JAHB HOLDINGS INC
SB-2/A, 2000-10-10
COMPUTER INTEGRATED SYSTEMS DESIGN
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      As filed with the SEC on October 9, 2000 SEC Registration No. 333-44586

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 Amendment No. 2
                                       to
                                    FORM SB-2

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                JAHB HOLDINGS, INC.
                 (Exact name of registrant as specified in charter)

             Delaware                   7373                   58-2565680
(State or other jurisdiction) (Primary Standard Industrial  (IRS Employer
                                       Code)                Identification)

                           8384 Roswell Road, Suite K
                             Atlanta, Georgia 30350
                                (770)-552-5096

     (Address and telephone number of registrant's principal executive offices
                          and principal place of business)

                                  Joel Arberman
                           8384 Roswell Road, Suite K
                             Atlanta, Georgia 30350
                                 (770)-552-5096

             (Name, address, and telephone number of agent for service)

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

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 ]

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

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

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




                                       1
<PAGE>





                         CALCULATION OF REGISTRATION FEE

Title of class of           Proposed maximum              Amount of
Securities to be            aggregate offering            Registration Fee
registered                  price  (1)

Common Stock,
Par value $0.001
per share                    $1,000,000                    $278


(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457 (o) under the Securities Act.



                                       2
<PAGE>





       As filed with the SEC on October 9, 2000 SEC Registration No. 333-44586

                                   PROSPECTUS

                               JAHB Holdings, Inc.

                  Maximum of 2,000,000 shares of our common stock.
                The purchase price for our shares is $0.50 per share
                 Total cash proceeds if maximum issued: $1,000,000

This is our initial public offering so there is no public market for our shares.

We will offer the shares  ourselves and do not plan to use  underwriters  or pay
any commissions. No one has agreed to buy any of our shares. There is no minimum
amount of shares  we must  sell and no money  raised  from the sale of our stock
will go into escrow, trust or any other similar arrangement.

Since  incorporation  have not  generated  any revenues and have an  accumulated
deficit of $10,915. As of this date, we have $95,188 in cash. Accordingly, there
exists substantial doubt as to our ability to continue as a going concern.

The offering will remain open until  October 9, 2001,  unless we decide to cease
selling efforts prior to this date.

This is a risky  investment.  We have  described  these  risks under the caption
"risk factors" beginning on page 6.

                     underwriting           discounts       total

per share           $0.50                 none              $0.50
total maximum       $1,000,000            none              $1,000,000

There is a 500 share minimum investment required from individual investors.

The proceeds to be received by us are amounts before  deducting  expenses of the
offering, estimated to be $30,000.

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

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

                   The date of this prospectus is October 9, 2000


                                       3
<PAGE>



                                TABLE OF CONTENTS

PROSPECTUS SUMMARY..........................................................   5
RISK FACTORS................................................................   7
o     Unless we are able to sell all of the shares offered, we may not be
      able to continue as a going concern...................................   7
o     Since this is a direct public offering and there is no underwriter,
      we may not be able to sell any shares ourselves.......................   7
o     Our sole officer and director has significant control over stockholder
      matters, which may  impact the ability of minority stockholders to
      influence our activities..............................................   7
o     Significant amounts of restricted stock may be sold by our sole officer
      and director and his affiliates'......................................   7
o     Our stock may be subject to penny stock regulation. ..................   7
o     We are in the development stage and has generated no revenues to date.   8
o     We anticipate future losses and might not become profitable...........   8
o     We do not currently have any customers and there are no arrangements or
      understandings  to gain any customers.................................   8
o     Our success depends on the services of Mr. Arberman...................   8
o     We may not be able to license or develop interactive video conferencing
      systems that work or are suitable or economical for us to generate any
      revenues or profit....................................................   8
o     The market for interactive video conferencing services is relatively
      new, intensely competitive, rapidly evolving and subject to rapid
      technological change..................................................   9
o     We may be found to infringe on the proprietary rights of others and may
      be required to incur substantial costs to defend any litigation,
      cease offering our products, obtain a license from the holder of the
      infringed intellectual property right or redesign our software and
      services..............................................................   9
USE OF PROCEEDS.............................................................  10
DETERMINATION OF OFFERING PRICE.............................................  11
DILUTION....................................................................  12
PLAN OF DISTRIBUTION........................................................  13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...........................  14
LEGAL PROCEEDINGS...........................................................  14
LEGAL MATTERS...............................................................  15
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS................  15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT..................................................................  16
DESCRIPTION OF SECURITIES...................................................  17
SHARES ELIGIBLE FOR FUTURE SALE.............................................  18
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES.................................................................  19
RELATED PARTY TRANSACTIONS..................................................  20
BUSINESS....................................................................  20
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....................  26
FINANCIAL STATEMENTS........................................................  F1


                                       4
<PAGE>




                               PROSPECTUS SUMMARY

This  summary  highlights  certain  information   contained  elsewhere  in  this
prospectus.  You should  read the entire  prospectus  carefully,  including  our
financial statements and related notes, and especially the risks described under
"RISK FACTORS".

