SECURITYVIEW GROUP, SB-2, 2000-08-08

SECURITYVIEW GROUP
SB-2, 2000-08-08

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As filed with the Securities and Exchange Commission on August 8, 2000
File No. 333-
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

SECURITYVIEW GROUP, INC.
------------------------
(Name of Small Business Issuer in its Charter)

Nevada 5734 91-2053474
------ ---- ----------
(State of Incorporation or (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Incorporation Classification Code Number) Identification
or Organization) Number)

16133 Ventura Boulevard
Suite 635
Encino, California 91436
(818) 981-1796
(Address and telephone number of Registrant's principal
executive offices and principal place of business)

Pablo Axelrad
16133 Ventura Boulevard
Suite 635
Encino, California 91436
(818) 981-1796
(Name, address, and telephone number of agent for service)

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

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

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

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

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

<PAGE>

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Maximum Maximum
Title of each class Amount of Offering Aggregate Amount
of Securities Shares to be Price Per Offering of Reg.
to be Registered Registered(1) Share Price Fee
-------------------- ------------ --------- ------------- --------
Common Shares 1,000,000 $1.00 $1,000,000 $264.00

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>

PART I. INFORMATION REQUIRED IN PROSPECTUS

THE INFORMATION IN THIS PRELIMINARY 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 PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.

PROSPECTUS

Subject to Completion, Dated _______________, 2000

SECURITYVIEW GROUP

COMMON STOCK

Up to 1,000,000 Shares

This is our initial public offering. No public market currently exists
for our shares of common stock.

THE INITIAL OFFERING PRICE IS $1.00. WE HAVE APPLIED FOR LISTING ON THE
OVER-THE-COUNTER BULLETIN BOARD MARKET UNDER THE SYMBOL "------"

SecurityView Group, a Nevada corporation ("Company"), is hereby offering
up to 1,000,000 shares of its $.001 par value common stock ("Shares") at an
offering price of $1.00 per Share on a "best efforts" basis pursuant to the
terms of this Prospectus for the purpose of providing start-up and working
capital for the Company. All proceeds received for the offering will be
deposited in an escrow account with Bank of America, and will not be released
unless at least 150,000 shares are sold on or before November ----, 2000 (which
may be extended to January ----, 2001 at our option).

If we do not sell at least 150,000 shares by that time, we will return the
investment, with interest, but less those costs associated with the escrow
account.

The Shares offered hereby are highly speculative and involve a high
degree of risk to public investors and should be purchased only by persons who
can afford to lose their entire investment (See "Risk Factors").

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

1
<PAGE>

Underwriting
Discounts Proceeds to
Price to Public (1) and Commissions Issuer (2)
------------------- --------------- -----------

Per Share $1.00 $0.00 $1.00
Total Minimum $150,000.00 $0.00 $150,000.00
Total Maximum $1,000,000.00 $0.00 $1,000,000.00

Information contained herein is subject to completion or amendment. The
registration statement relating to the securities has been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

(1) maximum of 1,000,000 shares may be sold on a "best efforts" basis. All of
the proceeds from the sale of Shares will be placed in an interest-bearing
escrow account by 12 o'clock noon of the fifth business day after receipt
thereof, until the sum of $150,000.00 is held. If less than $150,000.00 is
received from the sale of the Shares within 120 days of the date of this
Prospectus, the offer will remain open for another 120 days after which if
the minimum is not raised all proceeds will be refunded promptly to
purchasers with interest and without deduction for commission or other
expenses. Subscribers will not be able to obtain return of their funds
while in escrow.

(2) The Net Proceeds to SecurityView Group is before the payment of certain
expenses in connection with this offering. See "Use of Proceeds."

THE SHARES ARE OFFERED BY SECURITYVIEW GROUP SUBJECT TO PRIOR SALE, ACCEPTANCE
OF THE SUBSCRIPTIONS BY SECURITYVIEW GROUP AND APPROVAL OF CERTAIN LEGAL MATTERS
BY COUNSEL TO SECURITYVIEW GROUP.

SECURITYVIEW GROUP HAS THE RIGHT, IN ITS SOLE DISCRETION, TO ACCEPT OR REJECT
SUBSCRIPTIONS IN WHOLE OR IN PART, FOR ANY REASON OR FOR NO REASON. UNTIL
, 2000, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

2
<PAGE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OR AN
OFFER TO BUY ANY SECURITIES OFFERED HEREBY A STATE IN WHICH OR TO A PERSON TRUE,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN
SUBSEQUENT TO THE DATE THEREOF. HOWEVER, IF A MATERIAL CHANGE OCCURS, THIS
PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY FOR ALL EXISTING
SHAREHOLDERS, AND FOR ALL PROSPECTIVE INVESTORS WHO HAVE NOT YET BEEN ACCEPTED
AS SHAREHOLDERS IN SECURITYVIEW GROUP.

THIS PROSPECTUS DOES NOT INTENTIONALLY OMIT ANY MATERIAL FACT OR CONTAIN ANY
UNTRUE STATEMENT OF MATERIAL FACT. NO PERSON OR ENTITY HAS BEEN AUTHORIZED BY
THE COMPANY TO GIVE ANY INFORMATION OR MAKE A REPRESENTATION, WARRANTY,
COVENANT, OR AGREEMENT WHICH IS NOT EXPRESSLY PROVIDED FOR OR CONTAINED IN THIS
PROSPECTUS; IF GIVEN OR MADE, SUCH INFORMATION, REPRESENTATION, WARRANTY,
COVENANT, OR AGREEMENT MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

THE COMPANY IS NOT A REPORTING COMPANY. EACH PERSON WHO RECEIVES A PROSPECTUS
WILL HAVE AN OPPORTUNITY TO MEET WITH REPRESENTATIVES OF SECURITYVIEW GROUP,
DURING NORMAL BUSINESS HOURS UPON WRITTEN OR ORAL REQUEST TO SECURITYVIEW GROUP,
IN ORDER TO VERIFY ANY OF THE INFORMATION INCLUDED IN THIS PROSPECTUS AND TO
OBTAIN ADDITIONAL INFORMATION REGARDING SECURITYVIEW GROUP. IN ADDITION, EACH
SUCH PERSON WILL BE PROVIDED WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A
COPY OF ANY OF THE INFORMATION THAT IS INCORPORATED BY REFERENCE IN THE
PROSPECTUS AND THE ADDRESS (INCLUDING TITLE OR DEPARTMENT) AND TELEPHONE NUMBER
TO WHICH SUCH REQUEST IS TO BE DIRECTED.

ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO ACKNOWLEDGE IN THE SUBSCRIPTION
AGREEMENT THAT THEY HAVE READ THIS PROSPECTUS CAREFULLY AND THOROUGHLY, THEY
WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL INFORMATION; AND THEY DID SO TO
THEIR SATISFACTION.

3
<PAGE>

TABLE OF CONTENTS

PROSPECTUS SUMMARY ................................................ 5
SELECTED FINANCIAL DATA............................................. 7
RISK FACTORS ........................................................ 8
FORWARD LOOKING STATEMENTS .........................................16
USE OF PROCEEDS ....................................................17
DETERMINATION OF OFFERING PRICE ....................................17
DIVIDEND POLICY ....................................................18
DILUTION ...........................................................18
CAPITALIZATION .....................................................20
PLAN OF DISTRIBUTION ...............................................21
LEGAL PROCEEDINGS ..................................................22
MANAGEMENT'S DISCUSSION AND ANALYSIS ...............................22
BUSINESS ...........................................................23
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS .......34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .....36
EXECUTIVE COMPENSATION .............................................36
CERTAIN TRANSACTIONS ...............................................36
DESCRIPTION OF SECURITIES ..........................................37
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...........38
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ......................39
INTEREST OF NAMED EXPERTS AND COUNSEL ..............................39
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR THE ACT LIABILITIES .........................................39
ORGANIZATION WITHIN LAST FIVE YEARS ................................40
ADDITIONAL INFORMATION .............................................40
FINANCIAL STATEMENTS ...............................................F/S-1

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by detailed
information appearing elsewhere in this prospectus ("Prospectus"). Each
prospective investor is urged to read this Prospectus, and the attached
Exhibits, in their entirety.

The Company.

SecurityView Group, is a new e-commerce company that was formed to
market a full range of security products using the Internet as its prime
distribution channel. The Company's goal is to provide a revolutionary new
approach using the Internet to market security products. The online distribution
channel is a new marketing approach in an industry that has traditionally been
highly segmented into the different areas of the security industry, with
marketing focused on each individual segment.

There is a vast market of potential consumers who have concerns about
security, personal safety, and improved communications in the workplace and in
their homes. Of significant importance is the fact that our founders and
management team have had extensive experience in all aspects of the security
industry and are especially familiar with the various types of security products
that are available on the market. Management knows what products offer the most
value and are the most effective in security applications. Management will
utilize this knowledge in their selection of the products that they will be
marketing on the SecurityView Group web site.

SecurityView Group is committed to providing the best online one-stop
shopping source for the best selection of security products available, at the
best prices. In addition, the company will be the leader in providing
supplemental product information and training to ensure the proper and most
effective use of its products.

5
<PAGE>

The Offering.

SHARES OF COMMON STOCK
OFFERED IN THIS PROSPECTUS

MINIMUM...................................................... 150,000 shares

MAXIMUM......................................................1,000,000 shares

TOTAL SHARES OF COMMON STOCK TO BE OUTSTANDING
AFTER THE OFFERING MINIMUM...................................1,650,000 shares

TOTAL SHARES OF COMMON STOCK TO BE OUTSTANDING
AFTER THE MAXIMUM OFFERING...................................2,500,000 shares

USE OF PROCEEDS BY THE COMPANY.............................$1,000,000 to finance
Working capital and
General Corporate
Expenditures.

PROPOSED OVER-THE-COUNTER BULLETIN BOARD SYMBOL.............. "----"

Shares of SecurityView Group will be offered at $1.00 per Share. See "Plan of
Distribution." The minimum purchase required of investors (as a whole) is
$150,000.00. If all the Shares offered are sold, the net proceeds to the Company
will be $1,000,000.00. See "Use of Proceeds." This balance will be used as
working capital for SecurityView Group.

