PETSVETSANDYOU COM INC, SB-2/A, 2000-11-16

PETSVETSANDYOU COM INC
SB-2/A, 2000-11-16
BUSINESS SERVICES, NEC

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<PAGE> 1

REGISTRATION NO. 333-44036

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1 TO

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

PETSVETSANDYOU.COM, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

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<TABLE>
<S> <C> <C>
FLORIDA 5999 59-3619483
-------------------------------- ---------------------------- -----------------------
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

JAMES J. CARLSTEDT
C/O PETSVETSANDYOU.COM, INC.
10919 N. DALE MABRY HIGHWAY
TAMPA, FLORIDA 33618
(813) 960-5601
(ADDRESS OF PRINCIPAL PLACE OF BUSINESS AND NAME, ADDRESS
AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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

PLEASE ADDRESS A COPY OF ALL COMMUNICATIONS TO:

R. REID HANEY, ESQ.
KALISH & WARD, P.A.
101 E. KENNEDY BLVD., SUITE 4100
TAMPA, FLORIDA 33602
TELEPHONE NO. (813) 222-8700
TELECOPIER NO. (813) 222-8701

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]

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

<PAGE> 2

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

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

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SHARE OFFERING PRICE (1) FEE(2)
--------------------------------------- ------------ --------- ------------------ ------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.001
per share 23,100,000 $1.25 $28,875,000 $7,623

Preferred Stock, par value $.001 per 7,000,000 $1.25 $ 8,750,000 $2,310
share

Warrants to purchase shares of Class A
Common Stock 2,100,000 $0.00 $ 0.00 $ 0.00
</TABLE>

(1) Pursuant to Rule 416, additional securities as may be issued pursuant
to the anti-dilution provisions of the warrants including the securities
comprising a portion thereof, are also being registered.

(2) Previously paid.

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

<PAGE> 3

SUBJECT TO COMPLETION DATED 2000
------------,
PRELIMINARY PROSPECTUS

[LOGO] PETSVETSANDYOU.COM, INC.

35,000 UNITS, EACH CONSISTING OF 600 SHARES OF CLASS A COMMON STOCK
AND 200 SHARES OF PREFERRED STOCK
2,100,000 WARRANTS TO PURCHASE CLASS A COMMON STOCK

This is an initial public offering of 35,000 units of
PetsVetsandYou.com, Inc. Only veterinarians are eligible to purchase units in
this offering. Each unit consists of 600 shares of Class A common stock and 200
shares of preferred stock. Investors meeting certain requirements as to the
timing of their purchase will also receive non-redeemable warrants to purchase
up to an additional 60 shares of Class A common stock for each unit purchased.
The warrants will be exercisable during the period during which the registration
statement relating to this offering is effective, which period is anticipated to
be approximately 18 months. Thereafter, the warrants will be exercisable only at
such times as a registration statement relating to the warrants is effective. In
any event, the warrants will terminate and no longer be exercisable as of the
fifth anniversary of the date of this prospectus.

Prior to this offering, no public market for the units, or for the
common stock or preferred stock making up the units, or for the warrants,
exists. No application is being made to any national securities exchange, the
Nasdaq Stock Market or any other trading medium in connection with this
offering, and we cannot guarantee that any such market will develop. The
offering price for the units will be $1,000.00 per unit ($1.25 per share of
Class A common stock and $1.25 per share of preferred stock), with no value
being given to the warrants.

THIS INVESTMENT IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK AND SUBSTANTIAL
DILUTION. THE RISKS ARE DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON
PAGE 4 AND THE DILUTIVE EFFECTS ARE DESCRIBED ON PAGE 19 AND PAGE 47.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PROCEEDS TO
UNDERWRITING DISCOUNTS PETSVETSANDYOU.
OFFERING PRICE AND COMMISSIONS COM, INC.
-------------- ---------------------- ---------------
<S> <C> <C> <C>
Per Unit $ 1,000 $-0- $ 1,000
Total 35,000,000 $-0- $35,000,000
</TABLE>

We are offering the units directly, without the use of an underwriter,
on a direct participation basis with a minimum offering amount of only 500 units
and a maximum offering amount of 35,000 units. We must sell the minimum amount
of units if any are sold. All amounts received will be held in escrow by The
Bank of Tampa, as escrow agent, until the minimum offering amount has been
obtained. Upon release of funds by the escrow agent, we may use all such
proceeds and any future proceeds from the offering in our discretion. We will
offer the units on a continuous basis until the earlier of (i) the sale of all
units being offered or (ii) 18 months from the effective date of our
registration statement. We can make no guarantees as to the number of units that
will be sold, as to whether our securities will ever be quoted on any securities
market or quotation medium or that any market for our securities will ever
develop.

We intend to accept online subscriptions that will be paid for using
certain major credit cards. The above table does not reflect the possible
reduction in net proceeds to us as a result of fees we may be required to pay to
credit card issuers. We believe those fees will average approximately 3.5% of
the amount of each subscription paid through a credit card.

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

THE DATE OF THIS PROSPECTUS IS ,2000

<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary............................................................................................... 1

The Offering..................................................................................................... 2

Summary Financial Data........................................................................................... 3

Risk Factors..................................................................................................... 4

Risks Related to our Business................................................................................. 4

Risks Related to Our Industry................................................................................. 8

Risks Related to This Offering................................................................................ 13

Cautionary Note Regarding Forward-Looking Statements............................................................. 16

Use of Proceeds.................................................................................................. 16

Dividend Policy.................................................................................................. 17

Determination of Offering Price.................................................................................. 18

Capitalization................................................................................................... 18

Dilution......................................................................................................... 19

Plan of Operation................................................................................................ 20

Description of the Business...................................................................................... 22

Management....................................................................................................... 43

Principal Shareholders........................................................................................... 45

Certain Transactions............................................................................................. 46

Description of Securities........................................................................................ 47

Plan of Distribution............................................................................................. 53

Market for Our Common Equity and Related Shareholder Matters..................................................... 55

Organization Within Last Five Years.............................................................................. 55

Interests of Named Experts and Counsel........................................................................... 55

Changes and Disagreements With Accountants....................................................................... 55

Legal Matters.................................................................................................... 56

Experts.......................................................................................................... 56

How to Get More Information...................................................................................... 56

Financial Statements............................................................................................. F-1
</TABLE>

i
<PAGE> 5

DEALER PROSPECTUS DELIVERY OBLIGATIONS

UNTIL __________ (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

ii
<PAGE> 6

PROSPECTUS SUMMARY

This summary is not complete and does not contain all the information that you
should consider before investing in the units. You should read the entire
prospectus carefully, especially the risks of purchasing our securities
discussed under "Risk Factors." Reference in this prospectus to "we," "our,"
and "us" or to the "Company" refer to PetsVetsandYou.com, Inc.

OUR BUSINESS

We are a development stage company formed by our founders, James J.
Carlstedt, Svetlana (Lana) P. Colby, Neil L. Colby and Eduardo (Eddie) Garcia,
D.V.M. In this prospectus, we will sometimes refer to these individuals
collectively as our "founders" or, along with Seth A. Maloff, as our "management
team" or simply "management." We plan to provide goods and services to two
distinct but highly interrelated constituencies--veterinarians and pet owners.
Our objective is to provide veterinarians with professional and practice-related
services, consisting of a veterinary products buying group, Web site hosting and
staff training, and to offer pet owners a comprehensive pet supply Web store and
a Web site that contains timely and relevant pet care information and
educational content.

OUR OFFICES

Our principal office is located at 10919 North Dale Mabry Highway,
Tampa, Florida 33618, and our telephone number is (813) 960-5601. Our Web site,
which is still under initial development, can be accessed at
"www.petsvetsandyou.com." or "www.pvy.com." This Prospectus will be available on
our Web site; however, other information on our Web site is not a part of this
Prospectus.

USE OF TRADEMARKS IN THIS PROSPECTUS

The marks "PetsVetsandYou," "PetsVetsandYou.com," "PVY" and the
"PetsVetsandYou" logos are trademarks of PetsVetsandYou.com, Inc. All other
brand names or trademarks appearing in this prospectus are the property of their
respective holders. Our use or display of other parties' trademarks, trade dress
or products is not intended to and does not imply any relationship with, or
endorsement or sponsorship of, PetsVetsandYou.com by the trademark or trade
dress owners. For purposes of this prospectus, the "TM" symbol and "(R)" symbol
are omitted from the text.

<PAGE> 7

THE OFFERING

<TABLE>
<S> <C>
Securities offered by us................................ 35,000 units, each consisting of 600 shares of Class
A common stock and 200 shares of preferred stock.
Investors subscribing within certain time periods (as
described below) will also receive warrants to
purchase up to 60 additional shares of the Class A
common stock for each unit purchased at a price of
$1.25 per share.

Common stock outstanding before this offering after this offering
-------------------- -------------------
Class A............................................ 720,300 21,720,300(1)
Class B............................................ 306,650 9,640,100(2)
Warrants outstanding to purchase Class A common
stock -0- 2,100,000(3)
Preferred stock outstanding 200,000 7,200,000(4)

--------------------------------------------------------
(1) Assuming all 35,000 units are sold, but that no
warrants are exercised during the offering period. Also
does not include shares that are issuable upon the
exercise of outstanding options.
(2) Includes shares issued pursuant to the Class B
common stock anti-dilution provisions of our articles of
incorporation.
(3) Assumes all units are sold within 45 days from the
date this offering becomes effective in each investor's
state of residency.
(4) Assuming all 35,000 units are sold.

Escrow Provisions....................................... Initially, all amounts received for subscriptions to the
offering will be held in escrow by The Bank of Tampa, as
escrow agent, until the minimum offering amount of
$500,000 has been obtained. At that time, the escrow
agent will release and transfer all subscription amounts
received to our account for our unrestricted use. All
offering amounts subsequently received by the escrow
agent will be immediately transferred to our account.
The Escrow Agreement between the escrow agent and us
gives us the right at any time to direct the escrow agent
to return subscription amounts to subscribers.

Eligibility to receive warrants......................... Warrants to purchase additional shares of Class A common
stock will be issued, along with the units, to investors
meeting eligibility
</TABLE>

2
<PAGE> 8

<TABLE>
<S> <C>
requirements to receive such warrants. The eligibility
criteria for receiving warrants in this offering are
as follows:

- Each investor purchasing units within 45 days of
the date the offering becomes effective in the
investor's state of residency will receive warrants
to purchase up to 60 shares for each unit purchased;
- Each investor purchasing units within 75 days of
the date the offering becomes effective in the
investor's state of residency will receive warrants
to purchase up to 30 shares for each unit purchased;
and
- Each investor purchasing units within 105 days of
the date the offering becomes effective in the
investor's state of residency will receive warrants
to purchase up to 18 shares for each unit purchased.

Investors not purchasing within the prescribed time period
will not be eligible to receive any warrants.
</TABLE>

SUMMARY FINANCIAL DATA

The following table shows summary financial data for
PetsVetsandYou.com, Inc. as of September 30, 2000. This data has been derived
from our audited financial statements, which are included in this prospectus.
Those financial statements and accompanying notes have been audited by Kirkland,
Russ, Murphy & Tapp, P.A., independent public accountants.

You should read the following summary financial data in conjunction
with "Use of Proceeds," "Plan of Operation and Description of Business," the
financial statements and accompanying notes and the other financial data
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
September 30, 2000 (actual)
---------------------------
<S> <C>
Total Assets........................................................ $803,343
Total Liabilities................................................... 297,684
Shareholders' Equity................................................ 505,659
Net Tangible Book Value............................................. 505,659
Net Tangible Book Value Per Share (common and preferred)............ 0.49
</TABLE>

3
<PAGE> 9

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED
BELOW AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE DECIDING TO
PURCHASE OUR UNITS.

RISKS RELATED TO OUR BUSINESS

WE HAVE NO OPERATING HISTORY, MATERIAL ASSETS OR REVENUES, AND YOU
COULD LOSE ALL OF YOUR INVESTMENT IF WE ARE UNABLE TO IMPLEMENT OUR BUSINESS
PLAN.

We are a development-stage company, and since our inception we have not
conducted any business operations, have generated no operating revenues and have
incurred significant expenses. We have no current operations or customers and do
not anticipate commencing any business operations until the fall or winter of
2001 at the earliest. We cannot guarantee that our business models and
strategies are valid, that we will be able to successfully execute our business
strategies or manage our operations effectively, or that we will be able to
conduct operations profitably or successfully. We may not be able to accurately
predict the levels of future revenues or expenses, and the failure to do so
could cause cash flow and related financial difficulties and otherwise have a
severe negative impact on our business, results of operations and financial
condition. Further, while the members of our current management team have
varying degrees of business and management experience other than in connection
with our company, they have not worked together previously on any significant
business operation of this nature, including any e-commerce or other
Internet-based business or enterprise. Many factors will likely have a material
effect on our operating results. Because we have not yet had any meaningful
operations, we cannot determine if our business plan or the execution of our
business plan will adequately deal with such factors. Some of those factors
include:

- veterinarian shareholder loyalty and active participation in
the marketing and promotion of our business;
- veterinarian shareholder utilization of and participation in
our services and activities such as our buying group, web
hosting and staff training services;
- our ability to continuously meet veterinarian expectations
relating to the type and quality of products and services we
provide;
- the success of our brand building and marketing strategy;
- the availability of alternative sources for veterinary
services, both online and otherwise;
- our ability to scale our response to the demand for all of our
products and services;
- the announcement or introduction of new sites, services and
products by competitors in all phases of our business;
- price competition in all categories of our products and
services;
- the level of use of the Internet and online services both by
pet owners and veterinarians;
- the amount and timing of operating costs and capital
expenditures relating to the development and expansion of our
business, operations and infrastructure; and
- consumer trends and popularity of certain categories of
products.

4
<PAGE> 10

IF OUR VETERINARIAN SHAREHOLDERS CHOOSE NOT TO BE ACTIVELY INVOLVED AND
PARTICIPATE IN OUR MARKETING AND BRAND-BUILDING EFFORTS, IT WILL HAVE A SEVERE
NEGATIVE IMPACT ON OUR ABILITY TO GENERATE REVENUES.

One of the core elements of our business model and overall strategy is
the direct and significant involvement and participation of our veterinarian
shareholders through utilization of the veterinary services available from us,
their promotion of those services to other veterinarians, and their promotion of
our Web site and Web store to their clients and the general public. For this to
happen, our veterinarian shareholders must utilize the buying group, Web hosting
and staff training services on a regular and significant basis.

Further, if we do not establish our brand name and develop customer and
veterinarian loyalty relatively quickly for our Web site, we may lose the
opportunity to build a critical mass of retail customers and veterinary services
users. However, if our veterinarian shareholders do not participate in our
business through utilization of services, contribution of time and talents, and
promotion to clients and the general public, our services likely will not be
utilized to the degree necessary to make us financially successful.

OUR BUYING GROUP MAY NOT BE FORMED FOR A SIGNIFICANT PERIOD OF TIME
AFTER THE OFFERING COMMENCES, WHICH COULD HAVE A SEVERE NEGATIVE IMPACT ON OUR
CASH FLOW AND OVERALL FINANCIAL CONDITION.

Our planned veterinary products buying group, which we believe will be
a very important aspect of our business, has not yet been formed. We are
currently seeking a strategic relationship with a third party to provide buying
group services to our veterinarian shareholders and possibly other
veterinarians. Until we determine whether or not such a relationship will be
entered into, we cannot finalize our business plan with respect to the buying
group portion of our business. If we are not able to find a strategic
relationship, it will take a significant amount of time to establish a buying
group "from the ground up," and we cannot guarantee that we can be successful in
developing a buying group in such a manner. We do not know when our buying group
services will be available through our Web site, what pricing and other features
may be, what products will be available or when the buying group will be
available to our shareholders. Failure to establish a strategic relationship or
to quickly build our own buying group will have serious adverse effects on our
veterinary services business.

IF WE ARE UNABLE TO COMPLETE CONSTRUCTION OF THE WEB SITE QUICKLY
ENOUGH, IT WILL LIKELY HAVE A SEVERE NEGATIVE IMPACT ON OUR REVENUES AND OUR
ABILITY TO SUCCESSFULLY IMPLEMENT OUR BUSINESS PLAN.

Our Web site is still in the early stages of development and not yet
capable of providing the consumer and veterinary products and services that we
contemplate providing. Web site development is ongoing, but we anticipate not
being able to offer any services until the fall or winter of 2001, and then only
on a limited basis. We anticipate that the Web store will not open until the
fourth quarter of 2001. There is also a high degree of risk and uncertainty
associated with completing the development work consistent with our expectations
for schedule, cost, and capability, and a number of factors could slow or
interrupt development of the Web site. Delays in completing our Web site will
cause delays in implementing our business plan, which will delay our timetable
for becoming operational and generating revenues, whether from retail sales of
pet

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products or delivering services to veterinarians. The longer it takes us to
become operational and begin generating revenues, the more likely we are to
exhaust our working capital. Because e-commerce is rapidly changing and highly
competitive, our failure to timely implement our business plan and generate
revenues will likely place us at a significant disadvantage to many of our
competitors and have other material adverse effects on our business.

IF CONSUMERS DO NOT USE OUR WEB SITE TO PURCHASE PET PRODUCTS, OUR
REVENUES WILL BE REDUCED AND OUR ABILITY TO BECOME PROFITABLE WILL BE ADVERSELY
AFFECTED.

We may not be able to attract potential customers who currently shop in
traditional retail stores to shop on our Web site. If they do visit the Web
site, they may choose only to browse our Web store and not actually purchase
products. Furthermore, we may incur significantly higher and more sustained
advertising and promotional expenditures than we currently anticipate to attract
online shoppers to our Web store and to convert them to purchasing customers. As
a result, we may not be able to achieve profitability, and even if we are
successful at attracting online customers, we expect it will take several years
to build a critical mass of these customers.

FAILURE TO COMPLETE OUR PLANS FOR AND TO TIMELY CONSTRUCT OUR
DISTRIBUTION SYSTEMS AND FACILITIES WILL ADVERSELY AFFECT OUR ABILITY TO
GENERATE REVENUES.

Our distribution system for consumer pet products to be offered through
our online pet store is still in the early planning stages. Our business plan
has been modified to push development of our Web store well into 2001, and we
anticipate that the Web store will not open until late 2001; accordingly, plans
for this system will likely not be finalized for some time. With respect to the
distribution system for our buying group, development of those plans is also in
the very early stages and the further development of those plans will be
affected by the outcome of our current discussions with a third party to form a
strategic relationship in this area.

IF VETERINARIANS DO NOT WANT AND DO NOT UTILIZE THE SERVICES WE PLAN TO
PROVIDE, OUR BUSINESS WILL LIKELY FAIL.

Although we believe the veterinary community wants and needs the three
primary services we plan to offer, namely web hosting, a buying group, and staff
training and education, we cannot guarantee that they actually will utilize
these services. Factors such as our failure to meet veterinarian expectations or
industry standards, as well as a number of others, could cause veterinarians not
to use the services we are providing. This would have a very serious negative
impact on our business.

IF WE ARE UNABLE TO DEVELOP AND MAINTAIN STRONG RELATIONSHIPS WITH
SUPPLIERS AND OBTAIN SUFFICIENT QUANTITIES OF QUALITY MERCHANDISE ON ACCEPTABLE
COMMERCIAL TERMS, IT WILL HAVE A SEVERE NEGATIVE IMPACT ON OUR BUSINESS.

We have been in contact and had limited preliminary discussions with
suppliers and vendors of veterinary supplies and pet products about establishing
relationships with one or more of those parties; however, we have no formal
relationships or agreements with any of those parties and we cannot guarantee
that such relationships can be developed or maintained. Substantial veterinarian
involvement in the buying group and significant purchase volume in our pet
product Web store will

6
<PAGE> 12

be very important in trying to establish buying power and other economies of
scale that will make a supplier relationship attractive for the vendors and
economically sound for us.

IF ANY OF OUR KEY MANAGEMENT PERSONS LEAVE US, WE MAY NOT BE ABLE TO
SUCCESSFULLY EXECUTE OUR BUSINESS PLAN, WHICH WILL HAVE A SEVERE NEGATIVE
IMPACT ON OUR BUSINESS.

