INTERNET HOLLYWOOD, SB-1, 2000-09-08

INTERNET HOLLYWOOD
SB-1, 2000-09-08

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SB-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTERNET HOLLYWOOD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CALIFORNIA 5812 77-0518310
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION IDENTIFICATION NO.) CLASSIFICATION

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

222 QUAIL RUN COURT
DEL REY OAKS, CA 93940
(831) 394-5579
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

SHERYL MOULTON
INTERNET HOLLYWOOD, INC.
222 QUAIL RUN COURT
DEL REY OAKS, CA 93940
(831) 394-5579
(NAME, ADDRESS, TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------

COPIES OF COMMUNICATIONS TO:

JAMES PHILLIP VAUGHNS, ESQ.
6114 LASALLE AVENUE, SUITE 289
OAKLAND, CA 94611

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

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

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INTERNET HOLLYWOOD, INC - -SB-1 - Registration Statement
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If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

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

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

CALCULATION OF REGISTRATION FEE

Title of each Proposed
class of securities Dollar amount maximum offering Amount of
to be registered to be registered price per unit registration fee
Common $5,000,000 $5.00 $1320

(1) Estimated pursuant to Rule 457 (a) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for purposes of calculating the
registration fee.

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.

Disclosure alternative used (check one): Alternative 1 [ X ]; Alternative 2 [ ]

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

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

INITIAL PUBLIC OFFERING PROSPECTUS
Subject to Completion, Dated September 6, 2000

INTERNET HOLLYWOOD , INC.

1,000,000 shares of Common Stock

This is our initial public offering of Common Stock. The offering price per
share is $5.00. The maximum number of shares being offered under this prospectus
is 1,000,000. There is no minimum number of shares being offered under this
prospectus. Proceeds from this offering will be placed in an escrow account
until $500,000 is raised. The minimum investment required by each investor is
100 shares.

This offering will commence upon the date of this prospectus and continue for a
maximum of twenty-four months. This offering is made as a self-underwritten
offering. No public market currently exists for our shares. Our shares may or
may not be listed on NASDAQ or any national exchange.

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

Investing in our stock involves significant risks. See "Risk Factors" beginning
on page 7.

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

<TABLE>
<CAPTION>
--------------- -------------------- ------------------------------------ ----------------
Proceeds Before
Price to the public Proceeds to affiliated persons Expenses
--------------- -------------------- ------------------------------------ ----------------
<S> <C> <C> <C>
Price Per Share $ 5.00 --- ---
--------------- -------------------- ------------------------------------ ----------------
Total $ 5,000,000 --- $ 5,000,000
--------------- -------------------- ------------------------------------ ----------------
</TABLE>

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

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Initial Public Offering Prospectus

Subject to Completion, Dated September 6, 2000

INTERNET HOLLYWOOD , INC.
(Exact name of Company as set forth in Articles of Incorporation or Charter)

The information contained in this form may not be complete and may be changed.
These securities may not be sold until the SB-1 is filed with the Securities
Exchange Commission (SEC) and filed with state security regulators and has been
declared effective. Internet Hollywood, Inc., effective March 4, 2000 effected a
fifteen-to-one stock split of its total shares.

TYPE OF SECURITIES OFFERED: Common Stock
Maximum number of securities offered: 1,000,000
Minimum number of securities offered: 100,000
Price per Security: $ 5.00
Total Proceeds: If maximum sold: $ 5,000,000
If minimum sold: $ 500,000
(For use of proceeds and Offering expenses, see Question Nos. 9 and 10)

Is a commissioned selling agent selling the securities in this Offering?
[x] Yes [ ] No
If yes, what percent is commission of price to public?
The Company has allotted up to fifteen- percent commission to the broker
(and will assume that up to fifty percent of the Offering stock will be sold
through a broker).

Is there other compensation to selling agent (s)? [ ] Yes [x] No

Is there a finder's fee or similar payment to any person? [ ] Yes [x] No
(See Question No. 22)
Is there an escrow of proceeds until minimum is obtained? [x] Yes [ ] No
(See Question No. 26)
Is this Offering limited to employees of a special group,
such as employees of the Company or individuals? [ ] Yes [x] No
(See Question No. 25)
Is transfer of the securities restricted? [ ] Yes [x] No
(See Question No. 25)

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS
SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE
THEIR INVESTMENT IN ITS ENTIRETY. SEE QUESTION NO. 2 FOR THE RISK FACTORS THAT
MANAGEMENT BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTOR IN THIS
OFFERING.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY
SECURITIES OFFERED OR THE TERMS OF THE OFFERING. NOR DOES IT PASS UPON THE
ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR SELLING LITERATURE. THESE
SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE
COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE
EXEMPT FROM REGISTRATION.

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This Company:
[ ] Has never conducted operations.
[x] Is in the development stage.
[ ] Is currently conducting operations.
[ ] Has shown a profit in the last fiscal year.
[ ] Other (Specify): _______________________________________
(Check at least one, as appropriate)

This Offering has been registered for offer and sale in the following states:

STATE STATE FILE NO. EFFECTIVE DATE
----- ---------------- ---------------

Not Applicable.
(The Company proposes to file in California and several other states.)

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TABLE OF CONTENTS

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-----------
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
------------
BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . 15
-----------------------
OFFERING PRICE FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
----------------------
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
---------------
CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
--------------
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . 35
-------------------------
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 36
--------------------
DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS. . . . . . . . . . . . . . . . . . 38
----------------------------------------
OFFICERS AND KEY PERSONNEL OF THE COMPANY . . . . . . . . . . . . . . . . . 39
-----------------------------------------
DIRECTORS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . 43
------------------------
PRINCIPAL STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
----------------------
MANAGEMENT RELATIONSHIPS, TRANSACTIONS. . . . . . . . . . . . . . . . . . . 46
--------------------------------------
AND RENUMERATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
----------------
LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
----------
FEDERAL TAX ASPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
-------------------
MISCELLANEOUS FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
---------------------
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
--------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF . . . . . . . . . . . . . . . . . . 62
---------------------------------------
CERTAIN RELEVANT FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . 62
------------------------
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
---------

THIS OFFERING CIRCULAR CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY
CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER
STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON
ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR.

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THE COMPANY

1. EXACT CORPORATE NAME: Internet Hollywood, Inc.
State and date of incorporation: California, June 14, 1999

PO Box 223611
Street address of principal office: Carmel, CA 93922
Company Telephone Number: (831) 394-5579
Fiscal year: December 31
Person(s) to contact at Company
with respect to Offering: Sheryl Moulton, Chief Financial Officer
Telephone Number (if different from above):

RISK FACTORS

2. List in the order of importance the factors which the Company considers to
be the most substantial risks to an investor in this Offering in view of
all facts and circumstances or which otherwise make the Offering one of
high risk or speculative (i.e., those factors which constitute the greatest
threat that the investment will be lost in whole or in part, or not provide
an adequate return).

Some of the information in this Offering Circular contains forward-looking
statements within the meaning of the Securities Litigation Reform Act.
These statements typically use terms such as "may," "will," "should,"
"expect," "anticipate," "estimate," and similar words although some
forward-looking statements are expressed differently. Investors should be
aware that the Company's actual results could differ materially from those
contained in the forward-looking statements due to a number of factors. The
Company has set forth what it believes to be primary factors which could
affect such outcomes. Prospective investors should consider carefully the
following "risk factors" as well as other sections of this Offering
Circular which address additional factors which could cause the Company's
actual results to differ from those set forth in the forward-looking
statements.

(1) Development Stage Company. Internet Hollywood plans to operate Internet
cafes nationwide (and is considering prospects of franchising
internationally). Internet Hollywood incorporated June 14, 1999 and is
considered a startup company. There is minimal history of operations on
which to base an evaluation of the Company's business plan, as the company
is in development stage. Although the Company's management has operated and
managed successful companies, there is no assurance that the projected
business will be successful or profitable. Further, the Company is entering
what management believes will be a stage of rapid growth. There can be no
assurances that it will be able to overcome the risks associated with
advancement from the development stage to full-scale commercial operations.
The Company's prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by companies in their early stage
of development, particularly companies in new and rapidly evolving markets
such as the Internet cafe and retail industries.

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(2) Lack of Liquidity and Limited Trading Market. There is no public market
for our common stock and a public market may or may not be available in the
foreseeable future. If the Company meets the requirements of NASDAQ
(Small-Caps), AMEX (Small-Caps) and/or Pacific Stock Exchange, it will make
every attempt to obtain a listing. The Company may or may not be able to
obtain a listing on the Pacific Stock Exchange, NASDAQ (Small-Caps) and/or
AMEX (Small-Caps). Therefore, the Company cannot make any guarantees that a
listing will be approved.

Following this offering, if we determine that it is acceptable to the
relevant securities regulators to do so, we may sign Internet Hollywood up
with one or more independent companies that offer to facilitate trading of
our stock by using an internet-based trading mechanism operated by them,
through which persons interested in purchasing or selling shares of our
stock can meet prospective trading partners. Depending on the company used,
there might be a charge for your use of such a service, but neither
Internet Hollywood nor any of its employees will receive any commissions or
payments for this service. However, you should not consider this type of
mechanism as a reliable avenue for liquidating your investment.

Our long-term plan for providing liquidity to our shareholders is to
develop a public market for our common stock by soliciting securities
brokers to become market makers. There can be no assurance that we will be
successful in soliciting market-makers.

In view of the absence of an underwriter and the relatively small size of
the offering, there is little likelihood that a regular trading market will
develop in the near term, if at all, or that if developed it will be
sustained. Accordingly, an investment in these shares should be considered
highly illiquid.

Prior to this Offering, there has been no public trading market for the
securities. Accordingly, there can be no assurance that an active trading
market will develop or, if developed, will be maintained, or that the
market price of the securities will not decline below the current Offering
price. Even if there is a trading market established, the shareholder's
ability to sell his or her shares will depend on the existence of persons
interested in buying shares. There can be no assurance that there will be
buyers interested in buying the Company's stock. Therefore, an investor
should consider his purchases of securities as a long-term investment.

(3) No Assurance of Establishment of Passive Bulletin Board. The Company is
currently considering establishing a passive "bulletin board" service on
the Company's Internet Home Page to help provide a mechanism for potential
buyers and sellers to contact each other without the involvement of a
broker-dealer. Although the Company would establish and maintain the
bulletin board, the Company would not be involved in any transactions nor
would monitor such a bulletin board for compliance with regulatory
requirements imposed upon buyers and sellers. No assurance that such
service will be established or that any trading market will exist nor that
any market that does exist will provide any meaningful liquidity or
valuation. Furthermore, any future resale may require compliance with
exemption provision under some states' securities laws.

(4) No Assurance the Shares Will Be Sold. There is no public, organized
market for the shares in this Offering. The success of this Offering will,
to a considerable extent, depend upon the marketing efforts of the company
management, and upon investor reaction to the Company's management,
business plan and its proposed use of the proceeds. No assurance can be
given that the entire Offering, or any portion hereof, will be sold.
Investors also risk the inability to liquidate their investments. Further,
if the entire Offering is not sold, there are no assurances that the
prospective business objectives of the Company will be accomplished.

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(5) Arbitrary Offering Price: Possible Volatility of Stock Price. The
pricing of this Offering has been determined by the Company and may not be
indicative of the market price of the Common Stock after this Offering. The
trading price of the common stock could be subject to significant
fluctuation in response to variations in quarterly results of operations,
announcements of new products or services by the Company or its
competitors; general trends in the industry; and overall market conditions
and other factors. The market for securities of early-stage, small-market
capitalization companies has been highly volatile in recent years, often as
a result of factors unrelated to a company's operations. In addition, the
stock market in general, the NASDAQ Bulletin Board market and the market
for Internet-related companies in particular, have experienced extreme
price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of such companies. The
trading prices of many Internet-related companies stock are at or near
historical highs and reflect price to earnings ratios substantially above
historical levels. These broad market and industry factors may materially
and adversely affect the market price of the Common Stock, regardless of
the Company's operating performance. In the past, following periods of
volatility in the market price of a company's securities, securities
class-action litigation has often been instituted against such companies.
Such litigation, if instituted, could result in substantial costs and a
diversion of management's attention and resources, which would have a
material adverse effect on the Company's business, prospects, financial
condition and results of operations.

(6) Patents, Trademarks and Trade Secrets.
The Company considers its pending trademark (Internet Hollywood), its
advertising and promotional design and artwork to be of considerable value
and critical to its business. The Company relies on a combination of trade
secret, copyright and trademark laws, non-disclosure, non-competition and
other arrangements to protect its proprietary rights. There is no assurance
that patents and trade secrets as controlled by the Company will be
adequate protection from competitive encroachment from existing or future
companies.

Failure to obtain trademark protection could have a material adverse effect
upon the Company's results of operations and financial condition. In
addition, despite the Company's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy or obtain and use information that
the Company regards as proprietary. There can be no assurance that the
steps taken by the Company to protect its proprietary information will be
adequate to obtain the legal protection sought or will prevent
misappropriation of such information. Even if the Company successfully
protects such intellectual property rights, such protection may not
preclude competitors from developing confusingly similar brand names,
promotional materials or developing products with qualities similar to the
Company's products.

The Company filed for trademark protection with the United States Patent
and Trademark Office in March of 1999. In April of 1999, Hollywood
Entertainment (d.b.a. "Hollywood Video") filed two subsequent trademarks
for the "Internet Hollywood" name: (1) Internet Hollywood and (2)
InternetHollywood.net. The United States Patent and Trademark Office
(USPTO) may or may not approve Hollywood Entertainment's trademark
applications. The USPTO may or may not approve our Company's trademark
application. Therefore, the Company cannot make any guarantees as to the
outcome of our pending "Internet Hollywood" trademark.

(7) Risk of Third Party Claims of Proprietary Infringement. While the
Company believes that its intellectual property does not infringe upon the
proprietary rights of third parties, there can be no assurance that the
Company will not receive future communications from third parties asserting
that the Company's intellectual property infringes, or may infringe upon
the proprietary rights of third parties. The potential for such claims will
increase as the Company increases operations and enters into new geographic
areas. Any such claims, with or without merit, could be time-consuming,
result in costly litigation and diversion of management's attention, cause
operation delays or require the Company to enter into royalty or licensing
agreements. Such royalty or licensing agreements, if required, may not be
available on terms economical or acceptable to the Company. In the event of
a successful claim of infringement against the Company and failure or
inability of the Company to license the infringed or similar proprietary
information, the Company's operating results and financial condition could
be adversely affected.

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(8) Sufficiency of Offering Proceeds. The Company intends to utilize all or
substantially all of the net proceeds of the Offering to provide a cash
reserve to be allocated to expenses which may arise in the normal course of
the Company's business. The Company will require the maximum proceeds of
the Offering in order to carry out its business plan and to achieve its
projected growth. The Company may be required to seek additional debt
and/or equity financing if there is a lack of sufficient funding from the
Offering. The Company may not be able to obtain additional financing or, if
available, such financing may not be available on terms favorable to the
Company.

In addition, if the minimum amount of proceeds is obtained from the
Offering, the Company may not be able to expand its operations, will have a
smaller reserve against unexpected expenses or delays in receiving
revenues, and will be subject to greater risk that additional funds may be
required to fund operations.

The Company intends to utilize all or substantially all of the maximum net
proceeds of the Offering to: (1) establish franchised Internet cafes; (2)
use for working capital (3) acquire assets (namely computers and coffee
equipment); (4) implement wide-scale, advertising and public relations
campaigns, in print and electronic media; and (5) provide a cash reserve.
The estimated maximum net proceeds of the Offering is approximately
$4,640,000. Although the Company believes such an amount will be sufficient
to cover management's estimate of the Company's cash requirements for at
least the next 12 months under its Business Plan, no assurance can be given
that, even if all shares are sold, additional funds will not be necessary.
In which event the Company will be required to seek additional debt and/or
equity financing. The Company may not be able to obtain additional
financing or, if available, such financing may not be available on terms
favorable to the Company, and will be subject to greater risk, that
additional funds may be required to fund operations.

(9) Need for Additional Financing. If the minimum number of securities is
sold, the Company might require additional financing for our franchise
operations. There can be no assurance that such financing can be obtained
on terms favorable to the Company.

(10) Specific Risks of the Company Business. In addition to being subject
to all of the risks generally associated with the Internet cafe and
retailing industries, the Company will be subject to certain factors
affecting its business more particularly. The Company is subject to the
potential inability to successfully prevail in a competitive market against
other companies that possess far greater financial, technological and
management resources. The Company is subject to the potential inability to
successfully develop and/or maintain partnership relationships with caf
businesses, which will reduce the revenue base from the company's proposed
franchise operation. Further, demand and market acceptance for recently
introduced services over the Internet are subject to a high degree of
uncertainty and there exist few proven services in this industry. Each of
these factors could result in materially adverse consequences in the
Company's business, prospects, financial condition and results of
operations.

(11) Business Conditions in General. The business operations of the Company
may be adversely affected by the economic and business factors to which
companies dealing in the Internet cafe and retailing industries generally
are subject, many of which are beyond the control of the Company, its
officers and directors. The Company is dependent upon the widespread
acceptance Internet cafes and the use of the Internet as an effective
medium of commerce. Rapid growth

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in the use of and interest in the Internet is a recent phenomenon, and
there can be no assurance that acceptance and use will continue to develop.
In addition, other risk factors may include, but are not limited to:
general economic conditions; fluctuation in general business conditions and
increases in operating expenses, including professional and general and
administrative services; maintenance; and taxes and insurance costs that
the Company may not be able to offset completely, if at all, by
corresponding increases in revenues.

(12) Ability to Manage Growth. The possibility of rapid growth and
increased responsibilities for management personnel will challenge the
Company's management, operating and financial systems and resources. To
compete effectively and manage future growth, the Company will be required
to continue to implement and improve its operational, financial and
management information systems, procedures and controls on a timely basis
and to expand, train, motivate and manage its work force. There can be no
assurance that the Company's personnel, systems, procedures and controls
will be adequate to support the Company's operations. Any failure to
implement and improve the Company's operations, financial and management
systems or to expand, train, motivate or manage employees could have a
material adverse effect on the Company's operating results and financial
condition.

(13) Discretion in the Use of Proceeds. The Company's management has wide
discretion in the use of proceeds of this Offering. Although the Company
intends to use the proceeds to develop its business in accordance with its
present plan, the nature of the plans may vary at the Company's sole
discretion.

(14) Competition. The Internet cafe business is fairly competitive. The
Company competes primarily with small Internet cafes and secondarily with
larger retail stores on the basis of price and breadth of product
offerings. The Company competes with a variety of cafes and retail stores,
many have substantially greater financial and marketing resources than the
Company.The cafe and retail merchandising industries are highly competitive
based on the type, quality and selection of the food and merchandise
offered, price, service, location and other factors. Many well-established
companies with greater financial, marketing and other resources and longer
operating histories than the Company compete with the Company in many
markets. In addition, some competitors have design and operating concepts
similar to those of the Company. There can be no assurance that the Company
will be able to respond to various competitive factors affecting the
Internet Cafe and retail industries. The Company's targeted industries and
markets are intensely competitive, particularly the Internet cafe industry,
which is new and rapidly evolving. Increased competition could limit the
Company opportunities in the future and/or force the Company to charge a
smaller amount for its products and/or services, thereby reducing revenues.
In the operation of its business, the Company assumes that the markets for
its products and services will continue to grow at a moderate rate. Should
these markets stagnate or decline, the markets may not desire the products
and services provided by the Company, or the Company's product and service
pricing may become noncompetitive, thereby drastically reducing the revenue
projected by the Company. The Company routinely competes with other
business and personal service organizations which possess far greater
assets and overall financial strength. In the event that these larger
competitors drastically decrease their pricing strategies in the
marketplace, the Company may not be able to provide its services at a level
that will allow it to continue to prevail in a competitive market. In the
event that the Company's larger competitors increase the rate of
compensation paid to management and field personnel, the Company may not be
able to meet these compensation levels and could potentially lose key
personnel to its competitors, which would substantially detract from its
ability to operate its business.

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(15) Dependence on Certain Suppliers. It is the Company's policy not to
manufacture or produce any of the goods it sells. Management believes this
policy provides the most flexibility to meet customer needs, while reducing
the Company's risk and its need for capital investments. However, because
of this policy, the Company may experience delays in production and
delivery which are beyond its control and which may result in canceled
orders, reduced sales, and other events which may negatively affect income.
Delays in receiving supplies may adversely affect the operating results and
financial condition of the Company.

(16) Dependence on Key Personnel; Need for Additional Personnel. The
Company is substantially dependent on the continued services and on the
performance of its senior management, and other key personnel, particularly
Dean McAthie, its Chief Executive Officer and its Chief Financial Officer /
Chief Operating Officer Sheryl Moulton. In recognition thereof, the Company
has executed employment agreements with those individuals, which provide
significant incentives to said individuals to continue employment with the
Company. The Company's ability to profitably transact its business is
almost wholly contingent upon its ability to hire, or otherwise engage,
motivate and retain qualified personnel needed to support and expand its
operations. The Company has to date successfully attracted and retained key
personnel by providing substantial, performance-based financial incentives,
a policy that it intends to continue. Competition to attract and retain
qualified personnel may in the future require the Company to compensate
such persons at higher levels than are presently contemplated, which may
necessitate increases in base compensation, bonuses for existing as well as
new personnel and/or the adoption of equity participation plans. (For a
description of the Company's management team, see questions 29-32).