                                   OUR COMPANY

Our                     business:  We  are  a  development  stage  company  that
                        intends  to  provide   interactive  video   conferencing
                        software and services to enable individuals to see, hear
                        and interact with other  individuals  located across the
                        Internet.

                        We   believe   that   interactive   video   conferencing
                        capabilities provide a new way to improve basic business
                        processes including  communications,  sales,  marketing,
                        and customer service.

Our market:             We expect to begin  offering our  services  during the
                        first quarter  of 2001. We intend to target individuals,
                        web portals, business, educational institutions and
                        government organizations  to become our customers.  We
                        intend to market and  sell  our  products  and  services
                        primarily  through resellers and strategic partners.

Our name and
Address:                JAHB  Holdings, Inc. was incorporated in January 1999
                        and began implementing phases of its business plan in
                        July 2000.  Our principal executive offices are located
                        8384 Roswell Road, Suite K, Atlanta, Georgia 30350.  Our
                        telephone number at that location is (770)552-5096.  Our
                        web site, still a work in progress, can be  located  at
                        http://www.JAHBholdings.com.

Additional
considerations:         Since inception,  we have incurred  substantial  losses,
                        resulting in an accumulated  deficit of $10,915. We have
                        not  generated  any  revenues  to date and have lack any
                        significant  assets. As of this date, we have $95,188 in
                        cash.  We currently  employ only one  full-time  person.
                        Accordingly,  there exists  substantial  doubt as to our
                        ability to continue as a going concern.


                                       5
<PAGE>



                                  THE OFFERING

Common stock
offered for sale.       Up to a maximum of 2,000,000 shares.

Price to the public.    $0.50 per share in cash.

Shares that can
be issued for services: As many as 1,000,000 of the shares we are registering,
                        also valued at $0.50 per share, may be issued for
                        services at the fair market  value of the services
                        rendered.

Use of proceeds.        We intend to use the net proceeds of this offering
                        primarily for:
                        o     development  of our web  site,
                        o     technology licensing and development,
                        o     sales and  marketing efforts, and
                        o     general corporate purposes.

Dilution to new
investors:              Investors will experience immediate and substantial
                        dilution in the value of their shares after purchase.
                        After giving  effect to the cash sale of the maximum of
                        2,000,000 shares and the receipt of $1,000,000 in cash,
                        less offering expenses estimated at $30,000, our
                        adjusted net tangible book value at August 25, 2000
                        would have been approximately $1,067,435 or $.09 per
                        share.   This represents an immediate dilution of $0.41
                        per common share to new investors.

Number of shares
outstanding before
the offering.           10,500,000 shares

Number of shares to
be outstanding after
the offering.           maximum of 12,500,000 shares

Plan of distribution.   This is a direct public offering, with no commitment  by
                        anyone to purchase  any  shares.  Our shares  will  be
                        offered and sold  by  our  principal executive officer.
                        There  is  a  500  share  minimum investment required
                        from individual investors.

Terms of the offering.  This  is  a  no  minimum  offering.
                        Accordingly,  as shares are sold,  we will use the money
                        raised for our activities. The offering will remain open
                        until October 9, 2001, unless we decide to cease selling
                        efforts prior to this date. We cannot be certain that we
                        will  be  able to sell  sufficient  shares  to fund  our
                        operations adequately.




                                       6
<PAGE>





                                  RISK FACTORS

You  should  carefully  consider  the risks  described  below  before  making an
investment decision.

Unless  we are able to sell  all of the  shares  offered,  we may not be able to
continue as a going concern.

Our independent  certified  public  accountants have pointed out that we have an
accumulated deficit and negative working capital so our ability to continue as a
going concern is dependent upon obtaining  additional  financing for our planned
operations.  If we do not raise additional capital then you may lose your entire
investment.

Since this is a direct public offering and there is no  underwriter,  we may not
be able to sell any shares ourselves.

We have not retained an  underwriter to sell these  securities.  We will conduct
this offering as a direct public  offering,  meaning there is no guarantee as to
how much  money  we will be able to raise  through  the sale of our  stock.  Our
officer  will be selling  shares  himself and has limited  prior  experience  in
selling securities.  If we fail to sell all the stock we are trying to sell, our
ability to expand and complete our business  plan will be  materially  affected,
and you may lose all or substantially all of your investment.

Our sole officer and director has significant control over stockholder  matters,
which will  restrict  the  ability of minority  stockholders  to  influence  our
activities.

Our sole officer and director controls the outcome of all matters submitted to a
vote of the  holders of common  stock,  including  the  election  of  directors,
amendments  to our  certificate  of  incorporation  and approval of  significant
corporate transactions. After the closing of this offering, our sole officer and
director will  beneficially own, in the aggregate,  approximately  80.00% of our
outstanding common stock. This consolidation of voting power could also have the
effect of  delaying,  deterring  or  preventing a change in control of JAHB that
might be  beneficial  to other  stockholders.  In  addition,  if a  takeover  is
delayed,  deterred or prevented,  shareholders may be prevented from receiving a
premium price for their shares.

Significant  amounts of  restricted  stock may be sold by our sole  officer  and
director and his affiliates'.

After the  closing of this  offering,  our sole  officer  and  director  and his
affiliates' will beneficially own, in the aggregate, approximately 80.00% of our
outstanding  common stock. Any sales of these shares in the public markets could
adversely affect the market price of the stock.