We will continue to rely heavily on the service and performance of a
very small number of management personnel. The ideas and concepts underlying our
business plan and proposed operations and objectives were in large part
developed (and continue to be developed) by our current management team.
Further, decisions with respect to all aspects of our development and operations
will be made by them. Our success largely will depend on their judgment and
abilities. None of the members of our management team has had any significant
involvement or experience in the pet supply business or any online or e-commerce
related business. None of our management team is currently bound by an
employment agreement, and any of them could leave without notice. The loss of
the services of one or more of these key management persons would likely have a
severe negative impact on our business development and prospects. We have no
"key person" life insurance covering any of the founders or other key personnel.
If such insurance is acquired, we cannot guarantee that such coverage will be
adequate to fully cover any actual losses we may suffer.

IF WE CANNOT RECRUIT QUALITY PERSONS FOR CRITICAL MANAGEMENT
POSITIONS, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN, WHICH WILL HAVE A
SEVERE NEGATIVE IMPACT ON OUR BUSINESS.

We must recruit several critical management positions, including a
chief financial officer, one or more marketing and distribution/logistical
executives, and a technology/management information systems executive. We also
intend to continue to hire a significant number of additional personnel,
including software engineers, editorial and customer support personnel,
marketing personnel, and warehouse and operational personnel. Competition for
these types of individuals is very intense. We may not be able to attract,
assimilate or retain additional highly qualified personnel in the future. The
failure to attract, integrate, motivate and retain such additional employees
could seriously harm our business.

THE SPECIFIC POWERS OF THE VETERINARIAN ADVISORY BOARD, AND OF THE
VETERINARIAN SHAREHOLDERS IN GENERAL, WHILE LIMITED IN SCOPE, DO PLACE
RESTRICTIONS ON OUR ABILITY TO OPERATE OUR BUSINESS AND MAY RESTRICT OUR ABILITY
TO RAISE CAPITAL IN THE FUTURE.

Our Veterinarian Advisory Board has certain limited, but in some cases
significant, input into decisions that could have a material impact on our
business. We believe that this is, and will be viewed generally by our
veterinarian shareholders and others as, a positive aspect to our governance
structure. However, because of this structure, our board of directors and
management personnel may not be able to take actions regarding certain aspects
of our business, such as product strategies and implementation, that they may
believe are necessary. Accordingly, the Veterinarian Advisory Board's existence
or structure could adversely affect us by limiting management's flexibility and
making us less attractive to investors, thus inhibiting our ability to obtain
future financing.

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RISKS RELATED TO OUR INDUSTRY

WE WILL BE SUBJECT TO TREMENDOUS COMPETITION IN ALL ASPECTS OF OUR
BUSINESS AND OUR BUSINESS COULD FAIL OR BE SEVERELY RESTRICTED IF WE CANNOT MEET
COMPETITIVE CHALLENGES.

Veterinarian Services.

Veterinarian Products Buying Group. The veterinary
product distribution industry is intensely competitive, rapidly evolving and
subject to rapid technological change. We believe our competitors will have
comparable or superior product lines, technical experience and financial
resources. The organizations we will be competing with are known in the industry
and have substantial existing customer bases. The size and nature of our
competitors varies. Our competitors will include cooperatives sponsored by state
and local veterinary associations, veterinarian-based affinity groups,
incorporated buying groups, distributors and manufacturers. Some of these
competitors enjoy significant buying power and may be able to provide products
at a significantly lower price than we can and, perhaps, on an exclusive basis.
Many of our competitors will have significantly greater resources than ours, and
we may not be able to offer sufficient discounts to attract and maintain members
for our buying group.

Web Development and Hosting Services. Web site
development and hosting is a new, rapidly evolving, and intensely competitive
market. We expect competition to further intensify in the future. There are 3
major classes of competition: free sites, custom design/hosting companies, and
"standard" hosting companies.

In order to be successful in our Web hosting and design services
business, we will have to provide consistently high-quality design and reliable
hosting services at a competitive price, and also distinguish ourselves and our
services in the marketplace, especially with veterinarians. We cannot guarantee
that we will be able to do this successfully.

Staff Training and Educational Services. We will face
competition in the staff training and educational services sector primarily from
traditional "do-it-yourself" or self-instructional training methods, junior
colleges, community colleges and vocational schools, and from practice
management firms and consultants. Many veterinarians simply may not believe
staff training and education to be necessary for their practice. Others may
recognize the need for staff training but may not be comfortable, or their staff
may not be comfortable, with training in an online environment. If veterinarians
do not use this service, they may not develop the high level of loyalty to the
company that we believe is an important key to our success.

Online pet products, education and information.

Our online competitors are already in the market and
have great resources. There are many Internet providers of pet products and
services. Our online pet product competitors such as Petopia.com and
PetsMart.com are already established in the marketplace, have resources far
greater than ours, and have the current ability to stay in the marketplace for
an extended period of time. The combined resources of alliances between some of
our competitors will pose a significant challenge to us. Our resources are
negligible by comparison and, even if this

8
<PAGE> 14

offering is successful, we may never reach the necessary levels of funding and
development to compete with one, some or all of our competitors.

There is also significant competition from the
traditional "bricks and mortar" store based retailers and mail-order retailers.
We will face significant competition from these traditional retailers, which
include smaller, locally owned pet stores and large retailers, both specialty
and general, such as PetsMart, Petco Animal Supplies, Inc., Wal-Mart Stores,
Inc., Kmart Corporation, Target Stores, Inc., supermarkets, warehouse clubs such
as Costco Companies, Inc., and mail-order suppliers. These companies, which
include national, regional and local chains, have existed longer, have greater
financial resources, have established marketing relationships with leading
manufacturers and advertisers, and have long-established brand recognition among
customers. Business-to-consumer online commerce is still a relatively unproven
business model and has been questioned by some consumer retail and financial
experts. Many consumers "browse" the Internet but continue to do all or most of
their purchasing "in-person" at their local retailers. If we cannot generate
substantial revenues from our online pet supply store, our business could fail.

IF WE DO NOT RESPOND TO RAPID TECHNOLOGICAL CHANGES, OUR SERVICES COULD
BECOME OBSOLETE AND OUR BUSINESS WOULD BE SERIOUSLY HARMED.

Our failure to monitor and keep pace with industry standards for
delivery and implementation of technological advances relating to Internet-based
commerce may leave us at a competitive disadvantage and adversely affect our
business. Because we will depend on third-party vendors to provide us with data
storage and other technology services relating to our Web hosting activities and
our Web site generally, this will require us to closely monitor our vendors as
well as our internal operations in this area. The markets in which we will
compete are characterized by rapidly changing technology, evolving industry
standards, frequent new product and service announcements, introductions and
enhancements, and changing customer demands. Accordingly, we will be dependent
upon our ability to adapt to rapidly changing technologies, to adapt to evolving
industry standards and to continually improve our products and services and the
features and reliability of our Web site in response to both changing customer
demands and competitive product and service offerings. If we are unable to
successfully implement new technologies or adapt our Web store, technology and
systems to customer requirements or emerging industry standards. If we are
unable to do so, it could adversely impact our ability to build the
PetsVetsandYou.com brand and attract and retain customers.

GOVERNMENTAL REGULATION OF THE INTERNET AND DATA TRANSMISSION OVER THE
INTERNET MAY NEGATIVELY AFFECT OUR CUSTOMERS AND RESULT IN A DECREASE IN DEMAND
FOR OUR PRODUCTS AND SERVICES THAT WOULD CAUSE A DECLINE IN OUR SALES.

Our business may be governed by a variety of complex state and federal
laws and regulations. There are currently few laws and regulations directly
applicable to the Internet. However, due to the increasing popularity and use of
the Internet, and other online services, it is possible that a number of laws
and regulations may be adopted with respect to the Internet or online services
covering issues such as user privacy, freedom of expression, pricing, content
and quality of products and services, taxation, advertising, intellectual
property rights and information security. The adoption of any laws or
regulations that make use of the Internet more difficult or costly will likely
decrease the rate of growth of Internet use, which could decrease the

9
<PAGE> 15

demand for our services, increase the cost of doing business, or in some other
manner adversely affect our business.

Further, current or future legislation regarding the interstate
distribution of animal pharmaceuticals or other products and services we plan to
sell or provide could also cause a reduction in the products and services we may
provide in interstate commerce, which would have an adverse effect on our
business.

OUR BUSINESS COULD FAIL IF CONSUMERS ARE NOT WILLING TO PURCHASE PET
PRODUCTS OVER THE INTERNET INSTEAD OF THROUGH TRADITIONAL RETAILERS.

Because e-commerce and consumers' ability to obtain goods and services
over the Internet are still a relatively new development, there is a lack of
proven business models. Demand and market acceptance for recently introduced
services and products on the Internet are subject to a high level of
uncertainty, and there are few proven services and products. Particularly with
respect to us, the online market for pet products, information and services is
young and uncertain. The market is significantly less developed than the online
market for books, auctions, music, software, and numerous other consumer
products. If this market does not gain widespread acceptance, our business may
fail. Our success will depend, in part, on our ability and that of our
veterinarian shareholders to engage their pet-owner clients, consumers who have
historically purchased pet products through traditional retailers. In order for
us to be successful, many of these consumers must be willing to utilize new ways
of buying pet products. In addition, a substantial proportion of the consumers
who use our Web store may use our service because it is new and different rather
than because they believe it is a desirable way to purchase pet products. Such
consumers, even though referred to our Web store by a veterinarian, may use our
service only once or twice and then return to more familiar means of purchasing
these products.

IF WE FAIL TO SUCCESSFULLY DEAL WITH SUCH ON-LINE BUSINESS RISKS AS
SYSTEMS FAILURES, SERVICE INTERRUPTIONS, AND CAPACITY COMPLAINTS, WE WILL
EXPERIENCE ADVERSE PUBLICITY, LOSS OF REVENUES AND LOSS OF CONSUMER CONFIDENCE
AND LOYALTY.

Our success, and in particular our ability to successfully receive and
fulfill a high volume of orders for our products and services and provide high
quality customer service, also depends largely upon the efficient, uninterrupted
operation of our Web store, information and transaction processing systems, and
network infrastructure. Any future systems interruption that results in the
unavailability of our Web store or in reduced order fulfillment performance
could result in negative publicity, reduce the volume of goods sold and impair
the attractiveness of our Web store, which could negatively affect our revenues.
We may experience temporary system interruptions for a variety of reasons in the
future, including power failures, software bugs and large numbers of visitors
trying to reach our Web store during sales or other promotions. We may not be
able to correct a problem in a timely manner. Currently, our development and
management activities are located primarily at facilities we lease in Tampa,
Florida and in personal facilities of our management team. We do not yet know
who our data center vendor will be or where our data center will be located. Our
systems and operations are backed up regularly, but are vulnerable to damage or
interruption from fire, flood, hurricanes, or other Acts of God, power loss,
telecommunications failure, break-in, theft, computer viruses, and other matters
outside of our control. We do not have a formal disaster recovery plan and do
not carry

10
<PAGE> 16

sufficient business interruption insurance to compensate us for extended losses
we may incur. Furthermore, we cannot guarantee that the security mechanisms that
we and our suppliers use will prevent these problems. The occurrence of any of
the foregoing risks could have a material adverse effect on our business,
financial condition or results of operations.

IF WE CANNOT ADEQUATELY PROTECT OR UTILIZE OUR INTELLECTUAL PROPERTY,
OUR BUSINESS WILL BE ADVERSELY AFFECTED.

Because of the expansive nature of the Internet and consumer-oriented
e-commerce, building and protecting trademark and domain name recognition for
our Web site will be very important to our success. We intend to rely on a
combination of trademark, trade secret and copyright law and contractual
restrictions to protect our intellectual property. However, these afford only
limited protection.

Our competitors or others may attempt to copy aspects of our sales
formats or to obtain and use information that we regard as proprietary, such as
our content, trademarks and internally developed software. They may adopt
service names similar to ours, thereby impeding our ability to build brand
identity and possibly leading to customer confusion. In addition, there could be
potential trade name or trademark infringement claims brought by owners of other
registered trademarks or trademarks that incorporate variations of our trademark
applications. Any controversy or customer confusion related to our trademarks,
or our failure to obtain any trademark registration, would negatively affect our
business.

We currently hold the Internet domain names "petsvetsandyou.com,"
"petsvetsandyou.net," "petsvetsandyou.org," "petsvetsandyou.cc," "pvy.com" and
"pvy.org." Domain names generally are regulated by Internet regulatory bodies.
The regulation of domain names in the United States 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, we may not be able to acquire or maintain
the domain names in foreign countries where we may eventually conduct business
which utilize the terms "pets," "vets," "petsvetsandyou," or
"petsvetsandyou.com," or other domain names. Other entities have already
registered domain names utilizing the term "pets," which could cause consumer
confusion as well as impede our own ability to use "petsvetsandyou" in any
derivative form.

POTENTIAL LIABILITIES ARISING FROM SELLING CONSUMER GOODS AND PROVIDING
ONLINE INFORMATION CONTENT COULD SEVERELY HARM OUR FINANCIAL CONDITION AND
LIQUIDITY.

Because we plan to sell consumer products, we may be subject to product
liability claims resulting from injuries to persons and animals caused by the
products we sell. To the extent these claims are not covered by or are in excess
of our product liability insurance, a successful product liability claim could
harm our financial condition and liquidity. In addition, because we plan to post
product information and other content on our Web site and permit our customers
to place content on our bulletin board systems and in other areas of our Web
site, we may face potential liability for negligence, copyright, patent,
trademark, defamation, indecency and other claims based on the nature and
content of the materials that we post or permit our customers to post. Although
we maintain general liability insurance, our insurance may not cover potential
claims of this type or may not be adequate to indemnify us for all liability
that may be imposed.

11
<PAGE> 17

Any imposition of liability that is not covered by insurance or is in excess of
insurance coverage could harm our financial condition and liquidity.

THE IMPOSITION BY VARIOUS STATES AND OTHER JURISDICTIONS OF SALES OR
OTHER TAXES ON OUR PRODUCTS AND SERVICES COULD REDUCE OUR APPEAL TO CONSUMERS
AND REDUCE OUR REVENUES.

We may be required to collect sales or other similar taxes with respect
to goods sold or services provided through our Web site. However, one or more
states may seek to impose sales tax collection obligations on out-of-state
companies such as us that engage in or facilitate online commerce, and a number
of proposals have been made at state and local levels that would impose
additional taxes on the sale of goods and services through the Internet. Such
proposals, if adopted, could substantially impair the growth of e-commerce, and
could adversely affect our business.

Legislation limiting the ability of the states to impose taxes on
Internet-based transactions has been proposed in the United States Congress. In
1998, the U.S. government enacted legislation prohibiting states or other local
authorities from imposing new taxes on Internet commerce for a three-year
period, ending on October 1, 2001. The Federal Advisory Commission on
Electronic Commerce recently completed an evaluation of these issues and
recommended to Congress, and Congress passed, an extension on the moratorium
for an additional 5 years. We cannot guarantee that future laws will not impose
taxes or other regulations on Internet commerce, or that the moratorium will
not be repealed, or that it will be renewed when it expires, any of which
events could substantially impair the growth of electronic commerce.

We intend to open our initial distribution center in a state other than
Florida and, regardless of the outcome of the federal tax moratorium, we may be
required to collect sales or other similar taxes in respects of goods we sell
into that state, as well as Florida. A successful assertion by one or more
states or the federal government that we should collect further sales or other
taxes on the sales of our products could negatively affect our revenues and
business.

WE WILL RELY ON THIRD-PARTY CARRIERS FOR PRODUCT SHIPMENTS TO US AND
OUR CUSTOMERS, AND WE COULD LOSE CUSTOMERS IF THESE CARRIERS DO NOT ADEQUATELY
SERVE OUR NEEDS.

We will rely on third-party carriers for product shipments, including
shipments to and from our distribution facility. Therefore, we will be subject
to the risks, including employee strikes and inclement weather, associated with
such carriers' ability to provide delivery services to meet our shipping needs.
In addition, failure to deliver products to our customers in a timely manner
would damage our reputation and brand.

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<PAGE> 18

OUR BUSINESS COULD BE GREATLY HARMED IF WE FAIL TO PREVENT ONLINE
COMMERCE SECURITY BREACHES.

A significant barrier to online commerce and communications is the
secure transmission of confidential information over public networks, and our
failure to prevent security breaches could harm our business. We will rely on
encryption and authentication capabilities licensed from third parties to
provide secure transmission of confidential information, including customer
credit card numbers. Advances in computer capabilities or cryptography, or other
related developments, may result in a compromise or breach of the technology
used by us to protect customer transaction data. Any such compromise of our
security could harm our reputation and expose us to a risk of loss or litigation
and possible liability and, therefore, harm our business. In addition, a party
who is able to circumvent our security measures could misappropriate proprietary
information or cause interruptions in our operations. We may need to expend
significant resources to protect against security breaches or to address
problems caused by breaches. Security breaches could damage our reputation. Our
insurance policies carry low coverage limits, which may not be adequate to
reimburse us for losses caused by security breaches.

RISKS RELATED TO THIS OFFERING

BECAUSE THIS OFFERING IS LIMITED TO VETERINARIANS, YOU COULD LOSE ALL
OR A PORTION OF YOUR INVESTMENT DUE TO OUR INABILITY TO RAISE ENOUGH CAPITAL
THROUGH THE OFFERING TO FUND OUR BUSINESS.

The fact that we are making the offering only to veterinarians severely
limits, in our judgment, the utility of using underwriters or selling agents to
assist us in conducting the offering. We expect it will take an extensive period
of time to raise the capital we need to fully develop and implement our business
plan; however, we need to raise at least a minimal amount of capital to be able
to continue to fund operations and development while the offering continues.
This situation creates a number of inter-related risks.

We may meet our minimum offering threshold but not be able to
obtain sufficient additional offering proceeds to successfully implement our
business plan.

Because the offering is limited to veterinarians, we are
conducting this offering on a direct participation basis, without using any
underwriters, brokers or dealers. As a result, we anticipate the offering
period will be relatively extensive (up to 18 months). Our capital needs,
however, are immediate and substantial and, therefore, the minimum offering
amount is only $500,000 (500 units). If the minimum amount is reached, all
amounts received up to that time and all amounts subsequently received will be
deposited in one or more of our accounts and will be immediately available to
us to spend, at our discretion. We anticipate offering proceeds will come in
gradually. This could significantly restrict our ability to fund large expenses
over short time periods, thus slowing down our development activities. Further,
we do not anticipate having a Web site capable of generating any revenues until
the winter or spring of 2001, perhaps later. Recruiting key management
positions, establishing our buying group, completing our Web site development,
and developing distribution and fulfillment systems will all likely entail
significant costs. We may reach the minimum offering amount, have those
proceeds released to us, and then fail to obtain significant

13
<PAGE> 19

additional offering proceeds to enable us to continue funding development
activities. This would have a material adverse effect on our ability to continue
our development activities and continue operations.

We may need to look to alternative sources for additional
financing if this offering is not substantially successful.

We recently completed a private offering of our Class A
common stock and preferred stock, also in the form of units, during which we
raised $1.0 million. These proceeds are being used as our "seed capital" to
fund our initial efforts in organizing the company, developing our Web site,
infrastructure and strategic relationships, building our management and
operations teams, and raising additional capital. We anticipate that the
proceeds of that private offering will only be sufficient to provide general
working and developmental capital needs on a very limited basis and for a very
brief period of time. We do not anticipate being able to generate sufficient
operating cash flow to fully fund our developmental and working capital
needs if only the minimum offering amount of $500,000 is raised. We believe the
minimum offering amount should allow us, however, to operate on a substantially
scaled-back basis and generate revenues sufficient to cover operating expenses.
Accordingly, this offering must raise a significant amount of proceeds to
enable us to meet working capital needs and fully implement our initial
business strategies. We believe we will require approximately $10 million in
order to carry out these plans to a minimal level without the need for
additional funding. Also, while we have no current plans, other than with
respect to the buying group, to acquire or enter into any similar transaction
with any other entities, if a strategically attractive acquisition, joint
venture or other transaction becomes available, we may explore and perhaps
consummate the acquisition of such other entity. Lack of adequate funding could
greatly restrict our ability to enter into such a transaction. Lack of adequate
funding would also likely require us to substantially limit our ability to
expand our Web site capabilities and our products and services (both for
consumers and veterinarians). Our ability to implement our business strategies
and grow our business will be substantially dependent upon the success of this
offering. Accordingly, if we do not raise at least $10 million in this
offering, we may be required to seek alternative sources of equity funding to
ensure sufficient capital to continue implementation of our business plan and
conduct operations. This would likely result in further substantial dilution to
you and our other investors and impair our ability to provide you with any
returns on your investment. Even at such costs, we cannot guarantee that such
financing, when and if required, will be made available on commercially
reasonable terms.