(17) Liability. The Company's business involves risks of product and
professional liability. However, because of the Company's relative lack of
capital and limited operational status, the Company has refrained from
acquiring product or professional liability insurance. In recognition of
the increased incidence of litigation, fines, seizures and bankruptcies in
the targeted industries in recent years, and the fact that the Company
intends to initiate full-scale commercial operations after the completion
of capitalization, the Company anticipates acquiring adequate levels of
product and professional liability insurance. In the event that corporate
liabilities arise prior to the acquisition of these insurance policies, or
if any claims exceed the amounts of the Company's liability insurance
coverage, if any, the Company could suffer financial losses, which could
have a materially adverse effect on the Company's operations and future
viability.

(18) Limitation of Directors and Officers Liability. The Company's Articles
of Incorporation, consistent with California law, provide a limit on the
liability to the Company of individual directors and officers for certain
breaches of their fiduciary duties to the Company and provide for
indemnification of the Company's directors and officers to the fullest
extent permitted by California law. While the law is designed to ensure
that the ability of the Company's officers exercise their best business
judgment in managing the Company's affairs, subject to their continuing
fiduciary duties to the Company and its members, it is not unreasonably
impeded by exposure to potentially high personal costs or other
uncertainties of litigation. The existence of such a law may limit
shareholder actions again the officers of the Company for various acts of
misfeasance.

(19) Voting Rights, Control of the Company. Mr. Dean McAthie, the Chief
Executive Officer, Ms. Sheryl Moulton, Chief Financial Officer / Chief
Operating Officer and Mr. Patrick Hennessy in total own 1,353,333 shares,
or 45% (forty-five percent) of the voting Common Stock of the company,
collectively. As the holders of a majority interest in the Company,
McAthie, Moulton and Hennessy are collectively able to elect all of the
Company's directors and control the outcome of all shareholder votes.

(20) Certain Related-Party Transactions. The Company currently has no
outstanding debt, nor has loaned monies to its Officers or Directors.
However, the Company may from time to time allow Officers and Directors to
purchase securities in the Company at an Offering price substantially less
than the price paid by current investors. Each prospective investor should
make an independent evaluation of the fairness of the Offering price under
the circumstances.

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(21) Dilution. Investors in the Company's shares being offered will pay a
price per share considerably in excess of the cash originally invested by
founders. Therefore, investors risk significant dilution of their
percentage ownership interest if the Company were to issue additional
shareholder units. (See Item 7 of this Offering for a description of the
offering price factors and the consideration for shares issued to the
founders).

(22) Disproportionate Capital Investment and Dilution. Management has
invested approximately $5,545 (plus any costs associated with this filing -
an estimated $10,000) in the Company since its inception (general operating
costs, Offering filing fees, legal and accounting fees). As such, any
individual investor purchasing shares hereunder will bear a
disproportionate risk of loss, while control of the Company will remain in
the hands of Management. (See "Management", and "Principal Shareholders").
Further, all investors hereunder will experience an immediate and
substantial dilution in the net tangible book value per share of the common
stock from the price per share they will have paid.

(23) Determination of Offering Price. The Company has arbitrarily decided
the Offering price and the Offering price does not necessarily bear any
relationship to established value criteria such as net tangible assets or a
multiple of earnings per share and, accordingly, should not be considered
an indication of the actual value of the Company.

(24) Lack of Dividends. The Company does not intend to pay dividends in the
near future. All earnings will be reinvested to finance expanded
operations. The Company may elect to later pay dividends, however, this
will depend, among other things, upon the Company's earnings, assets and
general financial condition, and upon other relevant factors.

(25) Certain Federal Income Tax Consequences. Holders of the Company's
securities may be subject to certain federal income tax consequences.
Prospective investors are urged to consult their own tax advisors regarding
the federal, state, local, foreign and other tax consequences of holding
and disposing of the securities. (See "Certain Federal Income Tax
Consequences").

(26) Government Regulation: Tax Basis. The Company does deduct and pay
federal, state or local withholding tax, and does deduct workman's
compensation and social security taxes from the compensation of its
Employees. The Company believes that its Employee compensation policies are
consistent with the tax laws of the State of California and the United
States as described in the California and Federal Tax Codes, and the
policies of the United States Internal Revenue Service and Federal
Accounting Standards Board, as described in their latest policy statements.
However, there is no assurance that future governmental statutes, or
changes in existing laws and regulations, if any, may not significantly
affect the Company's Employee compensation policies. In the event that the
Company's Employee compensation policies must be amended because of its
noncompliance with existing or future tax laws, the Company may be subject
to significant liabilities, fines and/or penalties, or may be forced to
drastically amend its Employee compensation policies, which could have a
materially adverse effect on the Company's operations and future viability.

(27) Government Regulation and Legal Uncertainties. The Company's business
is highly regulated by federal, state and local laws and regulations. The
Company must comply with extensive laws and regulations regarding matters
such as advertising, promotion and marketing practices and relationships
with suppliers.

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Failure on the part of the Company to comply with federal, state or local
regulations could result in the loss or revocation or suspension of the
Company's licenses, permits or approvals and accordingly could have a
material adverse effect on the Company's business. Further, changes in
federal, state and local environment regulations and other laws or
regulations could affect the Company's operations or market share.

(28) Potential Fluctuations in Results. The Company's operating results in
the future will likely vary due to factors such as expansion expenses,
fluctuations in the prices, seasonality of sales of coffee, general
economic factors, trends in consumer preference, regulatory developments
(including changes in tax rates), and changes in the general operating
costs.

(29) No Assurance of Geographic Expansion. There can be no assurance that
the Company's efforts to expand operations to new regions will be
successful or that such expansion can be accomplished on a profitable
basis. The Company's timely and successful expansion of sales will depend
on a number of factors, including competition, the continued promotion and
sale of the Company's products and services, the retention of personnel,
the ability to adapt management and operational systems, to accommodate
increased volume, the success of advertising and promotion campaigns, and
other factors, some of which are beyond the control of the Company.
Furthermore, consumer tastes vary by region and can be no assurance that
consumers located in new geographic regions will be receptive to Internet
cafes. Expansion into each new area will likely be greater in certain areas
than others due to demographic, economic and other factors. The Company's
efforts to increase sales by penetrating new market areas may be limited by
such factors.

(30) Limited Product Line. The Company's product line includes coffee,
snack food, computer service and sales. The Company's future operating
results, particularly in the near term, are dependent upon the continued
market acceptance of these products. A decline in the demand for any of the
Company's products or services as a result of competition, changes in
consumer tastes, and preferences, government regulation or other factors
would have a material adverse effect on the Company's operating results and
financial condition.

(31) Forward-Looking Statements. When used in this document, the words
"plan," "estimate," "anticipate," "believe," "intend," "expect," and other
similar expressions are intended to identify in certain circumstances,
forward-looking statements. Such statements are subject to a number of
risks and uncertainties that could cause actual events to differ materially
from those projected, including the risks described in this "Risk Factors"
section. Given these uncertainties, prospective investors are cautioned not
to place undue reliance on such statements.

Note: In addition to the above risks, businesses are often subject to risks
not foreseen or fully appreciated by management. In reviewing this Offering
Circular potential investors should keep in mind other possible risks that
could be important.

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BUSINESS AND PROPERTIES

3 With respect to the business of the Company and its properties:

(a) Describe in detail what business the Company does and proposes to do,
including what products or goods are or will be produced or services that
are or will be rendered.

Internet Hollywood's goal is to become the first nationwide Internet cafe
chain. The Company's business is the sale of coffee, computer and Internet
services. This market consists of two primary segments - cafe and computer
services. These products and services are principally marketed through the
website and at our Company-owned and franchised locations.

Coffee.

The Company will also sell merchandise and variety of beverages and snack
foods (i.e. coffee, cappuccino, mochas, juices, and cookies).

Music and Movies.

The Company is considering several proposals from video/music retailers to
sublease space from the Company to sell movies, music and entertainment
goods. This co-development project offers an excellent cross-marketing
opportunity. The Company will be able to share consumerships, a technique
that provides an extremely efficient and low-cost source of new inquiries
and buyers.

Computer Services.

The Company's computer services include Internet access,
video-conferencing, computer classes, trade-shows and classes. Internet
Hollywood will draw in business from all types of customers including
tourists and business people that want to send an email or check the latest
stock quotes.

Computer Reseller.

Several computer companies are negotiating with the Company to provide the
cafe with free computers - in lieu the Company will resell computers on a
commission basis. One computer company has also agreed to provide limited
technical support at no additional charge.

Merchandise.

Each cafe will include an integrated retail store offering premium quality
merchandise (i.e. coffee mugs, shirts and miscellaneous souvenir items)
displaying the Company's distinctive brands and logo designs. Merchandising
provides additional off-site promotion of the Company's brands.

InternetHollywood.com Website.

The Company also plans to develop its website, "InternetHollywood.com,"
which proposes to sell goods online as well as feature information about
each cafe. The Company proposes to sell advertising space to other
companies to generate additional revenue. The Company's proposed
advertising rates range from $55 to $5,000 per quarter. Internet Hollywood
will receive steady revenue both from the franchised cafes and the website
advertising. Customers will also be able to purchase souvenirs (shirts,
coffee mugs, etc.) and other general merchandise from the website.

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Retail Locations.

Considerable research will be devoted to the area of expansion, as the
Company seeks the best way to make its merchandise and services available
to more customers. The Company wants to open three prototype retail
locations that can serve as models for either future expansion or
franchising.

The Company's business plan will focus on locations across the United
States and may later consider international franchises. The Company
believes its business plan is relatively "recession-proof." Should there be
any fluctuations in the economy, the Company will take full advantage of
purchasing existing cafes at a very low cost to the Company. This strategy
will allow the Company to generate high yield income at very a low rate of
investment.

(b) Describe how these products or services are to be produced or rendered and
how and when the Company intends to carry out its activities. If the
Company plans to offer a new product(s), state the present stage of
development, including whether or not a working prototype(s) is in
existence. Indicate if completion of development of the product would
require a material amount of the resources of the Company, and the
estimated amount. If the Company is or is expected to be dependent upon one
or a limited number of suppliers for essential raw materials, energy or
other items, describe. Describe any major existing supply contracts.

Coffee.

The Company has chosen a vendor that supplies premium coffee to a major
coffeehouse. While there are many vendors from which to choose, the Company
has chosen to limit the majority of its coffee purchases to one or two
vendors. Limiting the vendors will provide for product consistency and
quality. Bakery goods will be supplied by local bakeries and patisseries.
Bottled juices and water will be supplied by wholesalers.

Music and Movies.

Computer Services.

The Company's computer services include Internet access,
video-conferencing, computer classes and trade-shows. The Company has an
agreement with a computer company to provide our computers free of charge,
in lieu the Company will resell computers on a commission basis. One
computer company has also agreed to provide limited technical support at no
additional charge. Computer classes will be provided by agreements with
universities and other educational facilities.

Merchandise.

The Company will continue to use the vendor that had designed our coffee
mugs. Each cafe will include an integrated retail store offering premium
quality merchandise (i.e. coffee mugs, shirts and miscellaneous souvenir
items) displaying the Company's distinctive brands and logo designs.
Merchandising provides additional off-site promotion of the Company's
brands.

InternetHollywood.com Website.

The Company is considering several companies' proposals to redesign the
website. The Company proposes to sell goods online as well as feature
information about each cafe at the InternetHollywood.com website. The
Company proposes to work with several advertising companies to sell
advertising space to other companies to generate additional revenue. The
Company's proposed advertising rates range from $55 to $5,000 per quarter.

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Internet Hollywood will receive steady revenue both from the franchised
cafes and the website advertising. Customers will also be able to purchase
souvenirs (shirts, coffee mugs, etc.) and other general merchandise (i.e.
coffee mugs, shirts and miscellaneous souvenir items) from the website.

Retail Locations.

The Company proposes to franchise stores, after the Company has opened a
prototype location. Franchising services will be provided by Francorp.
Francorp manages the franchise programs for many large Fortune 500
companies. Considerable research will be devoted to the area of expansion,
as the Company seeks the best way to make its merchandise and services
available to more customers.

While Company-owned stores will be located in lower-overhead locations with
low/no competition, the Company expects to pursue franchise and joint
venture arrangements in metropolitan areas. Upon the execution of a
franchise agreement, a franchisee is typically required to pay an initial
franchise fee, ranging from $50,000-$100,000, which is recognized as
revenue in the Company's financial statements when all the Company's
pre-opening obligations in respect of the cafe are fulfilled and the
franchised cafe opens. Thereafter, each franchisee is required to pay
royalties based on its gross revenues from snack food, beverage and
merchandise sales. Royalties typically range from 5% to 10% of food and
beverage revenues and 10% to 15% of merchandise revenues.

The key elements of the Company's Internet Cafe concept are as follows:

Broad-based themes.

The Company focuses on themes that it believes have universal appeal, such
as technology and entertainment.

Distinctive design features.

Spectacular physical design and layout will characterize all the Company's
cafes. Each cafe will prominently display a rotating collection of
authentic memorabilia.

Trade-Shows.

The Company's cafes will be distinguished by the significant media coverage
and promotion of the appearances by celebrities and hi-tech executives at
each cafe's grand opening and at special events thereafter. We also plan to
offer technological trade shows sponsored by computer and software
manufacturers. Trade shows will allow companies to demonstrate their
products to our customers at our trade show events. This is a "win-win"
situation for both hi-tech companies and for our cafes.

Extensive retail merchandising.

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Quality beverages and food.

Each cafe will serve freshly prepared coffee and juice beverages designed
to appeal to a variety of tastes and budgets with an emphasis on reasonably
priced signature items and items of particular appeal to the local market.

Quality service.

In order to maintain its unique image, the Company will provide attentive
and friendly service with a high ratio of service personnel to customers,
and will invest heavily in the training and supervision of its service
personnel.

(c) Describe the industry in which the Company is selling or expects to sell
its products or services and, where applicable, any recognized trends
within that industry. Describe that part of the industry and the geographic
area in which the business competes or will compete. Indicate whether
competition is or is expected to be by price, service, or other basis.
Indicate (by attached table if appropriate) the current or anticipated
prices or price ranges for the Company's products or services, or the
formula for determining prices, and how these prices compare with those of
competitors' products or services, including a description of any
variations in product or service features. Name the principal competitors
that the Company has or expects to have in its area of competition.
Indicate the relative size and financial and market strengths of the
Company's competitors in the area of competition in which the Company is or
will be operating. State why the Company believes that it can effectively
compete with these and other companies in its area of competition.

The Company markets its products and services to two distinct, but related
markets - coffee and computer/Internet.

Coffee Market.

The first market consists of individuals who want a delicious cup of coffee
in a lively social gathering place. Only 30% of coffee drinkers have tried
specialty coffee, and once they taste specialty coffee there is no going
back to ordinary, supermarket coffee.

Specialty coffee is a $3 billion industry. The "baby-boom" generation is a
76 million-strong market. "Baby-boomer" consumers tend to be more
sophisticated with regard to high-quality products and tend to spend more
money.

The Company will first target colder climate states that have higher coffee
consumption rates like: Northern California, Oregon, Washington State,
Montana, Colorado, North Dakota, South Dakota, and Minnesota. Once the
Company becomes well-established in these regions, the Company will expand
into other regions that have high coffee and juice consumption rates.

The Company has several small competitors in the Internet cafe market, and
many indirect competitors in the coffee market. However, none of these
competitors offer the high level of quality in their products as we do. Nor
do they offer the same services that we provide. The Company believes its
cafes will be distinguished from those of its competitors by Internet
Hollywood's exciting, high-energy environments, the active involvement of
hi-tech companies, extensive displays of unique memorabilia, high-quality,
great-tasting coffee and attentive service. The Company's competitors in
the coffee market include: Starbucks, Gloria Jean's Coffee and a number of
local competitors: Morgan's Coffee & Tea, Juice & Java, and Plumes. Our
Internet cafe competitors include local cafes: DJ Cafe and Bytes Cafe.

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Computer / Internet Market.

The second market consists of individuals who want convenient Internet and
computer services. Management believes Internet Hollywood to be the first
Internet cafe chain to combine entertainment with technology. Internet
Hollywood will attract many types of consumers including: tourists that
need to send an email to family back home, business people who want to
conduct a video-conference, students that need Internet access for
researching a term paper, senior citizens that want to take one of Internet
Hollywood's many computer classes, and people that just need a place to
socialize, meet new people and have a good cup of coffee. Internet
Hollywood cafe will provide customers with Internet and video-conferencing
service, along with gaming, music and video entertainment. We also plan to
offer technological trade shows sponsored by computer and software
manufacturers. Trade shows will allow companies to demonstrate their
products to our customers. Internet Hollywood cafe will have the ambiance
of a Hard Rock Cafe _ or Planet Hollywood _, except Internet Hollywood cafe
will have both a technological and entertainment theme. Each Internet
Hollywood cafe will house memorabilia that represents both technology
and entertainment.

The Company's competitors in the computer/Internet market include: local
Internet cafes: DJ Cafe and Bytes Cafe, local computer stores: PC People,
PCI Tech, and major computer stores: Office Depot, Circuit City and
Staples.

Retail Industry. Studies show that approximately 50% of consumers who
purchase on the Internet will only buy from online stores that also have a
"brick and mortar" store. Internet Hollywood will provide consumers with
this option. Customers will be able to visit our website,
InternetHollywood.com to buy many of the goods we sell at the cafe.

Our company will act as a conduit between hi-tech companies and consumers
and eventually sell a variety of electronics, computers and other goods.

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The chart below lists the sale items that will be sold at each Internet
Hollywood store (Profit percentages are based on one location. Net profits
will increase as we open multiple locations and buy supplies in larger
volume).

<TABLE>
<CAPTION>
DESCRIPTION INTERNET GROSS PROFIT COMPETITION GROSS PROFIT
HOLLYWOOD MARGIN PRICE MARGIN
PRICE
--------------- ---------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Coffee $ 1.00 50% $ 1.50 66%
Computer $ 500 20% $ 700 57%
Computer
Classes $ 25 50% $ 50 75%
Video-
conferencing $ 25 50% $ 35 64%
Internet Banner
Ads $ 500 50% $ 2,000 88%
Franchise Fee $ 100,000 20% $ 500,000 84%
Sublease to
Video/Music
Store $ 100 50% $ 100 50%
</TABLE>

Note: Because this Offering Circular focuses primarily on details
concerning the Company rather than the industry in which the Company
operates or will operate, potential investors may wish to conduct their own
separate investigation of the Company's industry to obtain broader insight
in assessing the Company's prospects.

(D) DESCRIBE SPECIFICALLY THE MARKETING STRATEGIES THE COMPANY IS EMPLOYING OR
WILL EMPLOY IN PENETRATING ITS MARKET OR IN DEVELOPING A NEW MARKET. SET
FORTH IN RESPONSE TO QUESTION 4 BELOW THE TIMING AND SIZE OF THE RESULTS OF
THIS EFFORT, WHICH WILL BE NECESSARY IN ORDER FOR THE COMPANY TO BE
PROFITABLE. INDICATE HOW AND BY WHOM ITS PRODUCTS OR SERVICES ARE OR WILL
BE MARKETED (SUCH AS BY ADVERTISING, PERSONAL CONTACT BY SALES
REPRESENTATIVES, ETC.), HOW ITS MARKETING STRUCTURE OPERATES OR WILL
OPERATE AND THE BASIS OF ITS MARKETING APPROACH, INCLUDING ANY MARKET
STUDIES. NAME ANY CUSTOMERS THAT ACCOUNT FOR, OR BASED UPON EXISTING ORDERS
WILL ACCOUNT FOR, A MAJOR PORTION (20% OR MORE) OF THE COMPANY'S SALES.
DESCRIBE ANY MAJOR EXISTING SALES CONTRACTS.

The goals of the Company's marketing strategies are to enhance the
Company's position as an industry leader and to actively communicate this
position to the consumer. Some of the Company's strategies for marketing
include:

1. Hiring two full time sales professionals who have direct and frequent
contact with restaurants and cafes.
2. Developing incentive programs directed at franchisees.
3. Offering computer classes and trade-shows which are open to the
public.

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4. Sponsoring causes and events that fit the target demographic profiles
and provide for promotional opportunities.
5. Providing a comprehensive, easy-to-use web page
(www.internethollywood.com) that features free and paid services for
our customers (i.e. free email, paid web hosting, etc.), information
about our Company and products, Company merchandise, computer classes
and special events sponsored by the Company.

The Company's marketing strategy to attract new customers will include:
radio and print advertising, billboards and media coverage at our grand
openings, the visibility of its branded merchandise, Internet banner
advertising, contest and promotional campaigns, and through word-of-mouth
marketing.

The Company's marketing strategy will be a three-phase marketing and
advertising process:

PHASE ONE - INTRODUCTION TO THE MARKET. The first phase of the campaign,
which is scheduled to launch during mid-2000, focuses on introducing
Internet Hollywood and developing the customer base by the thousands
through a high-visibility advertising campaign conducted in targeted media
(particularly through radio and print advertising). The initial campaign
will offer new customers the opportunity to sample our Internet caf
services free for a limited time and to visit the website for a chance to
win great contest prizes.

PHASE TWO - ESTABLISH INTERNAL DISTRIBUTION CHANNEL. The second phase of
the campaign will be initiated after a large channel of communication with
the customer base has been established. Phase II leverages the efficient
distribution pipeline developed in Phase I by aggressively marketing our
services to all customers. The desired result of Phase II is to
simultaneously develop a significant profit center, while creating brand
loyalty. This phase of the campaign is implemented through Internet
communications, direct mail and radio and prints advertising.

PHASE THREE - PENETRATE REGIONAL MARKETS. External marketing operations are
conducted in Phase III by establishing regional sales offices in the
targeted major markets, and physically entering surrounding community
markets, with a sales organization comprised of Sales Managers and
independent sales personnel. This phase involves marketing and selling the
franchise plan to prospective franchisees in new markets. Management wants
to penetrate additional markets that will further increase brand
recognition and revenue.