6
<PAGE>

SUMMARY CONSOLIDATED FINANCIAL, PRO FORMA
AND OPERATING DATA

The summary information set forth below is derived from and should be
read in conjunction with the financial statements of the company, including the
notes thereto, appearing elsewhere in this prospectus. The following table gives
effect to the sale of the common stock offered hereby and the application of the
estimated net proceeds therefrom.

<TABLE>
<CAPTION>
MAY 25, 2000 (INCEPTION)
THROUGH JUNE 30, 2000
--------------------------------------------
PRO FORMA PRO FORMA
HISTORICAL MINIMUM MAXIMUM
------------- ------------- ------------

<S> <C> <C> <C>
SELECTED STATEMENT OF OPERATIONS DATA:
Revenues ................................. $ -- $ -- $ --
Net loss ................................. $ (363) $ ( ) $ ( )
Net loss per share ....................... $ (0.00) $ (0.00) $ (0.00)
Weighted average number of shares
outstanding ............................ 1,500,000 1,650,000 2,500,000
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 2000
-------------------------------------------
PRO FORMA PRO FORMA
HISTORICAL MINIMUM MAXIMUM
----------- ------------ -----------
<S> <C> <C> <C>
SELECTED BALANCE SHEET DATA:
Working capital ...................... $ 686,158 $ 3,345,348 $ 20,825,946
Total assets ......................... 5,186,623 6,926,746 26,105,384
Total liabilities .................... 2,534,057 524,180 98,781
Accumulated deficit .................. (419,443) (419,443) (2,169,443)
Stockholders' equity ................. $ 2,652,566 $ 6,402,566 $ 22,324,566
</TABLE>

7
<PAGE>

Liquidity of Investment.

Although the Shares will be "free trading," there is minimal established market
for the Shares and there may not be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk Factors."

An investment in SecurityView Group involves risks due in part to no previous
financial or operating history of Company, as well as competition in the
Internet business. Also, certain potential conflicts of interest arise due to
the relationship of SecurityView Group to management and others. See "Risk
Factors."

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE A
HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD, PRIOR
TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS AMONG OTHER
THINGS, AS WELL AS ALL OTHER INFORMATION SET FORTH IN THIS PROSPECTUS.

Lack of Prior Operations and Experience.

The Company is newly organized, in its initial stage of development, lacks
meaningful operating history, and is entirely dependent upon the proceeds of
this Offering in order to implement its business plans. There can be no
assurance that SecurityView Group will generate revenues in the future; and
there can be no assurance that the Company will operate at a profitable level.
See "Business and Properties." If SecurityView Group is unable to obtain
customers and generate sufficient revenues so that it can profitably operate,
the Company's business will not succeed. In such event, investors in the Shares
may lose their entire cash investment.

Dependence on Internet Industry.

The Company's business is influenced by the rate of use and expansion in the
Internet industry. Declines in the industry may influence SecurityView Group's
revenues adversely.

Influence of Other External Factors.

The investment is a speculative venture necessarily involving some substantial
risk. There is no certainty that the expenditures to be made by the Company will
result in commercially profitable business. The marketability of the investment
will be affected by numerous factors beyond the control of the Company. These
factors include market fluctuations, the general state of the economy (including
the rate of inflation, and local economic conditions), and the state of the
industry, all of which can affect people's discretionary spending, which can in
turn affect the demand for internet services. Factors which leave less money in
the hands of potential clients of SecurityView Group will likely have an adverse
effect on SecurityView Group. The exact effect of these factors cannot be
accurately predicted, but the combination of these factors may result in
SecurityView Group not receiving an adequate return on invested capital.

8
<PAGE>

Regulatory Factors.

Existing and possible future consumer legislation, regulations, and actions
could cause additional expense, capital expenditures, restrictions, and delays
in the activities undertaken in connection with the Internet business, the
extent of which cannot be predicted.

Competition.

The Company may experience substantial competition in its efforts to locate and
attract clients. Many competitors in these areas have greater experience,
resources, and managerial capabilities than SecurityView Group and may be in a
better position than SecurityView Group to obtain access to attractive
clientele. There are a number of larger companies which may directly compete
with SecurityView Group. Such competition could have a material adverse effect
on the Company's profitability.

Success of Management.

Any potential investor is strongly cautioned that the purchase of these
securities should be evaluated on the basis of: (i) the limited diversification
of the venture capital opportunities afforded to SecurityView Group, (ii) the
high-risk nature and limited liquidity of SecurityView Group, and (iii) the
Company's ability to utilize funds for the successful development and
distribution of revenues as derived by the revenues received by the Company's
yet undeveloped portfolio of clients, and any new potentially profitable
ventures, among other things. The Company can offer no assurance that any
particular client and/or property under its management contract will become
successful.

Reliance on Management.

The Company's success is dependent upon the hiring of key administrative
personnel. None of the officers, directors, or any of the other key personnel,
has any employment or non-competition agreement with SecurityView Group.
Therefore, there can be no assurance that these personnel will remain employed
by SecurityView Group. Should any of these individuals cease to be affiliated
with the Company for any reason before qualified replacements could be found,
there could be material adverse effects on SecurityView Group's business and
prospects.

In addition, some of the management personnel have no experience in managing
companies in the same business as SecurityView Group. In addition, all decisions
with respect to the management of the Company will be made exclusively by the
officers and directors of the Company. Investors will only have rights
associated with minority ownership interest rights to make decisions that effect
SecurityView Group. The success of the Company, to a large extent, will depend
on the quality of the directors and officers of SecurityView Group. Accordingly,
no person should invest in the Shares unless he is willing to entrust all
aspects of the management of SecurityView Group to the officers and directors.

9
<PAGE>

Lack of Diversification.

The size of SecurityView Group makes it unlikely that the Company will be able
to commit its funds to the acquisition of any major accounts until it has a
proven track record, and SecurityView Group may not be able to achieve the same
level of diversification as larger entities engaged in this type of business.

No Developed or Approved Products.

SecurityView Group is a start-up company in early development stages. The
Company's web site and services are in the development stages and no revenues
have been generated to date from services. To achieve profitable operations, the
Company, alone or in one or more strategic alliances or licensing relationships
with others, must successfully develop, introduce and market its potential
services. Much of the development work for SecurityView Group's potential
services remains to be completed. No assurance can be given that the Company's
web site or service development efforts will be successfully completed, or that
any services, if developed and introduced, will be successfully marketed or
achieve market acceptance.

Initial Dependence on a Narrow Market Segment.

The Company anticipates that the initial market for its network will be meat and
poultry packers, meat and poultry traders and brokers, and meat and poultry end
users. There can be no assurance that this narrow market segment will embrace
and utilize the Company's services.

Uncertain Internet Safety and Security Market.

The Internet safety and security products and services market has not yet
developed, and its development is subject to substantial uncertainty. There can
be no assurances that this market will develop as expected, if at all. The
Company's revenue model depends on the commercial acceptance of its
Internet-based services. There can be no assurance that the target customers
will use the Internet as a means of purchasing products and services. Even if
potential customers choose to purchase meat and poultry over the Internet, they
may not choose the Company's online services to do so. If the market for safety
and security products over the Internet does not develop as the Company
anticipates, the Company's business and the results of its operations will be
harmed.

Reliance on Continued Growth of Electronic Commerce.

If electronic commerce does not continue to grow as expected, the Company's
business, financial condition and results of operations may be harmed. The
Company's long-term success depends on widespread market acceptance of the
Internet and online commercial services as a medium for commerce. A number of
factors could prevent such acceptance, including the early stage of the
Internet, the lack of continued development of the Internet's technological
infrastructure and Consumer concern about the security of electronic commerce
transactions. If the Internet commerce market does not grow or grows more slowly
than anticipated, The Company's business, financial condition and results of
operations may be harmed.

10
<PAGE>

No Assurances of Successful Service Development.

The services that the Company plans to pursue will require extensive development
and testing prior to commercialization. Most of this development still needs to
be conducted. The transition from development of the SecurityView Group web site
and services to the commercialization of these services will involve distinct
management and technical challenges and may require additional management,
technical personnel and/or capital, even if the web site is to be handled by a
third party. There can be no assurances that the Company's research efforts will
be successful or that any given service will be effective, capable of being
offered in commercial quantities at an economical cost or successfully marketed
in quantities sufficient to generate operating profits.

Dependence upon Management.

The success of the Company is dependent upon the active participation of current
officers. The loss of management services of its officers would adversely affect
the conduct of the Company's business and the future success of the Company.

Dependence upon Key Personnel.

The Company's ability to develop its business depends upon its ability to
attract and retain management, technical personnel, and consultants. There can
be no assurance that the Company will be able to retain or attract such persons.
The loss of key personnel, or the failure to recruit additional key personnel
could significantly impede attainment of the Company's objectives and have a
material adverse affect on the Company's financial condition and results of
operations. The Company expects to increase staffing levels in the future and
its ability to execute its strategies will depend in part upon its ability to
integrate such new employees into its operations. The inability to acquire such
additional personnel could have adverse impact on the Company's operations.

Dependence upon Collaborators.

The Company is currently relying upon collaborations with two web site/software
development companies to complete development. There can be no assurance that
these collaborations can meet the demands of the required development. The
Company will also depend upon the software developed by these collaborators for
development of the Company's services. There can be no assurance that this
software will function or continue to function to allow commercialization of the
Company's web site.

No Assurance that Additional Personnel Can Be Secured.

The Company is a technology e-commerce company, uniquely dependent upon the
talents and skills of its key personnel. While the Company believes it has a
strong core of technical employees and contractors, the Company anticipates
needing additional programmers and technical personnel in the future. There can
be no assurances that the Company will be able to identify or secure the
services of the programmers and technical personnel necessary for the company's
continued growth.

11
<PAGE>

Future Profitability Uncertain.

SecurityView Group expects to incur significant operating losses over the next
several years. The Company's ability to achieve a profitable level of operations
is dependent in large part on its completing service development. No assurance
can be given that the Company's service development efforts will be completed,
that any services will be marketed, or that even if marketed, sufficient
services can be sold in order for the Company to operate profitably.