THERE IS NO MARKET FOR ANY OF OUR SECURITIES AND YOU WILL BE UNABLE TO
READILY TRANSFER OR DISPOSE OF THE SECURITIES FOR THE FORESEEABLE FUTURE.

The transferability of the units, the underlying common stock and
preferred stock, and the warrants are severely limited. No public market exists
for any of our securities, including the units, the common stock and preferred
stock comprising the units, and the warrants. We do not anticipate registering
the units, the common stock, the preferred stock or the warrants being sold in
this offering with any national securities exchange, the Nasdaq Stock Market, or
any other trading medium in connection with this offering. It is likely that no
trading market will develop for any of our securities for a substantial period
of time following this offering, if at all. Our business plan contemplates that
ultimately an underwritten public offering of our common stock may be undertaken
and that a public trading market for the common stock may be established.
However, we cannot guarantee that such an underwritten offering will ever occur
or, if it occurs, that it will be on a "firm commitment" basis, that it will be
successful, or that an active market for our stock will

14
<PAGE> 20

be established in connection therewith. Accordingly, you should consider your
investment in the company as illiquid and should be prepared to hold the
investment indefinitely.

IF MANAGEMENT DOES NOT SUCCESSFULLY USE THE PROCEEDS FROM THE OFFERING
OUR BUSINESS PLAN MAY NOT BE PROPERLY IMPLEMENTED AND OUR BUSINESS COULD FAIL.

Our development activities are in a relatively early stage. We continue
to work on the design and engineering development for our Web site, the
establishment of our veterinarian buying group, other technology infrastructure,
obtaining qualified executive, operations and technical personnel, developing
plans for our fulfillment and distribution system, and developing strategic
relationships. As this process continues, many elements of our business remain
fluid and subject to change. The proposed allocation of the net proceeds of this
offering is of necessity imprecise and simply represents our judgment as to how
the business plan will ultimately develop and how areas of development are
prioritized based on that plan.

IF A CURRENT PROSPECTUS REGARDING THE WARRANTS IS NOT MAINTAINED, YOU
WILL LOSE THE ABILITY TO EXERCISE THE WARRANTS.

We are required to have a current registration statement on file with
the SEC and to obtain appropriate qualifications or registrations under the laws
and regulations of the states in which the holders of the warrants reside in
order for warrant holders to exercise the warrants and publicly sell the shares
of Class A common stock underlying such warrants. Accordingly, in order for
holders of the warrants received in this offering to exercise any or all of
those warrants, a current prospectus covering the exercise of those warrants
must be in effect. If for any reason we do not maintain a current prospectus
covering the exercise of the warrants, you will generally be prevented during
any such period from exercising those warrants and selling the shares of common
stock you obtain as a result of that exercise. We cannot guarantee that our
registration statement, of which this prospectus is a part, will remain current
or that we will be able to file and have declared effective a new registration
statement and maintain it current, the failure of which would result in the
inability of warrant holders to exercise the warrants and publicly sell the
underlying shares of the Class A common stock.

IF WE FAIL TO MEET STATE "BLUE SKY" QUALIFICATION OR REGISTRATION
REQUIREMENTS REGARDING THE WARRANTS, YOU WILL NOT BE ABLE TO EXERCISE THE
WARRANTS.

Holders of the warrants have the right to exercise the warrants for the
purchase of our Class A common stock only if the underlying shares are qualified
or registered for sale under applicable securities laws of the states in which
the various warrant holders reside. In states where such shares are not
qualified or registered, we cannot issue shares to the warrant holders residing
in those states unless a valid exemption from registration exists and, depending
upon the state laws, warrant holders may have difficulty in exercising or may be
unable to exercise the warrants.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION IN YOUR INVESTMENT.

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<PAGE> 21

company. Our articles of incorporation further provide that we and our
shareholders will take such measures from time to time as are necessary or
appropriate to maintain these relative ownership interests. As a result, we
expect to issue from time to time, for no additional consideration, additional
shares of Class B common stock to the holders of Class B common stock so that
the number of outstanding shares of Class B common stock will equal 25% of all
our outstanding capital stock. This means that anyone purchasing our Class A
common stock and preferred stock in this offering will experience immediate
dilution of 25% from the offering price per unit in terms of net tangible book
value. Any subsequent equity investment in us may also act to significantly
reduce your percentage ownership depending on the price at which such investment
is sold. Any subsequent private or public offering of equity securities we may
make also may add a class of common or preferred stock with rights similar or
superior to the Class A common stock and/or the preferred stock being issued
under this offering. Our founders own all of our Class B common stock. Our
founders intend and anticipate that the anti-dilution provisions relating to the
Class B common stock will be eliminated if and when we register a class of our
securities with The Nasdaq Stock Market or a securities exchange under Section
12 of the Securities Exchange Act of 1934.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks
and uncertainties. These statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "could," "would," "will," "should,"
"expect," "seek," "plan," "intend," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue," the negative of such terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. In evaluating these statements, you should
specifically consider various factors, including the risks outlined in the Risk
Factors section above. These factors may cause our actual results to differ
materially from any forward-looking statement. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.

USE OF PROCEEDS

Assuming all units being offered are sold, our gross proceeds from the
sale of the units we are offering hereby are estimated to be $35 million, based
on the initial offering price of $1,000 per unit but before deducting the
expenses of the offering. In addition to fees and expenses for legal,
accounting, and printing services, as well as certain other miscellaneous costs,
gross proceeds may be reduced by payments we may need to make to credit card
issuers in connection with subscribers who purchase their units by use of a
credit card.

The principal purposes for this offering and the primary use of
proceeds from the offering are to fund the following:

- continuing development of our Web site and other technology
infrastructure;
- developing our veterinary buying group membership and
infrastructure;
- developing informational content;
- developing our veterinary and consumer product and service
lines;

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<PAGE> 22

- developing our fulfillment and distribution systems;
- conducting marketing and brand building efforts;
- obtaining qualified executive, operations and technical
personnel;
- developing strategic relationships; and
- providing working capital and funding for initial operating
losses.

The amounts and timing of expenditures will vary depending on a number
of factors, including the timing and amount of offering proceeds received, the
amount of cash generated by our operations, competitive and technological
developments, and the rate of growth, if any, of our business. In addition, we
may use a portion of the net proceeds to meet some of our objectives through
acquisitions of products, technologies and businesses. Accordingly, although we
have no present plans, commitments, or agreements, other than with respect to
the veterinary buying group, relating to any such acquisitions, joint ventures
or other strategic relationships, management will have significant discretion in
applying the net proceeds of this offering. Pending such uses, we will invest
the net proceeds in short-term, investment grade, interest-bearing securities.
Also, depending on the proceeds raised by the offering, we may seek additional
funding in the form of equity or debt. If we do obtain any debt financing, some
proceeds from this offering may be used on an ongoing basis to cover interest
expenses associated with the debt.

We have not yet fully developed an expectation of our expenses and
thus can only estimate the amounts to be used for each specific category of
expenses. The table below provides an estimate of our use of proceeds at four
different levels of funding.

OFFERING PROCEEDS

<TABLE>
<CAPTION>
$500,000 % $10,000,000 % $20,000,000 % $35,000,000 %
-------- ----- ----------- ----- ----------- ----- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
USE OF PROCEEDS

Sales and Marketing $ 93,750 18.7% $ 585,000 5.9% $ 1,147,987 5.7% $ 1,935,267 5.5%
General and
Administrative
Expenses 351,000 70.2 1,508,010 15.1 2,959,275 14.8 4,988,721 14.3
Inventory 0 0.0 4,625,400 46.2 4,886,674 24.5 6,982,747 20.0
Capital Costs 0 0.0 1,423,200 14.2 2,496,339 12.5 2,576,246 7.4
Intellectual Property 0 0.0 1,067,400 10.7 1,807,693 9.0 1,865,557 5.3
Working Capital 55,250 11.1 790,990 7.9 6,702,032 33.5 16,651,462 47.5
-------- ----------- ----------- -----------

Totals $500,000 100% $10,000,000 100% $20,000,000 100% $35,000,000 100%
======== ==== =========== ==== =========== ==== =========== ====
</TABLE>

DIVIDEND POLICY

We have never paid any cash dividends on our common stock or preferred
stock. We anticipate that in the future our earnings, if any, will be retained
for use in our business or for other corporate purposes, and it is not
anticipated that cash dividends in respect of any common stock or preferred
stock will be paid in the foreseeable future.

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<PAGE> 23
DETERMINATION OF OFFERING PRICE

The offering price of $1,000 per unit (and the corresponding offering
price of the common stock ($1.25 per share) and preferred stock ($1.25 per
share)) in this offering has been determined arbitrarily by us. The offering
price was determined without reference to any trading market or the price of any
securities of a comparable publicly traded or privately held company and does
not have any relationship to our assets, book value or potential earnings, or to
any other customary business valuation or investment criteria. We have not and
do not intend to engage outside consultants, appraisers or investment bankers to
render an opinion as to the fairness of the offering price. You should not
consider the offering price for the units to be reflective of their fair market
value or value at which they could be resold by the investor to a third party.
Among the factors we took into account in determining the offering price were
the total number of units intended to be issued, the price of units in our prior
private offering, and the total amount of capital intended to be raised from the
offering.

The warrants to purchase Class A common stock being offered will be
issued at no cost to investors who subscribe for units within one of the
prescribed time periods described under "PROSPECTUS SUMMARY--The Offering." Each
warrant entitles the holder of the warrant to purchase one share of our Class A
common stock at a price $1.25.

CAPITALIZATION

The following table shows our capitalization as of September 30, 2000,
as adjusted. Because of the nature of the redemption feature of the redeemable
preferred stock, the preferred stock is treated for accounting purposes as a
liability rather than equity of the company. The adjustment gives effect to the
sale of the 300,000 shares of Class A common stock at $1.25 per share (based on
the sale of the minimum offering amount of 500 units at $1,000 per unit). The
table does not take into account the sale of the 100,000 shares of redeemable
preferred stock. The table also does not take into account the exercise of
warrants that may be issued in this offering to purchase additional shares of
our Class A common stock. This table should be read in conjunction with our
financial statements and related notes, and other financial data included
elsewhere in this prospectus.

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<PAGE> 24

<TABLE>
<CAPTION>
September 30, 2000
-----------------------------
Actual As Adjusted
--------- -----------
<S> <C> <C>
Stockholders' Equity

Common Stock

Class A, $0.001 par value, 25,000,000 authorized; 720,300 shares issued and
outstanding on an actual basis; 1,020,300 shares issued and outstanding on
an adjusted basis .............................................................. 720 1,020

Class B, $0.0001 par value, 25,000,000 authorized; 306,650 shares issued and
outstanding on an actual basis; 439,983 shares issued and outstanding on
an adjusted basis ............................................................. 31 44

Additional paid-in capital .......................................................... 749,281 1,123,938

Accumulated deficit ................................................................. (244,373) (244,373)
--------- -----------

Total shareholders' equity (total capitalization) .............................. $ 505,659 $ 880,659
========= ===========
</TABLE>

DILUTION

The following discussion and tables treat the Class A and Class B
Common Stock as a single class, treats the redeemable preferred stock as a
liability, and allocates no value to the warrants being offered along with the
units.

Our net tangible book value as of September 30, 2000, was approximately
$505,000 or $0.49 per share of common stock (both classes). Net tangible book
value per share represents the amount of our total tangible assets reduced by
the amount of our total liabilities and divided by the total number of shares of
our common stock outstanding. Dilution in net tangible book value per share
represents the difference between the amount per share paid by purchasers of
shares of common stock in this offering and the pro forma net tangible book
value per share of common stock immediately after the completion of this
offering. After giving effect to the sale of 300,000 shares of Class A common
stock being offered at an assumed initial public offering price of $1.25 per
share (based on the minimum offering amount of 500 units at $1,000 per unit,
treating the redeemable preferred stock being sold at $1.25 per share as a
liability, and giving no value to the warrants), but before deducting the
estimated offering expenses payable by us, our net tangible book value as of
September 30, 2000, would have been approximately $880,000 or $0.60 per share of
common stock. This represents an immediate increase in net tangible book value
of $0.11 per share attributable to new investors and an immediate dilution of
$0.65 per share to new investors. The following table illustrates this per share
dilution:

19
<PAGE> 25

<TABLE>
<S> <C>
Initial Public offering price per share ............................................................ $ 1.25
Net tangible book value per share as of
September 30, 2000 .......................................................... $ 0.49
Increase per share attributable to new investors ............................ $ 0.11
Adjusted net tangible book value per share after this offering ..................................... $ 0.60
Dilution per share to new investors ................................................................ $ 0.65
</TABLE>

The following table summarizes, on an adjusted basis after giving
effect to the offering at an initial public offering price of $1.25 per share
and the sale of the minimum offering amount, as of September 30, 2000, the
differences between the existing shareholders and new investors with respect to
the number of shares of common stock and redeemable preferred stock purchased
from us, the total consideration paid to us, and the average price per share
paid. The information does not include the exercise of the warrants or shares of
common stock issuable pursuant to currently outstanding options we have
previously issued.

<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average
------------------------ ------------------------- Price Per
Number Percent (%) Amount Percent (%) Share
--------- -------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders
Class A common stock .................. 720,300 40.9 $ 750,001 50.0 $1.04
Class B common stock .................. 306,650 17.4 31 -0- -0-
Preferred stock ....................... 200,000 11.4 250,000 16.7 1.25

New investors
Class A common stock .................. 300,000 17.0 375,000 25.0 1.25
Preferred stock ....................... 100,000 5.7 125,000 8.3 1.25

Additional shares of Class B common
stock under anti-dilution provisions ... 133,333 7.6 44 -0- -0-
--------- ----- ---------- ----- -----

Total ...................................... 1,760,283 100.0% $1,500,076 100.0%
========= ===== ========== =====
</TABLE>

PLAN OF OPERATION

Depending on the timing and amount of proceeds received in this
offering, we believe that we will be able to meet our cash requirements through
the end of 2001 and have the main elements of our business operational by that
time. We believe we have enough cash on hand currently to meet our monthly cash
requirements for approximately 8 to 10 months, assuming development activities
are not expanded. We anticipate that the minimum offering amount of $500,000
will be sufficient for us to meet our cash requirements for an additional 8 to
12 months, assuming, again, that development activities are not expanded from
currently levels. If only the minimum offering proceeds are obtained, we will
have to restrict our activities to web hosting services, buying group services
(through a strategic partner or contractor) and minimal online pet product
retail sales (directly through manufacturers and distributors). The rate of
expenditures, however, will be affected to a large degree by how quickly
subscriptions and offering proceeds are received. For example, if the rate of
unit sales is relatively high early in the offering period, we

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<PAGE> 26

may elect to initiate or expand some of our online capabilities and facilities
development more quickly than if early unit sales are not as high.

During the period from the date of this prospectus until the end of
2001, we will concentrate our efforts in a number of areas. We are currently
actively seeking to form a strategic relationship with a third-party buying
group that would enable us to begin making buying group services available to
our veterinarian shareholders in the relatively near future. We will attempt to
maintain the greatest flexibility possible in this relationship to allow us to
expand and enhance this service in the future. We are unsure when such
activities will result in actual revenues to us. With respect to all other
services, including Web site hosting, staff training, and our Web store,
development and implementation is currently ongoing.

Whether or not we undertake significant leasing or purchasing of
equipment and warehouse space and significant hiring over the next 12 months
will depend in large part on the success of this offering in terms of the
amount of proceeds raised and the time period over which it is raised. If only
the minimum offering proceeds are received, we will engage in little, if any,
new hiring or warehouse spending. Proceeds would be used for a very basic level
of operation designed to generate very modest revenues. For example,
purchasing, warehousing, fulfillment, distribution and billing functions for
the online consumer pet store and the buying group services would be handled by
third-party strategic partners or independent contractors. Ongoing equipment
and software upgrading would occur only at minimal levels. However, at an
offering proceeds level of $10 million or more, expenditures for equipment
upgrading, software development, fulfillment and distribution systems, and
sales and marketing, will be significant. Estimates regarding spending levels
are disclosed under the Use of Proceeds section appearing previously in this
Prospectus.

We anticipate that the specific areas of our business will become
operational in stages, with the level of operation in each area increasing over
time. Our objective is to have all aspects of our operations fully operational
by the end of 2001. Our current development timeline for bringing our services
into full operation is shown below. However, this timeline represents only our
best estimate of how our operational development will proceed and is constantly
subject to revision. A number of factors, including the success of this
offering, could cause our estimates to be wrong and we cannot guarantee that the
following time line will be accurate, either with respect to the order of
development or estimated dates of completion.

<TABLE>
<CAPTION>
BUSINESS OPERATIONS DEVELOPMENT ESTIMATED COMPLETION DATE
------------------------------- -------------------------

<S> <C>
Complete initial capabilities to begin providing Web hosting services January 2001

Begin offering consumer informational and educational content March 2001

Begin offering buying group services to our veterinarian shareholders March 2001

Begin offering staff training and online educational services August 2001

Online pet store open for business Fourth quarter 2001
</TABLE>

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<PAGE> 27

DESCRIPTION OF THE BUSINESS

OUR COMPANY HISTORY, PURPOSES AND OBJECTIVES

PetsVetsandYou.com, Inc. is a development stage company organized by
our founders, James J. Carlstedt, Lana Colby, Neil Colby and Eddie Garcia,
D.V.M. We incorporated as a Florida corporation on January 5, 2000. We amended
our Articles of Incorporation on January 25, 2000 in anticipation of our initial
private offering to modify our capital structure to include two classes of
common stock and one class of preferred stock. We plan to offer goods and
services to two distinct but highly interrelated constituencies--veterinarians
and pet owners. Our objective is to provide veterinarians with professional and
practice-related services, consisting of a veterinarian supplies buying group,
Web site hosting and staff training, and to offer pet owners a comprehensive pet
supply Web store and a Web site that contains timely and relevant pet care
information and educational content.

Initially, we will be owned almost exclusively by veterinarians and
will market our veterinary services and consumer-focused pet-oriented products
and services in a variety of ways utilizing our veterinarian shareholders,
including direct referrals by veterinarians, both to other veterinarians and to
their pet owner clients, and the distribution of in-office brochures by
veterinarians from their practice locations to their pet owner clients. We
believe this veterinary ownership model represents powerful marketing potential
for our Web site both as to veterinarians and consumers. We anticipate the
veterinary community will respond favorably to a company providing veterinary
services in which veterinarians have an economic and professional stake. We
believe that by utilizing the vast experience and knowledge base of our
veterinarian shareholders, we can establish PetsVetsandYou.com as an important
resource for veterinary services and also for valuable clinical and other
pertinent information for pet owners. We also believe that the trust pet owners
place in their veterinarians will be highly influential in attracting these
consumers to our Web site for information and to shop at our Web store, and that
the content of the site will develop in those consumers a dependence on and
loyalty to the site. We intend to seek endorsement of our Web site by a national
contingent of participating veterinarians (many of whom we hope will be our
shareholders), and we expect that this will assist in legitimizing us and
establishing the Web site's real value to adherents as truly comprehensive,
dedicated both to the best clinical care through the accurate dissemination of
clinical and other information concerning their pets and to providing a
comprehensive, high-quality line of pet products. We believe this, in turn, will
act to further broaden our Web site's appeal and audience, enabling it to
potentially become a leading veterinary services provider and online pet product
provider. It may also be appropriate at some time in the future to undertake
national advertising designed to capture the largest market possible and
supplement the in-office sales literature; however, we intend to build the Web
site's fundamental customer base through the veterinarian-based grass roots
marketing model.

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<PAGE> 28

We believe the critical keys to our success are:

- maintaining the input, active participation and support of our
veterinarian shareholders;
- effectively delivering relevant, high quality products and
services to veterinarians and consumers;
- intensely managing the Web site and distribution functions;
and
- establishing and successfully implementing cost controls and
budget management.

