages to the Company or its stockholders for
breaches of its fiduciary duty as a director, unless the director acted in bad
faith, knowingly or intentionally violated the law, personally gained a
financial profit or other advantage to which the director was not entitled, or
violated federal securities law.

FORWARD LOOKING STATEMENTS

This prospectus contains "forward looking statements." These statements
may include statements regarding: the Company's business plan; plans for hiring
additional personnel; acquiring a broker/dealer; adequacy of anticipated sources
of funds, including the proceeds from this offering; and other statements
regarding the plans of the Company, and its objectives, expectations, and
intentions contained in this prospectus that are not historical facts. When
used in this prospectus, the word "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," and similar expressions are generally intended
to identify forward looking statements. Because these forward looking
statements involve risks and uncertainties, actual results could differ
materially from those expressed or implied by these forward looking statements
for a number of reasons, including those discussed under "Risk Factors" and
elsewhere in this prospectus. Following the offering, the Company assumes no
obligation to update any forward looking statements contained in this
prospectus.

USE OF PROCEEDS

The estimated net proceeds to the Company from the sale of the shares,
after deduction of estimated offering expenses, will be $9,750,000 if all of the
shares offered are sold at $9.00 per share and $7,550,000 if the shares are sold
at $7.00 per share.

The following table sets forth the Company's anticipated use of proceeds at
each level of shares sold. Depending on the number of shares sold, and the price
at which the shares are sold, the amounts available for promotion, advertising
and salaries would be reduced.

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<PAGE>
<TABLE>
<CAPTION>
Shares sold Shares sold Shares sold
9 per share $8 per share $7 per share
----------- ------------ ------------
<S> <C> <C> <C>
Estimated Gross Proceeds from Offering $9,900,000 $8,800,000 $7,700,000

Less: Offering expenses ($150,000) ($150,000) ($150,000)

Estimated Net Proceeds from Offering $9,750,000 $8,650,000 $7,550,000
</TABLE>

The Company intends to use the net proceeds of the offering for the purpose
of forming a broker/dealer, or acquiring an existing broker/dealer, and for
general corporate purposes, including obtaining listing on a stock exchange,
working capital and expansion of sales, marketing, and operations personnel.
The amounts actually expended for such working capital purposes may vary
significantly and will depend on a number of factors, including the amount of
future revenues and the other factors described under "Risk Factors."
Accordingly, the timing and exact amounts of operating expenditures have not
been determined at this time. Pending use of these funds, the Company intends
to invest the proceeds in short term, investment grade, interest-bearing
investments. The Company anticipates that proceeds from the offering should be
sufficient to allow the Company to continue operating for the foreseeable
future. The anticipated offering expenses will consist of legal and accounting
expenses, registration and "Blue Sky" fees, printing costs, document delivery
costs, order fulfillment, transfer agent fees, and similar costs. The Company
also plans to use offering expenses to purchase a directors' and officers'
liability policy for the Company's officers and directors providing coverage in
an amount not less than $10 million. The availability and cost of such
coverage is unknown.

DIVIDEND POLICY

The Company has never paid dividends and does not anticipate paying
dividends in the foreseeable future. See "Dividend Policy."

CAPITALIZATION

The following table shows the capitalization of the Company as of December
31, 1999, on an actual basis, and on a pro forma basis giving further effect to
the offering (assuming 1,100,000 shares offered hereby are sold at the estimated
price of $9.00 per share and the payment of offering expenses estimated at
$150,000). The table does not reflect shares of common stock subject to
options, as there are none outstanding under the Company's stock option plan.

12
<PAGE>
<TABLE>
<CAPTION>
December 31, 1999
--------------------
Actual Pro Forma
-------- ----------
<S> <C> <C>
Stockholders' Equity:

Common stock, $.01 par value, 10,000,000
shares authorized; 1,000,000 issued and outstanding,
actual, and 6,000,000 issued and outstanding,
pro forma $10,000 $ 60,000

Additional paid-in capital $9,739,000

Total stockholder Equity $10,000 $9,799,000
</TABLE>

See "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Financial Statements and
Notes thereto included in this prospectus.

DILUTION

The Company was initially capitalized by a sale of common stock to its
founders, Lloyd Abrams and L. Steven Goldblatt. Prior to the close of the
offering, the Company will complete a private placement of common stock. The
founders and directors will purchase additional shares in the private placement.
The following table sets forth the difference between the Company's founders,
first round private investors, and purchasers of the shares in this offering
with respect to the number of shares purchased from the Company, the total
consideration paid and the average price per share paid. The table assumes all
of the shares offered hereby are sold.

<TABLE>
<CAPTION>
Shares Issued Total Consideration Average Share Price
------------- ------------------- -------------------
<S> <C> <C> <C>

Founder (4) 4,900,000 $ 49,000 $ .01
New Investors 1,100,000 $ 9,900,000 $ 9.00
Total 6,000,000 $ 9,949,000
</TABLE>

Assuming all of the shares offered in the offering are sold, there will be

- ----------------
(4) Specifically, the founders purchased 1,000 shares at $.01 per share in
December 0f 1999, and the founders and directors will purchase 3,999,000 shares
share prior to the close of this offering.

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<PAGE>
an immediate dilution of $7.34 per share to investors purchasing shares at the
estimated offering price. For this purpose, dilution per share represents the
difference between the price to be paid by new stockholders and the net tangible
book value per share as of December 31, 1999, as adjusted to give effect to the
offering. Net tangible book value per share represents the amount of total
tangible assets less total liabilities, divided by the number of shares
outstanding. The following table illustrates such dilution:

Estimated Offering Price $9.00

Net tangible book value per share as of December 31, 1999 $1.66

Per share dilution to new investors $7.34

After deduction of the assumed expenses of $150,000 $7.37

REVERSE OF DILUTION UNDER CERTAIN LIQUIDATION SITUATIONS

In the event the Company is unable to obtain a broker/dealer, or affiliate
with a broker/dealer, within twelve months from this offering (thus, the Company
is unable to implement the Company's business plan), and the Company's board of
directors determines that it is in the shareholders' best interest to liquidate
the Company, the founders and directors of the Company will sell their shares
back to the Company for their cost, $.01 per share, pursuant to written
agreements entered into with the Company. The effect of the sale of the
founders' and directors' shares back to the Company for cost will eliminate the
dilution in the net tangible book value experienced by shareholders purchasing
shares in this offering.

SELECTED FINANCIAL DATA

The selected financial data of the Company set forth below as of December
31, 1999 is derived from financial statements of the Company audited by Rubin,
Brown, Gornstein & Company, independent public accountants, which are included
elsewhere in this prospectus. Pro forma data gives effect to the successful
completion of the offering of securities as described in this prospectus. The
data should be read in conjunction with the Financial Statements and the Notes
thereto, and with Management's Discussion and Analysis of Financial Condition
and Results of Operations appearing elsewhere in this prospectus.

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

You should read the following discussion and analysis in conjunction with
the financial statements and related notes included elsewhere in this
prospectus. Except for historical information, the discussion in this
prospectus contains certain forward looking statements that involve risks and
uncertainties. The principal factors that could cause or contribute to
differences in the Company's actual results are discussed in the section titled
"Risk Factors."

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<PAGE>
OVERVIEW

IPOConnection.com, Inc. (the "Company") was formed in December 1999 to
provide specialized investment banking services to small and medium sized
businesses. The primary business of the Company will be to provide businesses a
cost effective, expedient, and efficient means of raising capital in the public
markets through the use of Internet technology and the Dutch Auction process.
Through the Company's web site, the investing public will have access to initial
public offerings ("IPO's") that would probably not be available to them in a
traditional IPO. Conducting the sale of securities in an IPO over the Internet
through a Dutch Auction process will provide all investors access to shares in
the IPO; speed the delivery of information; reduce the cost of disseminating the
information; eliminate the advantage institutional investors have had in
receiving shares in an IPO; and allow the market of investors to establish the
offering price of the IPO. IPOConnection.com will assist a business interested
in going public through an IPO to structure the transaction; prepare the
business to go public; and market the offering through IPOConnection.com's web
site and traditional mediums. The primary marketing of an offering through
IPOConnection.com's web site will significantly reduce the marketing costs of an
IPO, and since the securities may be sold directly to investors, the commissions
and underwriting fees associated with an IPO will be reduced. In addition to
bringing IPO's to market, the Company intends to become a clearing house for
development stage companies seeking to raise capital in private placements that
will only be available to accredited investors.

LIQUIDITY AND CAPITAL RESOURCES

Since the inception, the Company's operations have been funded by the
Company's founders, and the contribution of their services. In December 1999
the Company sold 1,000,000 shares of common stock to its founders for $10,000.
The Company anticipates that its working capital, along with the additional sale
of 3,900,000 shares of common stock to its founders and directors will be
sufficient to meet the Company's cash requirements for working capital and
capital expenditures through the completion of this offering. Should this
offering not close, the Company would alter its expenditures appropriately, such
that its currently available funds would be sufficient for the Company to

15
<PAGE>
continue as a going concern until the Company was able to raise funds through an
alternative means. If additional funds are raised through the issuance of
equity, equity related or debt securities, such securities may have rights,
preferences or privileges senior to those of the rights of the common stock, and
common stockholders may experience additional dilution. The Company cannot be
certain that such additional financing will be available on favorable terms, or
at all. If additional financing is not available when required, or is not
available on acceptable terms, the Company may be unable to continue operations
as a going concern. In addition, the Company may be unable to take advantage of
business opportunities, or to respond to competitive pressures. Any of these
events could harm the Company's financial condition and results of operations.