Our stock may be subject to penny stock regulation.

The Securities and Exchange  Commission has adopted  regulations which generally
define a "penny stock" to be any equity  security  which has a market price less
than $5.00 per share. The "penny stock" rules and regulations impose significant
limitations on the ability of broker-dealers to enter trades. Our shares will be

                                       7
<PAGE>

subject  to  the  "penny  stock"  rules,  which  may  restrict  the  ability  of
broker-dealers  to sell our  securities and may affect the ability of purchasers
in this offering to sell our securities in the secondary market

We are in the development stage and have generated no revenues to date.

We were incorporated in January,  1999, and are,  therefore,  in our development
stage with a limited operating history.  We have not generated any revenues.  We
have  experienced  losses and an accumulated  deficit of  approximately  $10,915
through June 30, 2000.  JAHB had only $95,188 in cash as of October 3, 2000. You
should consider JAHB and our prospects in light of the risks,  difficulties  and
uncertainties   frequently  encountered  by  companies  in  an  early  stage  of
development.  You should not  invest in this  offering  unless you can afford to
lose your entire investment.

We anticipate future losses and might not become profitable.

We  anticipate  that we will  incur  losses  for at least  two more  years.  Our
operating expenses are expected to increase significantly in connection with our
proposed  activities.  We will  incur  expenses  in  developing  our  web  site,
technology licensing and development, and sales and marketing. We cannot be sure
that we can achieve sufficient revenues in relation to our anticipated  expenses
to become profitable.

We do not  currently  have  any  customers  and  there  are no  arrangements  or
understandings to gain any customers.

If we  cannot  attract  customers,  we will not be able to  generate  sufficient
revenue.  Demand and market acceptance for interactive video conferencing is not
yet  established.  We cannot be sure that the market will  continue to emerge or
become sustainable.  If the market fails to develop or develops more slowly than
we expect,  then our ability to generate  revenue  may be  materially  adversely
affected and we may have to cease  operations.  Our success will depend in great
part  on  our  ability  to  identify  and  customize  existing  technology,   to
successfully  implement our marketing and sales program and to create sufficient
levels of demand for our services.

Our success depends on the services of Mr. Arberman.

Mr.  Arberman  originated  the plan for JAHB, and we continue to be dependent on
his efforts to oversee the  development  of the web site,  to secure  technology
license  and  development  agreements,  and for our sales and  marketing  agents
efforts. If we lose his services and can not find a suitable  replacement we may
have to cease  operations.  We do not have  insurance  covering  the life of Mr.
Arberman. Mr. Arberman is currently our sole officer, director and employee. The
success of our company is entirely dependent on his efforts.

We may not be able to license or develop interactive video conferencing  systems
that work or are  suitable  or  economical  for us to generate  any  revenues or
profit.

Interactive video conferencing  software products are complex. They often take a
long time and significant cost to develop.  The software may also contain errors
or defects,  including  errors  relating to  security,  particularly  when first
introduced or when new versions or enhancements are released. We may not be able

                                       8
<PAGE>

to  license  or  develop a  marketable  product.  We do not  currently  have any
technology  licensing  agreements,  nor do we have any contract programmers that
can  customize  systems  for us. We may have to cease  operations  if we fail to
identify suitable technology, are not able to license technology under favorable
terms, or fail to have those systems customized for our purposes.

The market for  interactive  video  conferencing  services  is  relatively  new,
intensely  competitive,  rapidly  evolving  and  subject to rapid  technological
change.

We expect competition to persist,  intensify and increase in the future. Some of
our competitors  offer a full range of interactive video  conferencing  services
and several others have announced their intention to do so. There are relatively
low barriers to entry into our  business.  For example,  we have no  significant
proprietary  technology that would preclude or inhibit competitors from entering
our market. We expect to face additional  competition from new entrants into the
market in the future.  Existing  or future  competitors  could  develop or offer
services  that  provide  significant  performance,   price,  creative  or  other
advantages over those offered by us.

We may be found to  infringe  on the  proprietary  rights of  others  and may be
required to incur substantial costs to defend any litigation, cease offering our
products,  obtain  a  license  from the  holder  of the  infringed  intellectual
property right or redesign our software and services.

We face potential  liability for  negligence,  copyright,  patent and trademark,
infringement,  defamation,  indecency  and other  claims based on the nature and
content of the materials that we broadcast.  In addition,  our  competitors  may
obtain  patents  or  other  proprietary  rights  that  would  prevent,  limit or
interfere with our ability to make, use or sell our software or services. We may
be  found to  infringe  on the  proprietary  rights  of  others.  Our  business,
financial  condition and operating results could be adversely affected if we are
found to infringe on the proprietary rights of others.




                                       9
<PAGE>





                                 USE OF PROCEEDS

Assuming we are able to sell all of the shares we are offering, we expect to net
cash proceeds of approximately $970,000,  after deducting the estimated expenses
of the offering of approximately  $30,000.  However, half of these shares may be
issued for services so we may not receive cash for all of the shares we issue.