VETERINARIAN OWNERSHIP--A CORE STRATEGY

Other than our founders and a limited number of other individuals
making substantial non-monetary contributions to our business, only
veterinarians currently own our stock and only veterinarians will be eligible to
subscribe for units in this offering. As discussed elsewhere in this prospectus,
substantial veterinarian ownership represents the core element of our marketing
and overall business strategy. We believe building the foundation of our
business on veterinarian ownership and grass roots marketing initially will
create valuable marketing and revenue generating opportunities in the short-and
long-term and enable us to build our customer base, create veterinarian and
consumer loyalty and become profitable more quickly than other mass-marketing
and advertising driven business models. We believe that once we have become
profitable, our ownership can be expanded through an underwritten offering of
our stock to the general public, with certain clinical controls and veterinarian
input secured through our preferred stock, which only veterinarians are eligible
to own. Prior to any such broad-based ownership initiative, we anticipate that,
except for our founders, non-veterinarians will not own more than 10% of our
equity.

THE PETSVETSANDYOU.COM STRATEGY AND APPROACH

Our business will focus on providing products and services to two
different but substantially interrelated business constituencies-- veterinarians
and pet owners.

- We plan to provide veterinarians with a selection of products
and services either essential or highly desirable to
veterinarians in their practices, including Web site hosting,
staff training and education, and a buying group through which
they can purchase a full range of veterinary supplies.

- We plan to provide pet owners and consumers a comprehensive
on-line pet products store, containing pet products and
supplies, as well as informational and educational services.

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<PAGE> 29

PROVIDING ESSENTIAL AND DESIRED PROFESSIONAL AND PRACTICE RELATED
SERVICES TO VETERINARIANS.

We plan to provide veterinarians with several important services,
primarily consisting of:

- a veterinary products buying group;
- Web site hosting services; and
- staff training and education.

We intend to offer veterinarians participation in a buying group for a
wide range of products and supplies for veterinary clinics and practices. We are
currently in discussions with a large veterinarian-owned buying group to enter
into a strategic relationship with that group that will enable us to provide
buying group services to our veterinarian shareholders relatively quickly. Our
business plan relating to the buying group is very preliminary at this stage and
further development depends on the outcome of those discussions. The outcome of
those discussions will have a significant impact on how we develop the buying
group and what the features and elements of the buying group will be. Through
our Web site we will also provide Web site hosting services and staff training
services to veterinarians. These are all areas that we have found many
veterinarians either need or want but for which, for various reasons, they have
not found satisfactory alternatives. We believe we can provide these services to
veterinarians in a way that will focus on their needs and meet or exceed their
expectations. Our fee structure has not been determined; however, we intend to
charge a fee for many, if not all, of these services. We will also be providing
the Web site hosting services to non-veterinary businesses as well.

OUR WEB STORE AND CONSUMER INFORMATION AND EDUCATIONAL SERVICES.

Part of our overall mission, and the primary goal of our Web store and
consumer information and educational services, is to distinguish ourselves in
the online pet products industry through broad-based veterinarian ownership of
our company and our emphasis on the relationship between the veterinarian and
the pet and its owner. We believe these relationships--pet owners with
veterinarians and veterinarians with our company--will act as a powerful
marketing tool, guiding pet owners to our Web site for products and information,
and converting "browsers" to buying customers by making us a destination Web
site for pet owners. We believe that this strategy of a broad-based ownership
group of veterinarians will also allow us to provide unique approaches to all
the core aspects of our Web site business, from product offerings, pet
information and educational features, to practice-related services provided to
veterinarians.

PROFESSIONAL AND PRACTICE RELATED VETERINARY SERVICES

VETERINARIANS' CONCERNS AND THE NEED FOR VETERINARY PRACTICE SERVICES.

Through informal discussions with individual veterinarians, practice
consultants, and veterinarian groups, we have determined what we believe to be a
number of concerns veterinarians have with respect to their individual
practices, the direction of the practicing profession and the effect current
economic and technology trends are having and may have in the

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<PAGE> 30

future on their practices. Some of those concerns include: the sale by
non-veterinarians of prescription products, particularly online sales;
maintaining the privacy of client information in the Internet environment; the
poor quality of animal care advice being provided over the Internet; staff
training; and, increasing practice revenues.

BUYING GROUP FOR VETERINARY PRODUCTS.

We are seeking to provide buying group services to our veterinarian
shareholders either through a strategic alliance with an existing buying group,
the formation of our own, or some other method. We anticipate that the buying
group will have a significant number of veterinarian members and act as a
large-scale wholesale distributor of a wide range of veterinary clinic/hospital
products and supplies, including animal health products, prescription,
non-prescription, and sundry items used by veterinarians in their practices, and
disposable and durable clinical instruments and equipment. It is our intention
to provide veterinarians, through membership in the buying group, with the
opportunity to reduce their expenses for veterinary and other practice-related
supplies and, in doing so, derive revenues for us through sharing in those
savings.

Our business plan with respect to the buying group is in the very early
stages and further development will depend, in part, on the outcome of
discussions we are currently having with a third party regarding a strategic
relationship in developing our buying group. There are at least two alternatives
now being considered as to how to move forward with establishing the buying
group. We are currently in discussions with a large veterinarian-owned buying
group to form a strategic relationship that will allow us to provide our
veterinarian shareholders with an opportunity to participate in the existing
buying group on favorable terms, giving our veterinarians immediate access to
the buying group and providing us with a source of revenues in the near future.
The other alternative being considered is to develop our own buying group
through our veterinarian owners and to develop the accompanying infrastructure.
We consider the first alternative more desirable for us because of the near-term
access to a buying group it provides to our veterinarian shareholders and to the
earlier generation of revenues it could provide to us. In our judgment, the
second alternative, although likely to produce higher revenues, is less
attractive due to time, expense and other resources it would require to be
accomplished, and the uncertainty of undertaking the project.

WEB HOSTING AND DESIGN SERVICES.

A large number of companies and organizations provide Web hosting
services, some providing very broad-based services to businesses of all types,
and others providing such services to one or a few select types of businesses.
In many cases, these vendors have no focus, experience or special knowledge
relating to veterinarian sites, physician sites or sites for other clinical or
professional service providers. Some vendors, however, do specialize in sites
for clinical and professional service providers, including veterinarians. Our
service will not be dedicated solely to veterinarians--we intend to offer our
services to small- and medium-sized businesses of all kinds, as well as
veterinarians; however, we anticipate our primary market will be veterinarians,
giving us the ability to focus on their special needs and to refine design ideas
and approaches both on a general and customization basis.

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<PAGE> 31

We intend to offer three main Web site services:

- Web hosting--for veterinarians, other professional services,
and small- and medium-sized businesses;
- template-based Web site design --for veterinary offices
through the use of our specially designed proprietary template
software; and
- customized Web site design-- offering clients specialized Web
site design services, developing unique Web sites from simple
designs to more complex and elaborate sites.

We believe our primary competition will come from the smaller hosting
firms and free sites. Companies such as Myvetonline.com and Vetcentric.com are
offering free Web sites. These companies, however, are using banner advertising
and links to direct the veterinarians' clients to purchase products and view
services offered by non-veterinarian owned companies. We believe these types of
client links can have adverse long-term effects for veterinarians, including,
but not limited to, lost future business, especially as Internet based services
increase in the future. Furthermore, some of these companies do not allow
individual domain name registration, thereby precluding the veterinarian from
establishing individualized brand recognition and customer loyalty online.

The state-of-the-art facilities developed by many Web hosting and data
center firms, such as UUNet, Qwest Communications, Digex and Genuity, provide
quality network connectivity and computing services without significant capital
outlays for necessary networking, data storage and processing equipment.
Providing our Web hosting services by using one of these data center firms in
conjunction with our template-based design and customized Web site design
services gives us a number of valuable features and economies, including the
following:

- reliability, through the use of redundant systems, disaster
recovery and business resumption planning;

- manageability, through continuous monitoring and network
control to provide a secure and reliable system, as well as
the ability to update and manage the content of the site on a
24/7 basis through the use of the template software;

- scalability, allowing for rapid growth of the web hosting and
design services offered by us, as well as supporting rapid
expansion and change of the hosted sites; and

- security, through an infrastructure with physical security to
control access to the data center, as well as network and
computing security measures such as firewall and intrusion
detection to protect the Web sites.

By outsourcing the networking connectivity and computing infrastructure
needs associated with our hosting services, we can focus on the design,
implementation and marketing aspects of our Web site services and be confident
that the site is being properly managed and secure.

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<PAGE> 32

Two of the traditional barriers to veterinarians having their own Web
sites have been cost and up-front time requirements. Up-front Web site design
and hosting fees can range from $1,000 up to $20,000 or more, with monthly
maintenance fees ranging from approximately $20 to $65. We intend to provide
template-based Web design services to veterinarians with no design fee, and
hosting services with a monthly fee competitive in the Web hosting industry. We
also believe our veterinarian customers will find the design features available
for constructing and modifying their sites concise and easy to use, streamlining
the process for veterinarians who want to promote their practice online.

Also, we believe, based on our discussions with individual
veterinarians, veterinarian groups and practice consultants, that many
veterinarians question not only the economics but the effectiveness of
establishing their own Web site. At the same time, they are finding, more and
more, that their clients want the flexibility of communicating with their
veterinarian when it is convenient for them or when immediate concerns arise
about their pet during non-office hours. Our hosting services will give
veterinarians greater ability to communicate with and provide information to
their clients, which we believe will enhance the doctor-client relationship.

Our Web hosting services will give veterinarians the ability to have
their own domain names, allowing them to "brand" and build name awareness. They
will have personalized Web sites, hosted by us and directly linked to the
services offered by the "PetsVetsandYou.com" Web site. This will give the
veterinarian's Web site visitors information from their local veterinarian and
immediate access to additional information, education and product resources
available on the PetsVetsandYou.com main site. We believe veterinarians will
find our Web hosting service superior and desirable overall to other services,
in part because of the "foundation" our Web site will provide the veterinarians'
individual sites and the ability visitors will have to move relatively
seamlessly from their local veterinarian's site to our site and vice versa. We
will also strive to continuously develop software to integrate features into the
Web sites to enhance the veterinarians' practice management capabilities.

Our preliminary veterinary Web site design plan includes many built-in
options and links including:

- office and staff profiles;
- bold and creative layouts through our template software;
- online appointment requests/setting;
- a pet photo gallery;
- links to our lost and found pet bulletin board and pet
adoption bulletin board;
- e-commerce through the PetsVetsandYou.com shopping cart; and
- links to our Pet Care Library.

STAFF TRAINING.

Like many small- and medium-sized professional offices, veterinarians
must rely on their non-professional staff to handle a number of important
administrative functions--everything from answering telephones, greeting
clients, scheduling appointments, and handling deliveries to selling pet
supplies to clients, bookkeeping functions, inventory control and ordering
supplies. As with other professional offices and many other businesses in
general, turnover is relatively

27
<PAGE> 33

high in these administrative positions and finding competent, qualified and
responsible individuals to fill them is sometimes very difficult. As a result,
veterinary offices are often forced to hire persons for these positions who may
lack training, experience, or both, in even the basic elements necessary to
satisfactorily perform office administrative functions. Consequently,
veterinarians and/or members of their staff are forced to train new
administrative personnel in even the most basic skills, requiring them to spend
valuable time away from the practice of veterinary medicine. Also, the methods
of training are typically inefficient. In many cases veterinarians simply do not
have the time to undertake such training, an outcome that carries its own costs.
We believe, based on our discussions with individual veterinarians, veterinarian
groups and veterinary practice management consultants, that veterinarians need,
want and would be highly receptive to a service that would relieve them to a
large degree of the need to use their own valuable time and energy, and that of
their more senior administrative and medical personnel, to provide basic
veterinary office administration skills to new administrative staff persons.

Through our online staff training and education service, we plan to
provide this training to veterinary staff in a progressive format that will
enable the trainees to be productive in their new jobs while undergoing
training, either in the office or at home, and allowing the veterinarians to
focus on delivering veterinary services to his or her clients. Our staff
training software, currently in development, will enable us to provide training
that includes structured lessons, instructional materials and self-assessment
tools. After a trainee completes a lesson, a self-assessment tool will be
administered to evaluate the staff member's understanding of the topic
presented. Credit will only be given after a thorough understanding of the
lesson has been demonstrated. Veterinarians will be able to view the level each
staff member has achieved and the dates and times each section was completed.

We plan for our training programs to eventually cover a number of areas
including the following:

- customer-service skills;
- telephone etiquette;
- general office administration;
- practice management;
- nursing;
- lab-related and other technical skills;
- equipment orientation;
- basic pet handling;
- behavioral pet training;
- basic kennel operations; and
- OSHA compliance.

CONSUMER AND PET ORIENTED PRODUCTS AND SERVICES

THE RETAIL PET PRODUCTS MARKET.

The pet products industry is a large and growing market characterized
by a loyal and emotion-driven customer base whose needs we believe are not
adequately satisfied by traditional

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<PAGE> 34

retail stores or the current offering of online stores. According to the Pet
Industry Joint Advisory Council, U.S. consumer spending on pet products and
services grew at an annual rate of approximately 9% per year between 1993 and
1997, totaling approximately $23 billion in 1997. Pets have become an
increasingly important part of U.S. households, numbering over 235 million at
the end of 1998, based on a survey conducted by Sloan Trends & Solutions, Inc.
Today, more than 60% of U.S. households own a pet, and 40% of those households
own more than one, according to a recent American Pet Products Manufacturers
Association study. In addition, according to Sloan Trends & Solutions, Inc.,
U.S. households spent on average $350 on their pets in 1998.

Growth cycles in the pet industry have varied at different times and
are often based on life style trends and economic conditions. The trend today is
for more expensive pets (along with enhanced purchases of high-end products and
services), but also toward fewer animals needing less intensive care, given the
tendency toward more working hours and households where both adults work.
Internet growth tracks these same trends. Since purchases can be made for pet
food and supplies without having to leave the home, coupled with the widespread
nature of Internet awareness, families pressed for time due to job constraints
or who live in remote locales are utilizing this resource in far greater numbers
each year. The sustained growth of the Internet, due to its dynamic nature,
ingenuity and convenience, continues to give rise to growth rates exceeding any
other pet industry outlet preceding its advent.

Pet owners generally exhibit strong emotional connections to their
animals. For example, according to Sloan Trends & Solutions, Inc., over 80% of
pet owners consider their pets to be members of the family and 67% buy their
pets holiday gifts. In addition, over 80% of pet owners surveyed by the American
Animal Hospital Association stated that in an emergency they would likely risk
their live for their pet. Because of this strong human-animal bond, we believe
pet owners, like parents, represent an attractive base of consumers who seek a
wide variety of products and information for their pets which promote their
pets' health, well being and happiness.

Traditional "bricks and mortar" stores have served as the pet product
retailers in the United States and account for approximately 85% of sales in the
market, according to a Find/SVP Market Research Report from November 1999. These
include superstore retailers such as Petco Animal Supplies, Inc. and PetsMart,
Inc., grocery store retailers such as Kroger Company and Safeway, Inc., mass
market retailers such as Wal-Mart Stores, Inc. and Kmart Corporation, warehouse
stores such Costco and Sam's Club, and smaller, independent specialty pet
products stores. However, according to the same report, although the Internet
comprises only about 9% of pet product and food sales, it is the most rapidly
expanding segment of the market, estimated to be growing at 15% per year.

While in the aggregate the non-Internet based channels provide
consumers with a wide selection of pet related products, we believe the
traditional store-based retailers for pet products have a number of limitations,
which are also shared, to some degree, by mail order suppliers:

- Lack of One-Stop Shopping. The pet products retail market is
fragmented, generally requiring consumers to shop at multiple
outlets to find everything they need for their pets. For
example, superstore retailers, grocery stores and mass market
retailers tend

29
<PAGE> 35

to carry a deep selection of well known brand name pet
products from leading vendors, but have fewer specialty
products. Specialty pet stores instead tend to carry a broader
selection of specialty products from smaller vendors, but
usually have a limited selection of the more well-known brand
name products. On a combined basis, specialty pet stores
control the largest percentage of sales in the U.S. pet
product retail market, having 20% of U.S. sales based on data
published by the Pet Industry Joint Advisory Council in 1998.
This lack of one-stop shopping also applies to other online
retailers who have chosen to model after the traditional
retail channel in terms of selection and are offering a subset
of a superstore product mix.

- Limited Geographic Coverage. The few pet retailers who do tend
to offer a broader selection of products usually operate on a
regional basis or only in metropolitan areas. This leaves a
significant percentage of the U.S. population without easy
access to the full array of the products they need for their
pets. Opening additional stores would require substantial
investments in real estate and inventory, as well as in
trained personnel, for these chain stores. The high cost of
opening and maintaining additional stores further limits the
ability of retailers to serve geographic areas that are not
densely populated.

- Inconvenience of Store Design and Layout. We believe consumers
value the opportunity to select items from a broad range of
pet products that best fit their needs. However, the
constraints of retail shelf space and store layouts limit
traditional retailers' ability to meet many customers' needs,
often dictating a limited product selection that appeals to
the broadest number of consumers. Products are typically
displayed by brand, category or packaging to maximize stocking
efficiencies, especially for bulk products such as dog food,
and to promote fast selling products. Further, because of
large investments in inventory required to keep stores fully
stocked, traditional pet retailers often have limited
flexibility to adapt their merchandising strategies to meet
changing consumer demand.

- Limited, Inconsistent Information. Consumers buying pet
products often seek information and expert advice to assist
them in making purchase decisions. However, many traditional
store-based retailers do not provide consumers with easy
access to useful product information or readily available
on-site experts who can provide assistance. In addition, even
where on-site support is available, the quality of information
and expertise may be inconsistent due to the challenges of
hiring, training and maintaining knowledgeable sales staff.
This limits the level of customer service available to
consumers.

As a result of these factors, we believe that consumers often find the
pet product shopping experience to be both inconvenient and unpleasant. Shopping
for pet products in retail stores can involve making trips to multiple stores,
extended searching for desired products, waiting in line to make a purchase and
carrying home heavy bags of pet food, litter or other bulk products.

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PRODUCTS AND CUSTOMER SERVICES.

We will seek to cover a broad spectrum of the pet products market, but
also be mindful of fundamental inventory control and marketing principles. We
intend to cater to the full spectrum of pets, including dogs, cats, fish, birds,
snakes and other reptiles, ferrets, guinea pigs and other small pets and,
potentially, some large animals. We plan to have product selection monitored by
our 15-member Veterinarian Advisory Board, which will periodically review our
product selection, considering among other things their safety and
effectiveness, to assist in maintaining the highest possible quality. We also
intend to tightly integrate broad product selection in our Web store with highly
relevant informational and educational content, providing consumers with the
pet-related information they need to make informed purchasing decisions.

We plan for our Web store to provide features and content typical in
other online retail stores, such as:

- product descriptions;
- product photographs and other graphics;
- site organization allowing consumers to shop by type of pet,
type of product, individual products lines, and more;
- recurring ordering feature to allow automatic purchase and
delivery of items such as food, litter and other products; and
- the ability for consumers to "personalize" or "profile" their
pets, including creating wish lists.

The typical online shopping experience begins with the search for
products that meet specific needs, includes the online ordering process, and
extends through product delivery and post-purchase support. We believe that the
ability to accurately fulfill orders, ship products quickly to a customer's
door, or efficiently handle customer inquiries is as important to customer
satisfaction as product selection. Accordingly, we intend to place emphasis on
finding and utilizing fulfillment, distribution, and customer service functions,
as well as flexibility, efficiency and economy as our guides. We also intend to
buy directly from manufacturers and centrally locate our distribution center to
help improve product margins, reduce shipping and handling costs and provide
customer satisfaction through better service. We believe all of these factors
will allow our Web store to provide customers with a superior shopping
experience, with direct delivery to their doors.

Prescription products may also be a valuable product line we may decide
to carry at some time in the future. However, we recognize that prescription
products remain a valuable source of income for a great number of veterinary
practices. Accordingly, we have made a determination to not offer initially
prescription products on our Web site and not to offer such products without the
approval of a majority of the holders of our preferred stock (i.e., veterinarian
shareholders). This represents a substantial commitment on our part to our
veterinarian shareholders. We do not view prescription products as critical to
our initial success. We do believe, however, that offering such products may
eventually be important for the growth and success of our Web store and we may
reconsider the issue in the future.

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MERCHANDISING AND PRODUCT OFFERING.