(E) STATE THE BACKLOG OF WRITTEN FIRM ORDERS FOR PRODUCTS AND/OR SERVICES AS OF
A RECENT DATE (WITHIN THE LAST 90 DAYS) AND COMPARE IT WITH THE BACKLOG OF
A YEAR AGO FROM THAT DATE.

As of: 6/ 1 / 00 $ 0
As of: 6/ 1 / 99 $ 0

EXPLAIN THE REASON FOR SIGNIFICANT VARIATIONS BETWEEN THE TWO FIGURES, IF
ANY. INDICATE WHAT TYPES AND AMOUNTS OF ORDERS ARE INCLUDED IN THE BACKLOG
FIGURES. STATE THE SIZE OF TYPICAL ORDERS. IF THE COMPANY'S SALES ARE
SEASONAL OR CYCLICAL, EXPLAIN.

There is no variation in account receivable because we have had no sales,
as of this date. Current receivables comprise of $0 in sales.

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(f) STATE THE NUMBER OF THE COMPANY'S PRESENT EMPLOYEES AND THE NUMBER OF
EMPLOYEES IT ANTICIPATES IT WILL HAVE WITHIN THE NEXT 12 MONTHS. ALSO,
INDICATE THE NUMBER BY TYPE OF EMPLOYEE (I.E., CLERICAL, OPERATIONS,
ADMINISTRATIVE, ETC.) THE COMPANY WILL USE, WHETHER OR NOT ANY OF THEM ARE
SUBJECT TO COLLECTIVE BARGAINING AGREEMENTS, AND THE EXPIRATION DATE(S) OF
ANY COLLECTIVE BARGAINING AGREEMENT(S). IF THE COMPANY'S EMPLOYEES ARE ON
STRIKE, OR HAVE BEEN IN THE PAST THREE YEARS, OR ARE THREATENING TO STRIKE,
DESCRIBE THE DISPUTE. INDICATE ANY SUPPLEMENTAL BENEFITS OR INCENTIVE
ARRANGEMENTS THE COMPANY HAS OR WILL HAVE WITH ITS EMPLOYEES.

As of this date, the Company has not employed any employees. The Company's
employees will not be subject to collective bargaining agreements. The
following chart represents the current and projected number of employees
within the next 12 months. Later, the Company plans to offer stock option
and stock incentive plans to its employees.

TYPE OF PROJECTED 2000 PROJECTED 2000
EMPLOYEE CURRENT (WITH CAPITAL) (WITHOUT CAPITAL)
--------------- ------- --------------- -----------------
Clerical 0 3 0
Operations 0 10 0
Sales 0 12 1
Management 3 5 3
TOTAL EMPLOYEES 3 30 4

(g) DESCRIBE GENERALLY THE PRINCIPAL PROPERTIES (SUCH AS REAL ESTATE, PLANT AND
EQUIPMENT, PATENTS, ETC.) THAT THE COMPANY OWNS, INDICATING ALSO WHAT
PROPERTIES IT LEASES AND A SUMMARY OF THE TERMS UNDER THOSE LEASES,
INCLUDING THE AMOUNT OF PAYMENTS, EXPIRATION DATES AND THE TERMS OF ANY
RENEWAL OPTIONS. INDICATE WHAT PROPERTIES THE COMPANY INTENDS TO ACQUIRE IN
THE IMMEDIATE FUTURE, THE COST OF SUCH ACQUISITIONS AND THE SOURCES OF
FINANCING IT EXPECTS TO USE IN OBTAINING THESE PROPERTIES, WHETHER BY
PURCHASE, LEASE OR OTHERWISE.

The Company has an agreement to purchase an established Internet cafe in
Carmel, California once substantial funding is received. The Company
proposes to open another company-owned location by Spring 2001 and
franchise at least one location by mid 2001. Leased retail space will range
between $1000-$2500 per month.

(h) INDICATE THE EXTENT TO WHICH THE COMPANY'S OPERATIONS DEPEND OR ARE
EXPECTED TO DEPEND UPON PATENTS, COPYRIGHTS, TRADE SECRETS, KNOW-HOW OR
OTHER PROPRIETARY INFORMATION AND THE STEPS UNDERTAKEN TO SECURE AND
PROTECT THIS INTELLECTUAL PROPERTY, INCLUDING ANY USE OF CONFIDENTIALITY
AGREEMENTS, COVENANTS-NOT-TO-COMPETE AND THE LIKE. SUMMARIZE THE PRINCIPAL
TERMS AND EXPIRATION DATES OF ANY SIGNIFICANT LICENSE AGREEMENTS. INDICATE
THE AMOUNTS EXPENDED BY THE COMPANY FOR RESEARCH AND DEVELOPMENT DURING THE
LAST FISCAL YEAR, THE AMOUNT EXPECTED TO BE SPENT THIS YEAR AND WHAT
PERCENTAGE OF REVENUES RESEARCH AND DEVELOPMENT EXPENDITURES WERE FOR THE
LAST FISCAL YEAR.

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The Company owns all of its product names and has filed applications to
register those names that are protectable in the United States Patent and
Trademark Office. In addition, where appropriate, the Company intends to
obtain copyright protection for its advertising, collateral marketing
materials and artwork.

The Company relies upon a combination of contractual agreements, trademark
and trade secret laws to protect its proprietary rights to its processes,
systems and products. Internet Hollywood will distribute its product under
agreements that grant its franchisees a license to use the Company's
services, and to participate in its business activities. The Company
licenses its brands and trademarks to its franchisees. A typical license
agreement grants the licensee the right to use on a non-exclusive basis and
to sublicense certain intellectual property rights of the Company,
including the Company's brand names, logos, trademarks, and service marks.
These intellectual property rights may be used only in connection with the
operation and promotion of a cafe, and the sale of branded merchandise, at
a specified location. The agreement remains in effect for the term of the
underlying franchise agreement. As franchisees are not privy to any of its
proprietary information, the Company believes that the terms of said
Agreements will be sufficient to protect its trade secrets during the
franchise agreement period, and thereafter. In addition, Internet Hollywood
attempts to protect its trade secrets through agreements with employees and
consultants. Each employee of its corporate and regional management teams
is bound by rigorous non-disclosure, non-compete and employee/consultant
invention agreements. These agreements provide for substantial penalties,
including rescission of all stock and stock options received during
employment or engagement, in the event of breach.

The rapid acceleration of technology and business innovation, combined with
the Company's relative financial disparity to larger potential competitors,
makes it particularly vulnerable to similar market entries. Although
Internet Hollywood intends to protect its rights vigorously, it does not
believe that current trademark and trade secret laws are a significant
source of protection for its proprietary rights. Management believes that
factors such as the management and technological skills of its personnel
are more important in establishing and maintaining a leadership position
within the industry, than are the various legal protections of its
proprietary rights.

Should the Company change its name, file bankruptcy or face other financial
insolvencies, Ms. Sheryl Moulton will receive full title and possession of
the 1999 pending trademark, "Internet Hollywood." This agreement was made
between Internet Hollywood and Ms. Sheryl Moulton on March 4, 2000. In
consideration, Internet Hollywood has received 2,000,000 shares of Internet
Hollywood common stock from Ms. Sheryl Moulton. The Company will use the
2,000,000 shares for this Offering and for officer, franchisee and employee
stock options.

The Company did not engage in research and development operations during
the last fiscal year, and does not anticipate engaging in these activities
during the 2000 fiscal year.

(i) IF THE COMPANY'S BUSINESS, PRODUCTS, OR PROPERTIES ARE SUBJECT TO MATERIAL
REGULATION (INCLUDING ENVIRONMENTAL REGULATION) BY FEDERAL, STATE, OR LOCAL
GOVERNMENTAL AGENCIES, INDICATE THE NATURE AND EXTENT OF REGULATION AND ITS
EFFECTS OR POTENTIAL EFFECTS UPON THE COMPANY.

The Company's business, services, products and properties are subject to
material regulation by federal, state or local agencies. The Company must
comply with extensive laws and regulations regarding such matters as state
and regulatory approval and licensing requirements, trade practices,
advertising, promotion and marketing practices, and relationships with
distributors and related matters. Failure on the part of the Company to
comply with federal, state or local regulations could result in the loss or
revocation or suspension of the Company's licenses, permits or approvals
and accordingly could have a material adverse effect on the Company's
business.

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(j) STATE THE NAMES OF ANY SUBSIDIARIES OF THE COMPANY, THEIR BUSINESS PURPOSES
AND OWNERSHIP, AND INDICATE WHICH ARE INCLUDED IN THE FINANCIAL STATEMENTS
ATTACHED HERETO. IF NOT INCLUDED, OR IF INCLUDED BUT NOT CONSOLIDATED,
PLEASE EXPLAIN.

The Company has no subsidiaries.

(k) SUMMARIZE THE MATERIAL EVENTS IN THE DEVELOPMENT OF THE COMPANY (INCLUDING
ANY MATERIAL MERGERS OR ACQUISITIONS) DURING THE PAST FIVE YEARS, OR FOR
WHATEVER LESSER PERIOD THE COMPANY HAS BEEN IN EXISTENCE. DISCUSS ANY
PENDING OR ANTICIPATED MERGERS, ACQUISITIONS, SPIN-OFFS OR
RECAPITALIZATIONS. IF THE COMPANY HAS RECENTLY UNDERGONE A STOCK SPLIT,
STOCK DIVIDEND OR RECAPITALIZATION IN ANTICIPATION OF THIS OFFERING,
DESCRIBE (AND ADJUST HISTORICAL PER SHARE FIGURES ELSEWHERE IN THIS
OFFERING CIRCULAR ACCORDINGLY).

Internet Hollywood, Inc. was organized as a corporation under the laws of
the state of California on June 14, 1999. The Company has not been a party
to any merger or acquisition during the last five years.

In anticipation of this Offering, The Board of Directors of the Company
approved a 15:1 stock split (fifteen new shares for every one old share)
effective March 4, 2000. There are now 3,000,000 total company shares.

On November 11, 1999, December 4, 1999, March 3, 2000, August 1, 2000,
Sheryl Moulton bought back 17,900 shares (calculated on a pre-split basis)
for $1655 with her personal funds from four of its officers due to a
difference of opinion on the direction, long-range planning and management
philosophy of the Company. The average price per share was Nine Cents
(.0924) per share (calculated on a pre-split basis).

On March 4, 2000 Sheryl Moulton entered into an agreement with Internet
Hollywood to purchase 2,000,000 shares of Internet Hollywood stock. In
exchange, Ms. Moulton will receive full title and possession of the 1999
pending trademark "Internet Hollywood" in the event the Company changes its
name, files bankruptcy or faces any other financial insolvency. This
transaction allowed the Company to purchase 2,000,000 shares which will be
available for the Offering and for officer, franchisee and employee stock
options.

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4.(a)IF THE COMPANY WAS NOT PROFITABLE DURING ITS LAST FISCAL YEAR, LIST BELOW
IN CHRONOLOGICAL ORDER THE EVENTS WHICH IN MANAGEMENT'S OPINION MUST OR
SHOULD OCCUR OR THE MILESTONES WHICH IN MANAGEMENT'S OPINION THE COMPANY
MUST OR SHOULD REACH IN ORDER FOR THE COMPANY TO BECOME PROFITABLE, AND
INDICATE THE EXPECTED MANNER OF OCCURRENCE OR THE EXPECTED METHOD BY WHICH
THE COMPANY WILL ACHIEVE THE MILESTONES.

The Company has been unprofitable since 1999 and sustained a minimal $3,096
operating loss in the last fiscal year due to operational costs associated
with legal fees and other general operating costs. The Company had no sales
up to the time of the filing of this Offering.

<TABLE>
<CAPTION>
EVENT OR MILESTONE EXPECTED MANNER OF DATE, OR NUMBER OF
OCCURRENCE OR METHOD OF MONTHS AFTER RECEIPT OF
ACHIEVEMENT PROCEEDS, WHEN SHOULD BE
ACCOMPLISHED
----------------------------------------- ------------------------------ --------------------------
<S> <C> <C>
(1) Purchase Acquire and train adequate Concurrent with receipt of
DakotaCoffeehouse.com,an management and staffing. proceeds.
established Internet cafe in Develop website.
Carmel, California. Hire and
train: Management team,
and employees. Hire
Webmaster.

(2) Further develop website. Final website design Days 1 through 89
Sell advertising space to completed. Develop
companies and develop advertising campaign
strategic alliances.

(3) Direct sales team to Several strategic alliances Day 90
develop alliances with hi-tech are negotiated. First trade-
companies to participate in show is offered to the public.
our trade-show events. Revenues generated from
ontinue aggressive sales of sales of webpage ad space.
webpage ad space.

(4) Launch high-visibility Create mass awareness of Day 91
advertising and public Internet Hollywood in
relations campaigns in Internet cafe industry using
targeted media. mass media (trade
magazines, newspaper,
Internet). Increase customer
base in Silicon Valley to
critical mass.

(5) Open two Internet Sales team approach Days 91 through 360
Hollywood franchises in independent coffeehouses to
Hollywood and San Francisco franchise with Internet
and two out-of-state Hollywood.
company-owned stores.
</TABLE>

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(b) State the probable consequences to the Company of delays in achieving each
of the events or milestones within the above time schedule, and
particularly the effect of any delays upon the Company's liquidity in view
of the Company's then anticipated level of operating costs. (See Question
Nos. 11 and 12)

<TABLE>
<CAPTION>
EVENT OR MILESTONE PROBABLE CONSEQUENCES OF EFFECT OF ANY DELAYS UPON
DELAY IN ACHIEVING EVENT THE COMPANY'S LIQUIDITY IN
WITHIN SCHEDULE VIEW OF THEN ANTICIPATED
LEVEL OF OPERATING COSTS
------------------------------ ------------------------------ --------------------------------
<S> <C> <C>
(1) Purchase Offering does not provide The delay in opening the cafe
DakotaCoffeehouse.com, an significant funding to open could have a potential
established Internet cafe in our first cafe. Unable to hire negative material effect on
Carmel, California. Hire and adequate management and shareholder value and
train: Management team, staffing. Delays in website liquidity. The inability to hire
and employees. Hire development. adequate staff could
Webmaster. significantly create delays in
operations. Delays in website
development could result in
the inability to meet revenue
projections.
(2) Further develop website. Website design has not been Delay in the completion of
Sell advertising space to completed. Minimal sales of the website and the inability
companies and develop advertising space. No to meet sales goals could
strategic alliances. strategic alliances result in the inability to meet
established. revenue projections and
could create a potential
negative material effect on
shareholder value and
liquidity.
(3) Direct sales team to No strategic alliances Delays in developing alliances
develop alliances with hi-tech established. Minimal webpage should have little or no
companies to participate in ad sales. negative impact on current
our trade-show events. operations or shareholder
Continue aggressive sales of value and liquidity.
webpage ad space.
(4) Launch high-visibility Advertising launch delayed. Delays in an advertising
advertising and public launch may have material
relations campaigns in impact on sales revenues,
targeted media. causing potential loss of
optimum market window and
thereby, creating a
potentially negative material
effect on shareholder value
and equity.
(5) Open two Internet Sales team unable to Delays in establishing
Hollywood franchises in negotiate franchise contracts franchised cafes may cause
Hollywood and San Francisco with independent potential loss of optimum
and two out-of-state coffeehouses. market window, creating
Company-owned stores. potential negative material
effect on shareholder value
and liquidity.
</TABLE>

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Note: After reviewing the nature and timing of each event or milestone,
potential investors should reflect upon whether achievement of each within
the estimated time frame is realistic and should assess the consequences of
delays or failure of achievement in making an investment decision.

OFFERING PRICE FACTORS

5. WHAT WERE NET, AFTER-TAX EARNINGS FOR THE LAST FISCAL YEAR? (IF LOSSES,
SHOW IN PARENTHESIS.)

The after-tax earnings loss in 1999 was ($3,096).

6 IF THE COMPANY HAD PROFITS, SHOW OFFERING PRICE AS A MULTIPLE OF EARNINGS.
ADJUST TO REFLECT FOR ANY STOCK SPLITS OR RECAPITALIZATIONS, AND USE
CONVERSION OR EXERCISE PRICE IN LIEU OF OFFERING PRICE, IF APPLICABLE.

Not applicable.

7.(a)WHAT IS THE NET TANGIBLE BOOK VALUE OF THE COMPANY? (IF DEFICIT, SHOW IN
PARENTHESIS.) FOR THIS PURPOSE, NET TANGIBLE BOOK VALUE MEANS TOTAL ASSETS
(EXCLUSIVE OF COPYRIGHTS, PATENTS, GOODWILL, RESEARCH AND DEVELOPMENT COSTS
AND SIMILAR INTANGIBLE ITEMS) MINUS TOTAL LIABILITIES.

The net tangible book value of the Company was $2,449 on December 31, 1999.

IF THE NET TANGIBLE BOOK VALUE PER SHARE IS SUBSTANTIALLY LESS THAN THIS
OFFERING (OR EXERCISE OR CONVERSION) PRICE PER SHARE, EXPLAIN THE REASONS
FOR THE VARIATION.

Internet Hollywood is in development stage. Proceeds of the Offering will
be used for expansion, business development, marketing and general business
purposes.

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(b) STATE THE DATES ON WHICH THE COMPANY SOLD OR OTHERWISE ISSUED SECURITIES
DURING THE LAST 12 MONTHS, THE AMOUNT OF SUCH SECURITIES SOLD, THE NUMBER
OF PERSONS TO WHOM THEY WERE SOLD, ANY RELATIONSHIP OF SUCH PERSONS TO THE
COMPANY AT THE TIME OF SALE, THE PRICE AT WHICH THEY WERE SOLD AND, IF NOT
SOLD FOR CASH, A CONCISE DESCRIPTION OF THE CONSIDERATION. (EXCLUDE BANK
DEBT.)

Between June 14, 1999 and October 5, 1999 he Company issued two hundred
thousand 200,000 shares to five members of the Company, three of whom are
also officers of the Company in lieu of cash compensation.

<TABLE>
<CAPTION>
(Totals prior to 15:1 March 4, 2000 Stock Split)
DATE SHAREHOLDER NUMBER OF CONSIDERATION RELATIONSHIP
NAME SHARES
(COMMON
STOCK)
<S> <C> <C> <C> <C>
6/14/99 Sheryl Moulton 182,000 Stock given in CFO / Director
(partially vested) lieu of cash
compensation.
6/14/99 Patrick Hennessy 6,000 Stock given in Director
(partially vested) lieu of cash
compensation.
7/15/99 Daniel Yoshizato 4,000 Stock given in Independent
lieu of cash Business
compensation. Consultant
10/5/99 Donaven Newby 4,000 Stock given in Independent
lieu of cash Business
compensation. Consultant
10/6/99 Keith Hennessy 4,000 Stock given in Independent
lieu of cash Business
compensation. Consultant

(Totals after 15:1 March 4, 2000 Stock Split)
DATE SHAREHOLDER NUMBER OF CONSIDERATION RELATIONSHIP
NAME SHARES
(COMMON STOCK)
7/14/99 Dean McAthie 333,333 Stock given in CEO / Director
(unvested) lieu of cash
compensation.
</TABLE>

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8.(a)WHAT PERCENTAGE OF THE OUTSTANDING SHARES OF THE COMPANY WILL THE
INVESTORS IN THIS OFFERING HAVE? (ASSUME EXERCISE OF OUTSTANDING OPTIONS,
WARRANTS OR RIGHTS AND CONVERSION OF CONVERTIBLE SECURITIES, IF THE
RESPECTIVE EXERCISE OR CONVERSION PRICES ARE AT OR LESS THAN THE OFFERING
PRICE. ALSO ASSUME EXERCISE OF ANY OPTIONS, WARRANTS OR RIGHTS AND
CONVERSIONS OF ANY CONVERTIBLE SECURITIES OFFERED IN THIS OFFERING.)

Totals after 15:1 Stock Split
----------------------------------
Total Shares in Company 3,000,000
Total Shares of Company Officers (1,000,000)
--------------------------------------------------------------
Total Shares outstanding prior to Offering: 2,000,000
Total Shares available for options (1,000,000)
--------------------------------------------------------------
Total Shares available in this Offering 1,000,000

If the maximum is sold: 33.33%
If the minimum is sold: 3.33%

(b) WHAT POST-OFFERING VALUE IS MANAGEMENT IMPLICITLY ATTRIBUTING TO THE ENTIRE
COMPANY BY ESTABLISHING THE PRICE PER SECURITY SET FORTH ON THE COVER PAGE
(OR EXERCISE OR CONVERSION PRICE IF COMMON STOCK IS NOT OFFERED)? (TOTAL
OUTSTANDING SHARES AFTER OFFERING TIMES OFFERING PRICE, OR EXERCISE OR
CONVERSION PRICE IF COMMON STOCK IS NOT OFFERED.)

If maximum is sold: $ 15,000,000
If minimum is sold: $ 500,000

(For above purposes, assume outstanding options are exercised in
determining "shares" if the exercise prices are at or less than the
Offering price. All convertible securities, including outstanding
convertible securities, shall be assumed converted and any options,
warrants or rights in this Offering shall be assumed exercised.)

*These values assume that the Company's capital structure would be changed
to reflect any conversions of outstanding convertible securities and any
use of outstanding securities as payment in the exercise of outstanding
options, warrants or rights included in the calculation. The type and
amount of convertible or other securities thus eliminated would be: Options
securities.

These values also assume an increase in cash in the Company by the amount
of any cash payments that would be made upon cash exercise of options,
warrants or rights included in the calculations. The amount of such cash
would be: $50,000 (minimum)

Note: After reviewing the above, potential investors should consider
whether or not the Offering price (or exercise or conversion price, if
applicable) for the securities is appropriate at the present stage of the
Company's development.