The following  table  explains our  anticipated  use of the net proceeds of this
offering, based upon various levels of sales achieved.  Specifically,  the first
entry is for the relatively fixed costs associated with conducting this offering
and are not  likely to change.  The next entry is for our web site  development,
with the remaining  entries presented in their order of importance to us and our
success. Some of the expenses we require may be paid for through the issuance of
shares.

Application of             400,000        2,000,000
Net Proceeds              shares sold     shares sold

Offering Costs             $  30,000      $    30,000
Corporate web site             5,000           45,000
Technology licensing
and development              150,000          300,000
Sales and marketing           10,000          600,000
Working capital                5,000           25,000

  Total                    $ 200,000      $ 1,000,000


There have been no services performed,  and we do not anticipate that there will
be any, by our officer,  director,  principal  shareholder,  their affiliates or
associates that will be reimbursed with proceeds or shares from this offering.

In  general,  the more shares we are able to sell,  the more  quickly we will be
able to develop our web site,  license or develop  the  necessary  software  and
begin our sales and  marketing  efforts.  The  numbers  above do not include any
deductions for selling  commissions  since we will be selling the shares through
the efforts of our officer who will not receive any commissions.

There is no minimum  amount that must be sold in this  offering.  There is a 500
share minimum but no maximum amount that must be purchased by each investor.  We
may not be able to raise the  additional  funds we need to operate our business.
If we  receive  no or  nominal  proceeds  we will not  remain as a viable  going
concern and you may lose your entire investment.

Our sole  officer  and  director  will have broad  discretion  in  allocating  a
substantial  portion of the proceeds of this offering.  We will invest  proceeds
not immediately  required for the purposes described above principally in United
States government securities,  short-term  certificates of deposit, money market
funds or other short-term interest bearing investments.

                                       10
<PAGE>

In the event we receive cash proceeds and services of $200,000,  we believe that
these net  proceeds,  together  with  anticipated  funds from  operations,  will
provide  us with  sufficient  funds to meet our cash  requirements  for at least
twelve months following the date these proceeds are raised.  As set forth in the
above  table,  if we receive net proceeds in amounts  less than  $200,000,  this
twelve-month  time frame will probably be diminished and our business plans will
have to be decreased.  None of the offering  proceeds we receive will be used to
make loans to officers, directors and/or affiliates.

Our  president  has never been paid any salary  from us. Our  president  will be
entitled  to begin to  receive  an annual  salary of  $60,000  only when we have
issued  $500,000 worth of our shares for cash or services.  We believe that this
level of  funding  will  allow us to  generate  revenues  that  will  allow  our
officers'  salary  to  be  paid  out  of  our  operating  profits.  Our  officer
understands that if these amounts of gross proceeds or net operating profits are
never generated, he has little chance of ever being paid for his services to us.

Our  description  represents  our best  estimate  of the  allocation  of the net
proceeds of this  offering  based upon the current  status of our  business.  We
based  this  estimate  on  assumptions,  including  the  cost of our  web  site,
technology  licensing  and  development,  our  anticipated  sales and  marketing
expenditures,  anticipated  growth  in the  size  of our  customer  base,  gross
margins,  general operating expenses and revenues.  We assumed that our proposed
services could be introduced  without  unanticipated  delays or costs. If any of
these  factors  change,  we may find it necessary to reallocate a portion of the
proceeds within the  above-described  categories or use portions of the proceeds
for other purposes.  Our estimates may prove to be inaccurate,  we may undertake
new  activities  which will require  considerable  additional  expenditures,  or
unforeseen expenses may occur.

If our plans change or our  assumptions  prove to be inaccurate,  we may need to
seek additional  financing  sooner than currently  anticipated or to curtail our
operations. We may need to raise additional funds in the future in order to fund
more aggressive brand  promotions and more rapid expansion,  to develop newer or
enhanced  products  or  services,  to respond to  competitive  pressures,  or to
acquire complementary businesses, technologies or services. The proceeds of this
offering may not be  sufficient to fund our proposed  expansion  and  additional
financing may not be available if needed.

                         DETERMINATION OF OFFERING PRICE

There is no  established  public  market  for the shares of common  stock  being
registered.  As a result,  the  offering  price and other  terms and  conditions
relative  to  our  shares  have  been  arbitrarily  determined  by us and do not
necessarily bear any relationship to assets,  earnings,  book value or any other
objective  criteria of value. In addition,  no investment  banker,  appraiser or
other independent,  third party has been consulted concerning the offering price
for the shares or the fairness of the price used for the shares.

                                       11
<PAGE>

                                    DILUTION

Purchasers of the shares will experience  immediate and substantial  dilution in
the value of their shares after  purchase.  The  difference  between the initial
public  offering  price per share and the net  tangible  book value per share of
common stock after this offering  constitutes  the dilution to investors in this
offering.  Net tangible  book value per share is  determined  by dividing  total
tangible  assets less total  liabilities by the number of outstanding  shares of
common stock.

At August 25,  2000,  we had a net  tangible  book value of $97,435 or $0.01 per
share.  After giving effect to the cash sale of the maximum of 2,000,000  shares
and the receipt of  $1,000,000  in cash,  less  offering  expenses  estimated at
$30,000, our adjusted net tangible book value at August 25, 2000 would have been
approximately  $1,067,435  or $.09  per  share.  This  represents  an  immediate
increase in net  tangible  book value of $.08 per common  share to the  existing
shareholders if we are able to complete the maximum offering.