The Company has a limited operating history, and to date has not generated
any revenues. No assurance can be given that future revenues and profits will
meet the Company's expectations or that the Company will ever be able to operate
profitably. The Company has a limited operating history and information, which
will make it difficult for you to predict whether the Company will be
successful. The Company is subject to the risks, expenses and uncertainties
frequently encountered by companies in the new and rapidly evolving markets for
Internet products and services. The Company may not be successful in addressing
these risks or other risks it may face. If unable to address these risks
adequately, the Company's business, results of operations, and operations and
financial condition may suffer.

FISCAL YEAR ENDED DECEMBER 31, 1999

Revenues. The Company generated no revenues in 1999.

Expenses. The Company incurred no expenses in 1999. The Company has not
commenced its sales and marketing programs, as its web site was in its
development stage during 1999. Similarly, the Company incurred no general and
administrative expenses during 1999. The Company's founders worked without
compensation during this period, and contributed the Company's web site domain
name, www.IPOConnection.com.
---------------------

YEAR 2000

The Company will not commence operations until after the 1st of January
2000. Therefore, the Company does not expect any disruptions to its business as
a result of problems that may arise as a result of computer systems
misinterpreting the year change. The Company does not expect to spend any funds
to address the Y2K problem.

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<PAGE>
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

The Company has no derivative financial instruments or derivative commodity
instruments in its cash and cash equivalents and investments. The Company's
cash and cash equivalents are invested in short-term, interest-bearing grade
securities, and the Company anticipates investing the net proceeds from this
offering in similar investment grade investments pending their use as described
in this prospectus. See "Use of Proceeds." All of the Company's transactions
are conducted, and its accounts are denominated, in United States dollars.
Accordingly, the Company is not exposed to significant foreign currency risk.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contract, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
balance sheet and measures those instruments at fair value. Pursuant to SFAS
No. 137, Account for Derivative Instruments and Hedging Activities-Deferral of
the Effective Date of FASB Statement No. 133, SFAS 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. SFAS No. 133 is
not expected to have a material impact on the Company's financial statements.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use. SOP 98-1 requires computer
software costs associated with internal use software to be charged to operations
as incurred until certain capitalization criteria are met.
SOP 98-1 is effective beginning January 1, 1999. The adoption of this statement
did not have a material impact on the Company's financial position or results of
operations.

DIVIDEND POLICY

The Company has never paid dividends, and does not expect to pay dividends
in the foreseeable future.

BUSINESS OF IPOCONNECTION.COM

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<PAGE>
through a Dutch Auction process will provide all investors access to shares in
the IPO; speed the delivery of information; reduce the cost of disseminating the
information; eliminate the advantage institutional investors have had in
receiving shares in an IPO; and allow the market of investors to establish the
offering price of the IPO. IPOConnection.com will assist a business interested
in going public through an IPO to structure the transaction; prepare the
business to go public; and market the offering through IPOConnection.com's web
site and traditional mediums. The primary marketing of an offering through
IPOConnection.com's web site will significantly reduce the marketing costs of an
IPO, and since the securities may be sold directly to investors, the commissions
and underwriting fees associated with an IPO will be reduced. In addition to
bringing IPO's to market, the Company intends to become a clearinghouse for
development stage companies seeking to raise capital in private placements that
will only be available to accredited investors.

The Company has recently commenced operations, including the creation of
its web site, www.IPOConnection.com. The Company's web site will provide
information to investors about IPO's offered by the Company, the process of
going public through an IPO, and private equity offerings. IPOConnection.com
has commenced discussions with businesses that may be interested in going public
through IPOConnection.com's auction process, or raise capital through its
private placement web page. Management's ability to generate revenues is
dependent on its access to a broker/dealer, acquisition, or affiliation with an
existing broker/dealer. The Company has entered into an Investment Banking
Services Agreement with Kenny Securities Corporation of St. Louis, Missouri.
See Appendix A. As a result, the Company will immediately offer investment
banking services through Kenny Securities Corporation to potential issuers.
However, there can be no assurance that Kenny Securities Corporation can
accomplish such tasks at a reasonable cost, or within a reasonable period of
time. The Company's failure to acquire a broker/dealer and qualify as a
broker/dealer with the National Association of Securities Dealers and Securities
and Exchange Commission within a short period of time may result in the delay of
the Company's first offering of another company's securities. Such an event
will cause the Company's financial condition and results of operations to
suffer.

HIDDEN COST OF A TRADITIONAL IPO

The traditional process by which businesses raise capital in the public
markets is inefficient and manipulated. Shares in IPO's are given to favored
clients, usually large institutions, at prices substantially below the price the
investing public is willing to pay. This is not only unfair to the investing
public, but the substantial difference between the price that shares are sold to
the favored clients for and the price that the investing public pays once the
shares start trading goes into the pockets of the favored clients, rather than
to the IPO company. The true cost of the underwriting is the profit received by
the favored clients, plus the marketing, legal expenses, and
underwriters' fees. A recent "Wall Street Journal" article regarding the IPO of
VA Linux stated, "While the IPO netted a mere $132 million for the company,
$1.2 billion fell into the pockets of somebody somehow selected by the
underwriters." IPOConnection.com intends to eliminate the financial
intermediaries, and take IPO opportunities directly to the investing public.
The market of investors will evaluate the merits of an IPO candidate, and attach
a value to the IPO candidate's shares, the same way every investor does when
purchasing shares of a company in the open market. The success of an offering
will be partially dependent upon the IPO candidate's ability to gain widespread
exposure through its contacts in its industry and the resources it elects to
devote to a publicity campaign.

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<PAGE>
OBSTACLES TO GOING PUBLIC

A major determinant in which companies go public, and how successful their
offerings are, is the investment bank. The investment bank's perception of a
company's business, and the ability of the investment bank to sell the shares to
institutional investors at prices that will allow them to "flip" their shares
immediately in the aftermarket determines the level of the investment bank's
interest. Their decision to take a company public is not necessarily dependent
upon the merit of a company's business, or the level of retail investor
interest. IPOConnection.com provides a democratic and merit-based method
allowing companies to raise capital through an IPO. The demand for shares in
the public market of investors will determine the price that a company is able
to sell shares.

THE IPOCONNECTION.COM SOLUTION

IPOConnection.com will remove almost all barriers for a company going
public through an IPO. The Internet and the age of information facilitate the
dissemination of information on a broad, open, and democratic basis, at a low
cost. The public makes investment decisions based on information. In the past
investment banks, large financial institutions, and analysts have attempted to
keep information tightly controlled. These entities insist that companies have
private investment conferences, conveying information to them before the general
public has access. Now, this information is readily, and inexpensively,
available to everyone with access to the Internet. Traditional investment banks
will be slow to seize the opportunity presented by the Internet because they are
run by high-priced investment bankers, who are no longer necessary, and they
will be unable to continue offering information to large institutional clients
on a selective basis.

IPOConnection.com's web site, www.IPOConnection.com, will provide companies
---------------------
and the investing public the forum to purchase shares in exciting companies
creating first time public investment opportunities. All investors will have
equal access to the offerings, in virtually unlimited quantities. In most
traditional IPO's, those investors fortunate enough to receive shares, will only
be allocated 50 or 100 shares in an IPO. In an IPOConnection.com offering, an
investor is able to purchase almost any quantity of shares desired, so long as
the investor's offer exceeds the offering price established by the Dutch Auction
process. The largest financial institutions will need to submit offers to
purchase shares in exactly the same manner as the smallest investor.

19
<PAGE>
Companies looking to raise capital through an IPO will be attracted to
IPOConnection.com's auction because the underwriting fees and offering expenses
will be significantly lower than through a traditional IPO. Most important, the
large discount to the price that the public market is willing to pay will no
longer go into the pockets of the favored clients of the investment bankers.
IPOConnection.com's private placement web page will create a marketplace for
development stage companies to raise capital through the sale of unregistered
securities to accredited investors. IPOConnection.com will also offer
investment banking advisory services, research and fact verification, document
preparation assistance, and public relations/investor relations help.

The services offered by the Company are more specifically described below:

Investment Banking Advisory Services: Companies interested in raising
---------------------------------------
capital through an IPO are often not familiar with the capital markets and
securities regulations. IPOConnection.com will review a company's business,
operations, and financial information, and provide the company with advice
concerning the efficacy of a public offering, potential pricing, as well as
the advantages and disadvantages of becoming a public company.