Additional Financing Requirements and Uncertain Access to Capital Markets.

The Company anticipates that its existing capital resources, including the net
proceeds of this Offering and the interest earned thereon, will enable it to
fund its operations into the latter part of 2000. The Company will, however,
expend substantial funds in connection with the research and development of its
web site and services. In order to continue development of its web site and
services, SecurityView Group may need to obtain additional sources of financing
in mid 2001 and thereafter. The Company may require additional funds for these
purposes through additional equity or debt financing, collaborative arrangements
with corporate partners or from other sources. No assurance can be given that
such additional funds will be available to the Company to finance its
development on acceptable terms, if at all. Obtaining such funds may result in
dilution to stockholders. If adequate funds are not available from additional
financing sources or from operations, the Company's business will be materially
and adversely affected.

Rapid Technological Change and Substantial Competition.

The e-commerce industry is subject to rapid and substantial technological
change. Technological competition from new and existing e-commerce companies
will be intense. Many of these entities have significantly greater research and
development capabilities, as well as substantial marketing, manufacturing,
financial and managerial resources, and represent significant competition for
the Company. There can be no assurance that developments by others will not
render the Company's services or technologies noncompetitive or that the Company
will be able to keep pace with technological developments. Competitors have
developed or are in the process of developing technologies that are, or in the
future may be, the basis for competitive products. Some of these competitive
services may have an entirely different approach or means of accomplishing goals
sought by SecurityView Group. These competing services may be more effective and
less costly than those services developed by the Company. The Company's ability
to successfully develop and market its potential services could be seriously
hindered by the successful development of one or more of these competing
services.

12
<PAGE>

Proprietary Technology and Licenses.

The Company will rely on trade secrets and proprietary expertise. The Company
lacks legal protection for its web site and technical know-how. The Company has
been and will continue to be required to disclose its trade secrets and
proprietary know-how not only to employees and consultants, but also to
potential corporate partners, collaborators and contract manufacturers. Although
the Company seeks to protect its trade secrets and proprietary know-how in part
by entering into confidentiality agreements with such persons or organizations,
there can be no assurance that these agreements will not be breached, that the
Company would have adequate remedies for any breach or that the Company's trade
secrets will not otherwise become known or be independently discovered by
competitors.

Dependence on Others for Transit of Internet Traffic.

The nature of the Internet business is such that any given provider of Internet
services is dependent upon other providers for delivery of traffic to its final
destination. The Company can not control the performance of the providers of
Internet services, and there can be no assurance that these suppliers will
provide transit of traffic from the company's customers to its final
destination. In the event other providers or internet services become unwilling
or unable to provide transit for traffic from the Company's customers,
dissatisfaction may result which could hamper the Company's ability to obtain
new customers.

No Cumulative Voting.

Holders of the Common Stock are not entitled to accumulate their votes for the
election of directors or otherwise. Accordingly, the holders of a majority of
the shares present at a meeting of shareholders will be able to elect all of the
directors of SecurityView Group, and the minority shareholders will not be able
to elect a representative to SecurityView Group's Board of Directors.

Absence of Cash Dividends.

The Board of Directors does not anticipate paying cash dividends on the Shares
for the foreseeable future and intends to retain any future earnings to finance
the growth of SecurityView Group's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements, and the general
operating and financial condition of SecurityView Group, and will be subject to
legal limitations on the payment of dividends out of paid-in capital. Conflicts
of Interest.

The officers and directors have other interests to which they devote substantial
time, either individually or through partnerships and corporations in which they
have an interest, hold an office, or serve on boards of directors, and each will
continue to do so not withstanding the fact that management time may be
necessary to the business of SecurityView Group. As a result, certain conflicts
of interest may exist between SecurityView Group and its officers and/or
directors which may not be susceptible to resolution.

13
<PAGE>

In addition, conflicts of interest may arise in the area of corporate
opportunities, which cannot be resolved through arm's length negotiations. All
of the potential conflicts of interest will be resolved only through exercise by
the directors of such judgment as is consistent with their fiduciary duties to
SecurityView Group. It is the intention of management, so as to minimize any
potential conflicts of interest, to present first to the Board of Directors to
SecurityView Group, any proposed investments for its evaluation.

Investment Valuation Determined by the Board of Directors.

The Company's Board of Directors is responsible for valuation of SecurityView
Group investments. There are wide ranges of values that are reasonable for an
investment for the Company's services. Although the Board of Directors can adopt
several methods for an accurate evaluation, ultimately the determination of fair
value involves subjective judgment not capable of substantiation by auditing
standards. Accordingly, in some instances it may not be possible to
substantiate, by auditing standards, the value of SecurityView Group's
investments. The Company's Board of Directors will serve as the valuation
committee, responsible for valuing each of SecurityView Group's investments. In
connection with any future distributions, which the Company may make, the value
of the securities received by investors as determined by the Board may not be
the actual value that the investors would be able to obtain even if they sought
to sell such securities immediately after a distribution. In addition, the value
of the distribution may decrease or increase significantly subsequent to the
distributee shareholders' receipt thereof, notwithstanding the accuracy of the
Board's evaluation.

Additional Financing May Be Required.

Even if all of the 1,000,000 Shares offered hereby are sold, the funds available
to SecurityView Group may not be adequate for it to be competitive in the areas
in which it intends to operate. There is no assurance that additional funds will
be available from any source when needed by SecurityView Group for expansion;
and, if not available, SecurityView Group may not be able to expand its
operation as rapidly as it could if such financing were available. The proceeds
from this Offering are expected to be sufficient for SecurityView Group to
become operational, and develop and market it line of services. Additional
financing could possibly come in the form of debt/preferred stock. If additional
shares were issued to obtain financing, investors in this offering would suffer
a dilutionary effect on their percentage of stock ownership in the Company.
However, the book value of their shares would not be diluted, provided
additional shares are sold at a price greater than that paid by investors in
this offering. The Company does not anticipate having within the next 12 months
any cash flow or liquidity problems.

14
<PAGE>

Purchases by Affiliates.

Certain officers, directors, principal shareholders and affiliates may purchase,
for investment purposes, a portion of the Shares offered hereby, which could,
upon conversion, increase the percentage of the Shares owned by such persons.
The purchases by these control persons may make it possible for the Offering to
meet the escrow amount.

No Assurance Shares Will Be Sold.

The 1,000,000 Shares are to be offered directly by SecurityView Group, and no
individual, firm, or corporation has agreed to purchase or take down any of the
shares. No assurance whatsoever can be given that any or all of the Shares will
be sold.

Arbitrary Offering Price.

The Offering Price of the Shares bears no relation to book value, assets,
earnings, or any other objective criteria of value. They have been arbitrarily
determined by the Company. There can be no assurance that, even if a public
trading market develops for SecurityView Group's securities, the Shares will
attain market values commensurate with the Offering Price.

"Best Efforts" Offering

The Shares are offered by SecurityView Group on a "best efforts" basis, and no
individual, firm, or corporation has agreed to purchase or take down any of the
offered Shares. No assurance can be given that any or all of the Shares will be
sold. Provisions have been made to deposit in escrow the funds received from the
purchase of Shares sold by SecurityView Group. In the event that $150,000.00 is
not received within one hundred twenty (120) days of the effective date of this
Prospectus, the offer will be extended for another one hundred twenty (120) days
after which the proceeds so collected will be refunded to investors without
deducting sales commissions or expenses. During this escrow period, which may
last up to two hundred forty (240) days, subscribers will not have use of nor
derive benefits from their escrow funds.

No Public Market for Company's Securities.

Prior to the Offering, there has been no public market for the Shares being
offered. There can be no assurance that an active trading market will develop or
that purchasers of the Shares will be able to resell their securities at prices
equal to or greater than the respective initial public offering prices. The
market price of the Shares may be affected significantly by factors such as
announcements by SecurityView Group or its competitors, variations in
SecurityView Group's results of operations, and market conditions in the retail,
electronic commerce, and Internet industries in general. The market price may
also be affected by movements in prices of stock in general. As a result of
these factors, purchasers of the Shares offered hereby may not be able to
liquidate an investment in the Shares readily or at all.

15
<PAGE>

Shares Eligible For Future Sale.

All of the Shares which are held by management have been issued in reliance on
the private placement exemption under the Securities Act of 1933, as amended
("Act"). Such Shares will not be available for sale in the open market without
separate registration except in reliance upon Rule 144 under the Act. In
general, under Rule 144 a person (or persons whose shares are aggregated) who
has beneficially owned shares acquired in a nonpublic transaction for at least
one year, including persons who may be deemed Affiliates of SecurityView Group
(as that term is defined under the Act) would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of 1% of
the then outstanding shares of common stock, or the average weekly reported
trading volume on all national securities exchanges and through NASDAQ during
the four calendar weeks preceding such sale, provided that certain current
public information is then available. If a substantial number of the Shares
owned by management were sold pursuant to Rule 144 or a registered offering, the
market price of the Common Stock could be adversely affected.

Forward-Looking Statements.

This Prospectus contains "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and as contemplated under the Private
Securities Litigation Reform Act of 1995,including statements regarding, among
other items, the Company's business strategies, continued growth in the
Company's markets, projections, and anticipated trends in SecurityView Group's
business and the industry in which it operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and similar expressions identify
forward-looking statements. These forward-looking statements are based largely
on the Company's expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Company's control. SecurityView
Group cautions that these statements are further qualified by important factors
that could cause actual results to differ materially from those in the forward
looking statements, including those factors described under "Risk Factors" and
elsewhere herein. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information contained in this Prospectus will
in fact transpire or prove to be accurate. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by this section.

16
<PAGE>

USE OF PROCEEDS

Following the sale of the 1,000,000 Shares Offered by SecurityView Group there
will be a gross proceeds of $1,000,000.00. These proceeds will be used to
provide start-up and working capital for SecurityView Group.