The following  table explains the dilution of this offering,  based upon various
levels of sales achieved:

                        August 25,              400,000            2,000,000
                            2000                shares sold        shares sold

Public offering
price per share             n/a                 $0.50             $0.50

Net tangible
book value
per share of
common stock
before the offering          $0                 $0.01             $0.01

Pro forma
net tangible
book value per
share of common
stock after the
offering                    n/a                 $0.02             $0.09

Increase to
net tangible
book value per
share attributable
to purchase of
common stock by
new investors               n/a                 $0.01             $0.08

Dilution to
new investor                n/a                 $0.48             $0.41



                                       12
<PAGE>

                              PLAN OF DISTRIBUTION

General

We are  offering  up to a maximum  of  2,000,000  shares at a price of $0.50 per
share. We are offering the shares  directly on a best efforts,  no minimum basis
and no  compensation  is to be paid to any  person for the offer and sale of the
shares.  Since this offering is conducted as a direct public offering,  there is
no assurance that any of the shares will be sold.

The offering will remain open until October 9, 2001, unless the maximum proceeds
are  received  earlier or we decide to stop  selling  our shares.  Our  officer,
existing stockholders and affiliates may purchase shares in this offering. There
is no limit to the number of shares they may purchase.

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying
for  trading  of our  common  stock  on the  over the  counter  bulletin  board,
maintained  by  the  National  Association  of  Securities  Dealers,   upon  the
effectiveness  of the  registration  statement of which this prospectus  forms a
part.

There are several requirements for listing our shares on the Nasdaq Bulletin
Board, including:
o     we must make filings pursuant to Sections 13 and 15(d) of the Securities
      Exchange Act of 1934;
o     we must remain current in our filings;
o     we must find a member of the Nasdaq to file a Form 211 on our behalf.

We can provide no assurance that our shares will be traded on the bulletin board
or, if traded, that a public market will materialize.

No broker is being utilized in this offering

As of the date of this  Prospectus,  no broker has been  retained  by us for the
sale of  securities  being  offered.  In the event a broker who may be deemed an
underwriter is retained by us, an amendment to our  registration  statement will
be filed.

The offering shall be conducted by our president

Although our president is an associated  person of us as that term is defined in
Rule  3a4-1  under the  Exchange  Act,  he is deemed  not to be a broker for the
following reasons:

o        He is not  subject  to a  statutory  disqualification  as that  term is
         defined  in Section  3(a)(39)  of the  Exchange  Act at the time of his
         participation in the sale of our securities.

o        He will not be  compensated  for his  participation  in the sale of our
         securities  by the payment of commission  or other  remuneration  based
         either directly or indirectly on transactions in securities.

                                       13
<PAGE>

o        He is not an  associated  person of a broker or  dealers at the time of
         his participation in the sale of our securities.

He will restrict his participation to the following activities:

      A.  Preparing any written communication or delivering any communication
      through the mails or other means that does not involve oral solicitation
      by him of a potential purchaser;

      B.  Responding  to inquiries of potential  purchasers  in a  communication
      initiated by the potential purchasers,  provided however, that the content
      of  responses  are  limited to  information  contained  in a  registration
      statement filed under the Securities Act or other offering document;

      C.  Performing ministerial and clerical work involved in effecting any
      transaction.

No escrow of proceeds

There will be no escrow of any of the proceeds of this offering. Accordingly, we
will have use of all funds raised as soon as we accept a subscription  and funds
have cleared.  These funds shall be non-refundable to subscribers  except as may
be required by applicable law.

Shares issued for services

As many as  1,000,000  of the  shares  we are  registering,  may be  issued  for
services  after  receipt by us of the services in question.  Any shares that are
issued for  services  will be valued at $0.50 per share,  which is the amount we
could have received if we sold the shares instead of issuing it for services.

We do not  currently  have  any  agreements  with  others  to issue  shares  for
services.  However, we do anticipate that in the future, we may issue shares for
web site development,  sales and marketing,  Internet access and other services.
When we issue  shares for  services,  the value of the  services  must be a fair
market value.  The fair market value of the service  provided will be determined
by our president and will be based upon a reasonable  evaluation of market rates
and values for specific services.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our views about
future events and financial  performance.  Our actual  results,  performance  or
achievements  could differ  materially  from those expressed or implied in these
forward-looking  statements for various  reasons,  including  those in the "risk
factors" section on page 6. Therefore,  you should not place undue reliance upon
these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance, or achievements.

                                LEGAL PROCEEDINGS

We are not a party to or aware of any threatened litigation.

                                       14
<PAGE>

                                  LEGAL MATTERS

The validity of the shares  offered  under this  prospectus is being passed upon
for us by Thomas P. McNamara, P.A., Tampa, Florida

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table and subsequent  discussion contains  information  concerning
our director and executive officer,  who will serve in the same capacity with us
upon  completion  of the  offering.  Our  executive  officer  was elected to his
position in July 2000.