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USE OF PROCEEDS

9.(a) The following table sets forth the use of the proceeds from this Offering:

The expenses directly relating to this Offering are estimated to be $10,000
(for SEC and state filing fees, attorney and accounting fees). The Company
has allotted up to fifteen- percent commission to the broker (and will
assume that up to fifty percent of the Offering stock will be sold through
a broker). Thus the net proceeds to the Company will be $4,640,000 if the
maximum proceeds are received.

The Company intends to utilize the net proceeds of the Offering as a
reserve allocable to operations, management and employee compensation, for
new and existing personnel; to enhance its market presence through the
development of marketing collateral and the implementation of wide-scale
institutional advertising campaigns; and to enhance its basic property and
equipment infrastructure, in the acquisition of new computer hardware and
software utilized in the operation of the Company's business and in
InternetHollywood.com. The following two tables show our usage of proceeds
as a function of the percentage of proceeds received from the maximum of
100% to the minimum of 10%.

<TABLE>
<CAPTION>
1,000,000SHARES SOLD 500,000 SHARES 100,000 SHARES SOLD
SOLD
100% OF THOSE 50% OF THOSE 10% OF THOSE
OFFERED OFFERED OFFERED
<S> <C> <C> <C>
TOTAL RECEIPTS $ 5,000,000 $ 2,500,000 $ 500,000
LESS OFFERING
EXPENSES:
Commissions, Finders $ 250,000 $ 125,000 $ 12,500
Fees 5.00% 5.00% 2.50%
Copying, Advertising $ 100,000 $ 50,000 $ 5,000
2.00% 2.00% 1.00%
Legal, Accounting $ 10,000 $ 10,000 $ 10,000
0.20% 0.40% 2.00%
Total Offering Expense $ 360,000 $ 185,000 $ 27,500
7.20% 7.40% 5.50%
NET PROCEEDS FROM $ 4,640,000 $ 2,315,000 $ 472,500
OFFERING 92.80% 92.60% 94.50%

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USE OF NET PROCEEDS: 1,000,000 SHARES 500,000 SHARES 100,000 SHARES SOLD
SOLD SOLD
100% OF THOSE 50% OF THOSE 10% OF THOSE
OFFERED OFFERED OFFERED
Fixed Assets $ 2,000,000 $ 1,000,000 $ 200,000
40.00% 40.00% 40.00%
Working Capital $ 1,200,000 $ 600,000 $ 120,000
24.00% 24.00% 24.00%
Salaries, Benefits $ 1,440,000 $ 715,000 $ 125,000
28.80% 28.60% 25.00%
TOTAL USE OF NET $ 4,640,000 $ 2,315,000 $ 445,000
PROCEEDS 92.80% 92.60% 89.00%
</TABLE>

(b) If there is no minimum amount of proceeds that must be raised before the
Company may use the proceeds of the Offering, describe the order of
priority in which the proceeds set forth above in the column "If Maximum
Sold" will be used.

1. Fixed Assets $2,000,000

2. Working Capital $1,200,000

3. Commissions, Finders Fees $ 250,000

4. Salaries, Benefits $1,440,000

5. Copying & Advertising $ 100,000

Note: After reviewing the portion of the Offering allocated to the payment
of Offering expenses, and to the immediate payment to management and
promoters of any fees, reimbursements, past salaries or similar payments, a
potential investor should consider whether the remaining portion of his
investment, which would be that part available for future development of
the Company's business and operations, would be adequate.

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10.(a) IF MATERIAL AMOUNTS OF FUNDS FROM SOURCES OTHER THAN THIS OFFERING ARE TO
BE USED IN CONJUNCTION WITH THE PROCEEDS FROM THIS OFFERING, STATE THE
AMOUNTS AND SOURCES OF SUCH OTHER FUNDS, AND WHETHER FUNDS ARE FIRM OR
CONTINGENT. IF CONTINGENT, EXPLAIN.

If the minimum number of shares is sold, the Company currently plans to
obtain approximately $100,000 in financing from a Small Business
Administration (SBA) loan to help fund the purchase of an existing caf
business. If the maximum number of shares is sold, the Company should have
enough funding resources for one year to open and maintain several Internet
cafes.

(b) IF ANY MATERIAL PART OF THE PROCEEDS IS TO BE USED TO DISCHARGE
INDEBTEDNESS, DESCRIBE THE TERMS OF SUCH INDEBTEDNESS, INCLUDING INTEREST
RATES. IF THE INDEBTEDNESS TO BE DISCHARGED WAS INCURRED WITHIN THE CURRENT
OR PREVIOUS FISCAL YEAR, DESCRIBE THE USE OF THE PROCEEDS OF SUCH
INDEBTEDNESS.

No amount of the proceeds will be used to discharge indebtedness. As of
August 8, 2000, the Company is debt-free. Sheryl Moulton has paid all
company bills from inception through September 6, 2000; in consideration
she has received company stock.

(c) IF ANY MATERIAL AMOUNT OF THE PROCEEDS IS TO BE USED TO ACQUIRE ASSETS,
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, BRIEFLY DESCRIBE AND STATE
THE COST OF THE ASSETS AND OTHER MATERIAL TERMS OF THE ACQUISITIONS. IF THE
ASSETS ARE TO BE ACQUIRED FROM OFFICERS, DIRECTORS, EMPLOYEES OR PRINCIPAL
STOCKHOLDERS OF THE COMPANY OR THEIR ASSOCIATES, GIVE THE NAMES OF THE
PERSONS FROM WHOM THE ASSETS ARE TO BE ACQUIRED AND SET FORTH THE COST TO
THE COMPANY, THE METHOD FOLLOWED IN DETERMINING THE COST, AND ANY PROFIT TO
SUCH PERSONS.

It will cost between $30,000-$200,000 to purchase an existing cafe
business. If the Company does not receive the maximum amount of proceeds
from the Offering, the Company might be required to obtain additional
funding through a Small Business Administration (SBA) loan or other
lines of credit.

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(d) IF ANY AMOUNT OF THE PROCEEDS IS TO BE USED TO REIMBURSE ANY OFFICER,
DIRECTOR, EMPLOYEE OR STOCKHOLDER FOR SERVICES ALREADY RENDERED, ASSETS
PREVIOUSLY TRANSFERRED, OR MONIES LOANED OR ADVANCED, OR OTHERWISE,
EXPLAIN:

See Section 10(b).

11. INDICATE WHETHER THE COMPANY IS HAVING OR ANTICIPATES HAVING WITHIN THE
NEXT 12 MONTHS ANY CASH FLOW OR LIQUIDITY PROBLEMS AND WHETHER OR NOT IT IS
IN DEFAULT OR IN BREACH OF ANY NOTE, LOAN, LEASE OR OTHER INDEBTEDNESS OR
FINANCING ARRANGEMENT REQUIRING THE COMPANY TO MAKE PAYMENTS. INDICATE IF A
SIGNIFICANT AMOUNT OF THE COMPANY'S TRADE PAYABLES HAVE NOT BEEN PAID
WITHIN THE STATED TRADE TERM. STATE WHETHER THE COMPANY IS SUBJECT TO ANY
UNSATISFIED JUDGMENTS, LIENS OR SETTLEMENT OBLIGATIONS AND THE AMOUNTS
THEREOF. INDICATE THE COMPANY'S PLANS TO RESOLVE ANY SUCH PROBLEMS.

There is a high possibility the Company may have cash flow problems within
the next twelve months if the minimum amount of funding is raised (less
than $500,000). The Company is not in default or breach of any note, loan,
lease or other indebtedness or financing arrangement requiring the Company
to make payments. The Company does not believe that it is subject to any
unsatisfactory judgments, liens or settlement obligations.

12. INDICATE WHETHER PROCEEDS FROM THIS OFFERING WILL SATISFY THE COMPANY'S
CASH REQUIREMENTS FOR THE NEXT 12 MONTHS, AND WHETHER IT WILL BE NECESSARY
TO RAISE ADDITIONAL FUNDS. STATE THE SOURCE OF ADDITIONAL FUNDS, IF KNOWN.

Management believes that the proceeds of this Offering will be sufficient
to satisfy its cash requirements for the next 12 months, and that no
additional funds will be required by operations.

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CAPITALIZATION

13. INDICATE THE CAPITALIZATION OF THE COMPANY AS OF THE MOST RECENT BALANCE
SHEET DATE (ADJUSTED TO REFLECT ANY SUBSEQUENT STOCK SPLITS, STOCK
DIVIDENDS, RECAPITALIZATIONS OR REFINANCINGS) AND AS ADJUSTED TO REFLECT
THE SALE OF THE MINIMUM AND MAXIMUM AMOUNT OF SECURITIES IN THIS OFFERING
AND THE USE OF THE NET PROCEEDS THEREFROM:

<TABLE>
<CAPTION>
DECEMBER 31, 1999 (AS ACTUAL MINIMUM IF 0 MAXIMUM IF
ADJUSTED) SHARES ($0) SOLD 1,000,000 SHARES
($5,000,000)
SOLD
--------------------------- -------- ----------------- ----------------
<S> <C> <C> <C>
Debt:
Short-Term debt $ 0 $ 0 $ 0
(average interest rate 10%)
Long-Term debt $ 0 $ 100,000* $ 0
(average interest rate 10%)
Total Debt $ 0 $ 100,000* $ 0
STOCKHOLDERS EQUITY
(DEFICIT):
Preferred stock $ 0 $ 0 $ 0
Common stock--par or $ 5,545 $ 5,545 $ 5,545
stated value
Additional paid in capital $ 0 $ 0 $ 0
Retained earnings (deficit) $(3,096) $ (3,096) $ (3,096)

Total stockholders equity $ 2,449 $ 2,449 $ 5,002,449
(deficit)
Total Capitalization $ 2,449 $ 2,449 $ 5,002,449
</TABLE>

* If the minimum number of shares is sold, the Company currently plans to obtain
approximately $100,000 in financing from a Small Business Administration (SBA)
loan to help fund the purchase of an existing cafe business. The Company will
not obtain an SBA loan in the immediate future, should the maximum number of
shares be sold.

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DESCRIPTION OF SECURITIES

14. The securities being offered hereby are:

[x] Common Stock
[ ] Preferred or Preference Stock
[ ] Notes or Debentures
[ ] Units of two or more types of securities, composed of:
[ ] Other:

15. These securities have:

Yes No
[x] [ ] Cumulative voting rights
[ ] [x] Other special voting rights
[ ] [x] Preemptive rights to purchase in new issues of shares
[ ] [x] Preference as to dividends or interest
[ ] [x] Preference upon liquidation
[ ] [x] Other special rights or preferences (specify):

16. Are the securities convertible? [ ] Yes [x] No

17.(a) If securities are notes or other types of debt securities:

Not applicable.

(b) If notes or other types of debt securities are being offered and the
Company had earnings during its last fiscal year, show the ratio of
earnings to fixed charges on an actual and pro forma basis for that fiscal
year. "Earnings" means pretax income from continuing operations plus fixed
charges and capitalized interest. "Fixed charges" means interest (including
capitalized interest), amortization of debt discount, premium and expense,
preferred stock dividend requirements of majority owned subsidiary, and
such portion of rental expense as can be demonstrated to be representative
of the interest factor in the particular case. The pro forma ratio of
earnings to fixed charges should include incremental interest expense as a
result of the Offering of the notes or other debt securities.

Not applicable.

Note: Care should be exercised in interpreting the significance of the
ratio of earnings to fixed charges as a measure of the "coverage" of debt
service, as the existence of earnings does not necessarily mean that the
Company's liquidity at any given time will permit payment of debt service
requirements to be timely made. See Question Nos. 11 and 12. See also the
Financial Statements and especially the Statement of Cash Flows.

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18. IF SECURITIES ARE PREFERENCE OR PREFERRED STOCK:

ARE UNPAID DIVIDENDS CUMULATIVE? [ ] Yes [ ] No
ARE SECURITIES CALLABLE? [ ] Yes [ ] No

Not applicable.

Note: Attach to this Offering Circular copies or a summary of the charter,
bylaw or contractual provision or document that gives rise to the rights of
holders of Preferred or Preference Stock, notes or other securities being
offered.

19. IF SECURITIES ARE CAPITAL STOCK OF ANY TYPE, INDICATE RESTRICTIONS ON
DIVIDENDS UNDER LOAN OR OTHER FINANCING ARRANGEMENTS OR OTHERWISE:

There are no restrictions on dividends under any loan or other financing
arrangements at the time of the Offering described in this Offering
Circular.

20. CURRENT AMOUNT OF ASSETS AVAILABLE FOR PAYMENT OF DIVIDENDS (IF DEFICIT
MUST BE FIRST MADE UP, SHOW DEFICIT IN PARENTHESIS):

No assets are available for payment of dividends at this time.

PLAN OF DISTRIBUTION

21. THE SELLING AGENTS (THAT IS, THE PERSONS SELLING THE SECURITIES AS AGENT
FOR THE COMPANY FOR A COMMISSION OR OTHER COMPENSATION) IN THIS OFFERING
ARE:

The Company proposes to have selling agents. Dean McAthie, Sheryl Moulton
and certain other individuals are designated as selling agents.

22. DESCRIBE ANY COMPENSATION TO SELLING AGENTS OR FINDERS, INCLUDING CASH,
SECURITIES, CONTRACTS OR OTHER CONSIDERATION, IN ADDITION TO THE CASH
COMMISSION SET FORTH AS A PERCENT OF THE OFFERING PRICE ON THE COVER PAGE
OF THIS OFFERING CIRCULAR. ALSO INDICATE WHETHER THE COMPANY WILL INDEMNIFY
THE SELLING AGENTS OR FINDERS AGAINST LIABILITIES UNDER THE SECURITIES
LAWS. ("FINDERS" ARE PERSONS WHO FOR COMPENSATION ACT AS INTERMEDIARIES IN
OBTAINING SELLING AGENTS OR OTHERWISE MAKING INTRODUCTIONS IN FURTHERANCE
OF THIS OFFERING.)

While the Company believes that it will sell a significant portion of the
shares without commission, the Company intends to allocate a cash sum of up
to fifteen percent, (15%) of the sum of the proceeds of the Offering, if
any, to such firms and/or individuals as it may engage as selling agents.
The Company also reserves the right to allocate additional sums in cash or
common stock, to said selling agents, if any, as non-accountable expenses
allowances and incentives.

The Company indemnifies the selling agents against liabilities under the
securities laws.

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23. DESCRIBE ANY MATERIAL RELATIONSHIPS BETWEEN ANY OF THE SELLING AGENTS OR
FINDERS AND THE COMPANY OR ITS MANAGEMENT.

Dean McAthie, Sheryl Moulton and certain other individuals are designated
as selling agents. No compensation will be paid to such persons, however,
if such persons have expenses incurred by them related to this Offering,
those expenses will be reimbursed by the Company.

Note: After reviewing the amount of compensation to the selling agents or
finders for selling the securities, and the nature of any relationship
between the selling agents or finders and the Company, a potential investor
should assess the extent to which it may be inappropriate to rely upon any
recommendation by the selling agents or finders to buy the securities.

24. IF THIS OFFERING IS NOT BEING MADE THROUGH SELLING AGENTS, THE NAMES OF
PERSONS AT THE COMPANY THROUGH WHICH THIS OFFERING IS BEING MADE:

Dean McAthie, Sheryl Moulton and certain other individuals as designated.
No compensation will be paid to such persons, however, if such persons have
expenses incurred by them related to this Offering, those expenses will be
reimbursed by the Company.

25. IF THIS OFFERING IS LIMITED TO A SPECIAL GROUP, SUCH AS EMPLOYEES OF THE
COMPANY, OR IS LIMITED TO A CERTAIN NUMBER OF INDIVIDUALS (AS REQUIRED TO
QUALIFY UNDER SUBCHAPTER S OF THE INTERNAL REVENUE CODE) OR IS SUBJECT TO
ANY OTHER LIMITATIONS, DESCRIBE THE LIMITATIONS AND ANY RESTRICTIONS ON
RESALE THAT APPLY:

Pursuant to Rule 144, certain Officers and Directors who own greater than
ten percent (10%) of the Company, may have resale restrictions on the
shares.

The Offering will limit the sale of securities in California, pursuant to
"Small Business Issuer" Rules 260.001 (i) and 260.140.01 (e). Sale and
resale of securities must act in compliance with state and federal laws.

Will the certificates bear a legend notifying holders of such restrictions?

[ ] Yes [x] No

26(a)NAME, ADDRESS AND TELEPHONE NUMBER OF INDEPENDENT BANK OR SAVINGS AND LOAN
ASSOCIATION OR OTHER SIMILAR DEPOSITORY INSTITUTION ACTING AS AGENT IF
PROCEEDS ARE ESCROWED UNTIL MINIMUM PROCEEDS ARE RAISED:

Bank of America
Highway 1 and Rio Road
Carmel, California, 93922
(831) 622-2947

(b) DATE AT WHICH FUNDS WILL BE RETURNED BY ESCROW AGENT IF MINIMUM PROCEEDS
ARE NOT RAISED:

September 6, 2001.

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Will interest on proceeds during escrow period be paid to investors?

No.

27. Explain the nature of any resale restrictions on presently outstanding
shares, and when those restrictions will terminate, if this can be
determined:

Except for certain Officers and Directors who own greater than ten percent
(10%) of the Company, there are no resale restrictions on the shares.

The Company is currently considering establishing a passive "bulletin
board" service on the Company's Internet Home Page to help provide a
mechanism for potential buyers and seller to contact each other without the
necessity of the involvement of broker-dealer. No assurance can be given
that such service will be established or that any trading market will
exist. Furthermore, any future resale may require compliance with exemption
provisions under some states' securities laws.

Note: Equity investors should be aware that unless the Company is able to
complete a further public Offering or the Company is able to be sold for
cash or merged with a public company that their investment in the Company
may be illiquid indefinitely.

DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS

28. If the Company has within the last five years paid dividends, made
distributions upon its stock or redeemed any securities, explain how much
and when:

None.

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OFFICERS AND KEY PERSONNEL OF THE COMPANY

29. Chief Executive Officer:

Title: Chief Executive Officer
Name: Dean McAthie
Age: 43
Office Street PO Box 223611
Address: Carmel, CA 93922
Telephone No: (831) 394-5579

Names of employers, titles and dates of positions held during past five
years with an indication of job responsibilities.

7/00 - Present CEO, Internet Hollywood, Inc.
Responsible for all operations.

12/99-Present CEO, Dakota Coffeehouse (DakotaCoffeehouse.com)
Responsible for all Internet cafe store operations.

8/98-99 Assistant General Manager, Gordon Biersch Restaurant
Recruited to manage a high volume restaurant, brewery and bar
With over $4.6 million in annual sales.
-Increased revenues 16% over previous year.
-150 employees on staff.
-Created annual budgets and worked on monthly P&L statements.
-Daily invoicing and coding.
-Achieved goals of 23.5% MOP. Maintained 27% food cost; 20% liquor cost;
26% wine cost; and 28% total labor.
-Developed supervisors to management-level and managed all work groups.
-Worked on implementing new menus, new uniforms, new POS system.
-Worked closely with sales manager on special events and promotions.

8/96 - 8/98 Food and Beverage Manager, Poppy Ridge Golf Course
Pre-opening and opening manager of new restaurant, bar and snack bar.
-Designed menu, hired kitchen and wait staff of forty employees.
-Purchased all equipment in kitchen, dining room and snack bar.
-Responsible for three outlets - snack bar, restaurant, and bar which
generated $1.5 million in revenue the first year of operation.
-Sold specialty banquets, wedding, corporate, and local / social events which
contributed greatly to the success of the operation.

8/94 - 6/96 Restaurant and Bar Manager, Monterey Plaza Hotel
Responsible for the Duck Club Restaurant and Lounge, special events,
concerts, weekly live music, and Holiday buffets.
-Increased sales in the restaurant by 20% from previous years.
-Set the highest sales record in the lounge in 14 years.
-Assisted in the conception and production of the successful "Concerts on
the Bay" series.
-Improved guest comment cards to 97% satisfaction rating.
</TABLE>

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Mr. McAthie has over fifteen years' experience in food and beverage
management, His experience includes (but is not limited to): Department
administration: payroll, inventory, employee scheduling, budgeting, reports
and accounting, advertising and promotion, budget control, menu planning,
wine selection, hiring, training, and supervision for up to 150 employees,
remodel and renovation and opening a brand new facility.

Mr. McAthie was recently appointed Chief Executive Officer of Internet
Hollywood. He currently operates a very successful Internet cafe, which
Internet Hollywood proposes to purchase upon funding. Mr. McAthie holds
degrees in Business and Communication and Hotel and Restaurant Management.
Mr. McAthie is also a Director of the Company.

Education (degrees, schools, and dates): Business and Communication,
University of South Dakota, 1978. AA Degree in Hotel and Restaurant
Management, San Francisco City College, 1980.

Also a Director of the Company?

[x] Yes [ ] No

Indicate amount of time to be spent on Company matters if less than full
time: Full time.

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30. Chief Operating Officer:

Title: Chief Operating Officer / Chief Financial Officer
Name: Sheryl Moulton
Age: 29
Office Street PO Box 223611
Address: Carmel, CA 93922
Telephone No: (831) 394-5579

Name of employers, titles and dates of positions held during past five
years with an indication of job responsibilities.

<TABLE>
<CAPTION>
<S> <C>
3/99 to Present Chief Operating Officer / Chief Financial Officer, Internet Hollywood
Responsible for the operations and financial departments.
-Working closely with a panel of corporate attorneys on securities,
intellectual property and contractual law.
-Composing and filing federal and state securities registration documents
and assisting in investor relations; Drafting / filing trademark applications.
-Developing business plan and financials; Researching market trends.