The following table sets forth the use of proceeds from this offering (based on
the minimum and maximum offering amounts):

Use of Proceeds Minimum Offering Maximum Offering
-------------- ----------------------- ------------------------
Amount Percent Amount Percent
---------- ------- ----------- -------
Transfer Agent Fee $1,500.00 1.0% $1,500.00 0.1%
Printing Costs $1,500.00 1.0% $1,500.00 0.1%
Legal/Consult Fees $10,000.00 6.7% $20,000.00 2.0%
Accounting Fees $1,500.00 1.0% $5,000.00 0.5%
Working Capital $135,500.00 90.3% $972,000.00 97.3%

Total $150,000.00 100.0% $1,000,000.00 100.0%

Management anticipates expending these funds for the purposes indicated
above. To the extent that expenditures are less than projected, the resulting
balances will be retained and used for general working capital purposes or
allocated according to the discretion of the Board of Directors. Conversely, to
the extent that such expenditures require the utilization of funds in excess of
the amounts anticipated, supplemental amounts may be drawn from other sources,
including, but not limited to, general working capital and/or external
financing. The net proceeds of this offering that are not expended immediately
may be deposited in interest or non-interest bearing accounts, or invested in
government obligations, certificates of deposit, commercial paper, money market
mutual funds, or similar investments.

DETERMINATION OF OFFERING PRICE

The offering price is not based upon the Company's net worth, total
asset value, or any other objective measure of value based upon accounting
measurements. The offering price is determined by the Board of Directors of the
Company and was determined arbitrarily based upon the amount of funds needed by
the Company to start-up the business, and the number of shares that the initial
shareholders were willing to allow to be sold.

17
<PAGE>

DIVIDEND POLICY

We have never paid cash dividends on our common stock and do not
anticipate paying any cash dividends in the foreseeable future. We intend to
retain any future earnings, if any, to repay existing debt, if any, and to
finance the growth and expansion of our business.

DILUTION

"Net tangible book value" is the amount that results from subtracting
the total liabilities and intangible assets of an entity from its total assets.
"Dilution" is the difference between the public offering price of a security and
its net tangible book value per Share immediately after the Offering, giving
effect to the receipt of net proceeds in the Offering.

Purchasers of common stock in this offering will experience immediate
and substantial dilution in the net tangible book value of the common stock from
the initial public offering price. Net tangible book value per share represents
the amount of our total tangible assets and is reduced by the amount of our
total liabilities, divided by the number of shares of common stock outstanding.
As of May 31, 2000, the net tangible book value of the company was $1,137, or
$0.000758 per share.

As of May 31, 2000, our pro forma net tangible book value, as adjusted
for the sale of the minimum and maximum shares offered in this offering and the
application of the net proceeds (at the initial public offering price of $5.00
per share, less the estimated Offering expenses) was $0.091598 and $0.400758,
respectively. For the maximum subscription, this represents an immediate
increase of $.40 per share to existing stockholders and an immediate and
substantial dilution of $0.5992 per share to new investors purchasing common
stock in this offering. If only the minimum subscription is sold, new investors
purchasing common stock in this offering would experience an immediate and
substantial dilution of $0.9084 per share, while existing stockholders would
have an immediate increase of $0.0909 per share. The following tables illustrate
this per share dilution:

ASSUMES MINIMUM SUBSCRIPTION

Initial public offering price ......................... $ 1.000000
Net tangible book value as of June 30, 2000 .......... $ 0.000758
Increase attributable to new investors ................ $ 0.090909
----------

Pro forma net tangible book value after the Offering .. $ 0.091598
----------

Dilution in net tangible book value to new investors .. $ 0.908402
==========

Percentage dilution to new investors .................. 90.84%

18
<PAGE>

ASSUMES MAXIMUM SUBSCRIPTION

Initial public offering price ......................... $ 1.000000
Net tangible book value as of June 30, 2000 ........... $ 0.000758
Increase attributable to new investors ................ $ 0.400000
----------

Pro forma net tangible book value after the Offering .. $ 0.400758
----------

Dilution in net tangible book value to new investors .. $ 0.599242
==========
Percentage dilution to new investors ................... 59.92%

<S> <C> <C> <C> <C> <C>
Existing shareholders ......... 1,500,000 60.0% $ 1,500 0.1% $ 0.001
New investors ................. 1,000,000 40.0% $ 1,000,000 99.9% $ 1.000
--------- ----------- ---------- --------- --------
Total ................ 2,500,000 100% $ 1,001,500 100% $ 0.40
========= =========== ========== ========= ========
</TABLE>

19
<PAGE>

The foregoing table is based on the sale of the maximum 1,000,000
shares. If only the minimum 150,000 shares were sold, the table would read as
follows:

<TABLE>
<CAPTION>
SHARES PURCHASED(1) TOTAL CONSIDERATION
------------------------ ---------------------- AVERAGE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders ......... 1,500,000 90.91% $ 1,500 0.1% $ 0.001
New investors ................. 150,000 9.09% $ 150,000 99.9% $ 1.000
--------- ----------- ---------- --------- --------
Total ................ 1,165,000 100% $ 151,500 100% $ 0.130
========= =========== ========== ========= ========
</TABLE>

CAPITALIZATION

Our board of directors has authorized the issuance of up to 35,000,000
shares of capital stock. In connection with this offering, the board of
directors has authorized the issuance of up to 1,000,000 shares to be issued to
investors.

The following table sets forth our cash position and capitalization as
of June 30, 2000. The information set forth below should be read in conjunction
with our consolidated financial statements and the related notes included
elsewhere in this prospectus.

ACTUAL MINIMUM MAXIMUM
---------- --------- -------

Cash and cash equivalents............... $ 1,500 151,500 1,001,500
========== ========= =========
Long-term debt.......................... - - -
========== ========= =========
Stockholders' equity:
Common stock; $.001 par value;
authorized 25,000,000 shares; issued
and outstanding 1,500,000 shares ...
1,650,000 minimum shares outstanding pro
forma and 2,500,000 maximum shares
outstanding pro forma .................. 1,500 1,650 2,500
Additional paid-in capital............ - 149,850 999,000
Accumulated deficit................... (363) (14,863) (28,363)
---------- --------- ---------
Total stockholders' deficiency...... 1,137 136,637 973,137
---------- --------- ---------
Total capitalization....................... $ 1,137 151,137 1,001,137
========== ========= =========

20
<PAGE>

PLAN OF DISTRIBUTION

The Company will sell a maximum of 1,000,000 Shares of its common
stock, par value $.001 per Share to the public on a "best efforts" basis. The
minimum purchase required of an investor is $1,000.00. There can be no assurance
that any of these Shares will be sold. The gross proceeds to SecurityView Group
will be $1,000,000.00 if all the Shares offered are sold. No commissions or
other fees will be paid, directly or indirectly, by the Company, or any of its
principals, to any person or firm in connection with solicitation of sales of
the; certain costs are to be paid in connection with the offering (see "Use of
Proceeds"). The public offering price of the Shares will be modified, from time
to time, by amendment to this Prospectus, in accordance with changes in the
market price of the Company's common stock. These securities are offered by
SecurityView Group subject to prior sale and to approval of certain legal
matters by counsel.

Opportunity to Make Inquiries.

The Company will make available to each Offeree, prior to any sale of
the Shares, the opportunity to ask questions and receive answers from
SecurityView Group concerning any aspect of the investment and to obtain any
additional information contained in this Prospectus, to the extent
that SecurityView Group possesses such information or can acquire it without
unreasonable effort or expense.

Execution of Documents.

Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and deliver to the Company a Subscription Agreement, which will
contain, among other provisions, representations as to the investor's
qualifications to purchase the common stock and his ability to evaluate and bear
the risk of an investment in the Company. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement it is
accepted by the Company, such a subscriber will be, a shareholder in the Company
and will be otherwise bound by the Articles of Incorporation and the By-Laws of
SecurityView Group in the form attached to this Prospectus.

Promptly upon receipt of subscription documents by SecurityView Group,
it will make a determination as to whether a prospective investor will be
accepted as a shareholder in the Company. SecurityView Group may reject a
subscriber's Subscription Agreement for any reason. Subscriptions will be
rejected for failure to conform to the requirements of this Prospectus (such as
failure to follow the proper subscription procedure), insufficient
documentation, over subscription to SecurityView Group, or such other reasons
other as SecurityView Group determines to be in the best interest of
SecurityView Group. If a subscription is rejected, in whole or in part, the
subscription funds, or portion thereof, will be promptly returned to the
prospective investor without interest by depositing a check (payable to said
investor) in the amount of said funds in the United States mail, certified
returned-receipt requested. Subscriptions may not be revoked, cancelled, or
terminated by the subscriber, except as provided herein.

21
<PAGE>

LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against SecurityView
Group has been threatened.

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

The following financial review and analysis is intended to assist
prospective investors in understanding and evaluating the financial condition
and results of operations of SecurityView Group, for the period ending December
3, 1999. This information should be read in conjunction with SecurityView
Group's Financial Statements and accompanying notes thereto, "Selected Financial
Data" and other detailed information regarding SecurityView Group appearing
elsewhere in this Prospectus.

RESULTS OF OPERATIONS: LIQUIDITY AND FUNDING

Liquidity is a measure of a company's ability to meet potential cash
requirements, including ongoing commitments to fund lending activities and for
general purposes. Cash for originating loans and general operating expenses is
primarily obtained through cash flows from operations and private investors.

SecurityView Group has significant ongoing liquidity needs to support
its existing business and continued growth. SecurityView Group's liquidity will
be actively managed on a periodic basis and SecurityView Group's financial
status, including its liquidity, will be reviewed periodically by SecurityView
Group's management. This process is intended to ensure the maintenance of
sufficient funds to meet the needs of SecurityView Group.

SecurityView Group will primarily rely upon the cash raised from this
offering to provide for its capital requirements. Management believes that cash
generated from this operation will be sufficient to provide for its capital
requirements for at least the next 12 months. SecurityView Group may seek
additional equity financing in the mid part of 2001 through an offering of its
common stock.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, which establishes accounting and
reporting standards for derivative instruments and hedging activities. SFAS No.
133 requires recognition of all derivative instruments in the statement of
financial position as either assets or liabilities and the measurement of
derivative instruments at fair value. SFAS No. 133 is effective for fiscal years
beginning after June 15, 1999. The adoption of SFAS No. 133 is not expected to
affect the consolidated financial statements of SecurityView Group.