Name             Age    Title

Joel Arberman    27     President and Director

There are no other persons  nominated or chosen to become directors or executive
officers nor do we have any employees other than above.

Mr. Arberman has served as president, chief executive officer and a member of
our board of directors since July 2000.  His prior experiences are listed below:

      Dates of Employment           Position/Company

      March 2000 until
      June 2000                     independent corporate finance and business
                                    development consultant.

      November 1999
      until March 2000              Chief Technology Officer and a member of
                                    the board of directors of ConnectivCorp,
                                    Inc., a publicly traded company.

      May 1998 until
      November  1999                founder, president, chief executive
                                    officer and director of ConnectivCorp, Inc.

      January 1997 until
      May 1998                      independent corporate finance and business
                                    development consultant.

      August 1995 until
      January 1997                  Internet Analyst of Yorkton Securities,
                                    Inc.,

      November 1994
      until August 1995             Equity Analyst at SunAmerica Asset
                                    Management Company.

      July 1993 until
      November 1994                 Junior Analyst at First Investors Management
                                    Corporation.

                                       15
<PAGE>

Mr. Arberman holds a B.S. degree in Business Administration with a concentration
in finance and marketing and a minor in economics  from the State  University of
New York, at Albany.

Our directors hold office until the next annual meeting of shareholders  and the
election  and   qualification  of  their   successors.   Directors   receive  no
compensation  for serving on the board of directors other than  reimbursement of
reasonable  expenses incurred in attending  meetings.  Officers are appointed by
the board of directors and serve at the discretion of the board.

Executive Compensation

There was no officer whose salary and bonus for the period exceeded $100,000.

Mr. Arberman is currently employed by JAHB Holdings, Inc. at an annual salary of
$60,000 per annum according to a two year written employment agreement signed on
July 1, 2000..  Mr. Arberman is not accruing or entitled to any compensation and
will  not be paid  until  we  issue at  least  $500,000  of  shares  for cash or
services.  His  employment  agreement  provides  for  reimbursement  of business
related  expenses,  four  weeks of  vacation  per  calendar  year,  medical  and
disability   benefits,   additional  benefits  as  offered  by  JAHB  and  bonus
entitlement. Until there is an independent board member, Mr. Arberman has agreed
not to receive  any  benefits  or bonus from us. The  employment  contract  also
contains standard non-compete, termination, confidentiality and other clauses.

We do  not  presently  have a  stock  option  plan  but  intend  to  develop  an
incentive-based  stock option plan for our officers and  directors in the future
and may reserve shares of our authorized common stock for that purpose.

Conflict of Interest - Management's Fiduciary Duties

Our director and officer is or may become, in his individual capacity,  officer,
director,  controlling shareholder and/or partner of other entities engaged in a
variety of businesses.  There exist  potential  conflicts of interest  including
allocation of time between JAHB and his other business activities.

No proceeds from this  offering will be used to purchase  directly or indirectly
any  shares of the  common  stock  owned by any  present  shareholder,  officer,
director or promoter.  No proceeds from this offering will be loaned to our sole
officer and director.  We also will not use proceeds of this  offering  purchase
the assets of any company,  which is beneficially owned by any of our current or
future officers, directors, promoters or affiliates.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGMENT

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of our common stock before and after giving  effect to the sale of the
maximum number of shares of common stock  offered.  All  shareholders  have sole
voting and investment power over the shares beneficially owned.  Included within
this table is information  concerning each  stockholder who owns more than 5% of
any class of our  securities,  including  those  shares  subject to  outstanding
options.  Although  our  officer  may  purchase  shares  in this  offering,  the
following  amounts  assume that our officer  does not  purchase  any  additional
shares.

                                       16
<PAGE>

Beneficial ownership        shares owned        Percentage of shares
class of common stock                           before           after
                                                offering         offering

Joel Arberman                 10,000,000         95.24%           80.00%
8384 Roswell Road, Suite K
Atlanta, Georgia 30350

                            DESCRIPTION OF SECURITIES

Current capital structure

As of the date of this  prospectus,  we have 20,000,000  shares of common stock,
par value $0.001, authorized,  with 10,500,000 shares outstanding held of record
by 3 stockholders.

Common stock

The  holders  of common  stock are  entitled  to one vote for each share held of
record on all matters to be voted on by the shareholders. There is no cumulative
voting  with  respect to the  election  of  directors,  with the result that the
holders  of more  than 50  percent  of the  shares  voted  for the  election  of
directors  can elect  all of the  directors.  The  holders  of common  stock are
entitled to receive dividends when, as and if declared by the board of directors
out of funds legally  available.  In the event of  liquidation,  dissolution  or
winding up of our  business,  the holders of common  stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of  liabilities  and after  provision has been made for each class of stock,  if
any, having  preference over the common stock. When issued for the consideration
outlined in this  prospectus,  whether in cash or in  services  we are  provided
with,  all of the  outstanding  shares of common  stock  will be fully  paid and
non-assessable.