Research and Fact Verification: The prospectus for an IPO requires
---------------------------------
extensive disclosure on a company's business, and the industry in which it
operates. IPOConnection.com will assist the company in assembling the
necessary information, and verifying its accuracy. In addition to utilizing
IPOConnection.com's personnel, outside auditors and lawyers will be engaged
to assist in the process and reduce potential liability from errors or
omissions in the process.

Document Preparation: IPOConnection.com will offer its clients assistance
---------------------
in preparing the offering documents required to effect its IPO. Through
its own employees, and law and accounting firms associated with
IPOConnection.com, IPOConnection.com will offer fixed fee arrangements for
its clients. IPOConnection.com believes that it will be able to offer these
services to its clients at prices lower than that which they will be able
to obtain from most professional service firms, and the clients will be
more comfortable having fixed bids for these services.

Promotional and Publicity Services: IPOConnection.com will offer its
-------------------------------------
clients assistance in preparing and implementing its promotional and
publicity campaigns. Through its own employees, and advertising and public
relations firms associated with IPOConnection.com, IPOConnection.com will
offer fixed fee arrangements for its clients. IPOConnection.com believes
that it will be able to offer these services to its clients at prices lower
than that which they will be able to obtain from most professional service
firms, and will be more comfortable having fixed bids for these services.
IPOConnection.com may engage Adamson Advertising of St. Louis, Missouri to
assist in providing promotion and public relations services. Norman Berger,
a director of the Company, is president and principal owner of Adamson
Advertising. IPOConnection.com believes that a substantial amount of
publicity will be available to all of its clients through IPOConnection.
com's web site, www.IPOConnection.com. There will be no charge to
---------------------
IPOConnection.com's clients for this publicity, other than IPOConnection.
com's standard underwriting fee. IPOConnection.com will provide its clients
with access to IPOConnection.com's proprietary e-mail and mailing lists for
the purpose of promoting its IPO's. IPOConnection.com believes that these
lists will have significant value, and will enhance the success of an
offering.

20
<PAGE>
MARKETING STRATEGY

COOPERATION WITH RETAIL BROKERAGE FIRMS

IPOConnection.com intends to establish agreements with any retail brokerage
firms interested in selling IPOConnection.com offering to its clients. This
could provide IPOConnection.com with a retail sales force numbering in the
thousands, without any fixed costs or overhead. A traditional initial public
offering is only available to the clients of the underwriter, and
co-underwriters. Since IPOConnection.com maintains a perfectly democratic
philosophy, whereby IPO's are available to all investors, IPOConnection.com will
not limit the number of brokerage firms that can sell IPOConnection.com
offerings.

INVESTOR AWARENESS

The primary means of contact with the investing public is intended to be
IPOConnection.com's web site, www.IPOConnection.com. Initially,
---------------------
IPOConnection.com intends to utilize conventional public relations and
advertising mediums to educate investors about the products and services that
IPOConnection.com offers. Once IPOConnection.com begins offerings for other
companies, the primary means of publicizing IPOConnection.com's web site,
www.IPOConnection.com, will be through each offering company's promotion and
---------------
public relations efforts. IPOConnection.com will benefit from the publicity
generated by these offerings at no cost to IPOConnection.com. IPOConnection.com
intends to assemble and maintain an extensive database of investors that have
visited IPOConnection.com's web site, and registered to receive information
regarding IPOConnection.com offerings. Investors will be contacted by e-mail of
an IPOConnection.com offering. This is a very cost efficient means of reaching
a targeted and pre-qualified market of investors.

IPO CANDIDATES

IPOConnection.com intends to utilize traditional public relations methods,
its own web site, www.IPOConnection.com, and conventional advertising to educate
corporate executives of the products and services offered by IPOConnection.com.
IPOConnection.com's efforts to reach retail investors will simultaneously
increase awareness among potential IPO candidates. Many potential investors for
IPOConnection.com offerings either run potential IPO candidates, or work for
them. IPOConnection.com will also create close relationships with investment
bankers and investment advisors with clients who would be potential IPO
candidates.

GOVERNMENT REGULATION

The issuance of securities is subject to substantial federal and state
regulation. The issuance of securities is governed by the Securities Act and
the Exchange act. The Securities Act requires that issuers of securities obtain
registration of their securities with the Commission before they may be sold.

21
<PAGE>
The Company anticipates that the vast majority of its clients' offerings
will be conducted under Regulation A, through the registration of the offering
on Form SB-2, or through traditional registration on Form S-1. For a registered
offering, the issuer must file a registration statement containing a proposed
form of prospectus for review by the Commission. If the Commission deems that
the registration statement satisfies the requirements of the Securities Act, the
Commission will declare the registration statement effective. For an offering
under Regulation A, the issuer must file an offering statement with the
Commission and obtain qualification of that offering before sales of the
securities may be made. This procedure is similar in most respects to the
registration process.

Once registration or qualification of an offering is obtained, a business
may sell shares of its securities, provided that a prospectus offering circular
in a form approved by the Commission is provided prior to or at the time of
sale. In October 1995, the Commission issued guidelines permitting electronic
distribution of prospectuses and sales material through the Internet. The
trading of securities is also subject to substantial regulation by the
Commission. The Commission has issued a no-action letter concerning Internet
securities trading through electronic bulletin boards in June of 1996, and
another allowing certain private placements via the Internet. The first
Internet public offering appeared in 1996. Subsequently, a no-action letter
expanded the scope of Internet offerings and after-market trading.

The sale of securities is also subject to extensive regulation by the
states. These laws, commonly referred to as "Blue Sky" laws, generally require
that offers or sales conducted in those states must be first registered or
qualified with the state securities regulatory agency. As is the case with the
Securities Exchange Commission, many state regulatory agencies have implemented
new rules designed to facilitate equity offerings. These include adoption of
the Small Company Offering Registration ("SCOR") for securities offerings under
$1 million and coordinated and regional equity reviews, where reviews of
multi-state offerings are coordinated by the regulatory agency in one state
rather than multiple jurisdictions. Compliance with the various Blue Sky laws
can still prove expensive and time consuming, however.

As registered broker/dealers, IPOConnection.com's subsidiary would be
required to comply with certain laws and regulations. Much of the regulation of
broker/dealers has been delegated to self-regulatory organizations, principally
the NASD. These self-regulatory organizations adopt rules, subject to approval
by the SEC, that govern the industry and will conduct periodic examinations of
their operations. Securities firms are also subject to regulation by state
securities administrators in those states in which they conduct business.

22
<PAGE>
Broker/dealers are subject to regulations covering all aspects of the
securities business, including sales methods, trade practices among
broker/dealers, use and safekeeping of customers' funds and securities, capital
structure, record keeping, and the conduct of directors, officers and employees.
Broker/dealers are required to comply with many complex laws and rules.
Additional legislation, changes in rules promulgated by the SEC, the NASD, the
Board of Governors of the Federal Reserve System, the various stock exchanges,
and other self-regulatory organizations, or changes in the interpretation or
enforcement of existing laws and rules, may directly affect the mode of
operation and profitability of broker/dealers. The SEC, the NASD or other
self-regulatory organizations, and state securities commissions may conduct
administrative proceedings which can result in censure, fine, the issuance of
cease-and-desist orders, or the suspension or expulsion of a broker/dealer or
any of its officer or employees. Broker/dealers are also subject to periodic
examinations by the NASD, SEC, and states in which they are licensed. These
examinations can focus on a particular area of a firm's business, or they can
cover the entire range of a firm's products and operations. These examinations
can result in disciplinary actions such as fines, suspension or expulsion of
personnel, or the withdrawal of certain products or services that a firm can
offer its customers.

IPOConnection.com's ability to comply with all applicable laws and rules is
dependent in large part upon the establishment and maintenance of a compliance
system reasonably designed to ensure such compliance, and IPOConnection.com's
ability to attract and retain qualified compliance personnel. The principal
purpose of regulation and discipline of broker/dealers is the protection of
customers and securities markets, rather than protection of creditors and
stockholders of broker/dealers. IPOConnection.com could, in the future, be
subjected to disciplinary or other actions due to a claimed noncompliance, which
could have a material adverse effect on the Company's business, financial
condition, and operating results.

All marketing activities by IPOConnection.com's planned broker/dealer
business will be regulated by the NASD. The NASD can impose certain penalties,
including censure, fine, suspension of all advertising, the issuance of
cease-and-desist orders, or the suspension or expulsion of a broker/dealer or
any of its officer or employees for violations of the NASD's advertising
regulations. If IPOConnection.com were to engage in soliciting orders from its
customers and making investment recommendations, it would become subject to
additional rules and regulations governing, among other things, the suitability
of recommendations to customers and sales practices.

The Company may be required to comply with record keeping, data processing,
and other regulatory requirements as a result of proposed federal legislation or
otherwise, and the Company may be subject to additional regulation as the market
for online commerce evolves. Because of the growth in electronic commerce, and
federal or state authorities could enact laws, rules, or regulations affecting
the Company's business or operations. The Company also may be subject to
federal, state, and foreign transmitter laws and state and foreign sales and use
tax laws. If enacted or deemed applicable to the Company, such laws, rules or
regulations could be imposed on the Company's activities or its business,
thereby rendering the Company's business or operation more costly or burdensome,
less efficient or even impossible, any of which could have a material adverse
effect on the Company's business, financial condition, and operating results.