6/98 - 3/99 Operations Assistant, Samsung Multimedia
-Supporting 2 directors, 3 managers, 20-25 engineers in Multimedia Dept.
-Assisting the Patent Agent in Legal Dept. with the maintenance of patents
and trademarks and creating status reports.
-Reporting to Purchasing Manager and Accounting Department and assisting
in purchasing, accounting and expense reporting.
-Processing purchase requisitions, accounts payables, timecards for exempt
and non-exempt employees and consultant contracts.
-Creating multimedia presentations and advanced Access databases.
-Resolving technical problems (i.e. network, printer and email problems).
-Coordinating office space allocation, computer equipment, phone lines,
voice mail and network connectivity for new employees.

1994-1998 Proprietor, Pacific Computer Exchange
-Repairing and building personal computers and performing general
network administration.
-Purchasing computer hardware and software for resale.
-Working on contract for Embassy Suites Hotel in Monterey and several
other businesses on the Monterey Peninsula.
</TABLE>

Ms. Moulton has served as Chief Financial Officer and Chief Operating
Officer since June 1999. From 1998 to 1999, Ms. Moulton was an Operations
Assistant at Samsung Information Systems America where she assisted in
maintaining legal and accounting records. From 1994 to 1998, Ms. Moulton
served as proprietor at Pacific Computer Exchange, a computer retail and
service business. Ms. Moulton holds a bachelors degree from the University
of California, Santa Cruz. Ms. Moulton is also a Director of the Company.

Education (degrees, schools, and dates): Bachelors Degree, English, UCSC,
Santa Cruz, California, Graduated 1994.

Also a Director of the Company?
[x] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full
time:

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30. Chief Operating Officer:

Title: Chief Operating Officer / Chief Financial Officer
Name: Sheryl Moulton
Age: 29
Office Street PO Box 223611
Address: Carmel, CA 93922
Telephone No: (831) 394-5579

Name of employers, titles and dates of positions held during past five
years with an indication of job responsibilities.

Education (degrees, schools, and dates): Bachelors Degree, English, UCSC,
Santa Cruz, California, Graduated 1994.

Also a Director of the Company?
[x] Yes [ ] No
Indicate amount of time to be spent on Company matters if less than full
time:

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32. Other Key Personnel:

None.
DIRECTORS OF THE COMPANY

33. Number of Directors: 3

If Directors are not elected annually, or are elected under a voting trust
or other arrangement, explain:

All Directors will be elected at a regular meeting of the Members of the
Company.

34. Information concerning outside or other Directors (i.e. those not described
above):

Not applicable.

35(a)Have any of the Officers or Directors ever worked for or managed a company
(including a separate subsidiary or division of a larger enterprise) in the
same business as the Company?

[x] Yes [ ] No

Mr. Dean McAthie owns and operates an existing Internet caf
(DakotaCoffeehouse.com) which Internet Hollywood intends to purchase upon
the funding from this Offering.

(b) If any of the Officers, Directors or other key personnel have ever worked
for or managed a company in the same business or industry as the Company or
in a related business or industry, describe what precautions, if any,
(including the obtaining of releases or consents from prior employers) have
been taken to preclude claims by prior employers for conversion or theft of
trade secrets, know-how or other proprietary information.

The company has signed an agreement (contingent on adequate funding from
this Offering) to purchase Mr. McAthie's existing caf
(DakotaCoffeehouse.com) at a reasonable cost to the Company.

(c) If the Company has never conducted operations or is otherwise in the
development stage, indicate whether any of the Officers or Directors has
ever managed any other company in the startup or development stage and
describe the circumstances, including relevant dates.

Each of the Company's senior executives is highly experienced in the
management and expansion of development stage companies. The following is a
brief description of their relevant experience:

Dean McAthie, Chief Executive Officer, has over fifteen years' experience
in food and beverage management, His experience includes (but is not
limited to): Department administration: payroll, inventory, employee
scheduling, budgeting, reports and accounting, advertising and promotion,
budget control, menu planning, wine selection, hiring, training, and
supervision for up to 150 employees, remodel and renovation and opening a
brand new facility.

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Mr. McAthie was recently appointed Chief Executive Officer of Internet
Hollywood. He currently operates a very successful Internet caf
(DakotaCoffeehouse.com), that Internet Hollywood proposes to purchase upon
funding. Mr. McAthie holds degrees in Business and Communication and Hotel
and Restaurant Management. Mr. McAthie is also a Director of the Company.

Ms. Sheryl Moulton has developed a reputation as a highly experienced and
charismatic leader of growth stage companies during her career. She
co-founded Pacific Computer Exchange, a computer service and retail
company. Her responsibilities during this period included contract
negotiation with businesses and major vendors, and the development and
management of marketing and distribution operations.

Ms. Moulton has served as Chief Operating Officer and Chief Financial
Officer since June 1999. From 1998 to 1999, Ms. Moulton served in
Operations at Samsung Information Systems America where she assisted in
maintaining legal and accounting records. From 1994 to 1998, Ms. Moulton
served as partner at Pacific Computer Exchange, a computer retail and
service business. Ms. Moulton holds a Bachelors degree from the University
of California, Santa Cruz. Ms. Moulton is also a Director of the Company.

(d) If any of the Company's key personnel are not employees but are consultants
or other independent contractors, state the details of their engagement by
the Company.

Not applicable.

(e) If the Company has key man life insurance policies on any of its Officers,
Directors or key personnel, explain, including the names of the persons
insured, the amount of insurance, whether the insurance proceeds are
payable to the Company and whether there are arrangements that require the
proceeds to be used to redeem securities or pay benefits to the estate of
the insured person or to a surviving spouse.

Not applicable.

36. If a petition under the Bankruptcy Act or any State insolvency law was
filed by or against the Company or its Officers, Directors or other key
personnel, or a receiver, fiscal agent or similar officer was appointed by
a court for the business or property of any such persons, or any
partnership in which any of such persons was general partner at or within
the past five years, or any corporation or business association of which
any such person was an executive officer at or within the past five years,
set forth below the name of such persons, and the nature and date of such
actions.

Not applicable.

Note: After reviewing the information concerning the background of the
Company's Officers, Directors and other key personnel, potential investors
should consider whether or not these persons have adequate background and
experience to develop and operate this Company and to make it successful.
In this regard, the experience and ability of management are often
considered the most significant factors in the success of a business.

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PRINCIPAL STOCKHOLDERS

37. Principal owners of the Company (those who beneficially own directly or
indirectly 10% or more of the common and preferred stock presently
outstanding) starting with the largest common stockholder. Include
separately all common stock issuable upon conversion of convertible
securities (identifying them by asterisk) and show average price per share
as if conversion has occurred. Indicate by footnote if the price paid was
for a consideration other than cash and the nature of any such
consideration.

<TABLE>
<CAPTION>
NAME OF CLASS OF AVERAGE NUMBER OF PERCENTAGE PERCENTAGE
PRINCIPAL SHARES PRICE SHARES OF TOTAL OF
STOCKHOLDER PER SHARE NOW HELD NUMBER OF TOTAL
SHARES HELD
AFTER
OFFERING
IF ALL
SECURITIES
SOLD
<S> <C> <C> <C> <C> <C>
Sheryl Moulton Common $ 5 998,500 49.9% 33%
(partially
unvested
stock)
Dean McAthie Common $ 5 333,333 16.66% 11.11%
(unvested
stock)
Patrick Hennessy Common $ 5 21,500 1% Less than 1%
(partially
unvested)
</TABLE>

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38. Number of shares beneficially owned by Officers and Directors as a group:

Before Offering: 1,000,000 shares (33.33% of total outstanding)

After Offering:

a) Assuming minimum securities sold: Not applicable.

b) Assuming maximum securities sold: 1,000,000 shares (33.33% of
total outstanding)

Totals after 15:1 Stock Split
----------------------------------
Total Shares in Company 3,000,000
Total Shares of Company Officers (1,000,000)
-----------------------------------------------------------------
Total Shares outstanding prior to Offering: 2,000,000
Total Shares available for options (1,000,000)
-----------------------------------------------------------------
Total Shares available in this Offering 1,000,000

MANAGEMENT RELATIONSHIPS, TRANSACTIONS
AND RENUMERATION

39.(a) If any of the Officers, Directors, key personnel or principal
stockholders are related by blood or marriage, please describe.

Not applicable.

(b) If the Company has made loans to or is doing business with any of its
Officers, Directors, key personnel or 10% stockholders, or any of their
relatives (or any entity controlled directly or indirectly by any of such
persons) within the last two years, or proposes to do so within the future,
explain. (This includes sales or lease of goods, property or services to or
from the Company, employment or stock purchase contracts, etc.) State the
principal terms of any significant loans, agreements, leases, financing or
other arrangements.

Not applicable.

The Company does not propose to make loans to its Officers, Directors, key
personnel or 10% stockholders or any relatives in the near future.

(c) If any of the Company's Officers, Directors, key personnel or 10%
stockholders has guaranteed or cosigned any of the Company's bank debt or
other obligations, including any indebtedness to be retired from the
proceeds of this Offering, explain and state the amounts involved.

Not applicable.

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40(a)LIST ALL REMUNERATION BY THE COMPANY TO OFFICERS, DIRECTORS AND KEY
PERSONNEL FOR THE LAST FISCAL YEAR:

Not applicable. All Officers and Directors received stock in lieu of cash
compensation.

<TABLE>
<CAPTION>
OFFICER CASH OTHER
<S> <C> <C>
Chief Executive Officer $ 0 333,333 shares
Chief Financial Officer / Chief Operating Officer $ 0 998,500 shares
Director $ 0 21,500 shares
</TABLE>

On March 4, 2000 Sheryl Moulton entered into an agreement with Internet
Hollywood to purchase her 2,000,000 shares of Internet Hollywood stock. In
exchange, Ms. Moulton will receive full title and possession of the 1999
pending trademark "Internet Hollywood" in the event of the Company changes
its name, files bankruptcy or faces any other financial insolvency.

(b) IF REMUNERATION IS EXPECTED TO CHANGE OR HAS BEEN UNPAID IN PRIOR YEARS,
EXPLAIN:

Remuneration (salary compensation) will be paid to management upon the
funding of this Offering. The Company's founders, executives and managers
have only accepted common stock and no salary compensation during the
Company's early stages of development.

The Company's board of directors intends to provide cash compensation to
management at rates which are advantageous to the Company. However, the
challenges of managing a high-growth company demand highly skilled
management, possessing an extremely high level of expertise, experience and
energy. While Company policies preclude inordinately high levels of
compensation for management, it is aware that lucrative, performance-based
compensation packages must be offered, in order to attract and retain
highly qualified management. As such, the Company has entered into
employment agreements with its existing management personnel which provide
substantial performance-based compensation, and incentives for
extraordinary performance. The Company intends to continue this policy in
the future, pursuant to recognized compensation guidelines.

<TABLE>
<CAPTION>
OFFICER CASH OTHER
<S> <C> <C>
Chief Executive Officer $150,000 333,333 option shares
Chief Financial Officer / Chief Operating Officer $ 75,000 $ 75,000 bonus
(for drafting and filing
Initial Public Offering
and other associated
out-of-pocket
expenses.
</TABLE>

The Company entered into an Employment Agreement with Sheryl Moulton for
the period of three years. Said agreement provides $75,000 in annual salary
and a $75,000 bonus for drafting the IPO filing, and performance-based
incentives, pursuant to established policies, which the Company believes to
be advantageous to its shareholders.

The Company entered into an Employment Agreement with Dean McAthie for a
period of three years. Said agreement provides $150,000 in annual salary,
bonus and options.

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41(a)NUMBER OF SHARES SUBJECT TO ISSUANCE UNDER PRESENTLY OUTSTANDING STOCK
PURCHASE AGREEMENTS, STOCK OPTIONS, WARRANTS OR RIGHTS: 140,200 SHARES,
(23.6% OF TOTAL SHARES TO BE OUTSTANDING AFTER THE COMPLETION OF THE
OFFERING IF ALL SECURITIES SOLD, ASSUMING EXERCISE OF OPTIONS AND
CONVERSION OF CONVERTIBLE SECURITIES). INDICATE WHICH HAVE BEEN APPROVED BY
SHAREHOLDERS. STATE THE EXPIRATION DATES, EXERCISE PRICES AND OTHER BASIC
TERMS FOR THESE SECURITIES:

The Company will not grant options in excess of 10% of the outstanding
shares for a one-year period following the qualification date of this
offering.

<TABLE>
<CAPTION>
DATE OF OPTIONEE SHARES EXERCISE PRICE EXPIRATION DATE
GRANT
<C> <S> <C> <C> <C>
6/25/00 Sheryl Moulton 100,000 85% of fair market value 6/25/08
7/17/00 Dean McAthie 333,333 85% of fair market value 7/17/08
</TABLE>

The exercise prices for any option must be at least 85% of the fair market
value of the shares on the date the option was granted.

(b) NUMBER OF COMMON SHARES SUBJECT TO ISSUANCE UNDER EXISTING STOCK PURCHASE
OR OPTION PLANS BUT NOT YET COVERED BY OUTSTANDING PURCHASE AGREEMENTS,
OPTIONS OR WARRANTS:

213,334 shares

(c) DESCRIBE THE EXTENT TO WHICH FUTURE STOCK PURCHASE AGREEMENTS, STOCK
OPTIONS, WARRANTS OR RIGHTS MUST BE APPROVED BY SHAREHOLDERS.

Shareholder approval would be necessary only to increase the authorized
number of shares, not for any specific stock purchase agreements, stock
options, warrants or rights.

42. IF THE BUSINESS IS HIGHLY DEPENDENT ON THE SERVICES OF CERTAIN KEY
PERSONNEL, DESCRIBE ANY ARRANGEMENTS TO ASSURE THAT THESE PERSONS WILL
REMAIN WITH THE COMPANY AND NOT COMPETE UPON ANY TERMINATION:

The Company entered into a Consulting Agreement with all Officers for terms
of up to three years, and provides for the continued employment by the
Company during this period. The agreement provides cash and
performance-based compensation in an amount, and pursuant to, terms and
conditions which the Company believes to be advantageous to the
shareholders of the Company.

Note: After reviewing the above, potential investors should consider
whether or not the compensation to management and other key personnel
directly or indirectly, is reasonable in view of the present stage of the
Company's development.

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LITIGATION

43. DESCRIBE ANY PAST, PENDING OR THREATENED LITIGATION OR ADMINISTRATIVE
ACTION WHICH HAS HAD OR MAY HAVE A MATERIAL EFFECT UPON THE COMPANY'S
BUSINESS, FINANCIAL CONDITION, OR OPERATIONS, INCLUDING ANY LITIGATION OR
ACTION INVOLVING THE COMPANY'S OFFICERS, DIRECTORS OR OTHER KEY PERSONNEL.
STATE THE NAMES OF THE PRINCIPAL PARTIES, THE NATURE AND CURRENT STATUS OF
THE MATTERS, AND AMOUNTS INVOLVED. GIVE AN EVALUATION BY MANAGEMENT OR
COUNSEL, TO THE EXTENT FEASIBLE, OF THE MERITS OF THE PROCEEDINGS OR
LITIGATION AND THE POTENTIAL IMPACT ON THE COMPANY'S BUSINESS, FINANCIAL
CONDITION, OR OPERATIONS.

There are no pending or threatened legal actions or administrative actions
against our Company either in the past or present.

FEDERAL TAX ASPECTS

44. IF THE COMPANY IS AN S CORPORATION UNDER THE INTERNAL REVENUE CODE OF 1986,
AND IT IS ANTICIPATED THAT ANY SIGNIFICANT TAX BENEFITS WILL BE AVAILABLE
TO INVESTORS IN THIS OFFERING, INDICATE THE NATURE AND AMOUNT OF SUCH
ANTICIPATED TAX BENEFITS AND THE MATERIAL RISKS OF THEIR DISALLOWANCE.
ALSO, STATE THE NAME, ADDRESS AND TELEPHONE NUMBER OF ANY TAX ADVISOR THAT
HAS PASSED UPON THESE TAX BENEFITS. ATTACH ANY OPINION OR ANY DESCRIPTION
OF THE TAX CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES BY THE TAX
ADVISOR.

Not applicable.

The Corporation is not an "S" corporation.

Name of Tax Advisor: Mr. David B. Tolkan, C.P.A.
Address: PO Box 51819
Pacific Grove, CA 93950

Telephone No. (831) 372-8104

Note: Potential investors are encouraged to have their own personal tax
consultant contact the tax advisor to review details of the tax benefits
and the extent that the benefits would be available and advantageous to the
particular investor.

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MISCELLANEOUS FACTORS

45. DESCRIBE ANY OTHER MATERIAL FACTORS, EITHER ADVERSE OR FAVORABLE, THAT WILL
OR COULD AFFECT THE COMPANY OR ITS BUSINESS (FOR EXAMPLE, DISCUSS ANY
DEFAULTS UNDER MAJOR CONTRACTS, ANY BREACH OF BYLAW PROVISIONS, ETC.) OR
WHICH ARE NECESSARY TO MAKE ANY OTHER INFORMATION IN THIS OFFERING CIRCULAR
NOT MISLEADING OR INCOMPLETE.

The Internet cafe market is expanding at phenomenal rates as interest in
the Internet rapidly increases. If existing trends continue, analysts
predict that in five years Internet cafes will become a dominating force in
the "coffeehouse" industry. Internet Hollywood, Inc. proposes to dominate
this rapidly-growing market and become the first nationwide Internet cafe
franchise.

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FINANCIAL STATEMENTS

46. Attach reviewed or audited financial statements for the last fiscal year
and unaudited financial statements for any interim periods thereafter. If
since the beginning of the last fiscal year the Company has acquired
another business the assets or net income of which were in excess of 20% of
those for the Company, show pro forma combined financial statements as if
the acquisition had occurred at the beginning of the Company's last fiscal
year.

Attached, are the audited financial statements for the fiscal year ended
December 31,1999.

INTERNET HOLLYWOOD, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999

ASSETS

CURRENT ASSETS:
CASH IN BANK $ 163
DEFERRED FEDERAL TAX CREDIT (NOTE A) 405
---------
TOTAL CURRENT ASSETS 568

FIXED ASSETS: (NOTES A & C)

COMPUTER EQUIPMENT $ 677
--------

TOTAL COST 677
LESS: ACCUMULATED DEPRECIATION (79)
--------

TOTAL FIXED ASSETS 598
---------

OTHER ASSETS:

TRADE NAME (NET OF ACCUMULATED
AMORTIZATION OF $14) (NOTE A) 1,275
ORGANIZATION COSTS (NET OF ACCUMULATED
AMORTIZATION OF $107) (NOTE A) 808
--------
TOTAL OTHER ASSETS 2,083
---------

TOTAL ASSETS $ 3,249
=========

LIABILITIES AND STOCKHOLDER'S EQUITY

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LIABILITIES

CURRENT LIABILITIES:

ACCRUED FRANCHISE TAX (NOTE A) $ 800
----------
TOTAL CURRENT LIABILITIES 800
----------

TOTAL LIABILITIES 800
----------

STOCKHOLDER'S EQUITY: (NOTE E)

CAPITAL STOCK - NO PAR VALUE,
200,000 SHARES AUTHORIZED, 200,000
SHARES OUTSTANDING (NOTE F) 5,545

ACCUMULATED DEFICIT (3,096)
----------

TOTAL STOCKHOLDER'S EQUITY 2,449
----------

TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $ 3,249
==========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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INTERNET HOLLYWOOD, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF INCOME
FOR THE PERIOD JUNE 14, 1999 (INCEPTION) TO DECEMBER 31, 1999

REVENUE:

OPERATING INCOME $ -
--------------
TOTAL REVENUE -
--------------

OPERATING EXPENSES:

ADVERTISING 173
AMORTIZATION EXPENSE 121
BANK CHARGES 40
CREDIT CARD SERVICE SET UP 169
DEPRECIATION EXPENSE (NOTES A & C) 79
DOMAIN REGISTRATION 70
DUES & PUBLICATIONS 100
ENTERTAINMENT 127
FILING FEES 145
INTERNET SERVICE - HOSTING 100
OFFICE EXPENSE 11
RENT EXPENSE 900
TELEPHONE 666
--------------

TOTAL OPERATING EXPENSES 2,701
--------------

LOSS FROM OPERATIONS (2,701)
--------------

PROVISION FOR TAXES (NOTE A) 395
--------------

NET LOSS ($3,096)
==============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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INTERNET HOLLYWOOD, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD JUNE 14, 1999 (INCEPTION) TO DECEMBER 31, 1999

CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS ($3,096)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION 79
AMORTIZATION:
TRADE NAME COSTS 14
ORGANIZATIONAL COSTS 107
CHANGES IN OPERATING ASSETS AND LIABILITIES
DEFERRED FEDERAL TAX CREDIT (NOTE A) (405)
ACCRUED FRANCHISE TAX (NOTE A) 800
--------------

NET CASH USED BY OPERATING ACTIVITIES (2,501)
--------------

CASH FLOWS FROM INVESTING ACTIVITIES
PURCHASE OF COMPUTER EQUIPMENT (NOTES A & C) (677)
CAPITALIZED ORGANIZATIONAL COSTS (NOTE A) (915)
CAPTIALIZED TRADE MARK COSTS (NOTE A) (1,289)
--------------

NET CASH USED BY INVESTING ACTIVITIES (2,881)
CASH FLOWS PROVIDED FROM FINANCING ACTIVITIES
ADVANCES FROM SHAREHOLDERS 1,340
PRINCIPAL PAYMENTS TO SHAREHOLDERS (1,340)
PROCEEDS FROM ISSUANCE OF COMMON STOCK (NOTE F)
5,545
--------------

NET CASH PROVIDED BY FINANCING ACTIVITIES 5,545
--------------

NET INCREASE IN CASH 163

CASH AT INCEPTION -
--------------

CASH AS OF END OF PERIOD $ 162
==============

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INTERNET HOLLYWOOD, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

FOR THE PERIOD JUNE 14, 1999 (INCEPTION)

THROUGH DECEMBER 31, 1999

DAVID TOLKAN
CERTIFIED PUBLIC ACCOUNTANT

540 LIGHTHOUSE AVENUE
MONTEREY, CAIFORNIA 93940

Page 55 of 115
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INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------

Business Activity:

The Company's business is the sale of coffee, computer and internet services.
This market consists of two primary market segments - Cafe and computer
services. These products and services are principally marketed through the
company's website and at company owned or franchised locations.