If our common stock is listed on the OTC Bulletin  Board,  it will be subject to
the requirements of Rule 15g.9, promulgated under the Securities Exchange Act as
long as the price of our common stock is below $5.00 per share. Under such rule,
broker-dealers  who  recommend  low-priced  securities  to  persons  other  than
established  customers  and  accredited  investors  must satisfy  special  sales
practice requirements,  including a requirement that they make an individualized
written suitability  determination for the purchaser and receive the purchaser's
consent prior to the transaction.  The Securities Enforcement Remedies and Penny
Stock Reform Act of 1990 also requires additional  disclosure in connection with
any trades involving a stock defined as a penny stock. Generally, the Commission
defines a penny stock as any equity security not traded on an exchange or quoted
on Nasdaq  that has a market  price of less than $5.00 per share.  The  required
penny stock  disclosures  include the delivery,  prior to any transaction,  of a
disclosure  schedule  explaining the penny stock market and the risks associated
with it. Such  requirements  could severally  limit the market  liquidity of the
securities  and the  ability  of  purchasers  to sell  their  securities  in the
secondary market.

                                       17
<PAGE>

Options and Warrants.  Our board of directors has the authority to issue options
or  warrants  to  purchase  our  stock at the  board's  discretion.  We have not
presently  issued any options or warrants.  However,  our board of directors may
later determine to issue options and warrants.

Dividend  Policy.  To  date,  we have not paid any  dividends.  The  payment  of
dividends,  if any,  on the  common  stock  in the  future  is  within  the sole
discretion of the board of directors and will depend upon our earnings,  capital
requirements,  financial  condition,  and other relevant  factors.  The board of
directors  does not intend to declare any  dividends  on the common stock in the
foreseeable future, but instead intends to retain all earnings,  if any, for use
in our business operations.

Transfer Agent and Registrar.  We intend to use Interwest Transfer, Inc., Salt
Lake City, Utah as our transfer agent for the common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have 12,500,000 shares of common stock
outstanding, if we sell all of the shares in this offering. Of these shares, the
2,000,000  shares to be sold in this  offering will be freely  tradable  without
restriction or further  registration  under the  Securities Act of 1933,  except
that any shares purchased by our affiliates, as that term is defined in Rule 144
under the  Securities  Act, may generally  only be sold in  compliance  with the
limitations of Rule 144 described below.

The  remaining  10,500,000  of common stock held by existing  stockholders  were
issued  and  sold  by  us  in  reliance  on  exemptions  from  the  registration
requirements  of the Securities  Act. All of these shares are eligible for sale,
subject to the  limitations of Rule 144. We cannot  predict the effect,  if any,
that  offers or sales of these  shares  would  have on the  market  price of the
stock.  Nevertheless,  sales of significant amounts of restricted  securities in
the public markets could  adversely  affect the fair market price of the shares,
as well as  impair  our  ability  to  raise  capital  through  the  issuance  of
additional equity shares.

In general,  under Rule 144, a person who has  beneficially  owned shares for at
least one year is entitled to sell,  within any three-month  period, a number of
shares  that  does  not  exceed  the  greater  of (1) one  percent  of the  then
outstanding  shares of common stock or (2) the average  weekly trading volume in
the common stock in the  over-the-counter  market during the four calendar weeks
preceding  the  date on which  notice  of the sale is  filed,  provided  several
requirements concerning  availability of public information,  manner of sale and
notice of sale are satisfied.  In addition,  our affiliates must comply with the
restrictions  and  requirements  of Rule 144,  other than the  one-year  holding
period  requirement,  in order to sell  shares  of  common  stock  which are not
restricted securities.

Under  Rule  144(k),  a  person  who is not an  affiliate  and has  not  been an
affiliate  for at least three months prior to the sale and who has  beneficially
owned shares for at least two years may resell their shares  without  compliance
with those  requirements.  In  meeting  the  one-and  two-year  holding  periods
described  above, a holder of shares can include the holding  periods of a prior
owner who was not an affiliate.  The one-and two-year holding periods  described
above do not begin to run until the full purchase  price or other  consideration
is paid by the person acquiring the shares from the issuer or an affiliate.

                                       18
<PAGE>

There is presently no agreement by any holder,  including our  "affiliates",  of
"restricted" shares not to sell their shares.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Our certificate of incorporation contains provisions permitted under the General
Corporation  Law  of  Delaware  relating  to the  liability  of  directors.  The
provisions eliminate a director's liability to stockholders for monetary damages
for a breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's  duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions  obligating us to indemnify our directors
and officers to the fullest extent  permitted by the General  Corporation Law of
Delaware.  We believe that these  provisions  will assist us in  attracting  and
retaining qualified individuals to serve as directors.

Following  the  close  of this  offering,  we will be  subject  to the  State of
Delaware's business  combination  statute.  In general,  the statute prohibits a
publicly held Delaware  corporation from engaging in a business combination with
a person who is an interested  stockholder for a period of three years after the
date of the  transaction in which that person became an interested  stockholder,
unless the business  combination is approved in a prescribed  manner. A business
combination  includes a merger,  asset sale or other transaction  resulting in a
financial benefit to the interested stockholder.  An interested stockholder is a
person who, together with affiliates,  owns, or, within three years prior to the
proposed  business  combination,  did own 15% or more of our voting  stock.  The
statute could prohibit or delay mergers or other  takeovers or change in control
attempts and accordingly, may discourage attempts to acquire us.