COMPETITION

The market for Internet-based information and services is new, intensely
competitive, and subject to rapid technological change. Services similar to
those to be offered by the Company are provided in whole, or in part, by other
companies, and as the success of securities offering over the Internet, with or
without the Dutch Auction process, becomes established, more competitors will
appear. The most significant competitor to date utilizing the Dutch Auction
process is Wit Capital. The Company believes that competition for its services
is based on service, price, reputation, and the success of its prior offerings.

23
<PAGE>
Many of the Company's expected competitors have longer operating histories
and significantly greater financial, technical, and marketing resources. The
general financial success of companies within the securities industry has
strengthened existing competitors, and such success will attract new competitors
to the industry.

An increase in competition, or the failure of the Company to capture an
adequate market share, could cause the Company to sustain significant losses and
would have a material adverse effect on the Company's financial results.

TRADEMARKS

IPOConnection.com believes that its trade name has significant value, and
will be important to the marketing of its services and products. The Company
has no patents, and relies primarily on copyright, trade secret, and trademark
law to protect its business. The Company is the owner of the registered
trademark "IPO Connection."

EMPLOYEES

The Company employs two people full time. The Company is currently
seeking, and intends to hire, additional employees. The Company's success will
be dependent to a large degree on its ability to retain the services of its
existing executive officers and to attract, train, and retain qualified
additional personnel. None of the Company's employees are subject to collective
bargaining agreements or are represented by a union. The Company intends to
have signed employment and nondisclosure agreement with each employee.

FACILITIES

The Company's officers are located in a leased facility in Clayton,
Missouri, within the offices of Adamson Advertising under a month-to-month
arrangement. The current annual rental expense is $500 per month commencing
March 1, 2000. Additional space will be required as our business expands and
will be available on acceptable terms.

LEGAL PROCEEDINGS

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

PLAN OF OPERATION

The following discussion concerning the plan of operation of the Company
contains forward-looking statements which involve risks and uncertainties. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth under "Risk Factors" and elsewhere in this prospectus.

24
<PAGE>
The Company intends to provide various business and financial services. To
date, the Company has operated in a startup phase, developing its business,
receiving almost all of its capital from borrowing funds from its founders.
Future revenues are expected to derive primarily from fees for services,
including preparing business plans, assisting clients with preparing the
clients' public and private offerings, and underwriting fees from offerings on
the Internet. Additional revenues may come from accrued interest, equity
positions in client companies, merger and acquisition activity. The Company may
elect to receive revenue in the form of stock in companies that it takes public.

To date, the Company's operations have been concentrated on developing its
web site, www.IPOConnection.com. The Company expects operating expenses to
---------------------
increase during the next six months, and may incur net operating losses during
this period. Management's ability to generate revenues is dependent on its
access to a broker/dealer, acquisition, or affiliation with an existing
broker/dealer. The Company has entered into an Investment Banking Services
Agreement with Kenny Securities Corporation of St. Louis, Missouri. See
Appendix A. As a result, the Company will immediately offer investment banking
services through Kenny Securities Corporation to potential issuers. However,
there can be no assurance that Kenny Securities Corporation can accomplish such
tasks at a reasonable cost, or within a reasonable period of time. The
Company's failure to acquire a broker/dealer and qualify as a broker/dealer with
the NASD and SEC, within a short period of time, may result in the delay of the
Company's first offering of another company's securities. Such an event will
cause the Company's financial condition and results of operations to suffer.

The Company may enter into strategic business alliances and gain access to
specialized services by issuing stock rather than expending operating capital,
though no such actions are currently planned. Mergers and acquisitions such as
these could internalize certain external costs associated with the Company's
services, though there is no guarantee that such savings would occur.

The Company believes that the cash proceeds from this offering will be
sufficient to meet its operational cash requirement for the next thirty-six (36)
months, and it will not be necessary to raise additional funds with the next
thirty-six (36) months. If the amount actually received by the Company is
significantly less than the estimated proceeds from the Offering, management

25
<PAGE>
believes that it can continue operations for the foreseeable future, but will
not be able to expand its business as projected. If this Offering is not
completed, the Company will seek other means of raising capital to continue
operations of the Company. The Company does not expect to seek loan financing
of any kind for the foreseeable future.

REPORTS

The Company has not prepared, nor had prepared on its behalf, any
engineering, management, or similar reports for external use in connection with
the offering.

DIRECTORS

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

<S> <C> <C>
Name Age Position
- ----- --- --------
L. Steven Goldblatt 46 Chief Executive Officer and
President
Lloyd R. Abrams 46 Chairman and Chief Financial
Officer
Norman Berger 50 Director
</TABLE>

Lloyd R. Abrams has been the Chairman and Chief Financial Officer of the
Company since its inception in December, 1999. Mr. Abrams received a Juris
Doctorate from Washington University School of Law, a Masters in Business
Administration from Washington University Graduate Business School, and a
Bachelors Degree in Civil Engineering from the University of Colorado School of
Engineering. Mr. Abrams has been involved in a number of businesses, and sat on
the boards of directors of companies both public and private.

COMPENSATION OF DIRECTORS AND OFFICERS

The Company paid no salaries to its officers or directors during 1999. The
Company will form a compensation committee to establish the salaries of its
executive officers. The compensation committee will consist of Norman Berger
who is an outside director of the Company. The compensation committee reviews
and evaluates the compensation and benefits of all of the Company's officers,
reviews general policy matters relating to compensation and employee benefits
and makes recommendations concerning these matters to the board of directors.

26
<PAGE>
The compensation committee also administers the Company's stock options and
stock purchase plans. See "Employee Benefits Plans." The audit committee of
the board of directors of the Company will consist of Norman Berger who is an
outside director of the Company. The audit committee reviews, with the
Company's independent auditors, the scope and timing of the auditors' services,
the auditors report on the Company's financial statements following completion
of the auditors' audit, and the Company's internal accounting and financial
control policies and procedures. In addition, the audit committee will make
annual recommendations to the board of directors for the appointment of
independent auditors for the ensuing year.

ELECTION AND COMPENSATION OF DIRECTORS

The Company's certificate of incorporation provides for three directors. At
each annual meeting of stockholders, beginning with the 2000 annual meeting, the
successors to directors will be elected to serve from the time of election and
qualification until the following annual election, and until their successors
have been duly elected and qualified, or until their earlier resignation or
removal, if any. Current directors receive no compensation for serving as
directors; however, they may be reimbursed for expenses they incur in attending
meetings of the board or board committees. The Company intends to grant in the
future non-qualified stock option to its non-employee directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the directors serves as a member of the board of directors or
compensation committee of any other company that has one or more executive
officer serving as a member of the Company's board of directors or compensation
committee.

FINANCIAL POSITION

As seen in the attached audited Financial Statement of IPOConnection.com,
Inc., the Company has no current expenses or current revenues. However, it is
contemplated that the capital contribution by the officers and directors will
adequately finance the Company through the offering period.

LIQUIDITY AND CAPITAL RESOURCES

Since the inception, the Company's operations have been funded by the
Company's founders, and the contribution of their services. In December 1999
the Company sold 1,000 shares of common stock to its founders for $10,000. The
Company anticipates that its working capital, along with the additional sale of
3,999,000 shares of common stock to its founders and directors will be
sufficient to meet the Company's cash requirements for working capital and
capital expenditures through the completion of this offering. Should this
offering not close, the Company would alter its expenditures appropriately, such
that its currently available funds would be sufficient for the Company to
continue as a going concern until the Company was able to raise funds through an
alternative means. If additional funds are raised through the issuance of
equity, equity related or debt securities, such securities may have rights,

27
<PAGE>
preferences or privileges senior to those of the rights of the common stock, and
common stockholders may experience additional dilution. The Company cannot be
certain that such additional financing will be available on favorable terms, or
at all. If additional financing is not available when required, or is not
available on acceptable terms, the Company may be unable to continue operations
as a going concern. In addition, the Company may be unable to take advantage of
business opportunities, or to respond to competitive pressures. Any of these
events could harm the Company's financial condition and results of operations.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information regarding the Company's directors
and executive officers:

<TABLE>
<CAPTION>
<S> <C> <C>
NAME AGE POSITION
- ----- --- --------
L. Steven Goldblatt 46 President, Chief Executive Officer, Assistant Secretary

Lloyd R. Abrams 46 Chairman, Chief Information Officer and Secretary

Norman Berger 50 Director
</TABLE>

L. Steven Goldblatt has been the Chief Executive Officer, and President of
the Company since its inception in December 1999. Mr. Goldblatt received a
Juris Doctorate from Stanford University School of Law. Mr. Goldblatt is a
member in good standing of the Missouri, Illinois and California Bar
Associations, admitted to practice in the federal court of those states and
admitted to practice to the United States Supreme Court. Mr. Goldblatt
specializes in Securities Law and is currently Chairman of the Bar Association
of Metropolitan St. Louis Securities Committee. Mr. Goldblatt is licensed with
the NASD as a General Securities Representative (Series 7) and General
Securities Principal (Series 24). Mr. Goldblatt is registered with the
Company's Investment Banking affiliate, Kenny Securities Corporation, a
broker-dealer licensed with the NASD and the SEC.