Revenue Recognition

Coffee/Snack Foods - The Company will sell merchandise and a variety of snack
-------------------
foods and coffee style beverages (coffee, cappuccino, mochas, juices and baked
goods).

Computer Services - The Company's computer services include, internet access,
------------------
video conferencing, computer classes and trade shows. "Internet Hollywood" will
draw it's business from all types of customers, such as tourists and business
travelers that want email and internet access while away from their home base.

Merchandise - Each cafe will include an integrated retail store offering premium
-----------
quality merchandise, displaying distinctive brands and logo designs.
Merchandising provides an additional off site promotion of the company brands.

Franchised Dealers/Joint Venture Arrangements - In metropolitan areas the
------------------------------------------------
company plans to pursue franchises or joint venture arrangements. Upon
execution of the franchise agreement, a franchisee will be required to pay an
initial franchise fee ranging between $50,000 and $100,000. These fees will be
recognized as income to the company upon each sale. Thereafter, the franchisee
will be required to pay royalties to the company from between 5% to 10% of food
and beverage sales, and 10% to 15% of merchandise sales.

INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCONTING POLICIES (CONT.)

Property and Equipment

Property and equipment are carried at cost. Management has elected to calculate
depreciation using the "Modified Accelerated Cost Recovery System (MACRS)".
This is not an acceptable method for financial statements under generally
accepted accounting principles. Generally accepted accounting principles
requires that depreciation cost over an assets' estimated useful life using an
acceptable method. The effect of this departure from generally accepted
accounting principles on financial position, results of operations, and cash
flows has not been determined.

Expenditures for maintenance and repairs are charged to operations: major
expenditures for renewal and betterments are capitalized over their useful
lives.

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Amortization

Deferred charges are amortized using the straight-line method over fifteen years
for trademark costs and five years for organization costs.

Income Taxes

Current income taxes are based on the taxable income (loss) for the year, as
measured by the current short year's tax returns. Deferred tax credits arise
from the company's current net operating loss. Timing differences between the
basis of property and equipment methods used for financial and income tax
reporting purposes. The deferred tax liability/asset represents the future tax
consequences of those differences.

NOTE B - DEVELOPMENT STAGE OPERATIONS

The Corporation was formed June 14, 1999. There is minimal history of
operations on which to base an evaluation of the company's business plan as the
company is in the development stage. There can be no assurances that the
company will be able to overcome the risks associated with advancement from the
development stage to full scale operations. The company's prospects must be
considered in light of the risks, expenses

INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE B - DEVELOPMENT STAGE OPERATIONS (CONT.)

and difficulties frequently encountered by companies in their early stages of
development. Particularly companies in new and rapidly evolving markets.

NOTE C - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 1999,
ACCUMULATED NET CARRYING
COST DEPRECIATION VALUE
Computer Equipment $ 677 $ 79 $ 598
-------- ------------ -----------
Total $ 677 $ 79 $ 598
======== ============= ============

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NOTE D - PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY

The company has applied for trademark protection under the brand name "Internet
Hollywood", in March 1999. There are no assurances that a trademark will be
issued by the U.S. Patent and Trademark Office. The company considers its
pending trademark, advertising and promotional design, and artwork to be of
considerable value and critical to it's business recognition. Failure to obtain
trademark protection could have an adverse effect upon the company's results of
operations, and financial condition. The company relies on a combination of
trade secrets, copyrights, and trademark laws, non disclosure and non compete
agreements and other legal arrangements to protect it's proprietary rights.
There is no assurance the patents and trade secrets as controlled by the company
will provide adequate protection from competitive encroachment from present and
future companies.

"Hollywood Entertainment, Inc. (dba Hollywood Video) has filed two subsequent
trademarks for the rights to use "Internet Hollywood" name. The United States
Patent and Trademark Office may or may not approve the trademark application
ahead of this company.

INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE E - STOCKHOLDER'S EQUITY
---------------------------------

At December 31, 1999, stockholder's equity consisted of the following:
Common stock - no stated value per share:
Authorized, issued and outstanding
200,000 shares $ 5,545
Accumulated Deficit (3,093)
----------
Total $ 2,449
==========

NOTE F - COMMON STOCK
-------------------------

Between the company's inception (June 14, 1999) and October 5, 1999 the company
issued two hundred thousand shares of stock to the five original founders. This
equates to .0277 cents per share for those shares outstanding. The Articles of
Incorporation states that the original issuance of stock be at no par value.

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NOTE G - SUBSEQUENT EVENTS
------------------------------

On March 4, 2000, Sheryl Moulton entered into an agreement with the company to
trade 134,000 shares of the company's stock in exchange for full title and
possession of the pending trademark "Internet Hollywood". This was done to
protect the trademark in the event of possible company insolvency.

In anticipation of the company's public offering, the company's Board of
Directors have authorized a 15:1 stock split on the original 200,000 shares
issued. The effect of the split on the outstanding is to make each outstanding
share equivalent to fifteen shares of the same stock class. The stock split
will become effective upon submission of the Certificate of Amendment of
Articles of Incorporation, dated July 9, 2000.

The company is in the process of preparing the Securities and Exchange
Commission's "Regulation A - Disclosure Document" to offer 1,000,000 shares (one
million) to the general public at $5 per share. The maximum stock offering will
be $5,000,000 (five million dollars).

INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE H - RELATED PARTY TRANSACTIONS

The company's Chief Financial Officer/Chief Operating Officer, Sheryl Moulton,
currently holds 91% of the company's outstanding stock. Ms. Moulton also holds
a majority stake in another company named "Internet Video".

NOTE I - CONTINGENCIES - GOING CONCERN

These statements are presented on the basis that the company is a going concern.
Going concern contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of time.
As shown in the accompanying financial statements, the company incurred a net
operating loss of $ 3,096 for the period June 14, 1999 through December 31,
1999. The company's current liabilities exceed current assets by $ 232.

The corporation is a development stage company that plans a public stock
offering to fund future growth and expansion. The company's continued existence
depends on its ability obtain financing either through stock offerings or bank
financing.

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

(Document is copied)

[David B. Tolkan Certified Public Accountant Letterhead]

To the Board of Directors and
Stockholders of Internet Hollywood, Inc.

I have audited the accompanying balance sheet of Internet Hollywood, Inc. (a
Development Stage Company) as of December 31, 1999, and related statements of
income, retained earnings, and cash flows for the period June 14, 1999
(inception) through December 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express and
opinion on these financial statements based on our audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Internet Hollywood, Inc. as of
December 31, 1999, and the results of its operations and its cash flows for the
period June 14, 1999 (inception) through December 31, 1999 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net operating loss of $3,096 during the period June 14,
1999 (inception) through December 31, 1999. As described more fully in Note I
to the financial statements the Company's current liabilities exceed current
assets by $232. The Company's continued existence depends on its ability to
obtain financing either through stock offerings or bank financing.

/s/ David B. Tolkan
Monterey, California
July 13, 2000

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INTERNET HOLLYWOOD, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

The Company does hereby agree to provide to investors in this Offering for five
years (or such longer period as required by law) hereafter annual financial
reports containing a balance sheet as of the end of the Company's fiscal year
and a statement of income for said fiscal year, all prepared in accordance with
generally accepted accounting principles and accompanied by an independent
accountant's report. If the Company has more than 100 security holders at the
end of the fiscal year, the financial statements shall be audited.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CERTAIN RELEVANT FACTORS

47. IF THE COMPANY'S FINANCIAL STATEMENTS SHOW LOSSES FROM OPERATIONS, EXPLAIN
THE CAUSES UNDERLYING THESE LOSSES AND WHAT STEPS THE COMPANY HAS TAKEN OR
IS TAKING TO ADDRESS THESE CAUSES.

The Company incurred minimal losses of $3,096. This loss included normal
business expenses (legal fees, utilities, office rent, bank fees, etc.).

48. DESCRIBE ANY TRENDS IN THE COMPANY'S HISTORICAL OPERATING RESULTS. INDICATE
ANY CHANGES NOW OCCURRING IN THE UNDERLYING ECONOMICS OF THE INDUSTRY OR
THE COMPANY'S BUSINESS WHICH, IN THE OPINION OF MANAGEMENT, WILL HAVE A
SIGNIFICANT IMPACT (EITHER FAVORABLE OR ADVERSE) UPON THE COMPANY'S RESULTS
OF OPERATIONS WITHIN THE NEXT 12 MONTHS, AND GIVE A ROUGH ESTIMATE OF THE
PROBABLE EXTENT OF THE IMPACT, IF POSSIBLE.

While the Company had no revenue for 1999, management expects substantial
growth with the funding from this Offering. Funding will provide for asset
acquisition, working capital, marketing and personnel. Substantial
investment will be needed in order to maintain growth in a fast-growing
Internet cafe market.

Research on coffeehouses and Internet cafes competitors suggest net profit
projections for company-owned and franchised locations will range at a
minimum of 10-30%.

49. IF THE COMPANY SELLS A PRODUCT OR PRODUCTS AND HAS HAD SIGNIFICANT SALES
DURING ITS LAST FISCAL YEAR, STATE THE EXISTING GROSS MARGIN (NET SALES
LESS COST OF SUCH SALES AS PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES) AS A PERCENTAGE OF SALES FOR THE LAST FISCAL YEAR:
___0___%. What is the anticipated gross margin for next year of operations?
Approximately _______68_________%. If this is expected to change, explain.
Also, if reasonably current gross margin figures are available for the
industry, indicate these figures and the source or sources from which they
are obtained.

50. FOREIGN SALES AS A PERCENT OF TOTAL SALES FOR LAST FISCAL YEAR: ___0__%.
DOMESTIC GOVERNMENT SALES AS A PERCENT OF TOTAL DOMESTIC SALES FOR LAST
FISCAL YEAR: ___0__%.

EXPLAIN THE NATURE OF THESE SALES, INCLUDING ANY ANTICIPATED CHANGES:

Not applicable.

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SIGNATURES

A majority of the Directors and the Chief Executive and Financial Officers of
the Company shall sign this Offering Circular on behalf of the Company and by so
doing thereby certify that each has made diligent efforts to verify the material
accuracy and completeness of the information herein contained. By signing this
Offering Circular, the Chief Executive and Chief Financial Officers agree to
make themselves, the Company's books and records, copies of any contract, lease
or other document referred to in the Offering Circular, or any other material
contract or lease (including stock options and employee benefit plans), except
any proprietary or confidential portions thereof, and a set of the exhibits to
this Offering Circular, available to each investor prior to the time of
investment, and to respond to questions and otherwise confirm the information
contained herein prior to the making of any investment by such investor.

The Chief Financial Officer signing this form is hereby certifying that the
financial statements submitted fairly state the Company's financial position and
results of operations, or receipts and disbursements, as of the dates and
period(s) indicated, all in accordance with generally accepted accounting
principles consistently applied (except as stated in the notes thereto) and
(with respect to year-end figures) including all adjustments necessary for fair
presentation under the circumstances.

OFFICERS:

By: /s/ Dean McAthie By: /s/ Sheryl Moulton
------------------- ---------------------
DEAN MCATHIE SHERYL MOULTON
Chief Executive Officer Chief Operating Officer and
Chief Financial Officer

DIRECTORS:

By: /s/ Dean McAthie By: /s/ Sheryl Moulton
------------------ ----------------------
DEAN MCATHIE SHERYL MOULTON
Chief Executive Officer Chief Operating Officer and
Chief Financial Officer

By: /s/ Patrick Hennessy
----------------------------------
PATRICK HENNESSY
Director

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PART I - NARRATIVE INFORMATION REQUIRED IN PROSPECTUS

ITEM 1. INSIDE FRONT AND OUTSIDE BACK COVER PAGES OF PROSPECTUS

DESCRIPTION OF INSIDE FRONT COVER PAGE GRAPHICS

The graphics on the inside front cover page consist of one photograph headed by
a solid field with inset text heading, which solid field heading and photograph
are located in the top of two thirds of the page.

The photograph (without solid field heading) measures approximately 7.675 inch
(width) by 5.25 inch (length). The solid field heading measures approximately
7.675 inch (width) by 1.875 inch (length) (based on an 8.5 inch by 11 inch
page). The entire graphic is centered from side-to-side. The text in the solid
field heading reads "INTERNET HOLLYWOOD." Below the text heading are the three
logos from left to right as follows:

The photograph is a store-deep perspective showing general store layout and
product displays.

DESCRIPTION OF INSIDE BACK COVER PAGE GRAPHICS

The back cover page graphics consist of three graphics which measure
approximately 3.125 inch (width) by 2.75 inch (length) (based on an 8.5 inch by
11 inch page) vertically aligned to the center of the page.

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ITEM 2. SIGNIFICANT PARTIES
List the full names and business and residential addresses, as applicable, for
the following persons:

(1) the issuer's directors;

1. Mr. Dean McAthie
PO Box 223611
Carmel, CA 93922

2. Ms. Sheryl Ann Moulton
PO Box 223611
Carmel, CA 93922

3. Mr. Patrick Hennessy
PO Box 223611
Carmel, CA 93922

(2) the issuer's officers;

1. Mr. Dean McAthie
PO Box 223611
Carmel, CA 93922

2. Ms. Sheryl Ann Moulton
PO Box 223611
Carmel, CA 93922

3. Mr. Patrick Hennessy
PO Box 223611
Carmel, CA 93922

(3) the issuer's general partners;

Not applicable.

(4) record owners of 5 percent or more of any class of the issuer's
equity nsecurities;

1. Mr. Dean McAthie
PO Box 223611
Carmel, CA 93922

2. Ms. Sheryl Ann Moulton
PO Box 223611
Carmel, CA 93922

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beneficial owners of 5 percent or more of any class of the issuer's equity
securities;

1. Mr. Dean McAthie
PO Box 223611
Carmel, CA 93922

2. Ms. Sheryl Ann Moulton
PO Box 223611
Carmel, CA 93922

(6) promoters of the issuer;

1. Mr. Dean McAthie
PO Box 223611
Carmel, CA 93922

2. Ms. Sheryl Ann Moulton
PO Box 223611
Carmel, CA 93922

(7) affiliates of the issuer;
Not applicable.

(8) counsel to the issuer with respect to the proposed offering;

Mr. James Phillip Vaughns, Esq.
6114 LaSalle Avenue, Suite 289
Oakland, CA 94611

(9) each underwriter with respect to the proposed offering;

Not applicable.

(10) the underwriter's directors;

Not applicable.

(11) the underwriter's officers;

Not applicable.

(12) the underwriter's general partners;

Not applicable.

(13) counsel to the underwriter.

Not applicable.

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ITEM 3. RELATIONSHIP WITH ISSUER OF EXPERTS NAMED IN REGISTRATION STATEMENT
Not applicable.

ITEM 4. SELLING SECURITY HOLDERS
No part of the proposed offering involves the resale of securities by
affiliates or existing shareholders of Internet Hollywood.

ITEM 5. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
We have no changes or disagreement with our Accountants.

ITEM 6. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Pursuant to the Registration Rights Agreement between the Company and
the Selling Stockholders, the Company has agreed to indemnify its
officers, directors, employees, agents and representatives and any
person who controls such Selling Stockholder against any losses,
claims, damages, liabilities or reasonable out-of- pocket expenses
arising out of or based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement, including any amendments or supplements thereto, or (ii)
the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements
therein not misleading, except, among other things, to the extent that
such liabilities arise out of or are based upon and in conformity with
any information furnished in writing to the Company by each respective
Selling Stockholder expressly for use in the Registration Statement or
an amendment or supplement thereto. In addition, each Selling
Stockholder, acting severally and not jointly, under the Registration
Rights Agreement has agreed to indemnify the Company and its officers,
directors, employees, agents and representatives and any person who
controls the Company against any losses, claims, damages, liabilities
or reasonable out-of-pocket expenses arising out of or based upon and
in conformity with written information furnished by such Selling
Stockholder expressly for use in the Registration Statement or an
amendment or supplement thereto. However, the foregoing indemnity
shall not apply to amounts paid in settlement of any such liability if
the settlement is effected without the consent of such Selling
Stockholder.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.

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INTERNET HOLLYWOOD, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999

ASSETS

CURRENT ASSETS:
CASH IN BANK $ 163
DEFERRED FEDERAL TAX CREDIT (NOTE A) 405
---------
TOTAL CURRENT ASSETS 568

FIXED ASSETS: (NOTES A & C)

COMPUTER EQUIPMENT $ 677
--------

TOTAL COST 677
LESS: ACCUMULATED DEPRECIATION (79)
---------

TOTAL FIXED ASSETS 598
---------

OTHER ASSETS:

TRADE NAME (NET OF ACCUMULATED
AMORTIZATION OF $14) (NOTE A) 1,275
ORGANIZATION COSTS (NET OF ACCUMULATED
AMORTIZATION OF $107) (NOTE A) 808
--------
TOTAL OTHER ASSETS 2,083
---------

TOTAL ASSETS $ 3,249
=========

LIABILITIES AND STOCKHOLDER'S EQUITY

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LIABILITIES

CURRENT LIABILITIES:

ACCRUED FRANCHISE TAX (NOTE A) $ 800
-----------
TOTAL CURRENT LIABILITIES 800
-----------

TOTAL LIABILITIES 800
-----------

STOCKHOLDER'S EQUITY: (NOTE E)

CAPITAL STOCK - NO PAR VALUE,
200,000 SHARES AUTHORIZED, 200,000
SHARES OUTSTANDING (NOTE F) 5,545

ACCUMULATED DEFICIT (3,096)
-----------

TOTAL STOCKHOLDER'S EQUITY 2,449
-----------

TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $ 3,249
===========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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INTERNET HOLLYWOOD, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF INCOME
FOR THE PERIOD JUNE 14, 1999 (INCEPTION) TO DECEMBER 31, 1999

REVENUE:

OPERATING INCOME $ -
--------------
TOTAL REVENUE -
--------------

OPERATING EXPENSES:

TOTAL OPERATING EXPENSES 2,701
--------------

LOSS FROM OPERATIONS (2,701)
--------------

PROVISION FOR TAXES (NOTE A) 395
--------------

NET LOSS ($3,096)
--------------

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

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INTERNET HOLLYWOOD, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD JUNE 14, 1999 (INCEPTION) TO DECEMBER 31, 1999

CASH FLOWS FROM OPERATING ACTIVITIES

NET CASH USED BY OPERATING ACTIVITIES (2,501)
---------------

CASH FLOWS FROM INVESTING ACTIVITIES
PURCHASE OF COMPUTER EQUIPMENT (NOTES A & C) (677)
CAPITALIZED ORGANIZATIONAL COSTS (NOTE A) (915)
CAPTIALIZED TRADE MARK COSTS (NOTE A) (1,289)
---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES 5,545
---------------

NET INCREASE IN CASH 163

CASH AT INCEPTION -
---------------

CASH AS OF END OF PERIOD $ 162
===============

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INTERNET HOLLYWOOD, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

FOR THE PERIOD JUNE 14, 1999 (INCEPTION)

THROUGH DECEMBER 31, 1999

DAVID TOLKAN
CERTIFIED PUBLIC ACCOUNTANT

540 LIGHTHOUSE AVENUE
MONTEREY, CAIFORNIA 93940

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INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------

Business Activity:

Revenue Recognition

Coffee/Snack Foods - The Company will sell merchandise and a variety of snack
-------------------
foods and coffee style beverages (coffee, cappuccino, mochas, juices and baked
goods).

INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCONTING POLICIES (CONT.)

Property and Equipment

Expenditures for maintenance and repairs are charged to operations: major
expenditures for renewal and betterments are capitalized over their useful
lives.

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Amortization

Deferred charges are amortized using the straight-line method over fifteen years
for trademark costs and five years for organization costs.

Income Taxes

NOTE B - DEVELOPMENT STAGE OPERATIONS

INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE B - DEVELOPMENT STAGE OPERATIONS (CONT.)

and difficulties frequently encountered by companies in their early stages of
development. Particularly companies in new and rapidly evolving markets.

NOTE C - PROPERTY AND EQUIPMENT

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NOTE D - PATENTS, TRADEMARKS AND INTELLECTUAL PROPERTY

INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE E - STOCKHOLDER'S EQUITY
---------------------------------

NOTE F - COMMON STOCK
-------------------------

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NOTE G - SUBSEQUENT EVENTS
------------------------------

INTERNET HOLLYWOOD, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
--------------------------------

NOTE H - RELATED PARTY TRANSACTIONS
----------------------------------------

NOTE I - CONTINGENCIES - GOING CONCERN
--------------------------------------------

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(Document is copied)

[David B. Tolkan Certified Public Accountant Letterhead]

To the Board of Directors and
Stockholders of Internet Hollywood, Inc.

/s/ David B. Tolkan
Monterey, California
July 13, 2000

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INTERNET HOLLYWOOD, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 1. Indemnification of Directors and Officers

The Articles of Incorporation of the Company provide that the Company
shall indemnify any person who incurs expense by reason of such person
acting as an officer, director, employee or agent of the Company, and
that this indemnification is mandatory in all cases in which
indemnification is permitted by law.