Merchandising. We intend to assemble an in-house merchandising
team with pet industry expertise and believe this expertise will give us several
key retail abilities. We hope to use product category knowledge to source a
broad assortment of products that encompasses the selection of a superstore,
specialty store and grocery store, but also to reduce those items in our product
mix that are clearly not relevant. We hope to leverage vendor relationships to
buy direct and realize better pricing, rapidly bring new products to market,
capitalize on promotional opportunities, and test new items on a national basis.
We intend to offer a variety of premium and other well-known brands in the pet
industry such as Science Diet, Iams, Pedigree, Eukanuba, and Purina. We also
hope to eventually offer our own premium private label brand for certain
high-volume products, supplies and accessories.

Product Offering. We plan to develop a product offering that
will provide customers with a breadth and depth of selection across the most
popular pet types and product categories, possibly including products such as
the following: apparel, aquariums, aeration and bubbler equipment, beds and
hammocks, behavior modification products, books and videos, bowls, breeding
supplies, cages, calendars, carriers, catnip, chews and chew toys, cleaning and
grooming equipment and products, clean-up products, collars, doors and barriers,
feeders and waterers, flea and tick control products, food, furniture, grooming
equipment, habitats and habitat maintenance products, harnesses, health care
supplies (non-prescription), heaters, houses and accessories, I.D. tags and
belts, leashes, litter boxes, scratching posts, toys, treats and training
products.

PRODUCT PRICING.

We anticipate the number of products eventually to be offered will be
approximately 10,000 or perhaps more. We believe we will be able to buy
competitively from manufacturing sources and sell at competitive prices, while
attaining and maintaining profitability. We expect that eventually our volume of
business will enable us to purchase many products directly from manufacturers;
however, we do not yet have any arrangements with suppliers or manufacturers.
With a veterinarian shareholder base, we believe our strategic position in the
marketplace will help to accommodate a pricing policy that will enable us to be
competitive while retaining attractive margins. Since we will be processing
transactions online, we do not anticipate any material accounts receivable from
consumer Web store operations.

FULFILLMENT AND DISTRIBUTION.

Sourcing. We intend to source our products from a variety of
distributors, wholesalers and, eventually, manufacturers. We currently do not
have any arrangements, formal or informal, with any manufacturers or suppliers;
but we believe, based on preliminary discussions with various such parties, that
we will have ready access to such arrangements.

Distribution. A successful launch of our Web site will create
advantages for us but will also create significant challenges. One of the
challenges and one of the keys to our success will be the implementation of an
effective distribution operation. Failure in this aspect of customer
satisfaction could seriously impair our reputation with our consumers and
veterinarian shareholders. Repairing the damage from inadequate distribution
operations could

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prove impossible. Therefore, we intend to have all requirements for a smooth
transition to operational status in place before the first delivery is made.
Preliminary studies and ultimate testing concerning the adequacy of space
requirements, software systems, delivery methods, personnel needs, inventory
controls, and buying practices, will take place prior to activating our sales
program and Web store. We are committed to full and satisfactory testing of our
distribution systems before commencing operations.

We are unsure at this time as to how distribution requirements
will be handled. If a viable strategic relationship can be created with an
entity having an existing and adequate distribution system and facilities in
place, we may choose to enter into such a relationship rather than creating and
acquiring our own system and facilities. If such a relationship cannot be
formed, we will be required to continue with development plans, which will
likely include the leasing of a large distribution/warehouse facility providing
adequate space for immediate needs and for expansion and unanticipated business
volume, creating delivery channels (such as U.S. Post Office, UPS, Fed Ex), and
constructing order fulfillment and distribution operations.

INFORMATIONAL AND EDUCATIONAL CONTENT.

We plan to obtain our consumer-oriented information and educational
materials from veterinarians, animal behavioral specialists and other pet
experts and will not be confined to in-house staff. We intend for our content to
provide relatively detailed material on a wide variety of topics of interest to
pet owners to give them both general and specific information. However, the
purpose of our informational content will be to educate pet owners in a general
way on a wide range of topics that will help them care for their pets and
promote the family veterinarian and regular veterinary examinations.

We hope to have our veterinarian shareholders, as well as other
contributors, provide the site with timely and relevant articles, commentary and
advice on a broad range of subjects including health and nutrition, current
clinical issues and events, animal behavior, and more. One goal is to provide
visitors to our Web site search tools to find information from a wide range of
professional and other resources and pet care resources, including
veterinarians, animal hospitals and emergency care facilities, kennels and
boarding facilities, and more. Additional features of the Web site will include
sections for lost and found pets, pet adoptions, a children's section and other
entertaining interactive sections.

Our content will not be intended as a direct revenue generator but
rather as a service to our customers and the clients of our veterinarians and as
a means to build confidence, loyalty and a sense of community in our users, both
pet owners and veterinarians. We believe that this will result in creating a
solid consumer and veterinarian user base and repeat Web site use, leading to
retail purchases.

MARKETING AND VETERINARIAN OWNERSHIP

Our marketing strategy is centered on our veterinarian ownership. We
are not aware of any veterinarian-owned pet-oriented Web site of national scope.
We believe that an effective marshaling of a large segment of this influential
group of professionals through ownership and active participation is the basis
for a consumer marketing strategy based on trust, quality and clinical
excellence that will strongly challenge our competitors.

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We hope to build confidence with our veterinarian shareholders by
giving them meaningful input into our management. We intend to achieve this
through specifying seats on our board of directors to be elected solely by
veterinarian preferred shareholders, and by giving them clinical control and
representational influence on corporate decision-making via committees on the
Veterinarian Advisory Board. Furthermore, they will be given the tools and
support to expand their own practices through individualized Web hosting
services, staff training, buying group participation, and possibly other
programs designed for their and the industry's ultimate benefit. We believe the
emphasis on our relationship with our veterinarian shareholders will motivate
them to enthusiastically promote and support our business, which is crucial to
executing our marketing strategy.

We also view every participating veterinarian's office as a potential
sales outlet for our retail Web store. We plan to make sales literature
outlining the features of our Web site, how it can be accessed and what
advantages may be realized by logging on, available from the veterinarians to
all clients who come to the clinics or veterinarians' offices. Letterhead, form
invoices, newsletters and other materials will carry the PetVetsandYou logo and
Web site address, reminding clients of our services and our connection with
their veterinarian. While veterinarians certainly cannot be required to promote
the site, we believe they will be motivated by ownership and commitment to our
mission to do so.

As previously described, prescription products initially will not be
sold to consumers on the Web site because of the potential adverse effects this
could have on our veterinarian shareholders. However, this service may be added
if approved by a majority of the veterinarian preferred shareholders. Recently,
sales of drugs and other prescription products on other pet-oriented Web sites
have taken a portion of this business from clinics and individual practices. If
this trend continues, we may ask our veterinarian shareholders for their vote to
approve adding this service in order to partially counteract these effects.

We may in the future promote our Web site through national television,
radio and print advertising and through advertising on popular search engines,
browsers and other potential sites capable of increasing "hits" or activity on
our Web site. However, this is likely to occur only when the effects of our core
marketing strategy are evident and our capital resources allow us to expand into
that form of mass marketing. Also, new product and service lines, such as pet
insurance, may be introduced when market studies demonstrate they will
contribute to our profitability and our capital resources will allow such
expansion.

We do not anticipate hiring field sales personnel in the foreseeable
future. Instead, we will rely on sales through the maintenance of veterinarian
shareholder support by having home office personnel continuously communicate
with them. All forms of communication will be utilized, including phone, e-mail,
fax, memos, letters and mass mailings covering important events. Sales
literature, selective advertising, Internet affiliations and policies designed
to assure a high degree of veterinarian and customer satisfaction are some of
the other key elements making up our sales strategy.

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TECHNOLOGY AND NETWORK OPERATIONS

We are currently designing, and plan to implement, an array of services
and systems for site management, searching, user interaction, transaction
processing, and fulfillment. It is critical that we meet or exceed users' and
veterinarians' expectations when using these services in order to be successful.
We believe the scalability, reliability, manageability and performance of our
Web sites and of the Web sites we host will have a significant impact on the
users' and veterinarians' experiences.

In order to address these needs, we expect to take advantage of
state-of-the art network and hosting facilities operated by an outside firm
specializing in this business. We will do this by locating our Internet server
and related computing, storage and network equipment for our Web sites in
facilities owned and operated by such an outside firm. These state-of-the-art
facilities, referred to as data centers, meet these needs in a number of ways:

- Reliability: The facilities are built to withstand the most
challenging circumstances with fully redundant systems for
such critical items as power and network connectivity, as well
as fire suppression systems designed for the computing
environment. In addition, we expect to design
PetsVetsandYou.com to take advantage of locally and globally
distributed computing environments supported by such a hosting
facility in order to reduce the likelihood that a network,
computing, storage or software component failure will result
in the Web site being unavailable.

- Manageability: The data center staff monitors and controls
network operations 24/7 to prevent problems. In the event that
a problem does occur, trained and experienced staff are on
hand to troubleshoot and isolate problems, and to restore
service, ensuring secure and reliable hosting.

- Scalability: Their data centers are designed to meet the needs
of a rapidly growing company by supporting rapid growth in
network traffic and fast deployment of additional computer
servers, allowing PetsVetsandYou.com to manage rapid expansion
of business operations with minimal disruption to ongoing
operations and a manageable cost structure.

- Security: The data centers provide physical security with
access card and biometric authorizations, round-the-clock
human and video surveillance, as well as network and computing
security measures, such as firewall and intrusion detection,
to protect the Web sites.

We anticipate using a combination of our own proprietary technologies
and commercially available, licensed technologies in our operations. We have
designed proprietary software written in "Perl script" for our Web hosting
template system using a Microsoft Windows-based platform. We are also in the
process of designing our own proprietary software for the lost and found pet
section, pet adoption section, The Pet Care Library, and the staff training
section of our Web site.

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We have not yet determined the e-commerce platform we will use for our
online pet store. We anticipate selecting a provider to furnish "off-the-shelf"
software that we will, in turn, customize. We have reviewed a number of
Windows-based software packages, but due to the rapidly changing software
industry, we do not intend to make any final decisions in this regard until
required by our development schedule.

COMPETITION

VETERINARY PRODUCTS BUYING GROUP.

The veterinary product distribution services industry is intensely
competitive, rapidly evolving and subject to rapid technological change. We
anticipate our competitors will have comparable or superior product lines,
technical experience and financial resources. These organizations are known in
the industry and have substantial existing customer bases. The size and nature
of our competitors varies. Some are cooperatives sponsored by state and local
veterinary associations, veterinarian-based affinity groups, and incorporated
buying groups. Major distributors and wholesalers such as Walco International,
Burns, Lextron, J.A. Webster, Inc., and The Butler Company will also provide
significant competition. These competitors enjoy significant buying power and
may be able to purchase from manufacturers at significantly greater discounts
than we can and purchase certain products on an exclusive basis. We also expect
that other companies in the veterinary products industry to become direct
competitors, including manufacturers, such as Hill Pet Nutrition, Iams, Merial,
Bayer, and Abbott Laboratories, who may decide to increase their
direct-to-veterinarians marketing and sales efforts.

We hope to compete with other buying groups by offering competitive
membership fees and product discounts and by creating a sense of community among
our veterinarian shareholders that will encourage them to utilize the buying
group services. We also believe that offering veterinarians the opportunity to
have an economic interest not only in the Web hosting component of the business
but the entire business, will provide incentive for them to utilize these
services.

WEB HOSTING SERVICES.

Web hosting services is a new, rapidly evolving, and intensely
competitive market. It is becoming a highly price-sensitive market and is also
highly fragmented, with no clear dominant leader in any of our market segments.
We expect competition to further intensify in the future. In 1999 no one
provider had more than a 10% market share. An International Data Corporation
report released in April 2000 provided the following market share information
for 1999:

<TABLE>
<CAPTION>
Company Market Share (%)
------- ----------------
<S> <C>
Exodus 9.3
Verio 7.6
Global Center (affiliate of Global Crossing) 5.9
IBM Global Services 5.4
UUNet (MCI Worldcom) 4.4
Qwest Communications 3.9
Digex 3.3
Genuity (formerly GTE Internetworking) 2.7
</TABLE>

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<PAGE> 42

Many of these hosting companies also act as data centers or wholesalers of data
storage or hosting, working with smaller companies or Web design firms to act as
resellers of the hosting services. There are also a great number of small and
mid-sized local and regional providers of Web hosting services.

There are 3 major classes of competition:

- Free sites. These are usually offered by companies that
attempt to generate revenues through banner advertising or
redirecting the veterinarian's clients to purchase products or
services with revenues going to the company providing free
sites. Many of these providers also treat such services as
loss leaders to generate marketing information that they use
and sell. These sites are usually not as comprehensive as
other sites in terms of the features they provide users and
the services they provide the Web site owner.

- Custom design/hosting companies. These providers typically
offer customized Web site design and hosting for an up front
design fee and monthly hosting and maintenance fee.

- Small hosting firms. These firms typically provide standard
hosting services consisting of basic site design and hosting
for an up front design and set up fee and a monthly hosting
fee. Some of these firms may specialize in catering to one or
more affinity groups, such as the veterinarian market.

Because of the hosting services we intend to offer, we believe our
primary competition will come from the smaller hosting firms and free sites.
Large "free site" providers, as well as pet-oriented Web sites such as
Myvetonline.com and Vetcentric.com, offer free Web sites. Also, companies like
Vetnetwork.com, Vetconnect.com and PdqVet.com offer Web site design and hosting
for a fee. As an example, design fees charged by Vetnetwork.com average about
$1,400. We will be charging no set up fee. Further, we believe that the value
added service of staff training, along with the comprehensive site design and
features offered by PetsVetsandYou.com, including ownership interest by the
veterinarian, will give us a competitive edge.

STAFF TRAINING AND EDUCATION.

We believe staff training and education will be a valuable aspect of
our overall strategy of branding PetsVetsandYou as "the veterinarians' Web
site." We will face competition in the staff training and educational services
sector primarily from traditional "do-it-yourself" or self-instructional
training methods and, to a lesser degree, from practice management consultants.
We believe the service and its convenience to the veterinarians and their staffs
will create company loyalty and satisfaction among our veterinarians.

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ONLINE RETAIL WEB STORE.

The online commerce market is new, rapidly evolving and intensely
competitive. In particular, the pet products, information and services market is
intensely competitive and is also highly fragmented, with no clear dominant
leader in any of our market segments. We expect competition to further intensify
in the future, both from our online competitors and from the traditional "bricks
and mortar" or store-based competitors. Our competitors can be divided into
several groups: online stores that specialize in pet products, such as
Petopia.com, Inc., which is owned in part by Petco Animal Supplies, Inc., and
PetsMart.com, Inc., which is owned in part by PetsMart, Inc.; superstore
retailers of pet products such as Petco Animal Supplies, Inc., and PetsMart,
Inc.; specialty pet stores; mass market retailers such as Wal-Mart Stores, Inc.,
Kmart Corporation and Target Stores, Inc.; supermarkets; warehouse clubs such as
Costco Companies, Inc.; mail order suppliers of pet products; and pet supply
departments at major department stores. Each of these competitors operates
within one or more of the pet products, information and services segments. Also,
new entrants seek to carve their niche in the market by offering, for a fee, Web
hosting services (development and management of individual or clinic based Web
sites) to veterinarians and paying commissions on sales generated by their
practices.

We believe that the following are principal competitive factors in our
market:

- brand recognition;

- product selection;

- quality of Web store content;

- reliability and speed of order shipment;

- streamlined shopping experience;

- customer service;

- speed and accessibility of Web store;

- personalized service;

- convenience; and

- price.

All of our current and potential traditional store-based and online
competitors have longer operating histories, larger customer or user bases,
greater brand recognition and significantly greater financial, marketing and
other resources than we do. Many of these current and potential competitors can
devote substantially more resources to Web site and systems development than we
can. In addition, larger, more well-established and financed entities may
acquire, invest in or form joint ventures with online competitors or pet supply
retailers as the use of the Internet and other online services increases.

Some of our competitors may be able to secure products from vendors on
more favorable terms, fulfill customer orders more efficiently and adopt more
aggressive pricing or inventory availability policies than will we. Traditional
store-based retailers also enable customers to see and feel products in a manner
that is not possible over the Internet. All of our competitors, both store-based
and traditional, such as Petco Animal Supplies, Inc. and PetsMart, Inc. have
significantly greater experience than we do in selling pet supplies and pet care
products.

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However, we believe our approach is unique and provides an opportunity
for success because of its veterinarian ownership. We believe the participation
of the veterinary community will have a significant impact on the success of
pet-related Web sites and we seek to provide veterinarians with incentive for
participation and support of our Web site by providing them with an opportunity
of holding a stake in our success. We believe that if we can initially obtain
and maintain the active support and participation of our veterinarian
shareholders, the marketing force this approach could produce can challenge some
of the current advantage our competition now enjoys.

VETERINARIAN ADVISORY BOARD

We have established and expect to maintain a 15-member Veterinarian
Advisory Board. The inaugural Veterinarian Advisory Board has been appointed by
our founders, but will in the future be elected on a staggered basis by the
holders of our preferred stock (i.e., veterinarians). The Veterinarian Advisory
Board is divided into three groups of five members each. The initial members
have terms of one, two or three years. Beginning with the initial election,
board members will be elected to three-year terms. There will be a two-term
limit on all members except those initially appointed to a one-year term who
will be eligible to serve two additional 3-year terms.

The Veterinarian Advisory Board will have a number of functions and
powers. The line of pet and other products we will offer in our Web store will
be carefully overseen and regularly scrutinized by the Veterinarian Advisory
Board, which will have the authority to remove or replace products from the
product mix based on quality, effectiveness and other factors. The Veterinarian
Advisory Board will also have meaningful input with respect to all quality and
clinical issues related to our products and services. We intend for this
characteristic to be one of our hallmarks and for the Veterinarian Advisory
Board to set us apart from other competitors by assisting us in developing an
aspect of trust and loyalty from our customers created through veterinary
involvement.

Further, we intend for our board of directors to set aside, when and to
the extent financially prudent, some modest portion of our net income to
contribute to worthy pet and animal-related charities and to work in conjunction
with the Veterinarian Advisory Board to identify and establish relationships
with such recipients to provide better care and treatment for animals.

Set forth below are the names and brief professional biographies of the
current members of the Veterinarian Advisory Board:

Tim Banker, D.V.M., Greensboro, North Carolina. Dr. Banker is currently
a practicing veterinarian, a veterinary dentist and the hospital administrator
for the Sedgefield Pet Care Center in Greensboro, North Carolina. He is a 1974
graduate with honors of the Ohio State University College of Veterinary
Medicine. In 1988 he was chosen Practice Manager of the Year by the Veterinary
Hospital Managers Association and in 1989 became a Fellow of the Academy of
Veterinary Dentistry. Dr. Banker has been actively involved in the field of
veterinary practice management for 17 years and frequently speaks on such
diverse practice management topics as marketing, team building, communication
skills, change management, and

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veterinary dentistry. For the past three years he has served as an Adjunct
Professor at the North Carolina School of Veterinary Medicine.

James E. Baxley, Jr., D.V.M., Lexington, South Carolina. Dr. Baxley is
currently the President of PPC Veterinary Appraisals and Sales, Inc., where his
responsibilities include appraising and brokering practices and structuring
associateships. He graduated from the University of Georgia, College of
Veterinary Medicine in 1985 and was named the Most Outstanding Senior Student in
the College of Veterinary Medicine. Dr. Baxley owned and practiced veterinary
medicine at the Palmetto Animal Hospital in Williamston, South Carolina from
1985 to 1992. He then attended Purdue University Post-Doctoral Studies in
Veterinary Pathology from 1992 to 1993. While practicing locum tenens veterinary
medicine in Indiana and South Carolina from 1992 to 1996, he also provided
practice brokerage services. In 1998, he was a founding member of the Veterinary
Practice Sales Group.

Wesley F. Borgman, D.V.M., Kissimmee, Florida. Dr. Borgman attended the
University of Florida as a Florida Academic Scholar from 1990 to 1994. He
received his Doctor of Veterinary Medicine degree from the University of
Missouri College of Veterinary Medicine in 1999. He currently practices with his
father in Kissimmee, Florida.