Lloyd R. Abrams has been the Vice- President and Chief Information Officer
of the Company since its inception in December, 1999. Mr. Abrams received a
Juris Doctorate from Washington University School of Law, a Masters in Business
Administration from Washington University Graduate Business School, and a
Bachelors Degree in Civil Engineering from the University of Colorado School of
Engineering. Mr. Abrams has been involved in a number of businesses, and sat on
the boards of directors of companies both public and private.

Norman Berger has been a board member of the Company and Vice-President for
Investor Relations since December 1999. Mr. Berger received a Bachelors Degree
from the University of Missouri. Since 1997 Mr. Berger has been the President
of Adamson Advertising.

28
<PAGE>
DIRECTOR COMPENSATION

The Company does not compensate directors for their services as such. See
"Transactions with Related Parties."

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning the
remuneration paid by the Company to each of its officers and to all officers as
a group for services rendered in all capacities during the year ended December
31, 1999.

<TABLE>
<CAPTION>
<S> <C> <C>
1999
Name of Individual Capacities in Which Served Aggregate Compensation
- ----------------------- --------------------------------- ----------------------

L. Steven Goldblatt President and Assistant Secretary None

Lloyd R. Abrams Chairman, Chief Financial Officer None
and Assistant Secretary
</TABLE>

Upon closing of the offering, each of Messrs. Goldblatt and Abrams will
receive a salary of $8,333.33 per month, plus health insurance coverage.

SECURITY OWNERSHIP

The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of December 31, 1999, adjusted to
reflect the sale of common stock offered hereby, with respect to each director
and officer, all directors and officers as a group, and any person who is known
to the Company to be the beneficial owner of more than 5 percent of the
Company's common stock.

Percentage of ownership is calculated as required by the Securities and
Exchange Commission. Except as indicated in the footnotes to this table, the
persons named in the table have sole voting and investment power with respect to
all shares of common stock shown as beneficially owned by them.

29
<PAGE>
<TABLE>
<CAPTION>
Number of Percentage Percentage
Shares Before Offering After Offering
--------------- --------------- --------------
<S> <C> <C> <C>
L. Steven Goldblatt 2,180,000 45% 36.3%

Lloyd R. Abrams (5)
2,180,000 45% 36.3%
9719 Conway Road
St. Louis, MO 63124

Norman Berger 300,000 6% 5%

Officers and directors as a
Group (3 persons) 4,660,000 96% 77.7%
</TABLE>

TRANSACTIONS WITH RELATED PARTIES

SALE OF COMMON STOCK

The Company issued and sold 1,000,000 shares of common stock to its
founders, Mr. Goldblatt and Mr. Abrams, for $.01 per share. Prior to the
closing of the offering, the Company will issue and sell 3,900,000 shares to the
Messrs. Goldblatt, and Abrams, and Berger, one of the Company's directors for
$.01 per share.

EMPLOYMENT AGREEMENTS

There are currently no employment agreements with any of the officers or
directors of the Company.

PUBLIC RELATIONS AND ADVERTISING SERVICES

The Company may, but has no obligation to utilize the services of Adamson
Advertising, a St. Louis-based advertising and public relations firm, whose
president and principal shareholder is Norman Berger, one of the Company's
directors. To the extent the Company utilizes the services of Adamson
Advertising, it will pay no more for such services than is reasonably available
from similar companies.

- --------------------------
(5) Shares listed as held by Lloyd R. Abrams are currently held by Conroad
Associates. L.P., as to which Mr. Abrams maintains full voting power.

30
<PAGE>

STOCK OPTIONS

There are no stock options outstanding at this time.

COMPANY OFFICES

The Company's offices are currently located within the offices of Kenny
Securities Corporation. The Company has agreed to pay rent to Adamson
Advertising on a month-to-month basis at the rate of $100 per month. Either
party has the right to terminate the arrangement on 30 days notice.

DESCRIPTION OF CAPITAL STOCK

Upon completion of the offering, the authorized capital stock will consist
of 11,000,000 shares of common stock, $.01 par value per share, of which
6,000,000 shares will be outstanding. There are no shares of preferred stock.
The following description of the Company's capital stock and certain provisions
of its restated certificate of incorporation, or the certificate of
incorporation, and bylaws is a summary and is qualified in its entirety by the
provisions of the certificate of incorporation and bylaws, copies of which have
been filed as exhibits to this registration statement of which this prospectus
is a part.

COMMON STOCK

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of the stockholders, including the election of
directors. Accordingly, holders of a majority of shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election if they choose to do so. The certificate of incorporation
does not provide for cumulative voting for the election of directors. Holders
of common stock are entitled to receive ratably such dividends, if any, as may
be declared from time to time by the board of directors out of funds legally
available therefor, and shall be entitled to receive, pro rata, all assets of
the Company available for distribution to such holders upon liquidation.
Holders of common have no preemptive, subscription or redemption rights.

PREFERRED STOCK

The Company may be authorized to issue "blank check" preferred stock, which
may be issued from time to time in one or more series upon authorization by the
board of directors. The board of directors, without further approval of the
stockholders, is authorized to fix the dividend rights and terms, conversion
rights, voting rights, redemption rights and terms, liquidation preferences and
any other rights, preferences, privileges and restrictions applicable to each
series of preferred stock. The issuance of preferred stock, while providing
flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, adversely affect the voting power of the

31
<PAGE>
holders of common stock and, under certain circumstances, make it more difficult
for a third party to gain control of the Company, discourage bids for our common
stock at a premium or otherwise adversely affect the market price of the
Company's common stock. There are currently no plans to issue any preferred
stock.

LIMITATION OF DIRECTORS' LIABILITY

TRANSFER AGENT

Subsequent to the offering the Company intends to use Bank of America as
its transfer agent.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 6,000,000 shares of
common stock outstanding. Of these shares, the 1,100,000 shares offered hereby,
will be freely tradable without restriction or further registration under the
Securities Act, unless purchased by "affiliates" of the Company as that term is
defined in Rule 144 described below. The remaining 4,900,000 shares of common
stock outstanding upon closing of the offering are "restricted securities" as
that term is defined in Rule 144.

In general Rule 144, as amended, the beneficial owner of shares for at
least one year is entitled to sell in "brokers' transactions" or to market
makers, within any three-month period commencing 90 days after the date of this
prospectus, a number of shares that do not exceed the greater of (i) one percent
of the number of shares of common stock then outstanding, approximately 60,000
shares immediately after completion of this offering; or (ii) generally, the
average weekly trading volume in the Company's common stock during the four
calendar weeks preceding the required filing of a Form 144 with respect to such
sale. Sales under Rule 144 are generally subject to the availability of current
public information about the Company. Under Rule 144(k), a person who is not
deemed to have been an affiliate of the Company at any time during the 90 days
preceding a sale, and who has beneficially owned the shares proposed to be sold
for at least two years, is entitled to sell such shares without having to comply
with the manner of sale, public information, volume limitation or notice
provisions of Rule 144. Under Rule 701, persons who purchase shares upon
exercise of options granted prior to the effective date of this offering are
entitled to sell such shares 90 days after the effective date of this offering
in reliance on Rule 144, without having to comply with the holding period
requirements of Rule 144, and in the case of non-affiliates, without having to
comply with the public information, volume limitation or notice provisions of
Rule 144.

32
<PAGE>
Following this offering and the expiration of the lockup periods of 180
days for directors, officers and greater than 5% shareholders, the holders of
4,900,000 shares of common stock will have the right to register those shares
under the Securities Act of 1933, as amended. The Company will be required to
use its best efforts to register these shares if the Company registers any of
its common stock for its own account or for the account of other security
holders, or to register these shares in a registration statement on Form S-3
when the Company is eligible to use that form, provided that the proposed
aggregate price to the public of any offering is at least $500,000. The Company
will bear all fees, costs and expenses of the registration, other than
underwriting discounts and commissions. Registration of any shares of common
stock held by holders with registration rights would result in these shares
being freely tradable, without restriction under the Securities Act upon the
effective date of the registration.

Prior to this offering, there has not been any public market for the
Company's common stock. Future sales of substantial amounts of common stock in
the public market could adversely affect the prevailing market prices and impair
the Company's ability to raise capital through the sale of equity securities.

PLAN OF DISTRIBUTION

The Company is offering to sell up to 1,100,000 newly issued shares at a
price determined by the market of investors pursuant to a Dutch Auction process.
The plan of distribution of the offered shares differs somewhat from traditional
underwritten public offering of equity securities.