ITEM 2. Other Expenses of Issuance and Distribution

The Company's expenses in connection with the Offering are set forth
below. All of these amounts are estimates.

SEC registration fee $1,320
Legal fees and expenses $10,000
Accounting fees and expenses $5,000
Printing $5,000
Escrow agent fees $500
______________________ _________
Total $ 21,820

We will bear all the expenses shown above.

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ITEM 3. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that the undertakings
set forth in clauses (i) and (ii) above shall not apply if the
information required to be included in a post-effective amendment
by these clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be 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 remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
1. The undersigned registrant hereby undertakes, that, for
purposes of determining any liability under the Act, each filing
of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be 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.

2. Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

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(4) To The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall
be deemed to be part of this registration statement as of the
time it was declared effective.
(b) For the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

ITEM 4. Unregistered Securities Issued or Sold Within One Year

a. As to any unregistered securities issued by the issuer or any of
its predecessors or affiliated issuers within one year prior to the
filing of this Form 1-A, state:

1. the name of such issuer;

Internet Hollywood, Inc.

2. the title and amount of securities issued;

Common Stock, 200,000 shares (3,000,000 shares after 15:1
stock split)

3. the aggregate offering price or other consideration for which
they were issued and basis for computing the amount thereof;

$5,000,000 (1,000,000 shares at $5 each)

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4. the names and identities of the persons to whom the
securities were issued.

---------------- ----------- -------------------------------
SHAREHOLDER NUMBER OF RELATIONSHIP
NAME SHARES
(COMMON
STOCK)
---------------- ----------- -------------------------------
Sheryl Moulton 182,000 CFO / Director
(partially
vested)
---------------- ----------- -------------------------------
Patrick Hennessy 6,000 Director
(partially
vested)
---------------- ----------- -------------------------------
Daniel Yoshizato 4,000 Independent Business Consultant

---------------- ----------- -------------------------------
Donaven Newby 4,000 Independent Business Consultant

---------------- ----------- -------------------------------
Keith Hennessy 4,000 Independent Business Consultant

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

(Totals after 15:1 March 4, 2000 Stock Split)
---------------- ----------- -------------------------------
SHAREHOLDER NUMBER OF RELATIONSHIP
NAME SHARES
(COMMON
STOCK)
---------------- ----------- -------------------------------
Dean McAthie 333,333 CEO / Director
(unvested)

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

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b. As to any unregistered securities of the issuer or any of its
predecessors or affiliated issuers which were sold within one year
prior to the filing of this Form 1-A by or for the account of any
person who at the time was a director, officer, promoter or principal
security holder of the issuer of such securities, or was an
underwriter of any securities of such issuer, furnish the information
specified in subsections (1) through (4) of paragraph (a).

c. Indicate the section of the Securities Act or Commission rule or
regulation relied upon for exemption from the registration
requirements of such Act and state briefly the facts relied upon for
such exemption.

The above-mentioned was private-held common stock sold pursuant to
Rules 505/506 (Private Placement).

The following lists sales of our common stock during the past year
that were not registered under the Securities Act. None of these sales
involved the use of or payments to an underwriter. In all instances in
which we issued shares under the exemption from the registration
requirements of the Securities Act under Section 4(2) of the
Securities Act, all purchasers had access to the type of information
found in a registration statement and all purchasers were
sophisticated investors or directors of Internet Hollywood.

On November 11, 1999, December 4, 1999, March 3, 2000, August 1, 2000,
Sheryl Moulton bought back 17,900 shares (calculated on a pre-split
basis) for $1655 with her personal funds from four of its officers due
to a difference of opinion on the direction, long-range planning and
management philosophy of the Company. The average price per share was
Nine Cents (.0924) per share (calculated on a pre-split basis). These
transactions are exempt from the registration requirements of the
Securities Act under Section 4(2) of the Securities Act.

On March 4, 2000 Sheryl Moulton entered into an agreement with
Internet Hollywood to purchase 2,000,000 shares of Internet Hollywood
stock. In exchange, Ms. Moulton will receive full title and possession
of the 1999 pending trademark "Internet Hollywood" in the event the
Company changes its name, files bankruptcy or faces any other
financial insolvency. This transaction allowed the Company to purchase
2,000,000 shares which will be available for the Offering and for
officer, franchisee and employee stock options. This transaction is
exempt from the registration requirements of the Securities Act under
Section 4(2) of the Securities Act.

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ITEM 5. Index to Exhibits

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PART III --- EXHIBITS

ITEM DOCUMENT PAGE
---- ------------------------------------------------------------ --------

1. UNDERWRITING AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 86
---------------------------

2. CHARTER AND BY-LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . 87
-------------------------

3. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS . . . . . . . . . . 101
--------------------------------------------------------

4. SUBSCRIPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . .103
---------------------------

5. VOTING TRUST AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . 105
----------------------------

6. MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . .106
-----------------------

7. MATERIAL FOREIGN PATENTS . . . . . . . . . . . . . . . . . . . . . . . 107
------------------------------

8. PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, . . . . . . . . . . .108
-------------------------------------------------------

LIQUIDATION, OR SUCCESSION . . . . . . . . . . . . . . . . . . . . . . . . 108
----------------------------

9. ESCROW AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
----------------------

10. CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .110
-------------

11. OPINION RE LEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . 111
--------------------------

12. ADDITIONAL EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . .112
-------------------------

12.1 SALES MATERIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . .113
---------------------

12.2 "TEST THE WATER" MATERIAL . . . . . . . . . . . . . . . . . . . . . 113
----------------------------------

12.3 APPOINTMENT OF AGENT FOR SERVICE OF PROCESS . . . . . . . . . . .114
-------------------------------------------------------

12.4 MISCELLANEOUS DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . .114
-------------------------------

Application of Rule 262 . . . . . . . . . . . . . . . . . . . . . . . . . 114
--------------------------

Affiliate Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
----------------

Jurisdictions in Which Securities Are to be Offered . . . . . . . . . 114
----------------------------------------------------------

Marketing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . .114
-----------------------

Other Present or Proposed Offerings . . . . . . . . . . . . . . . . . . .115
---------------------------------------

Relationship with Issuer of Experts Named in Offering Statement . . . . . . .115
---------------------------------------------------------------

Use of a Solicitation of Interest Document . . . . . . . . . . . . . . 115
------------------------------------------------

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1. UNDERWRITING AGREEMENT

Not applicable. Currently, the Company has no existing underwriting agreements
and is self-underwritten.

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2. CHARTER AND BY-LAWS

(Document is copied)

ARTICLES OF INCORPORATION
OF
INTERNET HOLLYWOOD, INC.

ONE: The name of this corporation is Internet Hollywood, Inc.
TWO: The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
THREE: The name and address in this state of the corporation's initial agent for
service of process is: Sheryl Moulton 209 Hacienda Carmel, CA 93923.
FOUR: This corporation is authorized to issue only one class of shares of stock
which shall be designated common stock. The total number of shares it is
authorized to issue is 200,000 shares.
FIVE: The names and addresses of the persons who are appointed to act as the
initial directors of this corporation are:

Name Address

Sheryl Moulton 209 Hacienda Carmel, CA 93923
------------------- ----------------------------------------

Patrick Hennessy 861 McClellan St. Monterey, CA 93940
------------------- ----------------------------------------

SIX: The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

SEVEN: The corporation is authorized to indemnify the directors and officers of
the corporation to the fullest extent permissible under California law.

IN WITNESS WHEREOF, the undersigned, being all the persons named above as the
initial directors, have executed these Articles of Incorporation.

Dated: June 14, 1999
---------------

/s/ Patrick Hennessy
-------------------------------

Patrick Hennessy

/s/ Sheryl Moulton
-------------------------------

Sheryl Moulton

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The undersigned, being all the persons named above as the initial
directors, declare that they are the persons who executed the foregoing Articles
of Incorporation, which execution is their act and deed.

Dated: June 14, 1999

/s/ Patrick Hennessy
---------------------------------

Patrick Hennessy

/s/ Sheryl Moulton
---------------------------------

Sheryl Moulton

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(Document is copied)

BYLAWS

INTERNET HOLLYWOOD, INC.

ARTICLE I
OFFICES

SECTION 1. PRINCIPAL EXECUTIVE OFFICE

The location of the principal executive office of the corporation shall be
fixed by the board of directors. It may be located at any place within or
outside the state of California. The secretary of this corporation shall keep
the original or a copy of these bylaws, as amended to date, at the principal
executive office of the corporation if this office is located in California. If
this office is located outside California, the bylaws shall be kept at the
principal business office of the corporation within California. The officers of
this corporation shall cause the corporation to file an annual statement with
the Secretary of State of California as required by Section 1502 of the
California Corporations Code specifying the street address of the corporation's
principal executive office.

SECTION 2. OTHER OFFICES

The corporation may also have offices at such other places as the board of
directors may from time to time designate, or as the business of the corporation
may require.

ARTICLE II
SHAREHOLDERS' MEETINGS

SECTION 1. PLACE OF MEETINGS

All meetings of the shareholders shall be held at the principal executive
office of the corporation or at such other place as may be determined by the
board of directors.

SECTION 2. ANNUAL MEETINGS

The annual meeting of the shareholders shall be held each year on September
1, 1999 at 11:00am PST, at which time the shareholders shall elect a board of
directors and transact any other proper business. If this date falls on a legal
holiday, then the meeting shall be held on the following business day at the
same hour.

SECTION 3. SPECIAL MEETINGS

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Special meetings of the shareholders may be called by the board of
directors, the chairperson of the board of directors, the president, or by one
or more shareholders holding at least 10 percent of the voting power of the
corporation.

SECTION 4. NOTICES OF MEETINGS

Notices of meetings, annual or special, shall be given in writing to
shareholders entitled to vote at the meeting by the secretary or an assistant
secretary or, if there be no such officer, or in the case of his or her neglect
or refusal, by any director or shareholder.

Such notices shall be given either personally or by first-class mail or
other means of written communication, addressed to the shareholder at the
address of such shareholder appearing on the stock transfer books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. Notice shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting.

Such notice shall state the place, date, and hour of the meeting and (1) in
the case of a special meeting, the general nature of the business to be
transacted, and that no other business may be transacted, or (2) in the case of
an annual meeting, those matters which the board at the time of the mailing of
the notice, intends to present for action by the shareholders, but, subject to
the provisions of Section 6 of this Article, any proper matter may be presented
at the annual meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of the nominees which, at
the time of the notice, the board of directors intends to present for election.
Notice of any adjourned meeting need not be given unless a meeting is adjourned
for forty-five (45) days or more from the date set for the original meeting.

SECTION 5. WAIVER OF NOTICE

The transactions of any meeting of shareholders, however called and
noticed, and wherever held, are as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present, whether in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy, signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers or consents shall be filed with the corporate records or made
part of the minutes of the meeting. Neither the business to be transacted at the
meeting, nor the purpose of any annual or special meeting of shareholders need
be specified in any written waiver of notice, except as provided in Section 6 of
this Article.

SECTION 6. SPECIAL NOTICE AND WAIVER OF NOTICE REQUIREMENTS

Except as provided below, any shareholder approval at a meeting, with
respect to the following proposals, shall be valid only if the general nature of
the proposal so approved was stated in the notice of meeting, or in any written
waiver of notice:

a. Approval of a contract or other transaction between the corporation and
one or more of its directors or between the corporation and any corporation,
firm, or association in which one or more of the directors has a material
financial interest, pursuant to Section 310 of the California Corporations Code;

b. Amendment of the Articles of Incorporation after any shares have been
issued pursuant to Section 902 of the California Corporations Code;

c. Approval of the principal terms of a reorganization pursuant to Section
1201 of the California Corporations Code;

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d. Election to voluntarily wind up and dissolve the corporation pursuant
to Section 1900 of the California Corporations Code;

e. Approval of a plan of distribution of shares as part of the winding up
of the corporation pursuant to Section 2007 of the California Corporations Code.

Approval of the above proposals at a meeting shall be valid with or without
such notice, if it is by the unanimous approval of those entitled to vote at the
meeting.

SECTION 7. ACTION WITHOUT MEETING

Any action that may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent, in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.

Unless the consents of all shareholders entitled to vote have been
solicited in writing, notice of any shareholders' approval, with respect to any
one of the following proposals, without a meeting, by less than unanimous
written consent shall be given at least ten (10) days before the consummation of
the action authorized by such approval:

a. Approval of a contract or other transaction between the corporation and
one or more of its directors or another corporation, firm or association in
which one or more of its directors has a material financial interest, pursuant
to Section 310 of the California Corporations Code;

b. To indemnify an agent of the corporation pursuant to Section 317 of the
California Corporations Code;

c. To approve the principal terms of a reorganization, pursuant to Section
1201 of the California Corporations Code; or

d. Approval of a plan of distribution as part of the winding up of the
corporation pursuant to Section 2007 of the California Corporations Code.
Prompt notice shall be given of the taking of any other corporate action
approved by shareholders without a meeting by less than a unanimous written
consent to those shareholders entitled to vote who have not consented in
writing.

Notwithstanding any of the foregoing provisions of this section, and except
as provided in Article III, Section 4 of these bylaws, directors may not be
elected by written consent except by the unanimous written consent of all shares
entitled to vote for the election of directors.

A written consent may be revoked by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the secretary of the
corporation, but may not be revoked thereafter. Such revocation is effective
upon its receipt by the secretary of the corporation.

SECTION 8. QUORUM AND SHAREHOLDER ACTION

A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is
present, the affirmative vote of the majority of shareholders represented at the
meeting and entitled to vote on any matter shall be the act of the shareholders,
unless the vote of a greater number is required by law and except as provided in
the following paragraphs of this section.

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The shareholders present at a duly called or held meeting at which a quorum
is present may continue to transact business until adjournment notwithstanding
the with-drawal of enough shareholders to leave less than a quorum, if any
action is approved by at least a majority of the shares required to constitute a
quorum.

In the absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted except as provided
in the foregoing provisions of this section.

SECTION 9. VOTING

Only shareholders of record on the record date fixed for voting purposes by
the board of directors pursuant to Article VIII, Section 3 of these bylaws, or,
if there be no such date fixed, on the record dates given below, shall be
entitled to vote at a meeting.

If no record date is fixed:

a. The record date for determining shareholders entitled to notice of, or
to vote, at a meeting of shareholders, shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.

b. The record date for determining the shareholders entitled to give
consent to corporate actions in writing without a meeting, when no prior action
by the board is necessary, shall be the day on which the first written consent
is given.

c. The record date for determining shareholders for any other purpose
shall be at the close of business on the day on which the board adopts the
resolution relating thereto, or the 60th day prior to the date of such other
action, whichever is later.

Every shareholder entitled to vote shall be entitled to one vote for each
share held, except as otherwise provided by law, by the Articles of
Incorporation or by other provisions of these bylaws. Except with respect to
elections of directors, any shareholder entitled to vote may vote part of his or
her shares in favor of a proposal and refrain from voting the remaining shares
or vote them against the proposal. If a shareholder fails to specify the number
of shares he or she is affirmatively voting, it will be conclusively presumed
that the shareholder's approving vote is with respect to all shares the
shareholder is entitled to vote.

At each election of directors, shareholders shall not be entitled to
cumulate votes unless the candidates' names have been placed in nomination
before the commencement of the voting and a shareholder has given notice at the
meeting, and before the voting has begun, of his or her intention to cumulate
votes. If any shareholder has given such notice, then all shareholders entitled
to vote may cumulate their votes by giving one candidate a number of votes equal
to the number of directors to be elected multiplied by the number of his or her
shares or by distributing such votes on the same principle among any num-ber of
candidates as he or she thinks fit. The candidates receiving the highest number
of votes, up to the number of directors to be elected, shall be elected. Votes
cast against a candidate or which are withheld shall have no effect. Upon the
demand of any shareholder made before the voting begins, the election of
directors shall be by ballot rather than by voice vote.

SECTION 10. PROXIES

Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares by filing a proxy with the
secretary of the corporation. For purposes of these bylaws, a "proxy" means a
written authorization signed or an electronic transmission authorized by a
shareholder or the shareholder's attorney in fact giving another person or

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persons power to vote with respect to the shares of the shareholder. "Signed"
for the purpose of these bylaws means the placing of the shareholder's name or
other authorization on the proxy (whether by manual signature, typewriting,
telegraphic, or electronic transmission or otherwise) by the shareholder or the
shareholder's attorney in fact. A proxy may be transmitted by an oral telephonic
transmission if it is submitted with information from which it may be determined
that the proxy was authorized by the shareholder, or his or her attorney in
fact.

A proxy shall not be valid after the expiration of eleven (11) months from
the date thereof unless otherwise provided in the proxy. Every proxy shall
continue in full force and effect until revoked by the person executing it prior
to the vote pursuant thereto, except as otherwise provided in Section 705 of the
California Corporations Code.

ARTICLE III
DIRECTORS

SECTION 1. POWERS

Subject to any limitations in the Articles of Incorporation and to the
provisions of the California Corporations Code, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by, or
under the direction of, the board of directors.

SECTION 2. NUMBER

The authorized number of directors shall be three (3).

After issuance of shares, this bylaw may only be amended by approval of a
majority of the outstanding shares entitled to vote; provided, moreover, that a
bylaw reducing the fixed number of directors to a number less than five (5)
cannot be adopted unless in accordance with the additional requirements of
Article IX of these bylaws.

SECTION 3. ELECTION AND TENURE OF OFFICE

The directors shall be elected at the annual meeting of the shareholders
and hold office until the next annual meeting and until their successors have
been elected and qualified.

SECTION 4. VACANCIES

A vacancy on the board of directors shall exist in the case of death,
resignation, or removal of any director or in case the authorized number of
directors is increased, or in case the shareholders fail to elect the full
authorized number of directors at any annual or special meeting of the
shareholders at which any director is elected. The board of directors may
declare vacant the office of a director who has been declared of unsound mind by
an order of court or who has been convicted of a felony.

Except for a vacancy created by the removal of a director, vacancies on the
board of directors may be filled by approval of the board or, if the number of
directors then in office is less than a quorum, by (1) the unanimous written
consent of the directors then in office, (2) the affirmative vote of a majority
of the directors then in office at a meeting held pursuant to notice or waivers
of notice complying with this Article of these bylaws, or (3) a sole remaining
director. Vacancies occurring on the board by reason of the removal of directors
may be filled only by approval of the shareholders. Each director so elected
shall hold office until the next annual meeting of the shareholders and until
his or her successor has been elected and qualified.

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The shareholders may elect a director at any time to fill a vacancy not
filled by the directors. Any such election by written consent other than to
fill a vacancy created by the removal of a director requires the consent of a
majority of the outstanding shares entitled to vote.

Any director may resign effective upon giving written notice to the
chairperson of the board of directors, the president, the secretary or to the
board of directors unless the notice specifies a later time for the
effectiveness of the resignation. If the resignation is effective at a later
time, a successor may be elected to take office when the resignation becomes
effective. Any reduction of the authorized number of directors does not remove
any director prior to the expiration of such director's term in office.

SECTION 5. REMOVAL

Any or all of the directors may be removed without cause if the removal is
approved by a majority of the outstanding shares entitled to vote, subject to
the provisions of Section 303 of the California Corporations Code. Except as
provided in Sections 302, 303 and 304 of the California Corporations Code, a
director may not be removed prior to the expiration of the director's term of
office.

The Superior Court of the proper county may, on the suit of shareholders
holding at least 10 percent of the number of outstanding shares of any class,
remove from office any director in case of fraudulent or dishonest acts or gross
abuse of authority or discretion with reference to the corporation and may bar
from re-election any director so removed for a period prescribed by the court.
The corporation shall be made a party to such action.

SECTION 6. PLACE OF MEETINGS

Meetings of the board of directors shall be held at any place, within or
without the State of California, which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation or as may be designated from time
to time by resolution of the board of directors. Meetings of the board may be
held through use of conference telephone or similar communications equipment, as
long as all directors participating in the meeting can hear one another.

SECTION 7. ANNUAL, REGULAR AND SPECIAL DIRECTORS' MEETINGS

An annual meeting of the board of directors shall be held without notice
immediately after and at the same place as the annual meeting of the
shareholders.

Other regular meetings of the board of directors shall be held at such
times and places as may be fixed from time to time by the board of directors.
Call and notice of these regular meetings shall not be required.

Special meetings of the board of directors may be called by the chairperson
of the board, the president, vice president, secretary, or any two directors.
Special meetings of the board of directors shall be held upon four (4) days'
notice by mail, or forty-eight (48) hours' notice delivered personally or by
telephone or telegraph. A notice or waiver of notice need not specify the
purpose of any special meeting of the board of directors.

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If any meeting is adjourned for more than 24 hours, notice of the
adjournment to another time or place shall be given before the time of the
resumed meeting to all directors who were not present at the time of adjournment
of the original meeting.

SECTION 8. QUORUM AND BOARD ACTION

A quorum for all meetings of the board of directors shall consist of three
(3) of the authorized number of directors until changed by amendment to this
article of these bylaws.

Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present is the act of the board,
subject to the provisions of Section 310 (relating to the approval of contracts
and transactions in which a director has a material financial interest); the
provisions of Section 311 (designation of committees); and Section 317(e)
(indemnification of directors) of the California Corporations Code. A meeting
at which a quorum is initially present may continue to transact business
not-with-standing the withdrawal of directors, if any action taken is approved
by at least a majority of the required quorum for such meeting.

A majority of the directors present at a meeting may adjourn any meeting to
another time and place, whether or not a quorum is present at the meeting.