SECURITYVIEW GROUP'S YEAR 2000 INITIATIVE.

As of June 30, 2000, the Company does not have any computer systems or customers
and suppliers. Therefore, the issue of the year 2000 has no effect on the
Company's current activities.

22
<PAGE>

DESCRIPTION OF BUSINESS

The Company was incorporated on May 25, 2000. Its principal place of
business is located at 16133 Ventura Blvd., Suite 635, Encino, California 91436.
The Company's telephone number is (818) 981-1796.

SecurityView Group is a new e-commerce company that was formed to market
a full range of security products using the Internet as its prime distribution
channel. The Company's goal is to provide a revolutionary new approach using the
Internet to market security products. The online distribution channel is a new
marketing approach in an industry that has traditionally been highly segmented
into the different areas and specialties of the security industry, with
marketing focused on each individual segment.

The Company is committed to offer a convenient solution by providing an
online retail superstore that can provide all of the best available security
products and devices. We will also provide business-to-business as well as a
business-to-consumers, e-commerce channel directed towards the marketing of
security products. The company will offer a total solution for an individual's
or a company's security needs.

23
<PAGE>

Our founders, Mr. Shanee and Mr. Axelrad have had extensive experience
in all aspects of the security industry and are especially familiar with the
various types of security products that are available on the market. Mr. Shanee
has had several years of intense experience in the security industry by being
directly involved with the management and daily operations of a commercial
security firm. While serving in the Israeli army, as a captain, Mr.Shanee
specialized in military security. Mr. Axelrad served as a Security Officer for
the Israeli Consulate and El Al Israel Airlines for West Coast operations in the
U.S. and during this time he acquired first-hand knowledge and experience of the
use and application of various security products and devices. They know what
products offer the most value and are the most effective in security
applications. They will utilize this knowledge in their selection of the
products that they will be marketing on the SecurityView Group web site. Mr.
Shanee and Mr. Axelrad have previously worked together in the development and
management of other successful business enterprises.

Organizational Expansion

Our plan is to enhance our management team by recruiting extremely
talented personnel that can add strategic and managerial value to the Company.

Support Staff:

The Company recognizes that additional staff is required to properly
support marketing, sales, research, and support functions. At a later time,
additional staff employees will be added, as required, to fill these positions.

Outside Support:

We intend to make use of outside professional services on an
as-required basis, to provide additional expertise and support for management
decisions.

These professionals will have specialized skills in areas of Legal
Services; Accounting Services; and Marketing and Promotion.

Functional Operation of Business Units

The management, marketing, sales, order fulfillment, inventory, and
accounting of each of SecurityView's product categories will be handled as a
separate business unit function. We intend to allocate resources from the parent
company, SecurityView, but will treat each one of SecurityView's product
categories as a business center with regards to expenses and profit.
SecurityView intends to hire specialists in the various fields and let them run
their operation under the auspices of SecurityView. Although the Company may
regard them as separate business units, their physical location will be in the
same facility that will be shared with SecurityView.

24
<PAGE>

The Company decided to take the above approach because of the highly
specialized nature of the industries which SecurityView intends to penetrate.
This approach will allow SecurityView to determine whether the category is
essential or should be replaced by another product that is in more demand.

Strategic Business Partnership Alliances

We are committed to establishing important strategic relationships and
alliances with other companies that it feels will offer significant advantages
in the marketplace.

Management understands the importance of having strategic business
alliance partners who can provide additional expertise and services that will
help to improve the Company's market position. SecurityView believes that key
partnership alliances will help to establish and maintain a positive market
image and provides the Company with important competitive advantages.

One of SecurityView's current alliance partnership companies include the
following:

Name Benefit & Competitive Advantage
---- -------------------------------
Video Security Specialists, Inc. One of the security industry's largest
wholesalers of security equipment.

We will continue to seek out and develop new strategic alliances to
further enhance our competitive advantage and to strengthen our market position.

Description of Web Site Features

Description of Web Site Phase I web site features will include the following:

Product category Listings:
--------------------------
o Product Database containing over 5,000 items.

o Specials: General description and product category.

o "Blowout" section.

o Free Newsletters.

o Weekly contest.

o New product showcase. The showcase provides a place where new products
will be introduced and promoted.

o Extensive customer service center.

o Free learning center.

o Dealer's section: password protected, features include lower pricing,
greater selections, and hot leads.

o Referrals programs.

25
<PAGE>

Description of Products that Will be Offered
--------------------------------------------
The range of products available in the security industry is very detailed and
lengthy. The general categories of products that we will offer will include the
following:

1. Video/Audio Closed Circuit TV (CCTV).
2. Security Devices.
3. Home Automation.
4. Communication.
5. Books & Video.
6. Covert Surveillance Equipment.
7. Fiber Optics.
8. Computer Security.
9. Optical Equipment.
10. Child Safety Equipment.

Description of Services that will be offered
--------------------------------------------
o Learning Center - Provide free access to security tips, ideas,
suggestion etc.

o Dealers/Installers locators - Provide users with the ability to search
and look for dealers in their area o Dealers section - Provides
dealers with special services such as leads, pricing, 800 hotline,
help desk, etc.

o Business Opportunities for new dealers and system installers

o Store rentals for small manufactures

o Marketing services

Order Processing Features
-------------------------
Two special order-processing features that SecurityView will be offering include
the following: o Referral program where by shoppers will earn gifts when they
refer potential customers to SecurityView. o Dealers will also have the option
on printing a quote form prior to purchasing - this is an essential feature in
this industry and is a good business practice.

Customer Service & Support
--------------------------
SecurityView's Customer Service & Support desk will actually be SecurityView's
strongest key point. SecurityView's support desk will be open at 6:00am Pacific
Standard Time in order to accommodate East Coast users and close at 7:00 pm
Pacific Standard Time. The Company anticipates that over 50% of its first time
buyers will contact SecurityView's customer service and support desk over the
phone, prior to purchasing. In addition, many will require assistance in the
designing of new systems based on their environment requirements.

26
<PAGE>

Future Web Site Enhancements

Phase II Development:
--------------------
Phase II Development details are not included in this business plan, but are
listed here for reference. Additional features for Phase II will include the
following:

o Move site to dedicated server (or at least consider it).

o Order Status
a. Administrative entry of new order status.
b. Customer display of order status.

o Rebate Info (Manufacturers rebate info)

o "Sell your items" section

o "Customize your system"

o Provide leasing option.

o Multi-Language support

o Slideshow tour of the site (instead of sitemap).

o Affiliate program (whether custom of off the shelf).

o Banner Advertising tracking

o Online Store Rental

Phase III Development:

Phase III Development details are not included in this business plan, but are
listed here for reference. Additional features for Phase III will include the
following:

o Business-To Business Auction

o Training Center- Dealers sign in for business opportunities

27
<PAGE>

INDUSTRY

Industry & Market Overview

The opportunity for SecurityView Group is extremely promising at this time
because of the following market driving factors:

o The Product Need: A major public concern today is about safety and
security in the workplace, in the school, and the home. SecurityView
Group offers convenient solutions to providing the level of security
desired.

o The Variety of Products Available for Different Needs: SecurityView
Group provides a website totally focused on the sale of a wide variety
of security products which offers the consumer the advantages of
convenience and cost savings.

o The Appropriate Marketing Channel: E-commerce marketing over the
Internet provides the greatest marketing reach possible for the kind
of products and services that will be offered by SecurityView Group.

SECURITY INDUSTRY STATISTICS

General Security Industry Facts:

o More than $100 billion spent in private security and $45 billion spent
in public law Enforcement

o Private security industry growth rate three times the national
employment growth rate

o 3 to 1 employment ratio of private security to public law enforcement

o 1.8 million employed in private security and 685,000 in public law
enforcement

o Private security is 1.3% of the national workforce and public law
enforcement is .5% of the national workforce

o More than 50% of response to crime are from private security

o Security is the 7th fastest growing service industry with an annual
growth rate of 15% for the 90s

28
<PAGE>

Use of the Internet as a Critical Market Growth Tool

The Company will be providing an online retail superstore offering ALL of the
best available security products and devices to take advantage of the growing
use of the Internet for consumer purchases. The use of the Internet as a direct
marketing tool has proven to be extremely effective by offering the convenience
of online ordering and reaching a broader consumer base. SecurityView believes
that by marketing directly through SecurityView's web site over the Internet the
Company will also benefit from the rapidly growing customer base as indicated by
the following statistics:

o Forrester Research recently indicated that 2 billion orders would be
placed over the Internet this year.

o Active Media, another reliable industry source, indicated that
worldwide e-commerce revenue would top $95 billion by the end of this
year.

o Deloitte Consulting recently predicted that global e-commerce would
top $1.1 trillion by 2002, up from $15 billion in 1997.

Market Segments in the Security Industry

CENTRAL STATION SERVICES INDUSTRY: The central station services industry is
large and diverse, with at least 10,000 firms monitoring and maintaining
security services systems. In 1996, new installations of monitored alarm
equipment were growing at a rate of 11% annually. This rate can be expected to
continue through 2000, driven in large part by new commercial, industrial, and
residential construction.

SECURITY GUARD SERVICES: In 1996, there were approximately 1.08 million private
security guards deployed in the US, an 80% increase over 1980 levels. In
contrast, the number of police officers on duty increased by only 17% during the
same period, to reach a 1996 total of 700,000. It is now estimated by the year
2000, private security guards will outnumber police officers by a ratio of to 3
to 1, representing the most publicly visible sign of the expansion of the
private security industry.

The increasing employment of private security guard services can be attributed
to two key factors:

a) Public fears of crime and violence, driven primarily by high-profile
incidents, have increased the perception of threat and thus the demand
for greater security.

b) Corporate trends toward downsizing and outsourcing have slimmed the
ranks of proprietary or in-house security forces in favor of
contracted guard services.

29
<PAGE>

CONSULTATION SERVICES: Consultation services advise corporate clients on a wide
range of security concerns: threats, countermeasures, security equipment,
personnel, and training. Security consulting revenue has expanded at an average
rate of 12% annually. It is projected that by 2000, the market will expand to
encompass 1,400 firms with 6,200 employees. Consulting firms are currently
unregulated, but many consultants obtain certification as a Certified Protection
Professional (CPP). In 1996, consultation service revenues were at $650 million
and are expected to climb to $1 billion in 2000.