The auction process will proceed as follows:

Prior to the effectiveness of the registration statement relating to this
offering, the Company will solicit conditional offers to purchase from
prospective investors through the Internet, as well as by traditional means. At
least two business days prior to the expected effectiveness of the registration
statement, the Company will send e-mails (the confirmation e-mails) to or
contact by mail, telephone, voice mail or facsimile potential investors who have
submitted conditional offers, advising them that the registration statement for
the offering may be declared effective shortly, that a potential investor should
carefully consider the conditional offer that they have transmitted by e-mail,
or other means accepted by the Company. An affirmative confirmation from
potential investors remains valid for a period of five business days from the
transmission of the confirmation e-mail, unless subsequently withdrawn by the
investor. If the Company anticipates that the registration statement will not
be effective within this five-business day period, the Company will send out
another confirmation e-mail or contact potential investors approximately two
business days prior to the revised time the Company expects the registration
statement to be effective. All conditional offers to purchase that are not
confirmed prior to the time specified, or it the time is not specified, by the
close of the auction, will be deemed withdrawn. A confirmed offer is not
binding on a potential investor until the close of the auction.

33
<PAGE>
After effectiveness, the Company will contact by e-mail, telephone, voice
mail or facsimile all offerors who have affirmatively confirmed their condition
offers, to notify them the registration statement is effective and the Company
can accept the confirmed conditional offer to purchase after the auction has
closed and the offering has been priced. The auction will close after the
registration statement is effective at a time designated by the Company.
Offerors will be able to withdraw their conditional offers between the time of
effectiveness of the registration statement and the close of the auction. The
actual time at which the auction closes will be determined by the Company based
on general market conditions during the period immediately following
effectiveness of the registration statement. It is anticipated that the time
period between effectiveness and confirmation of a sale will be comparable to
the corresponding time period in traditional public offerings. Acceptance of
confirmed conditional offers will be communicated by e-mail to the offeror by
the Company, unless the potential investor specifies some other means of
communication. If the auction is closed and the offering is priced on the same
day that the registration becomes effective, notice of effectiveness will be
included in the notice of acceptance. The offeror has the right to withdraw the
conditional offer by notifying the Company at any time prior to the close of the
auction. After the auction is closed and a clearing price is set as described
below, the Company will accept the conditional offers to purchase from those
offerors with conditional offers to purchase at or above the Clearing Price.

The public offering price will ultimately be determined by the Company
following the close of the auction. The principal factor in establishing the
public offering price will be the price per share, or Clearing Price, resulting
from the auction that equals the highest price set forth in valid conditional
offers at which all of the shares may be sold to potential investors. The
public offering price may be lower, but will not be higher, than the Clearing
Price. The Clearing Price will always determine the allocation of shares. If
the public offering price is below the clearing price, all conditional offers
which are below the Clearing Price will be rejected, even if they are higher
than the public offering price. If sufficient conditional offers are not
received, or the Company does not consider the clearing price to be adequate,
the Company will either postpone or cancel the offering, file a post effective
amendment and conduct a new auction, or reduce the number of shares in the
offering to 500,000.

To illustrate how the auction process works, imagine the company intends to
sell 1,000 shares. If the Company receives ten offers at various prices for
2,000 shares, the Company will organize the offers from highest price offered to
lowest price offered. The highest price offers totaling demand for 1,000 shares
will be accepted at the lower of the Clearing Price, or the lower public
offering price. In this example, if the prices offered ranged from $7.00 per
share to $20.00 per share, and the offers at $12.00 per share and above totaled
1,000 shares, the "Clearing Price" would be $12.00 per share. This means that
all purchasers would acquire their shares at $12.00 per share, even if an offer
was submitted at a higher price. The Company reserves the right to sell the
shares at a discount to the Clearing Price, but cannot accept an offer for more
than the Clearing Price, but only those offerors submitting offers at, or above,
the Clearing Price will purchase shares in the Offering, even if the Company
elects to sell the shares below the Clearing Price. The offers at the Clearing
Price may be accepted with proportionate reductions if there are not enough
shares available for sale to satisfy these offers. All offers for shares above
the Clearing Price will be accepted with full allocations.

34
<PAGE>
Valid conditional offers to purchase are those that meet the requirements,
including eligibility, and size. Funds sufficient to satisfy the amount of the
offer must have been received by the escrow agent prior to the closing of the
auction. No funds will be transferred to the Company until the acceptance of
the offer and the subsequent closing of the offering.

The auction will close on a date estimated and publicly disclosed in
advance by the Company on the Company's web site, www.IPOConnection.com. The
---------------------
offered shares will be purchased from the Company by the investors who have
submitted offers to purchase at, or above, the Clearing Price, and these
investors will be notified by e-mail, telephone, voice mail, facsimile, or mail
as soon as practicable following the close of the auction that their conditional
offers to purchase have been accepted. The number of shares sold to an investor
submitting a conditional offer to purchase precisely at the clearing price may
be subject to a proportionate reduction. The Company reserves the right to
reject offers that it deems manipulative, disruptive or necessary or beneficial
to facilitate the orderly completion of the offering, and reserves the right, in
exceptional circumstances, to alter this method of allocation, as it deems
necessary, to effect a fair and orderly distribution of shares. For example,
large orders may be reduced to insure a public distribution and the ability of
the Company to satisfy stock exchange listing requirements.

The Company will not offer, sell, contract to sell, or otherwise dispose of
any shares of common stock, or any options or warrants to purchase common stock
other than the shares of common stock or option to acquire common stock issued
under the Company's stock option plan, for a period of 90 days after the date of
this prospectus. Each of our directors, executive officers and holders of 5% or
more of our outstanding capital stock has agreed to certain restrictions on
their ability to sell, offer, contract or grant any option to sell, pledge,
transfer or otherwise dispose of shares of our common stock for a period of 180
days after the date of this prospectus, with the prior written consent of the
Company. Each of the holders of less than 5% of the outstanding capital stock
has agreed to identical restrictions covering a period of 90 days from the date
of this prospectus.

Prior to the offering, there has been no public market for the Company's
common stock. The initial offering price for the common stock will be
determined by the process described above and does not necessarily bear any
direct relationship to the Company's assets, current earnings, book value, or to
any other established criteria of value, although these factors were considered
in establishing the initial public offering price range. Other factors
considered in determining the initial public offering price range include:

Market conditions;

The industry in which the Company operates;

35
<PAGE>
The business potential of the Company; and

The demand for securities in companies creating new Internet business
opportunities.

In the event the Company does not receive offers to purchase at least
1,100,000 shares, the Company reserves the right to lower the minimum number of
shares sold in the offering to 500,000 shares. The offering will begin on the
date of this prospectus, and continue until all of the shares offered are sold
or such earlier date as the Company may close or terminate the offering. The
minimum investment for the offering is 100 Shares. The maximum investment,
subject to a waiver by the Company, is 50,000 shares, unless otherwise waived by
the Company.

The shares will be offered and sold directly by the Company. No broker or
dealer has been retained or is under any obligation to purchase any shares. All
funds accompanying offers to purchase Shares will be held in an escrow account
at ChaseMellon Financial Services until the close of the offering and acceptance
of offers. Funds accompanying offers not accepted by the Company will be
refunded by check or wire transfer, pursuant to the directions provided in the
offer.

The expenses of the Offering include the Securities Exchange Commission
registration fee, the NASD filing fee, the NASDAQ National Market listing fee,
printing expenses, legal fees and expenses, accounting fees and expenses, travel
expenses, Blue Sky fees and expenses, transfer agent and registrar fees, and
other miscellaneous fees. The Company estimates these fees and expenses will be
an aggregate of approximately $150,000, which will be paid entirely by the
Company.

The Company intends to contact prospective investors by publicizing the
offering through its web site at www.IPOConnection.com, newspapers, magazines,
----------------------
and media coverage. All of such publications will invite persons interested in
the offering to obtain a copy of the prospectus by contacting the Company. In
addition, the Company may contact additional potential investors by direct mail
solicitation.

To subscribe for shares, each prospective investor must complete, date,
execute and deliver to the Company a Universal Offer Form, submit an Offer Form
through the IPOConnection.com's web site, fax, or mail, and have paid the
purchase price of the shares subscribed for by wire transfer or check payable to
Bank of America. A copy of the Universal Offer Form is attached as an exhibit
at the end of this registration statement.

The Company reserves the right to reject any subscription in its entirety
or to allocate shares among prospective investors. If any subscription is
rejected, funds received by the Company for such subscription will be returned
to the subscriber without interest or deduction.

Within five days of its receipt of a subscription agreement accompanied by
a check for the purchase price, the Company will send by first class mail a
written confirmation to notify the subscriber of the extent, if any, to which
such subscription has been accepted by the Company. Not more than thirty days

36
<PAGE>
following the mailing of its written confirmation, a subscriber's Common Stock
certificate will be mailed by first class mail. The company shall not use the
proceeds paid by any investor until the common stock certificate evidencing such
investment has been mailed.

Although the Company's long-term plan for providing liquidity to its
shareholders is to develop a public market for its common stock by soliciting
securities brokers to become market-makers of the shares, to date the Company
has not solicited any such securities brokers. See "Limitations on Transfer of
Shares."