SECTION 9. WAIVER OF NOTICE

The transactions of any meeting of the board, however called and noticed or
wherever held, are as valid as though undertaken at a meeting duly held after
regular call and notice if a quorum is present and if, either before or after
the meeting, each of the directors not present signs a written waiver of notice,
a consent to holding the meeting, or an approval of the minutes thereof. All
such waivers, consents, and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. Waivers of notice or consents need
not specify the purpose of the meeting.

SECTION 10. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the board may be taken
without a meeting, if all members of the board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the board. Such action by
written consent shall have the same force and effect as a unanimous vote of the
directors.

SECTION 11. COMPENSATION

No salary shall be paid directors, as such, for their services but, by
resolution, the board of directors may allow a reasonable fixed sum and expenses
to be paid for attendance at regular or special meetings. Nothing contained
herein shall prevent a director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attendance at meetings.

ARTICLE IV
OFFICERS

SECTION 1. OFFICERS

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The officers of the corporation shall be a president, a vice president, a
secretary, and a treasurer who shall be the chief financial officer of the
corporation. The corporation also may have such other officers with such titles
and duties as shall be determined by the board of directors. Any number of
offices may be held by the same person.

SECTION 2. ELECTION

All officers of the corporation shall be chosen by, and serve at the
pleasure of, the board of directors.

SECTION 3. REMOVAL AND RESIGNATION

An officer may be removed at any time, either with or without cause, by the
board. An officer may resign at any time upon written notice to the corporation
given to the board, the president, or the secretary of the corporation. Any such
resignation shall take effect at the date of receipt of such notice or at any
other time specified therein. The removal or resignation of an officer shall be
without prejudice to the rights, if any, of the officer or the corporation under
any contract of employment to which the officer is a party.

SECTION 4. PRESIDENT

The president shall be the chief executive officer and general manager of
the corpo-ration and shall, subject to the direction and control of the board of
directors, have general supervision, direction, and control of the business and
affairs of the corporation. He or she shall preside at all meetings of the
shareholders and directors and be an ex-officio member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation and shall have such other powers and duties as may
from time to time be prescribed by the board of directors or these bylaws.

SECTION 5. VICE PRESIDENT

In the absence or disability of the president, the vice presidents, in
order of their rank as fixed by the board of directors (or if not ranked, the
vice president designated by the board) shall perform all the duties of the
president and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the president. Each vice president shall have such
other powers and perform such other duties as may from time to time be
prescribed by the board of directors or these bylaws.

SECTION 6. SECRETARY

The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation, a book of minutes of all meetings of directors and
shareholders. The minutes shall state the time and place of holding of all
meetings; whether regular or special, and if special, how called or authorized;
the notice thereof given or the waivers of notice received; the names of those
present at directors' meetings; the number of shares present or represented at
shareholders' meetings; and an account of the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation, or at the office of the corporation's transfer agent,
a share register, showing the names of the shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates
issued for shares, and the number and date of cancellation of every certificate
surrendered for cancellation.

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The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation, the original or a copy of the bylaws of the
corporation, as amended or otherwise altered to date, certified by him or her.

The secretary shall give, or cause to be given, notice of all meetings of
shareholders and directors required to be given by law or by the provisions of
these bylaws.

The secretary shall have charge of the seal of the corporation and have
such other powers and perform such other duties as may from time to time be
prescribed by the board or these bylaws.

In the absence or disability of the secretary, the assistant secretaries if
any, in order of their rank as fixed by the board of directors (or if not
ranked, the assistant secretary designated by the board of directors), shall
have all the powers of, and be subject to all the restrictions upon, the
secretary. The assistant secretaries, if any, shall have such other powers and
perform such other duties as may from time to time be prescribed by the board of
directors or these bylaws.

SECTION 7. TREASURER

The treasurer shall be the chief financial officer of the corporation and
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation.

The treasurer shall deposit monies and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by the
board of directors. He or she shall disburse the funds of the corporation in
payment of the just demands against the corporation as authorized by the board
of directors; shall render to the president and directors, whenever they request
it, an account of all his or her transactions as treasurer and of the financial
condition of the corporation; and shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of directors or
the bylaws.

In the absence or disability of the treasurer, the assistant treasurers, if
any, in order of their rank as fixed by the board of directors (or if not
ranked, the assistant treasurer designated by the board of directors), shall
perform all the duties of the treasurer and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the treasurer. The
assistant treasurers, if any, shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of directors or
these bylaws.

SECTION 8. COMPENSATION

The officers of this corporation shall receive such compensation for their
services as may be fixed by resolution of the board of directors.

ARTICLE V
EXECUTIVE COMMITTEES

SECTION 1

The board may, by resolution adopted by a majority of the authorized number
of directors, designate one or more committees, each consisting of two or more
directors, to serve at the pleasure of the board. Any such committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:

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a. The approval of any action for which the approval of the shareholders
or approval of the outstanding shares is also required.

b. The filling of vacancies on the board or in any committee.

c. The fixing of compensation of the directors for serving on the board or
on any committee.

d. The amendment or repeal of bylaws or the adoption of new bylaws.

e. The amendment or repeal of any resolution of the board which by its
express terms is not so amendable or repealable.

f. A distribution to the shareholders of the corporation, except at a rate
or in a periodic amount or within a price range determined by the board.

g. The appointment of other committees of the board or the members
thereof.

ARTICLE VI
CORPORATE RECORDS AND REPORTS

SECTION 1. INSPECTION BY SHAREHOLDERS

The share register shall be open to inspection and copying by any
shareholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the corporation, for a purpose reasonably
related to such holder's interest as a shareholder or holder of a voting trust
certificate. Such inspection and copying under this section may be made in
person or by agent or attorney.

The accounting books and records of the corporation and the minutes of
proceedings of the shareholders and the board and committees of the board shall
be open to inspection upon the written demand of the corporation by any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours, for any proper purpose reasonably related to such
holder's interests as a shareholder or as the holder of such voting trust
certificate. Such inspection by a shareholder or holder of voting trust
certificate may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.

Shareholders shall also have the right to inspect the original or copy of
these bylaws, as amended to date and kept at the corporation's principal
executive office, at all reasonable times during business hours.

SECTION 2. INSPECTION BY DIRECTORS

Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation, domestic or foreign. Such inspection
by a director may be made in person or by agent or attorney. The right of
inspection includes the right to copy and make extracts.

SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS

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If any record subject to inspection pursuant to this chapter is not
maintained in written form, a request for inspection is not complied with unless
and until the corporation at its expense makes such record available in written
form.

SECTION 4. WAIVER OF ANNUAL REPORT

The annual report to shareholders, described in Section 1501 of the
California Corporations Code is hereby expressly waived, as long as this
corporation has less than 100 holders of record of its shares. This waiver shall
be subject to any provision of law, including Section 1501(c) of the California
Corporations Code, allowing shareholders to request the corporation to furnish
financial statements.

SECTION 5. CONTRACTS, ETC.

The board of directors, except as otherwise provided in the bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the board of directors, no officer, agent, or employee shall have any power
or authority to bind the corporation by any contract, or to pledge its credit,
or to render it liable for any purpose or to any amount.

ARTICLE VII
INDEMNIFICATION AND INSURANCE OF CORPORATE AGENTS

SECTION 1. INDEMNIFICATION

The directors and officers of the corporation shall be indemnified by the
corporation to the fullest extent not prohibited by the California Corporations
Code.

SECTION 2. INSURANCE

The corporation shall have the power to purchase and maintain insurance on
behalf of any agent (as defined in Section 317 of the California Corporations
Code) against any liability asserted against or incurred by the agent in such
capacity or arising out of the agent's status as such, whether or not the
corporation would have the power to indemnify the agent against such liability
under the provisions of Section 317 of the California Corporations Code.

ARTICLE VIII
SHARES

SECTION 1. CERTIFICATES

The corporation shall issue certificates for its shares when fully paid.
Certificates of stock shall be issued in numerical order, and shall state the
name of the recordholder of the shares represented thereby; the number,
designation, if any, and the class or series of shares represented thereby; and
contain any statement or summary required by any applicable provision of the
California Corporations Code.

Every certificate for shares shall be signed in the name of the corporation
by 1) the chairperson or vice chairperson of the board or the president or a
vice president and 2) by the treasurer or the secretary or an assistant
secretary.

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SECTION 2. TRANSFER OF SHARES

Upon surrender to the secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, it shall be the duty of the
secretary of the corporation to issue a new certificate to the person entitled
thereto, to cancel the old certificate, and to record the transaction upon the
share register of the corporation.

SECTION 3. RECORD DATE

The board of directors may fix a time in the future as a record date for
the determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any other lawful action. The record date so fixed shall not be more than sixty
(60) days nor less than ten (10) days prior to the date of the meeting nor more
than sixty (60) days prior to any other action. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to vote
at the meeting or to receive the dividend, distribution, or allotment of rights,
or to exercise the rights as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date.

ARTICLE IX
AMENDMENT OF BYLAWS

SECTION 1. BY SHAREHOLDERS

Bylaws may be adopted, amended or repealed by the affirmative vote or by
the written consent of holders of a majority of the outstanding shares of the
corporation entitled to vote. However, a bylaw amendment which reduces the fixed
number of directors to a number less than five (5) shall not be effective if the
votes cast against the amendment or the shares not consenting to its adoption
are equal to more than 16-2/3 percent of the outstanding shares entitled to
vote.

SECTION 2. BY DIRECTORS

Subject to the right of shareholders to adopt, amend or repeal bylaws, the
directors may adopt, amend or repeal any bylaw, except that a bylaw amendment
changing the authorized number of directors may be adopted by the board of
directors only if prior to the issuance of shares.

CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws
of the corporation named in the title thereto and that such Bylaws were duly
adopted by the board of directors of the corporation on the date set forth
below.

Dated: July 27, 1999

/s/ Patrick Hennessy
------------------------------------------------
Patrick Hennessy, Vice President/Secretary

/s/ Sheryl Moulton
------------------------------------------------
Sheryl Moulton, President

/s/ Daniel Yoshizato
------------------------------------------------
Daniel Yoshizato, Vice President

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3. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

Form of Common Stock Certificate

INTERNET HOLLYWOOD, INC. LOGO

NUMBER SHARES _______

THIS CERTIFICATE IS TRANSFERABLE
SEE THE REVERSE FOR A STATEMENT AS TO THE RIGHTS, PREFERENCES, PRIVILEGES AND
RESTRICTIONS OF THE CORPORATION'S SHARES

INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

--------------------------------------------------------------------------------
This certifies that CUSIP 983905 10 0

is the registered owner of
--------------------------------------------------------------------------------

FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, WITH PAR VALUE OF
$5.00, OF

INTERNET HOLLYWOOD, INC.

Transferable on the share register of the Corporation, in person or by duly
authorized Attorney, upon surrender of this Certificate properly endorsed or
assigned.

This Certificate is not valid until countersigned by the transfer agent and
Registered by the registrar.

WITNESS the facsimile seal of Corporation and the facsimile signatures
of its duly authorized officers.

Dated:

/s/ __________________________ /s/ ___________________________
SECRETARY PRESIDENT

INTERNET HOLLYWOOD, INC. SEAL
GOES HERE
--------------------------------------------------------------------------------

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Form of Common Stock Certificate (Continued)

INTERNET HOLLYWOOD, INC.

A full statement of the rights, preferences, privileges, and restrictions
granted to or imposed upon the respective classes of shares of the Corporation,
including the Common Stock, ownership of which is represented by this
certificate, and the Preferred Stock, and upon the respective holders thereof,
may be obtained by any shareholder upon request and without charge from the
Secretary of the Corporation, at the principal office of the Corporation.

The Board of Directors has the authority to fix the number of shares of any
series of Preferred Stock, to determine the designation of such series and to
determine or alter the rights, preferences, privileges and restrictions upon any
wholly unissued series of Preferred Stock.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--as tenants in common UNIF GIT MIN ACT--Custodian
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with right under Uniform Gifts to Minors Act
of survivorship and not as (State)
tenants in common

Additional abbreviations may also be used though not in the above list.

For Value Received,_______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________________

PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________
__________________________________________________________________
Shares of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
__________________________________________________________________
Attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.

Dated ___________________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.

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4. SUBSCRIPTION AGREEMENT

INTERNET HOLLYWOOD, INC.
SUBSCRIPTION AGREEMENT

Instructions: Please read the attached offering (prospectus), discuss same with
your attorney and, if you determine to make the investment, complete three
copies of this subscription agreement. You are to retain one copy and provide
two copies to the issuer. This subscription agreement cannot be accepted unless
all of the information is provided.

NAME:___________________________________________________________
DATE:___________________________________________________________
ADDRESS:________________________________________________________
HOME PHONE:______________________ OFFICE:_____________________
PHONE:_____________________ AGE:____________
SOCIAL SECURITY NUMBER:____________________
OCCUPATION: ________________________________

Subject to acceptance by you, in writing, the undersigned hereby offers to
subscribe to:

___________________SHARES of COMMON STOCK, for a total consideration of
$__________________. (# of shares times $5.00)

The undersigned each warrants that he/she is over the age of 21, able to read
and understand the English language, and a bona fide resident of the State of
California.

Each of the undersigned further warrants that he/she has read and understood the
attached prospectus, that he/she is purchasing the securities for his/her own
account and not with a view towards resale to others, and that no portion
thereof is for the account of another.

The undersigned further warrants that his/her financial security will in no way
be jeopardized should he/she lose his/her entire investment.

The undersigned heard about this investment as follows:
________________________________________________________________________________
_____________________________________________________

The undersigned has the following business or personal relationships with the
promoters of this venture (indicate names, length of time and nature of
relationship; if none, so indicate):
__________________________________________________________________
__________________________________________________________________

Attached find my check to the order of INTERNET HOLLYWOOD, INC., in the sum of

$________________.

The agreements and representation herein are made by each person signing this
agreement, if more than one.

USE IF SINGLE OWNERSHIP:

_________________________________________________________
(Signature)

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_________________________________________________________
(Print Full Name)

IF JOINT OWNERSHIP WITH RIGHT OF SURVIVORSHIP:

_____________________________ and _________________________________
(Signature) (Signature)

_____________________________ and _________________________________
(Print Full Name) (Print Full Name)

_____________________________ and _________________________________
(Print address) (Print address)

Accepted:
Receipt acknowledged of Check For:

$___________________________________________________________

_________________________________ __________________
(Signature) (Date)

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5. VOTING TRUST AGREEMENT

Not applicable. Currently, the Company has no Voting Trust Agreements.

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6. MATERIAL CONTRACTS

Not applicable. Currently, the Company has no material contracts.

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7. MATERIAL FOREIGN PATENTS

Not applicable. Currently, the Company has no material foreign patents.

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8. PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT,

LIQUIDATION, OR SUCCESSION

Not applicable. Currently, the Company has no plans for acquisitions,
reorganization, arrangement, liquidation, or succession.

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9. ESCROW AGREEMENTS

The Company has an escrow agreement with Bank of America. Should the Company
Not receive the minimum amount of funding ($500,000), funds will be made
available to investors September 6, 2001. Interest will not be paid
to investors.

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10. CONSENTS

(Document is copied)

[David B. Tolkan Certified Public Accountant Letterhead]

To the Board of Directors and
Stockholders of Internet Hollywood, Inc.

/s/ David B. Tolkan
Monterey, California
July 13, 2000

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11. OPINION RE LEGALITY

(Document is copied)

[James Phillip Vaughns, ESQ. Letterhead]

July 27, 2000

Internet Hollywood, Inc.
604 Villa Centre Way
San Jose, CA 95128

Ladies and Gentlemen,

I have acted as counsel for Internet Hollywood, Inc., a California
corporation, in connection with the proposed Initial Public Offering.
I have examined such corporate records as have been provided to me by
Sheryl Moulton, Chief Operating Officer/Chief Financial Officer, and Board of
Directors member of Internet Hollywood, Inc. Such records include the original
Articles of Incorporation, the Certificate of Amendment, the Minutes of the
First Meeting of the Board of Directors, a draft Regulation A Disclosure
Document (dated May 23, 2000), and such other documents relevant and germane to
the shares of Internet Hollywood, Inc. Common stock to be issued in connection
with the Initial Public Offering. Moreover, I have reviewed such matters of law
as I have deemed necessary for this opinion.
Based on the foregoing, I am of the opinion that, under the laws of the
State of California, pursuant to which Internet Hollywood, Inc is incorporated,
after the Registration Statement becomes effective and upon the issuance of the
shares of Common Stock in accordance with the Initial Public Offering, such
shares of Common Stock will be duly authorized, validly issued, fully paid, and
non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ James Phillip Vaughns
JAMES PHILLIP VAUGHNS
Attorney at Law

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12. ADDITIONAL EXHIBITS

12.1 SALES MATERIAL

INTERNET HOLLYWOOD, INC.

NEW ISSUE

1,000,000 SHARES

COMMON STOCK

PRICE: $5.00 PER SHARE

MINIMUM PURCHASE: 100 SHARES ($500)

Or you may download our Prospectus by visiting our website
www.internethollywood.com
-------------------------

All of the 1,000,000 shares of Common Stock (the "Shares") hereby
Offered are being sold directly by Internet Hollywood, Inc.
(Internet Hollywood" or the "Company").

NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED AND NONE WILL BE ACCEPTED. NO
SALES OF THE SECURITIES WILL BE MADE OR COMMITMENT TO PURCHASE ACCEPTED UNTIL
DELIVERY OF A PROSPECTUS THAT INCLUDES COMPLETE INFORMATION ABOUT THE ISSUER AND
THE OFFERING. AN INDICATION OF INTEREST MADE BY A PROSPECTIVE INVESTOR INVOLVES
NO OBLIGATION OR COMMITMENT OF ANY KIND. THIS OFFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE FEDERAL AND STATE SECURITIES LAWS. NO SALE
MAY BE MADE UNTIL THE OFFERING STATEMENT IS QUALIFIED BY THE SEC AND REGISTERED
IN THIS STATE. PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE
COMMON STOCK; THEREFORE, THE OFFERING PRICE HAS BEEN DETERMINED BY THE COMPANY.

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12.2 "TEST THE WATER" MATERIAL

The Company proposes to feature the "tombstone" listed in Exhibit 12.1 in the
following media:

The Wall Street Journal
--------------------------

The Company Website: www.internethollywood.com
-------------------------

EBay.com

Yahoo.com

CNet Radio

KWAV Radio

The Herald (Monterey County, CA Newspaper)
-----------

The Coast Weekly (Monterey County, CA Newspaper)
------------------

San Jose Mercury News (Silicon Valley Newspaper)
------------------------

12.3 APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

Sheryl Moulton has elected to represent the Company as Agent for Service of
Process.

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12.4 MISCELLANEOUS DISCLOSURE

Application of Rule 262

a. State whether any of the persons identified in response to Item I
are subject to any of the disqualification provisions set forth
in Rule 262.

No. Not applicable.

b. If any such person is subject to these provisions, provide a full
description including pertinent names, dates and other details,
as well as whether or not an application has been made pursuant
to Rule 262 for a waiver of such disqualification and whether or
not such application has been granted or denied.

Not applicable.

Affiliate Sales

If any part of the proposed offering involves the resale of
securities by affiliates of the issuer, confirm that the
following description does not apply to the issuer.

The issuer has not had a net income from operations of the
character in which the issuer intends to engage for at least one
of its last two fiscal years.

Not applicable.

Jurisdictions in Which Securities Are to be Offered

a. List the jurisdiction in which the securities are to be offered
by underwriters, dealers or salespersons.

The Company proposes to sell securities in California and in
other states (this is pending approval in those respective
states).

b. List the jurisdictions in which the securities are to be offered
other than by underwriters, dealers or salesmen and state the
method by which such securities are to be offered.

The Company proposes to sell securities in California and in
other states (this is pending approval in those respective
states). The Company proposes to use some of the following
marketing venues: Internet, Radio, Newspaper and other media
venues.

Marketing Arrangements

a. Briefly describe any arrangement known to the issuer or to any
person named in response to Item 1 above or to any selling
securityholder in the offering covered by this Form 1-A for any
of the following purposes:

1. To limit or restrict the sale of other securities of the
same class as those to be offered for the period of
distribution;

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Pursuant to Rule 144, certain Officers and Directors who own
greater than ten percent (10%) of the Company, may have
resale restrictions on the shares.

The Offering will limit the sale of securities in
California, pursuant to "Small Business Issuer" Rules
260.001 (i) and 260.140.01 (e). Sale and resale of
securities must act in compliance with state and federal
laws.

2. To stabilize the market for any of the securities to be
offered;

Not applicable.

3. For withholding commissions, or otherwise to hold each
underwriter or dealer responsible for the distribution of
its participation.

Not applicable.

b. Identify any underwriter that intends to confirm sales to any
accounts over which it exercises discretionary authority and
include an estimate of the amount of securities so intended to be
confirmed.

Not applicable.

Other Present or Proposed Offerings

State whether or not the issuer or any of its affiliates is
currently offering or contemplating the offering of any
securities in addition to those covered by this Form 1-A. If so,
describe fully the present or proposed offering.

The issuer is not offering or contemplating the offering of any
securities in addition to those covered by this Form 1-A.

Relationship with Issuer of Experts Named in Offering Statement

If any expert named in the offering statement as having prepared
or certified any part thereof was employed for such purpose on a
contingent basis or, at the time of such preparation or
certification or at any time thereafter, had a material interest
in the issuer or any of its parents or subsidiaries or was
connected with the issuer or any of its subsidiaries as a
promoter, underwriter, voting trustee, director, officer or
employee furnish a brief statement of the nature of such
contingent basis, interest or connection.

Not applicable.

Use of a Solicitation of Interest Document

Indicate whether or not a publication authorized by Rule 254 was
used prior to the filing of this notification. If so, indicate
the date(s) of publication and of the last communication with
prospective purchasers.

Not applicable.

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