PRIVATE INVESTIGATIONS SERVICES INDUSTRY: Private investigation services have
increasingly shifted their client base from private individuals to law firms and
corporate clients. Private investigation services revenue is expected to grow at
a rate of 7% annually through 2004.

GUARD AND ARMORED CAR SERVICES: Armored car services specialize in the secure
transportation of valuable assets. In 1990, the armored car service industry
encompassed 70 firms employing 15,000 persons. By 2000, the number of firms is
projected to drop below 60, with total employment rising to 16,500. In 1996,
armored car revenues were $1 billion and are projected to increase to $1.2
billion in 2000.

CLOSED-CIRCUIT TELEVISION SYSTEMS: Closed-circuit television (CCTV) systems
represent one of the fastest-growing segments of the electronic security
equipment market. In recent years, the demand for CCTV systems and equipment has
been driven by a combination of factors: a general increase in demand for
electronic security products, decreasing prices, and technological innovations
that have made CCTV systems more convenient to use as well as more effective in
security surveillance. Revenue expansion has remained in double digits since
1994 and is expected to continue to grow at a minimum of 12%-14% through 2004.

Current Market Trends

Demand for security products and services is supported by overall economic
activity, new construction, crime rates, the perception of security risks and
the introduction of security products and services designed to meet those risks.

In addition, growth in the security equipment sector has been driven by rapid
technological innovation.

Target Market

SecurityView's target market will be divided into the following four segments:

a) Dealers/Systems Installers

b) End Users - Business

c) End Users- Individuals

d) Law Enforcement & Government

30
<PAGE>

Future Plans to Increase our Sales & Revenue Growth

SecurityView plans to increase its future sales and revenue growth include the
following specific activities:

o Online Store Rentals and/or revenue sharing from online stores.

o Commission on Auction usages.

o Newsletter Sponsorship.

o Dealer's annual subscription.

o Advertising throughout the site as well as via our HTML newsletters.

o Business Opportunities: New dealers and or systems installers.

o Training Center.

o Offline Catalogs Sales - directed toward the individual end users.

o Retail stores - Franchises.

MARKETING

Marketing Plan Overview

SecurityView recognizes that the key to success in the marketplace
requires a careful, well-planned approach to developing its market presence, and
reaching its target markets. SecurityView's market research has indicated that
it can accomplish the best results by emphasizing the benefits that its products
and services have to offer its customers.

The objectives of SecurityView's marketing plan are to accomplish the
following:

o Emphasis on service and support.

o Focus on target markets.

o Understand who its customers are and meet their needs.

o Differentiate and promote the range of services that it offers.

o Fulfill the promise of what it offers.

Marketing Strategies

SecurityView's marketing strategies will include, but not be limited to
the following:

31
<PAGE>

DIRECT MARKETING: SecurityView Group will utilize the services of Qliq-On, Corp.
("Qliq-On"), who will provide direct marketing support, that will be divided
into the following target market niches:

a) Dealers, systems installers, and systems integrators

b) End Users Business - Directors of security, etc.

The idea behind a direct marketing approach is to introduce dealers to
SecurityView Group and its product line. However SecurityView Group acknowledges
the fact that most dealers have already established some sort of relationship
with offline distribution centers, therefore it might be harder to convince them
to switch. However, by approaching the end users, and providing them the ability
to compare and save, SecurityView feels that they would be less reluctant to
suggest SecurityView Group to their preferred installers. In addition, Qliq-On
intends to acquire a comprehensive list of industry personnel and target them
directly.

NEWSPAPERS, TRADE MAGAZINES AND OTHER ADVERTISING MEDIA: SecurityView will place
advertising in various local and regional newspapers to promote and maintain
general awareness of who we are and what we offer. SecurityView will also make
use of other media including ads and articles in trade publications and various
business publications. Where possible, SecurityView will actively encourage and
promote articles about the company and its key management team members to
increase awareness of who SecurityView is and to also enhance its public image.

INTERNET: SecurityView intends to utilize Qliq-On as its online marketing
provider and they will make extensive use of the Internet using the following
strategies:

a) Opt-In email

b) Newsletter sponsorship

c) Promotion and advertising through various Internet search engines and
directories.

d) Customer Acquisition

e) Online PR

f) Seeding

TRADESHOWS: SecurityView will participate in approximately five tradeshows a
year to market our company and the services that it provides. SecurityView will
obtain business cards or other company contact information from interested
prospects for future contacts and development into future clients.

BUSINESS OPPORTUNITIES: In order to expand SecurityView's market reach, it
intends to offer a training center, which will be available for new dealers and
system installers. By doing this we SecurityView be able to expand its dealers
network and its accessibility to corporate accounts.

32
<PAGE>

Maintaining SecurityView's Competitive Edge

SecurityView's competitive edge is its position as a strategic ally
with its clients. SecurityView relationship to its clients is its key strength
and business asset. By building a business based on long-standing relationships
with satisfied clients, SecurityView simultaneously builds a defense position
against its competition. The longer the business relationship stands, the more
SecurityView can help its clients understand what it offers and why they need
its continued services.

Expanding SecurityView's Market Share

SecurityView plans to increase its market share by aggressively
pursuing each of the strategies indicated above. SecurityView will continue to
use the strategies that have worked effectively in the past, while continuing to
make use of new marketing strategies and techniques that offer the most
promising results.

COMPETITION

Currently there are no direct competitors who are using a concept
similar to what SecurityView has created and developed.

DESCRIPTION OF PROPERTY

SecurityView Group does not currently own any property.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The names, ages, and respective positions of the directors, officers,
and significant employees of SecurityView Group are set forth below. All these
persons have held their positions since May 25, 2000. There are no other persons
who can be classified as a promoter or controlling person of SecurityView Group.

33
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to the directors
and executive officers of SecurityView Group.

Name Age(1) Position
--------------- ------ -------------------
Gabriel Shanee 32 President and Director

Pablo Axelrad 30 Vice-President and Director

David Matalon 57 Director

Abraham Shani 52 Director

Izik Istrick 48 Director

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

(1) Ages are given as of July 31, 2000

Gabriel Shanee - President

Mr. Shanee has had extensive experience in the security industry and
has an expert's knowledge of the most effective ways to provide security for
businesses, for the home, and for the individual. While serving in the Israeli
army, as a captain, he specialized in military security. Later, after completing
his military service, he served as Deputy Director of Security for El Al Israel
Airlines and was responsible for West Coast operations in the U.S. In recent
years, Mr. Shanee has had several years of intense experience in the security
industry by being directly involved with the management and daily operations of
a commercial security firm. In addition to his background in the security
industry, Mr. Shanee has established his credentials as a successful
entrepreneur by establishing and managing several other companies. In each case,
he demonstrated superior skills as an innovator by developing creative marketing
strategies and effective financial management. Mr. Shanee has an MBA degree in
International Business and Finance from California State University Dominguez
Hills (CSUDH). In addition, he has a Bachelor of Science degree in Finance also
received from CSUDH.

34
<PAGE>

Pablo Axelrad - Vice-President

Mr. Axelrad has a broad background and extensive experience as a
management executive and as a hands-on business manager in a variety of
businesses. In addition, he has several years experience related to the
financing of new companies, economic research, stock market operations, and
working with financial managers of other leading companies. Prior to this time
he served as a Security Officer for the Israeli Consulate and El Al Israel
Airlines for West Coast operations in the U.S. He served with distinction in the
Gulf War as an officer and was a recipient of the Excellence in the Line of Duty
award for his outstanding leadership and management skills. Mr. Axelrad has an
MBA degree in International Business from California State University Dominguez
Hills (CSUDH). In addition, he has a Bachelor of Science degree in International
Business also received from CSUDH.

Mr. Abraham Shani - Director

Mr. Shani has over 30 years of experience in business development and
management. He is currently the Executive Vice President of the second largest
conglomerate company in Israel (Clal Israel) and is responsible of numerous
strategic and business development initiatives.

Mr. David Matalon - Director

Mr. Matalon is a seasoned media professional with over 35 years of business
experience. He is currently the President and Chief Executive Officer of Regency
Productions, a major film and television studio. Mr. Matalon also serves as a
Director for PUMA.

Mr. Izik Istrick - Director

Mr. Istrick has over 25 years of experience in venture development and
management. He has been involved in numerous successful ventures in various
industries. He is currently the President and Chief Executive Officer of Vanda
Steel Company, in Israel.

35
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Prospectus, the
outstanding Shares of common stock of SecurityView Group owned of record or
beneficially by each person who owned of record, or was known by the Company to
own beneficially, more than 5% of SecurityView Group's Common Stock, and the
name and share holdings of each officer and director and all officers and
directors as a group.

Title of Name of Beneficial Amount and Nature Percent of
Class Owner of Beneficial Owner Class
-------- ------------------ ------------------- -----------
Common Gabriel Shanee 1,425,000 95.0%
Stock President, Director

Common Pablo Axelrad 75,000 5.0%
Stock Vice President, Director

Common All officers and directors 1,500,000 100.0%
Stock as a group (7 persons)

EXECUTIVE COMPENSATION

(i) No officer or director of SecurityView Group is receiving any
remuneration at this time.

(ii) There are no annuity, pension or retirement benefits proposed to be
paid to officers, directors, or employees of the corporation in the
event of retirement at normal retirement date pursuant to any
presently existing plan provided or contributed to by the corporation
or any of its subsidiaries.

(iii)No remuneration is proposed to be in the future directly or
indirectly by the corporation to any officer or director under any
plan that presently exists.

CERTAIN RELATIONSHIPS AND RELATED 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 officers,
directors or 5% or greater stockholders had or is to have a direct or indirect
material interest.

The President and Vice President of SecurityView Group received
1,500,000 shares as compensation for services. See recent sales of unregistered
securities.

36
<PAGE>

DESCRIPTION OF SECURITIES

General Description.