Jerry Case, D.V.M., Savannah, Georgia. Dr. Case is a third generation
practicing veterinarian in the Case Veterinary Hospital, P.C. (small animal
practice) in Savannah, Georgia. He received his Doctor of Veterinary Medicine
degree from the University of Georgia in 1975. Dr. Case has been actively
involved in clinical trials for Merial (Merck's veterinary division) and is an
active public speaker, giving presentations to veterinarians and their staff
members. Dr. Case was twice awarded the American Animal Hospital Association's
Excel Award.

Nancy Decker, D.V.M., Cleveland Heights, Ohio. Dr. Decker graduated
from the Michigan State University College of Veterinary Medicine in 1979. She
has been a practicing small animal veterinary medicine for 21 years and has
owned her own clinic since 1992.

Hubert Doerr, D.V.M., Louisville, Kentucky. Dr. Doerr graduated with
honors from Auburn University, College of Veterinary Medicine in 1968. He has
practiced small animal medicine since graduating and has successfully owned and
managed the Doerr Animal Clinic in Louisville since November 1969.

Robert Encinosa, D.V.M, Riverview, Florida. Dr. Encinosa completed his
Doctor of Veterinary Medicine degree from the University of Florida College of
Veterinary Medicine. He founded a four-doctor practice in Riverview, Florida.
Dr. Encinosa was a co-host of Talkin' Pets, a national radio talk show, from
1993 to 1995, and is currently the veterinary consultant for Good Day Tampa Bay
and other television and radio news shows.

Tim Fitzpatrick, D.V.M., Vestal, New York. Dr. Fitzpatrick received his
Doctor of Veterinary Medicine degree from Cornell University in 1977. He is a
small-animal veterinarian, specializing in dogs and cats, and has practiced
veterinary medicine since graduation. He owned and practiced at the Veterinary
Care Center in Albuquerque, New Mexico from 1978 to 1992. Dr. Fitzpatrick
started a pet house call service in Binghamton, New York in 1992 and in 1993
opened Animal Care Hospital in Vestal, New York, where he currently practices.
He is a

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frequent speaker on pet care topics and has appeared on radio and TV relating to
animal care topics in both New York and New Mexico.

Wayne K. Hodsden, D.V.M., Kernersville, North Carolina. Dr. Hodsden
graduated from the Cornell University College of Veterinary Medicine in 1974. He
has over 20 years of small animal practice experience and has established,
bought, operated and sold a number of small animal clinics and hospitals. He
also owned and operated Petland pet shop in Manchester, New Hampshire for
several years. From 1995 to 1999, Dr. Hodsden established and operated a
122-acre ostrich farm. Currently, he is working on establishing an online
business in Kernersville, North Carolina.

Tim Howell, D.V.M., Indianapolis, Indiana. Dr. Howell has practiced
feline medicine at the Cat Care Clinic, an AAHA approved hospital, in
Indianapolis, Indiana, since 1988. He received his Doctor of Veterinary Medicine
degree from Purdue University in 1971. Dr. Howell is a member of the American
Association of Feline Practitioners and a Charter Fellow of the Academy of
Feline Medicine.

Lester Mandelker, D.V.M., Largo, Florida. Dr. Mandelker is currently a
practicing veterinarian, owner and director of an AAHA certified hospital where
he has been since 1972. He received his Doctor of Veterinary Medicine degree
from Michigan State University in 1968. Dr. Mandelker has published a number of
articles in journals such as the AVMA, Canine Practice, and Veterinary Forum. He
has also contributed to Burns' Veterinary Pharmaceutical Index and published two
books on veterinary practice tips. He is also a national speaker on veterinary
pharmacology. He currently serves as Pharmacology Consultant for Veterinary
Forum and Pharmacology Moderator for the Veterinary Information Network (VIN).

William M. Martin, D.V.M., Fletcher, North Carolina. Dr. Martin
received his Doctor of Veterinary Medicine degree from the University of Georgia
in 1961 and has actively practiced since that time. Dr. Martin started the
Brevard Animal Hospital in Brevard, North Carolina, in 1964 and started the
Fletcher Animal Hospital in Fletcher, North Carolina in 1985. He ran both
offices until 1988, when he sold the Brevard Animal Hospital. He currently
practices small animal medicine at Fletcher Animal Hospital with two associates
and serves on the Henderson County Board of Health. He participated with 10
other veterinarians in organizing the first Animal Emergency Clinic in western
North Carolina in 1977 and was instrumental in organizing the Regional Emergency
Animal Care Hospital (NEC's successor) in 1999. He is a member of various
professional associations, including the AVMA, NCRMA, AHVMA, IVAS and AAVA.

Richard L. Moore D.V.M., Cartersville, Georgia. Dr. Moore received his
Doctor of Veterinary Medicine degree from the University of Tennessee in 1982
and currently owns and operates three veterinary hospitals in Cartersville,
Georgia. Dr. Moore has served in a leadership capacity for a number of
professional, civic and charitable organizations and received awards of
recognition from numerous professional associations. He has served on advisory
boards and has assisted in clinical investigations and drug trials for several
major drug companies. Currently he sits on the Council of 100 for the AAHA.

Andrew Schroyer, D.V.M., Lexington, Kentucky. Dr. Schroyer graduated
from the Auburn University College of Veterinary Medicine in 1980. Dr. Schroyer
has practiced in the small animal area since graduating and has owned and
operated several animal clinics in or

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<PAGE> 47

around Lexington, Kentucky. He currently owns and operates the Animal Care
Clinic in Lexington and practices with an emphasis on preventative health.

Jeffery Werber, D.V.M., Los Angeles, California. Dr. Werber is a
well-known "media" veterinarian and is currently the host of Petcetera, his own
show on Discovery Channel's Animal Planet. He has also appeared or been a
contributor (veterinary medical editor) for such programs as Hour Magazine,
ABC-TV's Home Show, Fox-TV's Good Day L.A., ABC-TV's Mike and Maty, Jim J. and
Ann, The Leeza Show, and The Caryl and Marilyn Show. He also has appeared on
numerous news programs, and co-produced, written for, and hosted over a dozen
videos. Dr. Werber currently maintains a small-animal AAHA approved practice in
Los Angeles. He also serves as disaster spokesperson for My Pet TV in
association with the Humane Society of the United States, serves as Vice
President of Veterinary Affairs for My Pet TV and sits on the Board of Directors
of Nightwing Entertainment Group. He received his Doctor of Veterinary Medicine
degree from the University of California at Davis.

OUR COMMITMENT TO THE PRIVACY OF OUR VETERINARIANS AND CUSTOMERS

We have learned from our discussions with individual veterinarians,
veterinary groups and veterinary practice consultants that veterinarians highly
value their own privacy and that of their clients. Privacy is also a critical
issue facing the Internet today. Some laws relating to protecting the privacy of
Internet users have already been passed and others are being considered. The
Internet, by its "faceless" nature, requires that those using it for commercial
purposes must, of necessity, utilize some technologies, such as "cookies," to
not only assist vendors and service providers, but also to enhance the Web
users' experience and satisfaction. We will also be utilizing some of these
technologies. However, we are committed to maintaining, to the extent possible,
the privacy of our veterinarian shareholders and other Web site users;
accordingly, we do not intend to sell or otherwise provide to third parties
veterinary client base information.

EMPLOYEES

As of October 31, 2000, we had 4 full-time employees. None of our
employees is represented by a labor union. We have not experienced any work
stoppages and consider our employee relations to be good. Currently, we have no
employment agreements with any of our employees.

PROPERTIES AND FACILITIES

We lease an 800-square foot office facility in Tampa, Florida, for our
corporate headquarters. This facility is located in a small one-story office and
retail center in a commercial area. This lease commenced on June 15, 2000 and
has a one-year term with renewal options. The lease provides for a fixed annual
rent of $10,200 until expiration, payable in equal monthly installments of $850.
We are also responsible for the cost of property taxes, utilities, repairs,
maintenance, alterations, cleaning and insurance. We believe this facility will
meet our non-warehouse operational needs for the foreseeable future.

In addition, we lease and own office equipment and technical equipment
and expect to continue leasing the leased equipment after the offering.

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<PAGE> 48

In the opinion of our management, our properties are adequately covered
by insurance.

LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings and, to
the best of our knowledge, no such action by or against us has been threatened.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following contains information concerning our directors and
executive officers as of July 31, 2000, each of whom we anticipate will continue
to serve in the following capacities for us after this offering:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
James J. Carlstedt 62 President, Chief Executive Officer and Director

Neil L. Colby 31 Vice President of Operations and Web Site Development,
Treasurer, Director

Svetlana "Lana" P. Colby 29 Vice President of Publishing

Eduardo Garcia, D.V.M. 58 Chairman of Veterinary Affairs and Clinical Director,
Secretary, Director

Seth A. Maloff 31 Vice President of Business Development, and Assistant
Secretary
</TABLE>

JAMES J. CARLSTEDT has been our President, Chief Executive Officer and
a Director since our company was formed. He served as Chairman and CEO of Payors
Home Care Systems, Inc., a home health agency, from January 1990 until December
1999.

NEIL L. COLBY, R.PH. has been our Vice President of Operations and Web
Site Development, Treasurer and a Director since our company was formed. He has
served as Pharmacy Manager for Walgreen's Health Initiative since 1999 where he
is responsible for pharmacy operations and management of employees, inventory,
payroll, and expense budgets. Mr. Colby served as the Director of Pharmacy and
Nursing Administrator for Payors Home Care Systems, Inc. from 1997 to 1999 and
as the Director of Pharmacy for Home Health Corporation of America from 1995 to
1997.

LANA P. COLBY has been our Vice President of Publishing since our
company was formed. She previously has served as Special Sales Manager and
Academic Sales Manager for CRC Press LLC from February 1998 until December 1999.
Prior to those positions, Ms. Colby

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<PAGE> 49

served as National Accounts Representative for CRC Press LLC from April 1997
until February 1998. From 1995 until 1996, Ms. Colby served as Account
Representative for SIRS, Inc., until she was promoted to Managing Editor in
1997.

EDUARDO GARCIA, D.V.M., has been our Chairman of Veterinary Affairs and
Clinical Director and has also served as a Director since our company was
formed. He has been a practicing veterinarian with his own practice in Tampa,
Florida, since 1968. He has served four terms as a member of the Florida Board
of Veterinary Medicine. Dr. Garcia currently is a consultant for several
veterinary marketing services as well as an international lecturer on practice
management, client relations and personal growth.

SETH A. MALOFF is our Vice President of Business Development and
Assistant Secretary, positions he has held since joining our company in May
2000. Prior to joining PetsVetsandYou.com, Mr. Maloff was a Senior Consultant
and Business Analyst with Fidelity Investments from 1997 to 1999. He was
responsible for three information technology development projects, operations
management, and data analysis. From 1994 to 1997, he was a Senior Research
Analyst and later the Deputy Director of Research for the City of Boston Police
Department. He completed his MBA from the Franklin W. Olin Graduate School of
Business at Babson College in December 1999.

Neil L. Colby and Lana P. Colby are husband and wife.

Each officer is elected by, and serves at the discretion of, our board
of directors. James Carlstedt and Seth Maloff are the only officers or directors
who currently devote their full time to our affairs. Our non-employee directors
devote such time to our business as is necessary to discharge their duties.

BOARD COMPOSITION

At each annual meeting of our shareholders, all of our directors will
be elected to serve from the time of election and qualification until the next
annual meeting election. In addition, our bylaws provide that the authorized
number of directors, which is a minimum of one and a maximum of fifteen, may be
changed only by resolution of the board of directors or the shareholders.

BOARD COMMITTEES

Our bylaws permit the board of directors to establish such committees
from time to time, as it deems necessary and appropriate for the effective
management and operation of the Company. The board of directors has not yet
established any special or standing committees but anticipates doing so as our
operations expand and the number of directors expands.

DIRECTORS' COMPENSATION

Currently, our directors receive no compensation for their service on
the board or attendance at meetings, and we have no specific plans to put any
director compensation plan or policy in place at this time. However, in
anticipation of the board's expansion and the election of outside directors
(non-employees and non-officers) to the board, we do anticipate establishing

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<PAGE> 50

such a plan at the appropriate time. Directors will be reimbursed for their
travel, lodging and other out-of-pocket expenses related to their attendance at
board and committee meetings. Further, additional compensation for these
directors may be arranged for special projects. No directors' fees have been
paid to date. We anticipate that our board of directors will hold regularly
scheduled, formal meetings on a quarterly basis.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid to our
president and chief executive officer and each other executive officer whose
scheduled compensation for 2000 equals or exceeds $60,000 on an annualized
basis.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Principal Position Year Salary Bonus
--------------------------- ---- ------- -----
<S> <C> <C> <C>
James J. Carlstedt; President, CEO and Director 2000 $75,000 $--
</TABLE>

We did not pay any compensation to any person who served in the
capacity of director or executive officer during the year ended December 31,
1999.

EMPLOYMENT AGREEMENTS

We currently do not have written employment agreements with any of our
management team; however, we do anticipate entering into employment agreements
with those members of the management team who will be devoting their full time
to our business, including James Carlstedt, Neil Colby, Lana Colby and Seth
Maloff. The employment agreements will be entered into sometime after the
minimum offering amount is reached.

PRINCIPAL SHAREHOLDERS

As of the date of this prospectus, there were 720,300 shares of our
Class A common stock outstanding; 306,650 shares of our Class B common stock
issued and outstanding, all of which were owned by our executive officers and
directors; and 200,000 shares of our preferred stock, none of which were owned
by executive officers and directors other than 3,000 shares owned by Eduardo
Garcia, which he purchased in our recently completed private offering. Of the
Class A common stock outstanding, Eduardo Garcia owns 10,900 shares, James J.
Carlstedt owns 100 shares, and Neil L. Colby and Lana P. Colby jointly own 100
shares. The following table sets forth, as of the date of this prospectus, the
number of shares of our common stock owned by each person known to us to be the
beneficial owner of more than 5% of the outstanding shares of both classes of
common stock combined, by each executive officer and director, and by all of our
officers and directors as a group. As a result of the anti-dilution provisions
in our articles of incorporation, we expect to issue, from time to time and for
no additional consideration, additional shares of Class B common stock to the
holders of Class B common stock so that the number of outstanding shares of
Class B common stock will equal 25% of all our outstanding capital stock
(including the preferred stock). The number of shares shown as beneficially
owned

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<PAGE> 51

after the offering reflects the application of these anti-dilution provisions
relating to the Class B common stock. The "Aggregate % of Ownership" columns in
the table below show aggregate ownership percentages based on the combined
Class A and Class B common stock (row (a)) and also based on all classes of
capital stock (including common stock and preferred stock) as a whole (row
(b)). The table assumes that all 35,000 units are sold in this offering. The
table does not take into account shares that may be issued pursuant to the
exercise of warrants that may be issued in the offering or shares that may be
issued pursuant to outstanding options. Neil L. Colby and Svetlana P. Colby own
together, as tenants by the entireties, a total of 102,316 shares and own no
other shares, individually or otherwise.

<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership Aggregate % of Ownership
---------------------- ------------------------
Name and Address of Prior to After Prior to After
Beneficial Shareholder Offering Offering Offering Offering
---------------------- -------- --------- -------- --------
<S> <C> <C> <C> <C>
James J. Carlstedt 102,316 3,213,466 (a) 10.0 (a) 10.2
10919 N. Dale Mabry Highway (b) 8.3 (b) 8.3
Tampa, Florida 33618

Neil L. Colby and 102,316 3,213,466 (a) 10.0 (a) 10.2
Svetlana "Lana" P. Colby (b) 8.3 (b) 8.3
10919 N. Dale Mabry Highway
Tampa, Florida 33618

Eduardo Garcia, D.V.M 113,116 3,223,966 (a) 11.0 (a) 10.3
10919 N. Dale Mabry Highway (b) 9.2 (b) 8.4
Tampa, Florida 33618 --------- ---------

All officers and directors as a group (4 317,748 9,650,898
persons) ======= ========= (a) 31.2% (a) 30.7%
(b) 26.1% (b) 25.0%
</TABLE>

CERTAIN TRANSACTIONS

There are no relationships, transactions, or proposed transactions to
which the registrant was or is to be a party, in which any of the named persons
set forth in Item 404 of Regulation SB had or is to have a direct or indirect
material interest.

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<PAGE> 52

DESCRIPTION OF SECURITIES

Our articles of incorporation authorize the issuance of (a) 25,000,000
shares of Class A common stock, (b) 25,000,000 shares of Class B common stock,
and (c) 10,000,000 shares of preferred stock. As of the date of this prospectus,
we have outstanding 720,300 shares of Class A common stock, 306,650 shares of
Class B common stock, and 200,000 shares of preferred stock.

UNITS

Each Unit consists of 600 shares of Class A common stock, 200 shares of
preferred stock, and one warrant to purchase up to 60 shares of Class A common
stock. The Class A common stock, preferred stock, and warrants are separately
transferable.

COMMON STOCK

The Class A common stock and Class B common stock are identical in all
respects, except for certain anti-dilution rights of the Class B shares as
described below.

VOTING RIGHTS

Holders of Class A common stock and Class B common stock are entitled
to one vote for each share of common stock held on any matters submitted to a
vote of holders of common stock, subject to the limited but special voting
rights of the holders of preferred stock described below. Holders of common
stock do not have cumulative voting rights.

DIVIDENDS

Holders of Class A common stock and Class B common stock are entitled
to receive ratably any dividends that may be declared by our board of directors
out of funds legally available for dividends, subject to the preferential
dividend rights of the holders of preferred stock described below.

ANTI-DILUTION

Our articles of incorporation provide that holders of the Class B
common stock, as a class, are entitled to a 25% equity interest in our company,
and the holders of the Class A common stock and preferred stock are entitled,
collectively, to a 75% equity interest in our company. Our articles of
incorporation further provide that we and our shareholders will take such
measures from time to time as are necessary or appropriate to maintain these
relative ownership interests. As a result, from time to time we expect to issue
additional shares of Class B common stock to the holders of Class B common stock
so that the number of outstanding shares of Class B common stock at all times
will equal 25% of all our outstanding capital stock. The founders intend and
anticipate that the anti-dilution provisions relating to the Class B common
stock will be eliminated if and when we register a class of our securities under
Section 12 of the Securities Exchange Act of 1934.

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<PAGE> 53

CONVERSION

The Class A common stock and the Class B common stock have no
conversion rights.

LIQUIDATION

If we liquidate, dissolve or wind-up, after payment of our debts and
other liabilities and after making provision for the holders of preferred stock
described below, our remaining assets will be distributed ratably among the
holders of the Class A common stock and the Class B common stock treated as a
single class.

PREFERRED STOCK

Our articles of incorporation contain the designations, rights, powers,
preferences, qualifications and limitations of our preferred stock. A copy of
our articles of incorporation is filed as an exhibit to the registration
statement of which this prospectus is a part. The following is a summary of the
terms of the preferred stock.

ELIGIBLE HOLDERS

As a continuing condition of ownership of shares of preferred stock,
each holder of preferred stock must be (a) a doctor of veterinary medicine or an
entity a majority of the voting interests of which is owned by veterinary
doctors, or a currently enrolled student of veterinary medicine scheduled to
receive his or her degree within 12 months of purchasing the preferred stock,
and (b) an owner of Class A common stock.

RESTRICTIONS ON TRANSFER

Holders of preferred stock may not transfer, pledge, or otherwise
encumber their shares of preferred stock to any other person without our prior
written consent, which we may withhold in our reasonable discretion.

VOTING RIGHTS

Holders of preferred stock are entitled to one vote for each share of
preferred stock held on any matters submitted to a vote of the holders of
preferred stock. Holders of preferred stock have voting rights only with respect
to matters specifically set forth in our articles of incorporation or as may be
granted in our bylaws. These voting rights are as follows:

- The holders of preferred stock, voting as a separate class,
are entitled to elect the minimum number of directors as shall
constitute at any time 25% of all the members of our board of
directors. The holders of Class A common stock and Class B
common stock, voting as a single class, are entitled to elect
the remaining number of members of our board of directors.

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<PAGE> 54

- The holders of preferred stock, voting as a separate class,
are entitled to elect the entire membership of our
Veterinarian Advisory Board.

- We may not amend, alter, or repeal the terms of the preferred
stock so as to adversely affect the holders of the preferred
stock without the written consent or affirmative vote of the
holders of a majority of then outstanding shares of preferred
stock, voting as a separate class.