VALIDITY OF COMMON STOCK

The validity of the Common Stock offered hereby will be passed upon for the
Company by L. Steven Goldblatt acting in his capacity as general counsel of the
Company. Mr. Goldblatt is also the Company's president and chief executive
officer as well as a director and significant shareholder. See "Security
Ownership"

EXPERTS

The financial statements of the Company, as of December 31, 1999 included
in the registration statement of which this prospectus forms a part have been
audited by Rubin, Brown Gornstein, & Company, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

MORE INFORMATION

The Company has filed a registration statement on Form S-1 with the
Securities and Exchange Commission, or SEC, for the common stock offered in this
prospectus. This prospectus does not contain all of the information set forth
in the registration statement and exhibits and schedules thereto. For further
information with respect to the Company and its common stock, make reference to
the registration statement and to the exhibits and schedules filed therewith.
Statements contained in this prospectus as to the contents of any contract or
any other document referred to are not necessarily complete, and in each
instance, reference is made to the copy of such contract or other document filed
as an exhibit to the registration statement, each such statement being qualified
in all respects by such reference. A copy of the registration statement may be
inspected by anyone without charge at the SEC's principal office in Washington,
D.C., and copies of all or any part of the registration statement may be
obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of certain fees prescribed by the SEC.
Please call the SEC at 800-SEC-0330 for further information on the operation of
the public reference rooms. The SEC maintains a web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC. The address of the web site is
http://www.sec.gov. Upon completion of the offering, the Company will be
---------
subject to the information reporting requirements of the Securities Exchange Act
of 1934, as amended and, in accordance therewith, will file reports, proxy
statements and other information with the SEC.

37
<PAGE>
The Company intends to furnish its stockholders with annual reports
containing financial statements audited by our independent public accountants
and quarterly reports for the first three fiscal quarters of each fiscal year
containing unaudited interim financial information.

EXECUTED under penalty of perjury this 3rd day of March, 2000.

IPOConnection.com, Inc.,
a Washington corporation

By: L. STEVEN GOLDBLATT
-----------------------
L. STEVEN GOLDBLATT
President

38
<PAGE>
INDEX TO APPENDIX

1. Articles of Incorporation of IPOConnection.com, Inc., as amended;
2. Resolution Authorizing Registration of Shares;
3. By-laws of IPOConnection.com, Inc.;
4. Kenny Securities Corporation Investment Banking Services Agreement;
5. Opinion of Counsel.

CONTENTS
- -------------------------------------------------
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT. . . . . . . . 1

FINANCIAL STATEMENTS

Balance Sheet . . . . . . . . . . . . . . . 2

Statements Of Loss And Stockholders' Equity 3

Statement Of Cash Flows . . . . . . . . . . 4

Notes To Financial Statements . . . . . . . 5
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors
IPO Connection, Inc.
(A Development Stage Company)
St Louis, Missouri

We have audited the accompanying balance sheet of IPO Connection Inc. (A
Development Stage Company) as of December 31, 1999, and the related statements
of loss, stockholders' equity and cash flows for the period beginning December
29, 1999 and ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IPO Connection, Inc. (A
Development Stage Company) as of December 31, 1999, and the results of its
operations and its cash flows for the period then ended, in conformity with
generally accepted accounting principles.

/S/ Rubin, Brown, Gornstein & Co. LLP
--------------------------------------
Rubin, Brown, Gornstein & Co. LLP

February 2, 2000

F-2
<PAGE>
<TABLE>
<CAPTION>
IPO CONNECTION, INC.
(A DEVELOPMENT STAGE COMPANY)
- --------------------------------------------------------------------------------
BALANCE SHEET
DECEMBER 31, 1999

ASSETS

<S> <C>
ASSETS
Cash and cash equivalents. . . . . . . . . . . . . . . . $10,002
==========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Accrued expenses . . . . . . . . . . . . . . . . . . . . $ 195
----------

STOCKHOLDERS' EQUITY

Common stock:

Authorized 11,000,000 shares of no par value; issued

and outstanding 10,000 shares. . . . . . . . . . . . 10,000

Deficit accumulated during the development stage . . . . (193)
----------

TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . 9,807
----------

$10,002
==========
</TABLE>

See the accompanying notes to financial statements. F-3
<PAGE>
<TABLE>
<CAPTION>
IPO CONNECTION, INC.
(A DEVELOPMENT STAGE COMPANY)
- --------------------------------------------------------------------------------
STATEMENTS OF LOSS AND STOCKHOLDERS' EQUITY
FOR THE PERIOD BEGINNING DECEMBER 29, 1999 AND
ENDED DECEMBER 31, 1999

STATEMENT OF LOSS

<S> <C>

REVENUES

Interest income . . . . . . . . . $ 2

OPERATING EXPENSES. . . . . . . . 195
--------

NET LOSS. . . . . . . . . . . . . $ (193)
========

STATEMENT OF STOCKHOLDERS' EQUITY

BALANCE - BEGINNING OF PERIOD . . $ -

ISSUANCE OF COMMON STOCK. . . . . 10,000

NET LOSS. . . . . . . . . . . . . (193)
--------

BALANCE - END OF PERIOD . . . . . $ 9,807
========
</TABLE>

See the accompanying notes to financial statements. F-4
<PAGE>
<TABLE>
<CAPTION>
IPO CONNECTION, INC.
(A DEVELOPMENT STAGE COMPANY)
- --------------------------------------------------------------------------------
STATEMENT OF CASH FLOWS
FOR THE PERIOD BEGINNING DECEMBER 29, 1999 AND
ENDED DECEMBER 31, 1999

<S> <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss. . . . . . . . . . . . . . . . . . . . $ (193)

Adjustments to reconcile net loss to net cash

provided by operating activities:

Change in assets and liabilities:

Increase in accrued expenses. . . . . . . . . . 195
----------

NET CASH PROVIDED BY OPERATING ACTIVITIES . . . 2

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock. . . . . 10,000
----------

NET INCREASE IN CASH AND CASH EQUIVALENTS . . . 10,002

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

CASH AND CASH EQUIVALENTS - END OF PERIOD . . . $10,002
==========
</TABLE>

See the accompanying notes to financial statements. F-5
<PAGE>
IPO CONNECTION, INC.
(A DEVELOPMENT STAGE COMPANY)
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES AND ASSUMPTIONS

Management uses estimates and assumptions in preparing financial
statements. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported expenses.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents represent cash and short-term investments with
original maturities of three months or less.

2. OPERATIONS

IPO Connection, Inc. was formed on December 29, 1999 to provide investment
banking services, attempting to take advantage of the cost and marketing
efficiencies offered by the internet through its web site
"www.IPOConnection.com." In addition to underwriting securities offerings
utilizing a Dutch Auction process, IPO Connection, Inc. will offer investor
relations services, financing, and investment banking services for private
transactions. The Company has been in the development stage since its
formation.

F-6
<PAGE>

AMENDED
ARTICLES OF INCORPORATION

IPO CONNECTION, INC.

The undersigned, desiring to form a corporation for profit under the
General Corporation Law of Washington 23B.02 RCW, does hereby certify:

FIRST: The name of the corporation is IPOConnection.com, Inc.

SECOND: The purpose of which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under the General
Corporation Law of Washington.

THIRD: Common Shares.
---------------

The number of shares which the Corporation is authorized to have
outstanding is 11,000,000, as follows:

11,000,000 common shares ("Common Shares") without par value.

Section 1. Voting Rights. Each Common Share shall entitle the
----------- --------------
holder thereof to vote on each matter submitted to a vote of shareholders of the
Corporation.

Section 2. Dividends. The holders of Common Shares shall be
----------- ---------
entitled to receive dividends out of funds legally available therefor at such
times and in such amounts as the Board of Directors may determine in its sole
discretion.

Section 3. Liquidation. Upon the dissolution, liquidation or
----------- -----------
winding up of the Corporation, whether voluntary or involuntary, the assets of
the Corporation available for distribution to the holders of Common Shares shall
be distributed ratably to all holders of Common Shares.

FOURTH: Limitation of Directors' and Officers' Liability.
-----------------------------------------------------

Subject to Washington law, the directors and officers of the company will
not be personally liable for monetary damages to the Company or its stockholders
for breaches of its fiduciary duty as a director or officer, unless the director
or officer acted in bad faith, knowingly or intentionally violated the law,
personally gained a financial profit or other advantage to which the director or
officer was not entitled, or violated federal securities law.

1
<PAGE>

FIFTH: Indemnification.
---------------

Subject to Washington law, and subject to the provisions of the foregoing
Article, the Corporation agrees to indemnify and hold harmless its officers and
directors from any and all manner, nature and extent of loss, damage or harm.

IN WITNESS WHEREOF, the undersigned has signed these Articles of
Incorporation on this 29th day of December, 1999. Effective12-30-99-Amended
2-25-00.