The securities being offered are shares of common stock. The Articles
of Incorporation authorize the issuance of 25,000,000 shares of common stock,
with a par value of $0.001 and 10,000,000 shares of preferred stock, with a par
value of $0.001. The holders of the Shares: (a) have equal ratable rights to
dividends from funds legally available therefore, when, as, and if declared by
the Board of Directors of the Company; (b) are entitled to share ratably in all
of the assets of the Company available for distribution upon winding up of the
affairs of the Company; (c) do not have preemptive subscription or conversion
rights and there are no redemption or sinking fund applicable thereto; and (d)
are entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of shareholders.

These securities do not have any of the following rights: (a)
cumulative or special voting rights; (b) preemptive rights to purchase in new
issues of Shares; (c) preference as to dividends or interest; (d) preference
upon liquidation; or (e) any other special rights or preferences. In addition,
the Shares are not convertible into any other security. There are no
restrictions on dividends under any loan other financing arrangements or
otherwise. See a copy of the Articles of Incorporation, and amendments thereto,
and By-Laws of SecurityView Group, attached as Exhibit 3.1 and Exhibit 3.2,
respectively, to this Form SB-2. As of the date of this Form SB-2,
SecurityView Group has 1,500,000 shares of common stock outstanding.

Non-Cumulative Voting.

The holders of Shares of Common Stock of SecurityView Group do not have
cumulative voting rights, which means that the holders of more than 50.0% of
such outstanding Shares, voting for the election of directors, can elect all of
the directors to be elected, if they so choose. In such event, the holders of
the remaining Shares will not be able to elect any of the Company's directors.

Dividends.

SecurityView Group does not currently intend to pay cash dividends.
SecurityView Group's proposed dividend policy is to make distributions of its
revenues to its stockholders when SecurityView's Board of Directors deems such
distributions appropriate. Because SecurityView Group does not intend to make
cash distributions, potential shareholders would need to sell their shares to
realize a return on their investment. There can be no assurances of the
projected values of the shares, or can there be any guarantees of the success of
SecurityView Group.

37
<PAGE>

A distribution of revenues will be made only when, in the judgment of
SecurityView Group's Board of Directors, it is in the best interest of the
Company's stockholders to do so. The Board of Directors will review, among other
things, the investment quality and marketability of the securities considered
for distribution; the impact of a distribution of the investor's securities on
its customers, joint venture associates, management contracts, other investors,
financial institutions, and the company's internal management, plus the tax
consequences and the market effects of an initial or broader distribution of
such securities.

Possible Anti-Takeover Effects of Authorized but Unissued Stock.

Upon the completion of this Offering, the Company's authorized but
unissued capital stock will consist of 22,500,000 shares (assuming the entire
offering is sold) of common stock. One effect of the existence of authorized but
unissued capital stock may be to enable the Board of Directors to render more
difficult or to discourage an attempt to obtain control of SecurityView Group by
means of a merger, tender offer, proxy contest, or otherwise, and thereby to
protect the continuity of SecurityView Group's management. If, in the due
exercise of its fiduciary obligations, for example, the Board of Directors were
to determine that a takeover proposal was not in SecurityView Group's best
interests, such shares could be issued by the Board of Directors without
stockholder approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly, completion of the
takeover transaction by diluting the voting or other rights of the proposed
acquirer or insurgent stockholder or stockholder group, by creating a
substantial voting block in institutional or other hands that might undertake to
support the position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or otherwise.

TRANSFER AGENT AND REGISTRAR

The Company intends to engage the services of Pacific Stock Transfer,
Las Vegas, Nevada to act as transfer agent and registrar.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Shares have not previously been traded on any securities exchange.
At the present time, there are no assets available for the payment of dividends
on the Shares.

OVER-THE-COUNTER BULLETIN BOARD MARKET LISTING

We have applied to have our Common Stock quoted on the OVER-THE-COUNTER
BULLETIN BOARD under the trading symbol "-----"

38
<PAGE>

LEGAL MATTERS

Certain legal matters with respect to the legality of the shares
offered pursuant to this prospectus will be passed upon for us by The Law Office
of William Barnett, Sherman Oaks, California.

EXPERTS

The consolidated financial statements of SecurityView Group and
subsidiaries for the period ended June 30, 2000 and for the period from May 25,
2000 (inception) to June 30, 2000, have been included in this prospectus and in
the registration statement in reliance upon the report of Merdinger, Fruchter,
Rosen & Corso, LLP independent certified public accountants, appearing elsewhere
in this prospectus, and upon the authority of said firm as experts in accounting
and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

Since the inception of SecurityView Group on May 25, 2000, the principal
independent accountant for the Company has neither resigned (or declined to
stand for reelection) nor been dismissed. The independent accountant for
SecurityView Group is Merdinger Fruchter Rosen & Corso, P.C., located in Los
Angeles, California.

INTEREST OF NAMED EXPERTS AND COUNSEL

No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business issuer, or was a
promoter, underwriter, voting trustee, director, officer, or employee of the
small business issuer.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

No director of SecurityView Group will have personal liability to the
Company or any of its stockholders for monetary damages for breach of fiduciary
duty as a director involving any act or omission of any such director since
provisions have been made in the Articles of Incorporation limiting such
liability. The foregoing provisions shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to
SecurityView Group or its stockholders, (ii) for acts or omissions not in good
faith or, which involve intentional misconduct or a knowing violation of law,
(iii) under applicable Sections of the California Corporation Code, or any
California State Law applicable, (iv) or for any transaction from which the
director derived an improper personal benefit.

39
<PAGE>

The By-Laws provide for indemnification of the directors, officers, and
employees of SecurityView Group in most cases for any liability suffered by them
or arising out of their activities as directors, officers, and employees of
SecurityView Group if they were not engaged in willful misfeasance or
malfeasance in the performance of his or her duties; provided that in the event
of a settlement the indemnification will apply only when the Board of Directors
approves such settlement and reimbursement as being for the best interests of
the Corporation. The By-Laws, therefore, limit the liability of directors to the
maximum extent permitted by California law.

The officers and directors of SecurityView Group are accountable to the
Company as fiduciary, which means they are required to exercise good faith and
fairness in all dealings affecting SecurityView Group.

In the event that a shareholder believes the officers and/or directors have
violated their fiduciary duties to SecurityView Group, the shareholder may,
subject to applicable rules of civil procedure, be able to bring a class action
or derivative suit to enforce the shareholder's rights, including rights under
certain federal and state securities laws and regulations to recover damages
from and require an accounting by management. Shareholders who have suffered
losses in connection with the purchase or sale of their interest in
SecurityView Group in connection with such sale or purchase, including the
misapplication by any such officer or director of the proceeds from the sale of
these securities, may be able to recover such losses from SecurityView Group.

The registrant undertakes the following:

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

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 the registrant.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2, including exhibits, schedules and amendments to that
registration statement, under the Securities Act with respect to the shares of
common stock to be sold in this offering. This prospectus does not contain all
the information included in our registration statement. For further information
with respect to us and the shares of common stock to be sold in this offering,
we refer you to the registration statement. Statements contained in this
prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete, and in each instance we refer you to
the copy of that contract, agreement or other document to the extent filed as an
exhibit to the registration statement.

40
<PAGE>

You may read and copy all or any portion of the registration statement or
any other information we file at the Securities and Exchange Commission's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the Securities and Exchange Commission. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the operation
of the public reference room. Our Securities and Exchange Commission filings,
including the registration statement, are also available to you over the
Internet on the Securities and Exchange Commission's web site located at
http://www.sec.gov. As a result of this offering, we will become subject to the
information and reporting requirements of the Exchange Act and, in accordance
with the Exchange Act, we will file periodic reports, proxy statements and other
information with the Securities and Exchange Commission. We intend to furnish
our stockholders with annual reports containing audited financial statements and
with quarterly reports for the first three quarters of each fiscal year
containing unaudited interim financial information.

No dealer, salesman or any other person has been authorized to give any
information which is not contained in this prospectus or to make any
representation in connection with this offering other than those which are
contained in the prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by us.

This prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities which are offered hereby to any person
in any jurisdiction where such offer or solicitation would be unlawful. Neither
the delivery of this prospectus nor any sale hereunder shall under any
circumstances create any implications that there has been no change in our
affairs or the facts which are herein set forth since the date hereof.

CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING
OVER ALLOTMENT, ENTERING STABILIZATION BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS AND IMPOSING PENALTY BIDS.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE OTC BULLETIN BOARD IN
ACCORDANCE WITH RULE 103 OF REGULATION M OF THE SECURITIES ACT.

FINANCIAL STATEMENTS

The Financial Statements required by Item 310 of Regulation S-B appear on pages
F/S-1 to F/S-8, immediately following.

41
<PAGE>

SECURITYVIEW GROUP, INC.
(A Development Stage Company)

Index to Financial Statements

PAGE

INDEPENDENT AUDITORS' REPORT F/S-1

BALANCE SHEET F/S-2

STATEMENT OF OPERATIONS F/S-3

STATEMENT OF STOCKHOLDER'S EQUITY F/S-4

STATEMENT OF CASH FLOWS F/S-5

NOTES TO FINANCIAL STATEMENT F/S-6-7

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<PAGE>

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF SECURITYVIEW GROUP:

We have audited the accompanying balance sheet of SecurityView Group (A
Development Stage Company) as of June 30, 2000 and the related statements of
operations, stockholder's equity and cash flows for the period from May 25, 2000
(inception) to June 30, 2000. These financials statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of SecurityView Group, Inc. as of
June 30, 2000 and the results of its operations and its cash flows for the
period from May 25, 2000 (inception) to June 30, 2000 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 of the
accompanying financial statements, the Company has no established source of
revenue, which raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also discussed in Note
1. These financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

MERDINGER, FRUCHTER ROSEN & CORSO, P.C.
Certified Public Accountants

Los Angeles, California
July 28, 2000

F/S-1

<PAGE>

SECURITYVIEW GROUP
(A Development Stage Company)
BALANCE SHEET

June 30,
2000
---------------
ASSETS

Cash $ 1,137
---------------
TOTAL ASSETS $ 1,137
===============

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES $ -
----------------
TOTAL LIABILITIES $ -
----------------

STOCKHOLDER'S EQUITY:
Common stock, $0.001 par value;
25,000,000 shares authorized;
1,500,000 shares issued and outstanding 1,500
Preferred stock, $0.001 par value;
10,000,000 shares authorized; none issued 0
Deficit accumulated during the development stage (363)
---------------

TOTAL STOCKHOLDER'S EQUITY 1,137
---------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,137
===============

The accompanying notes are an integral part of the financial statements.