DIVIDENDS

If our board of directors declares a cash dividend, the holders of
preferred stock are entitled to receive, before payment of any cash dividend on
any other shares of our capital stock, non-cumulative dividends in an amount
equal to $0.125 per share of preferred stock. We may not declare or pay any
dividend or other distribution to our shareholders until holders of our
preferred stock have first received a dividend at such rate. After such payment,
the holders of preferred stock are entitled to participate in any dividend
declared by us and to receive, ratably with the holders of Class A common stock
and Class B common stock, additional dividends in an amount up to $0.1875 per
share of preferred stock, and no more. Any dividends payable to holders of the
preferred stock are payable only when and as declared by our board of directors.

ANTI-DILUTION

There are no anti-dilution provisions associated with the Preferred Stock.

CONVERSION

The Preferred Stock has no conversion rights.

LIQUIDATION

If we liquidate, dissolve or wind-up, after payment of our debts and
other liabilities, holders of our preferred stock are entitled to receive,
before any payment is made to the holders of the Class A common stock or the
Class B common stock, an amount equal to $1.25 per share of preferred stock,
plus any accrued but unpaid dividends on the preferred stock. If upon a
liquidation, dissolution or winding up our assets available for distribution to
shareholders are insufficient to pay the holders of the preferred stock the full
amount to which they are entitled, then the holders of the preferred stock will
share ratably in any distribution of our assets in proportion to the respective
amounts that would otherwise be payable in respect of the shares of preferred
stock held by them upon such distribution if all amounts payable on or with
respect to such shares were paid in full.

REDEMPTION

If a holder of preferred stock ceases to meet the eligibility
requirements to hold preferred stock described under "Eligible Holders" above,
then we will redeem all of the shares of preferred stock held by the shareholder
at a price of $1.25 per share, plus any declared but unpaid dividends on the
preferred stock. However, we are not required to pay, during any fiscal

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<PAGE> 55

year, more than 20% of our after-tax income for the previous year to redeem
shares of preferred stock. If we are unable to redeem all of the shares subject
to redemption during any fiscal year, we will redeem the maximum number of whole
shares possible during such period. If the funds available for redemption are
insufficient in any given fiscal year to redeem all of the shares required to be
redeemed, we will redeem the maximum number of whole shares possible and will
redeem as any shares left unredeemed during such fiscal year as soon as we are
permitted to do so.

WARRANTS

Each warrant entitles the holder of the warrant, upon exercise, to
purchase one share of Class A common stock at a price of $1.25 per share,
subject to adjustment. The warrants are exercisable for a period of five (5)
years, beginning on the date of this prospectus, subject to our meeting current
prospectus requirements for the exercise of the warrants under state and federal
securities laws. The warrants will be exercisable during the period during which
the registration statement relating to this offering is effective, which period
is anticipated to be approximately 18 months. Thereafter, the warrants will be
exercisable only at such time as a registration statement relating to the
warrants is effective. In any event, the warrants will terminate and no longer
be exercisable as of the fifth anniversary of the date of this prospectus. We
anticipate that any future registration statement covering the warrants will
only be filed in connection with a "qualified public offering" by us. For this
purpose, a "qualified public offering" means an offering of our securities
pursuant to which a class of our securities is registered under Section 12 of
the Securities Exchange Act of 1934. The eligibility criteria for receiving
warrants in this offering are as follows:

- Each investor purchasing units within 75 days of the date the
offering becomes effective in the investor's state of
residency will receive warrants to purchase up to 30 shares
for each unit purchased; and

- Each investor purchasing units within 105 days of the date the
offering becomes effective in the investor's state of
residency will receive warrants to purchase up to 18 shares
for each unit purchased.

Investors not purchasing within the prescribed time period will not be eligible
to receive any warrants.

The exercise price of the warrants and the number and kind of shares of
Class A common stock or other securities issuable upon the exercise of warrants
are subject to adjustment in certain circumstances including a stock split of,
or stock dividend on, the Class A common stock, all as set forth in the Warrant
Agreement relating to the issuance of the warrants. There will be no adjustment
for the payment of cash dividends, if any, by us on our securities. Holders of
the warrants have no voting power and are not entitled to any dividends. In the
event we go through any dissolution or winding up, the holders of the warrants
will not be entitled to participate in a distribution of our assets.

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<PAGE> 56

In the event that we adopt a resolution to merge, consolidate, or sell
all or substantially all of our assets prior to the expiration of the warrants,
each warrant holder, upon the proper exercise of his warrant, would be entitled
to receive the same treatment as other holders of any other shares of common
stock. In the event we adopt a resolution for the liquidation, dissolution or
winding-up of our business, we will give written notice of the adoption of such
resolution to the registered holders of the warrants. At that time, all
liquidation and dissolution rights under the warrants will terminate at the end
of 30 days from the date of the notice to the extent not exercised within those
30 days.

The above summary is subject to the provisions of the warrants and the
Warrant Agreement, copies of which were filed as exhibits to our Registration
Statement on Form SB-2 with the U.S. Securities and Exchange Commission, of
which this prospectus is a part. You should review such exhibits for a detailed
description of the provisions thereof as summarized above. See also "How to Get
More Information."

Upon notice to the warrant holders, we have the right to reduce the
exercise price or extend the expiration date of the warrants. The warrants may
be exercised upon surrender of the warrant certificate on or prior to the
expiration date (or earlier redemption date, if applicable) of such warrants at
the offices of the warrant agent, with the form of "Election to Purchase" on the
reverse side of the warrant certificate completed and executed as indicated,
accompanied by payment of the full exercise price (by certified check payable to
the order of the appropriate warrant agent) for the number of warrants being
exercised.

We are required to have a current registration statement on file with
the SEC and to effect appropriate qualifications under the laws and regulations
of the states in which the holders of the warrants reside in order for warrant
holders to exercise and publicly sell the shares of Class A common stock
underlying such warrants. We cannot guarantee that our registration statement,
of which this prospectus is a part, will remain current or that we will be able
to file and have declared effective a new registration statement and maintain it
currently, the failure of which would result in the inability of warrant holders
to exercise and publicly sell the underlying shares of the Class A common stock.

OPTIONS AND OTHER WARRANTS

We also have outstanding options to purchase shares of our Class A
common stock at exercise prices ranging from $1.04 to $1.25 per share and that
are exercisable for a period of 5 years from the date of their issuance. All of
these options have been issued to persons providing consulting or other services
to us.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Florida law authorizes Florida corporations to indemnify any person who
was or is a party to any proceeding (other than an action by, or in the right
of, the corporation), by reason of the fact that he or she is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation or other entity, against liability incurred in connection with such
proceeding, including any appeal thereof, if he or she acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with

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<PAGE> 57

respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is adjudged liable, unless the court in which such action was
brought determines such person is fairly and reasonably entitled to
indemnification. The indemnification provisions of Florida law require
indemnification if a director or officer has been successful on the merits or
otherwise in defense of any action, suit or proceeding to which he or she was a
party by reason of the fact that he or she is or was a director or officer of
the corporation. The indemnification authorized under Florida law is not
exclusive and is in addition to any other rights granted to officers and
directors under the articles of incorporation or bylaws of the corporation or
any agreement between officers and directors and the corporation. A corporation
may purchase and maintain insurance or furnish similar protection on behalf of
any officer or director against any liability asserted against the officer or
director and incurred by the officer or director in such capacity, or arising
out of the status, as an officer or director, whether or not the corporation
would have the power to indemnify him or her against such liability under
Florida law.

Our bylaws provide for the indemnification of our directors and
executive officers to the maximum extent permitted by Florida law and for the
advancement of expenses incurred in connection with the defense of any action,
suit or proceeding that the director or executive officer was a party to by
reason of the fact that he or she is or was one of our directors or executive
officers upon the receipt of an undertaking to repay such amount, unless it is
ultimately determined that such person is not entitled to indemnification.

Under Florida law, a director is not personally liable for monetary
damages to a corporation or any other person for acts or omissions in his or her
capacity as a director except in certain limited circumstances such as certain
violations of criminal law and transactions in which the director derived an
improper personal benefit. As a result, shareholders may be unable to recover
monetary damages against directors for actions taken by them which constitute
negligence or gross negligence or which are in violation of their fiduciary
duties, although injunctive or other equitable relief may be available.

The foregoing provisions of Florida law and our bylaws could have the
effect of preventing or delaying a person from acquiring or seeking to acquire a
substantial equity interest in, or control of, our company.

We intend sometime in the future to purchase and maintain directors'
and officers' insurance in an as yet undetermined amount. This insurance will
insure directors and officers against any liability arising out of the
director's or officer's status as such, regardless of whether we have the power
to indemnify the director or officer against the liability under applicable law.

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

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<PAGE> 58

TRANSFER AGENT AND WARRANT AGENT

SunTrust Bank of Atlanta is the transfer agent and registrar for the
shares of Class A common stock, Class B common stock, and preferred stock, and
is the warrant agent for the warrants.

PLAN OF DISTRIBUTION

We will sell a maximum of 35,000 units (each unit consisting of 600
shares of our Class A common stock and 200 shares of our preferred stock) in
this offering and will be selling only to veterinarians and veterinary medicine
students. In addition, investors meeting certain conditions relating to the
timing of their subscription will be entitled to receive warrants to purchase up
to 60 additional shares of Class A common stock at $1.25 per share for each unit
purchased.

We are not registering the units or underlying stock or warrants for
trading on the Nasdaq Stock Market or any other exchange or trading medium and
plan to conduct this offering on a "direct participation" basis without the use
of any underwriters, broker-dealers or other sellers. We do not anticipate that
any market will develop for our securities in the foreseeable future. We intend
to comply at all times with Regulation M under the Securities Exchange Act of
1934, as amended.

We plan to conduct this offering on a "direct participation" basis
through certain of our officers and directors. Specifically, we anticipate that
James Carlstedt, Eduardo Garcia, Neil Colby and Seth Maloff, each of whom is an
officer, director or both of our company, will participate on our behalf in the
sale of the units. However, we may at some point engage one or more
underwriters, broker-dealers or sellers to assist in the sale of the units and,
if so, will pay commissions to such persons not to exceed 10% of sales made by
such persons. The minimum purchase required of an investor is $2,000 (2 units),
except for investors who meet certain criteria permitting them to subscribe for
a minimum purchase of $1,000 (1 unit). We cannot guarantee that any of the
units will be sold. The net proceeds to us will be $35 million, minus
associated expenses of the offering, if all the units offered are sold and no
underwriters, broker-dealers or other sellers are used.

Our methods of solicitation will include informational booths and
presentations at industry and professional conventions, seminars, and trade
shows, direct mail to veterinarians, trade journal ads and on our Web site.
With respect to offers and sales of the units

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<PAGE> 59

through our Web site, we will have a protocol in place that will allow Web site
visitors to view and download or otherwise request delivery of the final
prospectus. Those visitors interested in investing in the offering will be
permitted to access the subscription agreement pertaining to the offering and
purchase units using a major credit card for payment. As a condition to gaining
access to the subscription process, the investor will be required to provide
requisite background information (for informational and eligibility verification
purposes) and we must have verified that a copy of the final prospectus has been
delivered, either by U.S. Mail or electronically (by e-mail or downloading
from our Web site). If any investor subscribes using a credit card and the
subscription is rejected because it is determined the subscriber is not a
veterinarian, we will credit the subscriber's credit card account used for the
purchase price, less any credit card fees incurred by us in processing the
purchase. If we fail to reach the minimum offering amount, each investor who
purchased units using a credit card will be credited for the full amount of the
purchase price, without interest, subject to deduction of any credit card issuer
fees as described above.

These securities are offered by us subject to prior sale and to
approval of certain legal matters by counsel.

Certain of our officers and directors will be offering and selling the
units on our behalf. Those officers and directors offering the securities on our
behalf will be relying on the safe harbor from broker-dealer registration rule
set out in Rule 3a4-1. We have been informed by these officers and directors
that:

- they are not subject to statutory disqualification as defined
in Section 3(a)(39) of the Securities Exchange Act of 1934;

- they are not compensated in connection with their
participation by the payment of commissions or other
remuneration based either directly or indirectly on
transactions in securities; and

- they are not an associated person of a broker or dealer.

Additionally, our officers and directors offering and selling the units
meet the conditions of part (a)(4)(iii) where participation will be restricted
to:

- preparing any written communication or delivering such
communication through the mails or other means that does not
involve oral solicitation by the associated person of a
potential purchaser; provided, however, that the content of
such communication is approved by a partner, officer or
director of the issuer;

- responding to inquiries of a potential purchaser in a
communication initiated by the potential purchaser; provided,
however, that the content of such responses are limited to
information contained in a registration statement filed under
the Securities Act of 1933 or other offering document; or

- performing ministerial and clerical work involved in effecting
any transaction.

54
<PAGE> 60

LIMITED STATE REGISTRATION

We anticipate that we will not be able to register the sale of the
units in every state. Therefore, this prospectus shall not be deemed to
constitute an offer to sell in any state where failure to register this offering
would violate the laws of that state. Any sale of our securities will depend on
registration or available exemptions under the Blue Sky laws of states in which
the securities are sold.

MARKET FOR OUR COMMON EQUITY AND
RELATED SHAREHOLDER MATTERS

Prior to the date hereof, there has been no trading market for any of
our securities, including the units and underlying preferred stock and common
stock. Although the units and underlying securities are being registered, we do
not believe that any trading market will develop for any of our securities in
the foreseeable future. Our articles of incorporation generally restrict
ownership of the preferred stock to licensed veterinarians. Further, we
anticipate that the units will be offered directly by us without the assistance
of an underwriter. To date, neither we nor anyone acting on our behalf has taken
any affirmative steps to retain or encourage any broker dealer to act as a
market maker for our common stock at any time, now or in the future. Further,
there have been no discussions or understandings, preliminary or otherwise,
between us or anyone acting on our behalf and any market maker regarding the
participation of any such market maker in the future trading market, if any, for
our common stock. Accordingly, there is no likelihood of an active public
trading market, as that term is commonly understood, developing for the shares.

All of the shares of our Class A common stock, Class B common stock,
and preferred stock currently outstanding were issued pursuant to an exemption
from registration under the Securities Act and are "restricted securities" as
that term is defined in the Securities Act.

We have paid no dividends to date on any of our capital stock and do
not anticipate paying dividends for the foreseeable future.

ORGANIZATION WITHIN LAST FIVE YEARS

The names of the promoters of the registrant are the officers and
directors as disclosed elsewhere in this Form SB-2. None of the promoters have
received anything of value from us in connection with this offering.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No named expert or counsel was hired on a contingent basis. No named
expert or counsel will receive a direct or indirect interest in us. No named
expert or counsel is or was a promoter, underwriter, voting trustee, director,
officer, or employee of ours.

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS

None.

55
<PAGE> 61

LEGAL MATTERS

The legality of the securities offered in this prospectus will be
passed upon for us by Kalish & Ward, Professional Association, Bank of America
Plaza, 101 East Kennedy Blvd., Suite 4100, Tampa, Florida 33602.

EXPERTS

Our financial statements as of and for the period ended September 30,
2000 appearing in this prospectus and registration statement have been audited
by Kirkland, Russ, Murphy & Tapp, P.A. independent certified public accountants,
as stated in their report appearing herein and have been so included in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

HOW TO GET MORE INFORMATION

We have filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to the
securities offered by this prospectus. This prospectus, which forms a part of
the registration statement, does not contain all the information set forth in
the registration statement, as permitted by the rules and regulations of the
Commission. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document that we have filed as an exhibit to the registration statement
are qualified in their entirety by reference to the exhibits for a complete
statement of their terms and conditions. The registration statement and other
information may be read and copied at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, DC 20549, and at the Commission's Regional
Offices located at 7 World Trade Center, Suite 1300, New York, New York, 10048,
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The public may
obtain information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains a Web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.

56
<PAGE> 62

FINANCIAL STATEMENTS

F-1
<PAGE> 63

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENTAL STAGE ENTERPRISE)

FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(WITH INDEPENDENT AUDITORS' REPORT THEREON)

<PAGE> 64

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
PetsVetsandYou.com, Inc.:

We have audited the accompanying balance sheet of PetsVetsandYou.com, Inc., a
development stage enterprise, as of September 30, 2000, and the related
statement of operations, Shareholders' equity, and cash flows for the period
from January 5, 2000 (date of inception) to September 30, 2000. 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 PetsVestandYou.com, Inc. at
September 30, 2000, and results of its operations and its cash flows for the
period from January 5, 2000 (date of inception) to September 30, 2000 in
conformity with generally accepted accounting principles.

KIRKLAND, RUSS, MURPHY & TAPP
November 1, 2000
Clearwater, Florida

<PAGE> 65

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

BALANCE SHEET

SEPTEMBER 30, 2000

ASSETS

<TABLE>

<S> <C> <C>
Current assets:
Cash $ 709,710
Prepaid expenses 80,901
---------

Total current assets 790,611

Property and equipment, net 12,732
---------

$ 803,343
=========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable 47,684
---------

Total current liabilities 47,684

Redeemable preferred stock, $.001 par value, 10,000,000 shares authorized,
200,000 shares issued and outstanding, liquidated at an amount
equal to $1.25 per share, plus any dividends declared 250,000
---------

Total liabilities 297,684

Shareholders' equity:
Common stock:
Class A, $.001 par value, 25,000,000 shares authorized, 720,300
shares issued and outstanding 720
Class B, $.0001 par value, 25,000,000 shares authorized, 306,650 shares
issued or outstanding 31
Additional paid-in capital 749,281
Deficit accumulated during the development stage (244,373)
---------

Total Shareholders' equity 505,659
---------

$ 803,343
=========
</TABLE>

See accountants' notes to financial statements

<PAGE> 66

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENT OF OPERATIONS

FOR THE PERIOD JANUARY 5, 2000 (DATE OF INCEPTION)
TO SEPTEMBER 30, 2000

<TABLE>
<S> <C>
Operating expenses:
General and administrative expenses $ 244,373
----------

Total operating expense 244,373
----------

Net loss $ (244,373)
==========

Basic net loss per share $ (.52)
==========

Basic weighted average number of
common shares outstanding 466,679
==========

Diluted net loss per share $ (.51)
==========

Diluted weighted average number of
common shares outstanding 483,283
==========
</TABLE>

See accountants' notes to financial statements.

<PAGE> 67

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENT OF SHAREHOLDERS' EQUITY

FOR THE PERIOD FROM JANUARY 5, 2000 (DATE OF INCEPTION)
TO SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
CLASS A CLASS B ADDITIONAL DURING TOTAL
COMMON COMMON PAID-IN DEVELOPMENT SHAREHOLDERS'
STOCK STOCK CAPITAL STAGE EQUITY
------------ ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balances at January 5, 2000 $ -- -- -- -- --

January 20, 2000, initial contribution:
300 shares of Class A
common stock at $.001
per share -- -- -- -- --

76,650 shares of Class B
common stock for
$.0001 per share -- 8 -- -- 8

June 8, 2000, initial
contribution of 230,000 shares
of Class B common stock for
$.0001 per share -- 23 -- 23

June 20, 2000, sale of 720,000
shares of Class A common
stock at $1.04 per share 720 -- 749,281 -- 750,001

Net loss -- -- -- (244,373) (244,373)
------ ------ --------- --------- ---------

Balances at September 30, 2000 $ 720 31 749,281 (244,373) 505,659
====== ====== ========= ========= =========
</TABLE>

See accountants' notes to financial statements.

<PAGE> 68

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 5, 2000 (DATE OF INCEPTION)
TO SEPTEMBER 30, 2000

<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss $ (244,373)
Depreciation 2,605
Increase in accounts payable 47,684
Increase in prepaid expenses (80,869)
-----------

Net cash used in operating activities (274,953)
-----------

Cash flows from investing activities:
Purchase of property and equipment, net (15,337)
-----------

Net cash used in investing activities (15,337)
-----------

Cash flows from financing activities:
Capital contributions 750,000
Proceeds from redeemable preferred stock 250,000
-----------

Net cash provided by financing activities 1,000,000
-----------

Net increase in cash 709,710

Cash at beginning of period --
-----------

Cash at end of period $ 709,710
===========

Supplemental disclosure of non-cash investing and financing activities:
Receivable issued for common stock $ 32
===========
</TABLE>

See accountants' notes to financial statements.