/S/ L. Steven Goldblatt, Incorporator
----------------------------------------
L. Steven Goldblatt, Incorporator

2
<PAGE>
IPOCONNECTION.COM, INC.
RESOLUTION AUTHORIZING ISSUANCE OF SHARES

COMES NOW IPOConnection.com, Inc. by way of a regular meeting of the Board
of Directors on February 26, 2000 and makes the following resolutions:

The Board of Directors of the Company authorizes the Company to register
One Million, One Hundred Thousand (1,100,000) shares of the Company with the
Securities and Exchange Commission by filing a Form S-1 with the Commission and
paying all necessary fees. Further the Board of Directors has authorized the
filing of Forms U-1 and U-2 with the appropriate regulatory authorities of each
state to comply with applicable Blue Sky laws.

I, Lloyd R. Abrams, Secretary of the Corporation, does hereby certify that
the above is a true and correct statement of the resolution unanimously approved
by the Board of Directors on February 26, 2000 and affix the corporate seal
hereto

DATED: February 26, 2000.

[SEAL] IPOConnection.com, Inc.

By: /S/ Lloyd R. Abrams
----------------------
Lloyd R. Abrams
Secretary

<PAGE>

BYLAWS
OF
IPO CONNECTION.COM, INC.

ARTICLE I
SHAREHOLDERS

SECTION 1. ANNUAL MEETING. An annual meeting shall be held once each calendar
--------------
year for the purpose of electing directors and for the transaction of such other
business as may properly come before the meeting. The annual meeting shall be
held at the time and place designated by the Board of Directors from time to
time.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
-----------------
requested by the President, the Board of Directors, or the holders of a majority
of the outstanding voting shares.

SECTION 3. NOTICE. Written notice of all shareholder meetings shall be
------
provided under this section or as otherwise required by law. The Notice shall
state the place, date, and hour of meeting, and if for a special meeting, the
purpose of the meeting. Such notice shall be mailed to all shareholders of
record at the address shown on the corporate books, at least 10 days prior to
the meeting. Such notice shall be deemed effective when deposited in ordinary
U.S. mail, properly addressed, with postage prepaid.

SECTION 4. PLACE OF MEETING. Shareholders meetings shall be held at the
------------------
corporation's principal place of business unless otherwise stated in the notice.

SECTION 5. QUORUM. A majority of the outstanding voting shares, whether
------
represented in person or by proxy, shall constitute a quorum at a shareholders
meeting. In the absence of a quorum, a majority of the represented shares may
adjourn the meeting to another time without further notice. If a quorum is
represented at an adjourned meeting, any business may be transacted that might
have been transacted at the meeting as originally scheduled. The shareholders
present at a meeting represented by a quorum may continue to transact business
until adjournment, even if the withdrawal of some shareholders results in
representation of less than a quorum.

SECTION 6. INFORMAL ACTION. Any action required to be taken, or which may be
----------------
taken, at a shareholders meeting, may be taken without a meeting and without
prior notice if a consent in writing, setting forth the action so taken, is
signed by the shareholders who own all of the shares entitled to vote with
respect to the subject matter of the vote.

<PAGE>
ARTICLE II
DIRECTORS

SECTION 1. NUMBER OF DIRECTORS. The corporation shall be managed by a Board of
-------------------
Directors consisting of 3 director(s).

SECTION 2. ELECTION AND TERM OF OFFICE. The directors shall be elected at the
---------------------------
annual shareholders meeting. Each director shall serve a term of 1 year(s), or
until a successor has been elected and qualified.

SECTION 3. QUORUM. A majority of directors shall constitute a quorum.
------

SECTION 4. ADVERSE INTEREST. In the determination of a quorum of the
-----------------
directors, or in voting, the adverse interest of a director shall not disqualify
the director or invalidate his or her vote.

SECTION 5. REGULAR MEETING. An annual meeting shall be held, without notice,
----------------
immediately following and at the same place as the annual meeting of the
shareholders. The Board of Directors may provide, by resolution, for additional
regular meetings without notice other than the notice provided by the
resolution.

SECTION 6. SPECIAL MEETING. Special meetings may be requested by the
----------------
President, Vice-President, Secretary, or any two directors by providing five
days' written notice by ordinary United States mail, effective when mailed.

SECTION 7. INFORMAL ACTION. Any action required to be taken at a meeting of
----------------
directors, or any action which may be taken at a meeting of directors or of a
committee of directors, may be taken without a meeting if a consent in writing
setting forth the action so taken, is signed by all of the directors or all of
the members of the committee of directors, as the case may be.

SECTION 8. REMOVAL / VACANCIES. A director shall be subject to removal, with
--------------------
or without cause, at a meeting of the shareholders called for that purpose. Any
vacancy that occurs on the Board of Directors, whether by death, resignation,
removal or any other cause, may be filled by the remaining directors. A
director elected to fill a vacancy shall serve the remaining term of his or her
predecessor, or until a successor has been elected and qualified.

SECTION 9. COMMITTEES. To the extent permitted by law, the Board of Directors
----------
may appoint from its members a committee or committees, temporary or permanent,
and designate the duties, powers and authorities of such committees.

<PAGE>
ARTICLE III
OFFICERS

SECTION 1. NUMBER OF OFFICERS. The officers of the corporation shall be a
--------------------
President, one or more Vice-Presidents (as determined by the Board of
Directors), a Secretary, and a Treasurer. Two or more offices may be held by
one person.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers shall be elected annually
---------------------------
by the Board of Directors at the first meeting of the Board of Directors
following the annual meeting of the shareholders. Each officer shall serve a
one year term or until a successor has been elected and qualified.

SECTION 3. REMOVAL OR VACANCY. The Board of Directors shall have the power to
------------------
remove an officer or agent of the corporation. Any vacancy that occurs for any
reason may be filled by the Board of Directors.

ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The corporation shall not have a corporate seal. All instruments that are
executed on behalf of the corporation which are acknowledged and which affect an
interest in real estate shall be executed by the President or any Vice-President
and the Secretary or Treasurer. All other instruments executed by the
corporation, including a release of mortgage or lien, may be executed by the
President or any Vice-President. Notwithstanding the preceding provisions of
this section, any written instrument may be executed by any officer(s) or
agent(s) that are specifically designated by resolution of the Board of
Directors.

ARTICLE V
AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the Board of Directors or the
shareholders by a majority of a quorum vote at any regular or special meeting;
provided however, that the shareholders may from time to time specify particular
provisions of the bylaws which shall not be amended or repealed by the Board of
Directors.

ARTICLE VI
INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her
position as a director or officer of this corporation shall be indemnified and
held harmless by the corporation to the fullest extent authorized by law as it
now exists or may subsequently be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to
provide broader indemnification rights).

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CERTIFICATION

I certify that the foregoing is a true and correct copy of the bylaws of the
above-named corporation, duly adopted by the incorporator(s) on February 25,
2000.

/S/ Lloyd Abrams, Secretary
------------------------------
Lloyd Abrams, Secretary

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FINAL CHECKLIST FOR CORPORATE BYLAWS
FOR: IPO CONNECTION.COM, INC.
MARCH 02, 2000

MAKE IT LEGAL
- ---------------

_____ When the Bylaws have been completed the bylaws should be signed by the
corporate secretary who is elected by the initial directors (or the
incorporator(s)). The bylaws should be dated and signed after the initial
directors (or incorporator(s)) have considered and approved the content of the
bylaws.

COPIES
- ------

____ The original signed bylaws should be placed into the corporate records
book, which can be simply a 3-ring notebook designated for that
purpose.

_____ A copy of this document should be kept off-sight in a safe location.

OTHER INFORMATION
- ------------------

* The corporation begins its existence when the Secretary of State files the
Articles. Adopting bylaws is also necessary. However, there is an additional
step which must be taken to complete the organization: An "organizational
meeting" of the incorporators (or the initial directors, if they were named in
the Articles) must be held. Alternatively, such incorporators (or initial
directors, if named) can sign an "Organizational Consent" without a meeting.

REASONS TO UPDATE
- -------------------

* Change or correct a provision in the bylaws before they are adopted.

* Update or correct the location analysis.

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OPINION OF COUNSEL

The undersigned has reviewed all matters in connection with the
incorporation of IPOConnection.com and registration of the company under the
Securities Act of 1933 including the exhibits filed herein. The corporation is
in good standing in the State of Washington. The articles of incorporation,
bylaws, and minutes of the company comply in all respects with the laws of the
State of Washington its place of incorporation.

The Board of Directors of the Company has authorized the company to
register One Million, One Hundred Thousand (1,100,000) shares of the company
with the Securities and Exchange Commission by filing a Form S-1 with the
Commission and paying all necessary fees. Further the Board of Directors has
authorized the filing of Forms U-1 and U-2 with the appropriate regulatory
authorities of each state to comply with applicable Blue Sky laws.

Further the undersigned has reviewed the Registration Statement and the
attachments thereto and finds that all are in compliance with the Securities Act
of 1933 and the regulations and rules promulgated thereby.

By expressing the foregoing opinions concerning the legal status of the
Corporation and Registration Statement, the undersigned is expressing no opinion
as to the merits of the offering, its suitability as an investment or making any
recommendation to purchase such securities.

DATED this 3rd day of March, 2000 at St. Louis, Missouri.

/S/ L. STEVEN GOLDBLATT
--------------------------
L. STEVEN GOLDBLATT
Attorney at Law
IPOConnection.com, President

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