F/S-2

<PAGE>

SECURITYVIEW GROUP
(A Development Stage Company)
STATEMENT OF OPERATIONS

For the period
from May 25,
2000
(inception) to
June 30,
2000
-----------------

REVENUE $ -

ADMINISTRATIVE EXPENSES 363
-----------------

NET LOSS $ (363)
=================

NET LOSS PER COMMON SHARE - basic and diluted $ (0.000)
=================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING - basic and diluted 1,500,000
=================

The accompanying notes are an integral part of the financial statement.

F/S-3

<PAGE>

SECURITYVIEW GROUP
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY

Common Stock
-------------------- Accumulated
Shares Amount Deficit Total
--------- -------- ------------ --------

Balance, May 25, 2000 - $ - $ - $ -

Issuance of common stock for
cash on May 25, 2000 at
$0.001 per share 1,500,000 1,500 1,500

Net loss - - (363) (363)
--------- ------- --------- --------

Balance, June 30, 2000 1,500,000 $1,500 $ (363) $ 1,137
========= ======= ========= ========

The accompanying notes are integral part of the financial statement.

F/S-4

<PAGE>

SECURITYVIEW GROUP
(A Development Stage Company)
STATEMENT OF CASH FLOWS

For the Period
from May 25,
2000
(inception) to
June 30,
2000
-----------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES:
Net Loss $ (363)
-----------------

NET CASH FLOWS PROVIDED FROM
FINANCING ACTIVITIES:

Issuance of common stock for cash 1,500
-----------------

Net change in cash 1,137

Cash and cash equivalents - beginning of period 1,500
-----------------

Cash and cash equivalents - end of period $ 1,137
=================

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year-
Interest paid $ -
=================

Income taxes paid $ -
=================

The accompanying notes are an integral part of the financial statement.

F/S-5

<PAGE>

SECURITYVIEW GROUP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
JUNE 30, 2000

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations
--------------------
SecurityView Group ("Company") is currently a development stage
company under the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 7. The Company was incorporated under the laws
of the State of Nevada on May 25, 2000.

Basis of Presentation
---------------------
The accompanying financial statement has been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. However, the Company
has no established source of revenue. This factor raises substantial
doubt about the Company's ability to continue as a going concern.
Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern. The financial statement
does not include any adjustments relating to the recoverability and
classification of recorded asset amount, or amounts and classification
of liabilities that might be necessary should the Company be unable to
continue in existence. It is management's objective to seek additional
capital through a merger with an existing operating company.

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

Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with
original maturities of three months or less to be cash equivalents.

Concentration of Credit Risk
----------------------------
From time to time the Company places its cash in what it believes to
be credit-worthy financial institutions. However, cash balances exceed
FDIC insured levels at various times during the year.

F/S-6

<PAGE>

SECURITYVIEW GROUP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
June 30, 2000

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Income Taxes
------------
Income taxes are provided for based on the liability method of
accounting pursuant to SFAS No. 109, "Accounting for Income Taxes".
Deferred income taxes, if any, are recorded to reflect the tax
consequences on future years of differences between the tax bases of
assets and liabilities and their financial reporting amounts at each
year-end.

Loss Per Share
--------------
The Company presents loss per share in accordance with SFAS No. 128,
"Loss Per Share," which requires presentation of basic loss per share
("Basic LPS") and diluted loss per share ("Diluted LPS"). The
computation of basic loss per share is computed by dividing loss
available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted loss per share
gives effect to all dilutive potential common shares outstanding
during the period. The computation of diluted LPS does not assume
conversion, exercise or contingent exercise of securities that would
have an anti-dilutive effect on earnings.

Comprehensive Income
--------------------
SFAS No. 131, "Reporting Comprehensive Income," establishes standards
for the reporting and display of comprehensive income and its
components in the financial statements. As of June 30, 2000, the
Company has no items that represent comprehensive income and,
therefore, has not included a schedule of Comprehensive Income in the
accompanying financial statement.

Impact of Year 2000 Issue
-------------------------
As of June 30, 2000, the Company does not have any computer systems or
customers and suppliers. Therefore, the issue of the year 2000 has no
effect on the Company's current activities.

NOTE 2 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The
sole officer and director of the Company provides office services
without charge. Such costs are immaterial to the financial statement
and, accordingly, have not been reflected therein. The officer and
director of the Company is involved in other business activities and
may, in the future, become involved in other business opportunities.
If a business opportunity becomes available for the Company, such
persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for
the resolution of such conflicts.

F/S-7

<PAGE>

SECURITYVIEW GROUP
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
June 30, 2000

NOTE 3 SUBSEQUENT EVENTS

In May 2000, the Company restated its Articles of Incorporation to
designate 10,000,000 shares of preferred stock with a par value of
$0.001 and increase the authorized number of common stock from 25,000
to 25,000,000 shares with a par value of $0.001.

The Board of Directors is authorized to provide from time to time for
the issuance of shares of preferred stock in series and to fix and
determine from time to time, before issuance, the designation and
relative rights and preferences of the shares of each series of
preferred stock and the restrictions or qualifications. As of April
2000, no preferred stock nor designations of preferred stock have been
determined.

In May 2000, the Company completed a forward split of its common stock
1000:1, thus increasing the number of outstanding and issued shares of
the Company's common stock from 1,500 to 1,500,000.

F/S-8

<PAGE>

You should rely only on the information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may be used only when it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

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

TABLE OF CONTENTS

PAGE
----
Prospectus Summary.......................................................... 5
Selected Financial Data.................................................... 7
Risk Factors............................................................... 8
Forward-Looking Statements................................................. 16
Use of Proceeds............................................................ 17
Dividend Policy............................................................ 18
Dilution................................................................... 18
Capitalization............................................................. 20
Plan of Distribution....................................................... 21
Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 22
Business................................................................... 23
Management................................................................. 34
Security Ownership of Certain Beneficial Owners and Management............. 36
Executive Compensation..................................................... 36
Certain Relationships and Related Transactions............................. 36
Description of Securities.................................................. 37
Transfer Agent and Registrar............................................... 38
Market for Common Equity................................................... 38
Legal Matters.............................................................. 39
Experts.................................................................... 39
Where You Can Find More Information........................................ 40
Financial Statements.................................................... F/S-1

<PAGE>

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

1,000,000 Shares

SECURITYVIEW GROUP

COMMON STOCK

-----------------
PROSPECTUS
-----------------

, 2000

<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Articles of Incorporation, as amended, do not expressly limit the
liability of our company's directors for monetary damages. However, our Bylaws
provide that every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
our company or is or was serving at the request of our company or for its
benefit as a director or officer of another corporation, or as our company's
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith.

Our Bylaws provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by our
company as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by our
company. Such right of indemnification is a contract right that is not exclusive
of any other right such directors, officers or representatives may have,
including rights under any bylaw, agreement, vote of shareholders, provision of
law and any other rights.

Our Bylaws provide further that our Board of Directors may cause our
company to purchase and maintain insurance on behalf of any person who is or was
a director or officer of our company, or is or was serving at the request of our
company as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not our company would have
the power to indemnify such person.

Certain of the selling security holders and our company each have
agreed to indemnify the other and their respective officers, directors and other
controlling persons against certain liabilities in connection with this
registration, including liabilities under the Securities Act of 1933, and to
contribute to payments such persons may be required to make in respect thereof.

II-1

<PAGE>

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.

The following table sets forth the estimated expenses in connection with the
offering described in this Registration Statement:

SEC registration fee.............................. $ 264
NASD filing fee................................... 0
Printing and engraving expenses................... *
Legal fees and expenses........................... *
Blue Sky fees and expenses........................ *
Accounting fees and expenses...................... *
Miscellaneous..................................... *
----------

Total....................................... $ *
==========

All of the above expenses will be paid by the Registrant.

* To be provided by amendment.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

On May 25, 2000, we sold 1,500,000 shares of our common shares to our
President, Mr. Gabriel Shanee, and our Vice-President, Mr. Pablo Axelrad, for
$0.001 per share or a total amount of $1,500.

Exemption from the registration provisions of the Securities Act of
1933 for the transactions described above is claimed under Section 4(2) of the
Securities Act of 1933, among others, on the basis that such transactions did
not involve any public offering and the purchasers were sophisticated with
access to the kind of information registration would provide.

II-2
<PAGE>

ITEM 27. EXHIBITS.

EXHIBIT NO. DESCRIPTION
----------- -----------

The following exhibits are filed with this Registration Statement:

Exhibit
Number Description
------ -----------

3.1.1 Articles of Incorporation filed with the Nevada
Secretary of State on May 25, 2000

3.1.2 Certificate of Amendment of Articles of Incorporation

3.2 By-Laws of SecurityView Group

4.3 Subscription Form

5.1 Opinion Re: Legality

23.1 Consent of Counsel

23.2 Consent of Accountant

27.1 Financial Data Schedule

II-3

<PAGE>

ITEM 28. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

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

(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (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; and

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

(2) That, for determining liability under the Securities Act, each such
post-effective amendment shall be treated as a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

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

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Costa Mesa, State of California, on August 8,
2000.

SECURITYVIEW GROUP

By: /s/ GABRIEL SHANEE
--------------------------------------
Gabriel Shanee, President

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

Signature Title Date
--------- ----- ----

/s/ Gabriel Shanee President and Director August 8, 2000
------------------
Gabriel Shanee

/s/ Pablo Axelrad Vice President and Director August 8, 2000
------------------
Pablo Axelrad

/s/ David Matalon Director August 8, 2000
------------------
David Matalon

/s/ Abraham Shani Director August 8, 2000
------------------
Abraham Shani

/s/ Izik Istrick Director August 8, 2000
------------------
Izik Istrick