<PAGE> 69

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2000

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Description of Business

PetsVetsandYou.com, Inc. (Company), a developmental stage
enterprise, is developing a comprehensive pet supply and
information Web site, which will provide a comprehensive
inventory of the pet-related products, along with selling Web
hosting services, staff training and educational services and
buying group services to veterinarian shareholders and
affiliates.

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased
with an original maturity of three months or less to be cash
equivalents.

Property and equipment are stated at cost. Depreciation on
property and equipment is calculated on the straight-line
method over the estimated useful lives ranging from three to
five years.

(d) Income Taxes

Effective January 5, 2000, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes." Under the asset and liability method of SFAS
No. 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered
or settled.

(e) Estimates

In preparing financial statements in conformity with generally
accepted accounting principles, management makes estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, as well
as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.

(continued)

<PAGE> 70

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- CONTINUED

(f) Start-Up Costs

The Company adopted the Statement of Position 98-5, Reporting
on the Costs of Start-Up Activities (SOP 98-5), which requires
that preopening and other start-up costs be expensed as
incurred rather than capitalized. The adoption has been made
effective as of the date of inception.

(g) Concentration of Credit Risk

The Company maintains cash balances in financial institutions.
Occasionally, deposits exceed amounts insured by the Federal
Deposit Insurance Corporation.

(h) Advertising and Promotional Costs

Advertising and promotional costs are expensed as incurred and
are included in general and administrative expense in the
accompanying statement of operations. Total advertising and
promotional expense approximated $1,800 for the period ended
September 30, 2000.

(i) Fiscal Year

The Company's fiscal year ends on December 31.

(2) PREPAID EXPENSES

Prepaid expenses consist primarily of amounts paid in connection with
the initial public offering.

(3) PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following at September 30,
2000:

<TABLE>
<S> <C>
Computer equipment $ 8,391
Display graphics 6,196
Furniture 750
--------
15,337

Less accumulated depreciation (2,605)
--------

$ 12,732
========
</TABLE>

(continued)

<PAGE> 71

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

(4) LEASES

The Company entered into an agreement on June 15, 2000, to lease
approximately 800 square feet of office space from an independent party
in Tampa, Florida. The facility is located at 10919 North Dale Mabry
Highway, Tampa, Florida. The lease expires on June 14, 2001. The
monthly lease payments are $850, plus applicable sales tax.

(5) REDEEMABLE PREFERRED STOCK

During 2000, the Company issued 200,000 shares of preferred stock at an
aggregate price of $250,000. As a condition of ownership of shares of
Preferred Stock, each holder must be a licensed and actively practicing
Doctor of Veterinary Medicine, or an entity of which a majority of the
voting interests is owned by such a licensed and practicing veterinary
doctor, and such holder must own Class A Stock.

The holders of the Preferred Stock are entitled to one vote for each
share of Preferred Stock held concerning matters specifically related
to the Preferred Shareholders. The holders of Preferred Stock are
entitled to elect the minimum number of directors that constitute at
least twenty-five percent of all members of the Board of Directors. The
holders of the Preferred Stock are entitled to elect the members of the
Company's Veterinarian Advisory Board. The issued shares of Preferred
Stock are generally non-transferable.

Dividends for the Preferred Stock are non-cumulative. No dividends have
been declared as of September 30, 2000. The Company shall redeem any or
all shares of Preferred Stock then issued and outstanding at a price of
$1.25 per share (subject to adjustment for stock dividend or stock
split) plus any declared but unpaid dividends to a holder ceasing to
meet the eligibility requirements of a Preferred Stockholder.

(6) SHAREHOLDERS' EQUITY

(a) Class A Stock

The holders of Class A Stock are not entitled to vote on any
matters except as required by the Florida Business
Corporations Act.

The holders of Class A Stock are to share any and all
dividends declared and payable with the holders of Class B
Stock on share for share basis, subject to the rights of the
holders of Preferred Stock.

Subject to the preferential rights of the holders of Preferred
Stock, holders of Class A and Class B Stock will share upon
liquidation or dissolution of the Company on a share for share
basis, the assets of the Company available for distribution to
its shareholders.

As of September 30, 2000, 720,300 shares of Class A Stock had
been issued for an aggregate price of $750,001.

(continued)

<PAGE> 72

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

(6) SHAREHOLDERS' EQUITY - CONTINUED

(b) Class B Stock

The voting power of the Company is vested solely in the Class
B stock, subject to certain limited but special voting rights
of the holders of the Preferred Stock. Holders of the Class B
Stock are entitled to one vote for each share of Class B stock
held.

The holders of Class B Stock are to share any and all
dividends declared and payable with the holders of Class A
Stock on share for share basis, subject to the rights of the
holders of Preferred Stock.

Subject to the preferential rights of the Preferred
Shareholders, holders of Class A Stock and Class B Stock will
share, upon liquidation or dissolution of the Company on a
share for share basis, the assets of the Company available for
distribution to its shareholders.

As of September 30, 2000, 306,650 shares of Class B Stock had
been issued for an aggregate price of $31.

(7) INCOME TAXES

The Company had no income tax expense as of September 30, 2000, due to
its operating loss. Such loss, subject to certain limitations, expires
in 2015. To the extent that the Company has taxable net income, the
loss carryforward will be used to offset the taxable income.

Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Significant components of the Company's deferred tax assets
and liabilities as of September 30, 2000 are as follows:

<TABLE>
<S> <C>
Deferred tax assets:
Net operating loss $ 92,000
Valuation allowance for deferred tax assets (92,000)
---------
Net deferred tax assets $ --
=========
</TABLE>

(8) COMMITMENTS AND CONTINGENCIES

(a) Public Offering

The Company is seeking financing through a public offering of their
Preferred Stock and Class A Common Stock. This public offering is
contingent on the Company providing investors with audited financial
statements.

(continued)

<PAGE> 73

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

(8) COMMITMENTS AND CONTINGENCIES - CONTINUED

(b) Potential Legal Claims

The Company recognizes that claims may arise during the normal
course of business, however, currently the Company's
management and legal counsel are unaware of any pending,
threatened or unasserted claims made against management.

(9) EMPLOYMENT AGREEMENT

The Company entered into an employment agreement covering a one year
period from July 5, 2000 to July 5, 2001. This agreement will renew
automatically for successive and separate one year periods unless prior
notice is given. The Company is paying the employee $40,000 per period
and has granted warrants to purchase 5,000 shares of common stock at a
price of $1.04 per share, for a period of five years (see Note 10).

(10) STOCK OPTION AGREEMENTS

The Company entered into stock option agreements with certain key
personnel in which the Company grants the option to purchase up to
40,000 shares of Class A common stock for an exercise price of $1.04
per share over a period of five years.

The calculation of the fair values of the options, under the minimum
value method assumes that no dividends will be issued prior to the
exercise of the option and that the current value of the stock at the
grant date is the price the shares were sold during the private
placement which occurred in April of 2000.

The Company has accounted for the stock options under APG Opinion 25,
an accounting standard under which no related compensation expense was
recognized as of September 30, 2000, the period of the grant. The
Company adopted the disclosure-only provision of SFAS No. 123
"Accounting for Stock-Based Compensation" (SFAS 123), which allows
companies to continue following the accounting guidance of APB 25, but
requires pro forma disclosure of net income and earnings per share for
the effects on compensation expense had the accounting guidance of SFAS
123 been adopted. Accordingly, no compensation cost has been recognized
for the Company's granted stock options and warrants. Had compensation
and other costs for the Company's granted stock options and warrants
been determined consistent with the provisions of SFAS 123, the impact
on the net operations would have been immaterial.

(continued)

<PAGE> 74

PETSVETSANDYOU.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

(11) EARNINGS (LOSS) PER SHARE

Basic and diluted net loss per common share is computed by dividing
loss available to common shareholders by the weighted average number of
common shares outstanding during the period.

(12) SUBSEQUENT EVENTS

The Company anticipates that prior to the effective date of its
registration statement, it will amend its articles of incorporation to
give the Class A Common Stock voting rights pari passu with the Class B
Common Stock.
<PAGE> 75
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant's Board of Directors is authorized under Section
607.0850 of the Florida Business Corporation Act ("FBCA") and by its bylaws to
provide general indemnification to its officers, directors, employees and agents
regarding any claims or liabilities incurred by them while acting within the
scope of their duties as such or in the course of their employment or while
serving at the request of the registrant as a director, officer, employee or
agent of another enterprise, so long as such person acted in good faith and in a
manner he or she reasonably to be in, or not opposed to, the best interests of
the registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<TABLE>
<S> <C>
SEC registration fee................................................ $9,933
Blue Sky fees and expenses.......................................... **
Legal fees and expenses............................................. **
Accounting fees and expenses........................................ **
Printing and engraving.............................................. **
Transfer agent fees................................................. **
Miscellaneous....................................................... **
------
Total............................................................... $ **
======
</TABLE>

-------------------------
* All expenses will be paid by Registrant and, other than the SEC
registration fee, are estimated.

** To be supplied by amendment.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

SHARES ISSUED TO FOUNDING INVESTORS AS PART OF THE ORGANIZATION OF THE COMPANY,
AS OF JANUARY 20, 2000

<TABLE>
<CAPTION>
CLASS A CLASS A CLASS B CLASS B
SUBSCRIBER SHARES CONSIDERATION SHARES CONSIDERATION
---------- ------ ------------- ------ -------------
<S> <C> <C> <C> <C>
James J. Carlstedt 100 $ -0- 25,550 $10.33
Eduardo Garcia, D.V.M. 100 $ -0- 25,550 10.33
Lana Colby and Neil Colby, as
Tenants by the Entireties 100 $ -0- 25,550 10.33
--- ----- ------ ------
300 $ -0- 76,650 $31.00
=== ===== ====== ======
</TABLE>

II-1

<PAGE> 76
UNITS* PURCHASED BY SUBSCRIBERS, IN CONNECTION WITH THE PRIVATE OFFERING,
AND ISSUED AS OF JUNE 8, 2000

<TABLE>
<CAPTION>
NO. OF
SUBSCRIBER UNITS CONSIDERATION
---------- ----- -------------
<S> <C> <C>
Able, Bell, Matchette and Norris, partnership 1 $5,000

Dr. J. Daniel Adamson and Catherine A. Adamson, as Joint Tenants
with Rights of Survivorship 2 10,000

Dr. and Mrs. Jerry L. Bancroft, Tenants by the Entirety 4 20,000

Dr. Tim Banker and Mrs. Mary Banker, as Tenants by the Entirety 2 10,000

Dr. James G. Barrie and Kathleen P Barrie, as Joint Tenants with
Rights of Survivorship 2 10,000

James E. Baxley, Jr. and Elizabeth Baxley, as Joint Tenants with
Rights of Survivorship 2 10,000

Dr. Harold W. Black 4 20,000

Barry R. Bonnville 1 5,000

Henry P. Brooks, Jr. 4 20,000

Dr. L. Franklin Brown and Amelia B Brown, as Joint Tenants with
Rights of Survivorship 1 5,000

Wesley F. Borgman 1 5,000

Bush Animal Clinic, P.C. 1 5,000

Drs. Mark & Deborah Butler, as Tenants by the Entirety 1 5,000

Dr. George Robert Campbell 2 10,000

John Michael Canipe and Corina Dawn Canipe, as Tenants by the
Entirety 2 10,000

Dr. Jerry Case 4 20,000

Kerry N. Chatham and Karen N. Chatham, as Joint Tenants with
Rights of Survivorship 2 10,000

Robert E. Cope, Trustee 2 10,000

Robert Anthony Crider 2 10,000

Dr. Claude E. Curry and Linda T. Curry, as Joint Tenants with
Rights of Survivorship 2 10,000

Dr. Nancy Decker 2 10,000
</TABLE>

II-2
<PAGE> 77
UNITS* PURCHASED BY SUBSCRIBERS, IN CONNECTION WITH THE PRIVATE OFFERING,
AND ISSUED AS OF JUNE 8, 2000

<TABLE>
<CAPTION>
NO. OF
SUBSCRIBER UNITS CONSIDERATION
---------- ----- -------------
<S> <C> <C>
Dr. Robert P. Dilbone and Margaret H. Dilbone, as Joint Tenants
with Rights of Survivorship 2 10,000

Dr. Hubert R. Doerr 4 20,000

Dr. Paul R. Douglass 4 20,000

Dr. Robert H. Encinosa, Jr. and Cheryl L. Encinosa, as Tenants by
the Entirety 2 10,000

Fairfax Animal Clinic, Inc. 2 10,000

Timothy L. Fitzpatrick 4 20,000

Charles E. Franklin 4 20,000

Dr. Eduardo Garcia 3 15,000

Dr. G.R. Ghabbour 1 5,000

Walter B. Gregg, Jr. 2 10,000

Henry A. Hart, III, D.V.M. 1 5,000

Melvin L. Helphry, as Trustee Trust 4 20,000

Dorsey G. Hightower and Sandra L. Hightower as Trustees 2 10,000

Stephen G. Hendrix 2 10,000

Dr. Tim Howell and Frieda Howell, Joint Tenants with Rights of
Survivorship 4 20,000

Wayne K. Hodsden and Barbara A. Hodsden, as Joint Tenants with
Rights of Survivorship 4 20,000

Dr. Peter Hulse 2 10,000

Dr. Campbell Carr Hyatt III 1 5,000

Stephen C. Jaffe and Ingrid D. Jaffe, as Tenants by the Entirety 1 5,000

Randall L. Lange and Christy C. Lange, as Tenants by the Entirety 2 10,000

Dr. Terrence S. Keene and Mrs. Lisa L. Keene, as Joint Tenants by
the Entirety 4 20,000

Steve M. Ladd 1 5,000

Dr. Teresa L. Lightfoot 2 10,000
</TABLE>

II-3
<PAGE> 78
UNITS* PURCHASED BY SUBSCRIBERS, IN CONNECTION WITH THE PRIVATE OFFERING,
AND ISSUED AS OF JUNE 8, 2000

<TABLE>
<CAPTION>
NO. OF
SUBSCRIBER UNITS CONSIDERATION
---------- ----- -------------
<S> <C> <C>
Tommy J. Little 4 20,000

Dr. J. Martin Losey II and Kay K. Losey, as Joint Tenants with 2 10,000
Rights of Survivorship

Robert H. Lynch 2 10,000

Ross D. McKinlay 1 5,000

Dr. Lester Mandelker 1 5,000

Dr. William M. Martin and Willa Dee Martin, Joint Tenants with
Rights of Survivorship 4 20,000

James W. Mason, Trustee 4 20,000

Dr. James A. Mayer 4 20,000

Dr. William Bev McClain 4 20,000

Dr. Richard L. Moore and Joan M. Moore, as Tenants by the Entirety 4 20,000

Dr. P. Charles Moyers 2 10,000

Dr. Harold E. Ott 4 10,000

Dr. Paul L. Plummer and Sonja, as Joint Tenants with Rights of
Survivorship 2 10,000

Gary A. Pope 2 10,000

Joseph Priest and Dolores Priest, as Joint Tenants with Rights of 2 10,000
Survivorship

Dr. Patrick Proctor and Pamela Proctor, as Joint Tenants with
Rights of Survivorship 2 10,000

Jerome B. Ramey, Sr. 4 20,000

Dr. Ralph W. Raymond and Judy L. Raymond, as Tenants by the 2 10,000
Entirety

Dr. Harold F. Reece and Clarice Reece, as Tenants by the Entirety 4 20,000

Howard Rennecker 2 10,000

Dr. John N. Rife and Kathleen Rife, as Joints Tenants with Rights
of Survivorship 2 10,000

Dr. Carlos L. Saavedra and Maria L. Saavedra, as Tenants by the 1 5,000
Entirety
</TABLE>

II-4
<PAGE> 79
UNITS* PURCHASED BY SUBSCRIBERS, IN CONNECTION WITH THE PRIVATE OFFERING,
AND ISSUED AS OF JUNE 8, 2000

<TABLE>
<CAPTION>
NO. OF
SUBSCRIBER UNITS CONSIDERATION
---------- ----- -------------
<S> <C> <C>
Dr. Andrew P. Schroyer and Charlsey, as Joint Tenants with Rights
of Survivorship 4 20,000

Dr. Brian M. Shaw 1 5,000

Dr. Stephen Shores 4 20,000

Dr. Arthur M. Simon 1 5,000

Dr. and Mrs. Richard J. Smolen, as Tenants by the Entirety 3 15,000

Steven R. Smolen 1 5,000

Dr. Richard A. Solwitz 4 20,000

Dr. Frederik R. Tellekamp 1 5,000

Dr. Samuel B. Vaughn 4 20,000

Plant City Animal Hospital, Inc. 1 5,000

W. Doyle Watson, as Custodian 4 20,000

Dr. Ronald E. Whitford 2 10,000

Dr. H. L. Whitley, Jr. 4 20,000

Dr. Thomas F. Whitley 1 5,000

Dr. Charles Williston and Dr. Jane Williston, as Joint Tenants
with Rights of Survivorship 4 20,000
----
200
====
</TABLE>

* Each Unit is comprised of 3,600 shares of Class A common stock, par
value $.001 per share and 1,000 shares of preferred stock, par value
$.001 per share

THE FOLLOWING SHARES OF CLASS B STOCK WERE ISSUED PURSUANT TO THE
ANTI-DILUTION PROVISION SET FORTH UNDER THE ARTICLES OF INCORPORATION OF THE
COMPANY IN CONNECTION WITH THE RECENTLY COMPLETED
PRIVATE OFFERING BY THE COMPANY. SUCH SHARES WERE ISSUED AS OF JUNE 8, 2000

<TABLE>
<CAPTION>
SUBSCRIBER CLASS B SHARES
---------- --------------
<S> <C>
James J. Carlstedt 76,666 2/3
Eduardo Garcia, D.V.M. 76,666 2/3
Lana Colby and Neil Colby, as Tenants by the
Entireties 76,666 2/3
-------
230,000
=======
</TABLE>

II-5
<PAGE> 80

The units were issued pursuant to and in reliance upon Regulation D and
Rule 504 under the Securities Act of 1933, as amended. All other transactions
were made in reliance upon Section 4(2) of the Securities Act of 1933, as
amended, for transactions not involving a public offering.

27. EXHIBITS.

The following is a list of exhibits filed as part of this Registration
Statement:

<TABLE>
<CAPTION>
Exhibit Method of
Number Description of Document Filing
------ ----------------------- ------
<S> <C>
3.1 -- Articles of Incorporation of Registrant.......................... **
3.2 -- Bylaws of Registrant............................................. **
4.1 -- Specimen Common Stock Certificate of Registrant.................. *
4.2 -- Warrant Certificate and Warrant Agreement of
Registrant....................................................... *
4.3 -- See Exhibit 3.1 and 3.2 for provisions in Registrant's Articles
of Incorporation and Bylaws defining the rights of holders of
Registrant's Securities....................................... **
5.1 -- Counsel's Opinion re: legality of securities..................... *

10.1 - 10.__ -- Material Contracts........................................ *

10.4 -- Form of Stock Option Agreement for Consultants................... *
23.1 -- Consent of Independent Certified Public Accountants.............. **
23.3 -- Consent of Counsel (to be included in its opinion to be
filed as Exhibit 5.1)......................................... *
24.1 -- Powers of Attorney of Directors and Executive Officers
(included on the Signature Page of this
Registration Statement)....................................... **
</TABLE>

----------------------------------------
* To be filed by Amendment
** Previously filed

ITEM 28. UNDERTAKINGS.

Registrant hereby undertakes:

(a)(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

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

(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding

II-6
<PAGE> 81

the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) include any additional changed material information on the
plan of distribution.

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

(3) file a post-effective amendment to remove from the registration
statement any of the securities that remain unsold at the end of the offering.

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

II-7
<PAGE> 82
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements of filing on Form SB-2 and has authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Tampa, Florida, on November 16, 2000.

PETSVETSANDYOU.COM, INC.

By: /s/ James J. Carlstedt
----------------------------------------
James J. Carlstedt, President

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

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

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ James J. Carlstedt President, Chief Executive Officer, November 16, 2000
--------------------------------- and Director

/s/ Neil L. Colby Vice President of Operations and Web November 16, 2000
--------------------------------- Site Development, Treasurer, and
Director

/s/ Eduardo Garcia Vice President of Veterinary Affairs November 16, 2000
--------------------------------- and Clinical Director, and Director
</TABLE>