As permitted by Delaware law, we intend to eliminate  the personal  liability of
our  directors  for  monetary  damages  for  breach or  alleged  breach of their
fiduciary duties as directors,  subject to exceptions.  In addition,  our bylaws
provide that we are required to indemnify our officers and directors,  employees
and  agents  under   circumstances,   including  those  circumstances  in  which
indemnification  would otherwise be  discretionary,  and we would be required to
advance  expenses to our  officers  and  directors  as  incurred in  proceedings
against  them for which they may be  indemnified.  The bylaws  provide  that we,
among other things, will indemnify officers and directors,  employees and agents
against  liabilities  that may  arise by reason of their  status or  service  as
directors,  officers, or employees,  other than liabilities arising from willful
misconduct, and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. At present, we are not aware
of any pending or  threatened  litigation  or  proceeding  involving a director,
officer, employee or agent of ours in which indemnification would be required or
permitted. We believe that our charter provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.

We have agreed to the fullest extent  permitted by applicable  law, to indemnify
all our officers and directors.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of JAHB, we

                                       19
<PAGE>

have been advised that in the opinion of the Securities and Exchange  Commission
that the  indemnification  is against  public policy as expressed in the Act and
is, therefore, unenforceable.

RELATED PARTY TRANSACTIONS

Upon incorporation,  on January 5, 1999, we issued 10,500,000 shares for $10,500
worth of services.

Mr. Arberman, our president, provides us various equipment and a portion of his
home for office space for no consideration.  The value of this equipment and
office space are considered to be insignificant.

Alfred and  Rachelle  Arberman,  the parents of our  president,  made a $100,000
capital contribution on August 25, 2000 for no additional consideration.

All  future  transactions   between  us  and  our  officers,   directors  or  5%
shareholders,  and  their  respective  affiliates,  will  be on  terms  no  less
favorable  than could be obtained  from  unaffiliated  third parties and will be
approved by a majority of any independent, disinterested directors.

BUSINESS

General

JAHB was  incorporated in January 1999. We are a development  stage company that
intends to provide  interactive  video  conferencing  software  and  services to
enable  individuals  to see,  hear and interact with other  individuals  located
across the Internet.

Although JAHB is only recently organized and has few tangible assets, we are not
a "blank check" company. A company is considered "blank check" when it is in the
development stage and has no specific business plan or purpose, or has indicated
that  its  business  plan  is to  engage  in a  merger  or  acquisition  with an
unidentified company.

Our market

The Internet has become an important medium for communications and commerce.  It
has provided  organizations  and  individuals  with  innovative  ways to conduct
business.  With the  emergence of the Internet as a globally  accessible,  fully
interactive and individually  addressable  communications  and computing medium,
companies that have traditionally conducted business in person, through the mail
or over the telephone are increasingly utilizing the Internet.

Consumers  are  increasingly  utilizing  the Internet for  transacting  business
electronically,  rather than in person or over the telephone.  Transactions  are
being streamlined  through electronic commerce and can now be performed directly
by  individuals  virtually  anywhere  and at any time.  Consumers  benefit  from
self-directed online transactions because these transactions can be faster, less
expensive and more convenient than transactions conducted through the mail, over
the telephone or in person.

We  believe  that the trends  towards  higher  Internet  access  speeds,  faster
computers and lower costs of both bandwidth and computers,  are  contributing to
an increase in demand for interactive video  conferencing over the Internet.  We
believe that interactive video  conferencing  capabilities  provide a new way to
improve basic business processes including communications, sales, marketing, and

                                       20
<PAGE>

customer service.  Companies can present  advertising and marketing materials in
new and compelling fashions,  display products and services,  offer products and
services for sale  online,  process  transactions  and fulfill  orders,  provide
customers  with rapid and  accurate  responses  to their  questions,  and gather
customer feedback efficiently.

Strategy

We believe that the rapidly increasing demand for interactive video conferencing
solutions  has created a  significant  market  opportunity  for our firm. In the
currently  fragmented and rapidly  changing  environment,  an organization  that
could deliver an easy to use system for interactive  video  conferencing,  could
capitalize  on this  opportunity  to help  companies  build their  businesses in
innovative ways.

Our mission is to provide customers with the expertise and resources required to
help increase profits, reduce costs and improve communications using interactive
video  conferencing  solutions.  We are building our firm to  capitalize  on the
opportunity presented by the rapid growth in demand for those solutions.

Services

We anticipate  that we will begin to offer our services during the first quarter
of 2001. We intend to function as a telecommunications, technology and marketing
bridge between customers that want interactive video conferencing  solutions. We
anticipate  that our  services  will  encompass  the  technical,  marketing  and
administrative services to:

o  provide software for point-to-point and multi-point interactive ideo
   conferencing;
o  arrange for high  speed data  lines for data  transmission;
o  coordinate online payment processing;
o  train individuals how to effectively use interactive video conferencing
   systems provided by us.

We intend to bill the majority of our services based on the number of minutes of
each interactive video conferencing  session. We may have to cease operations if
we fail to estimate  accurately  the  resources  required for a project and have
cost overruns.

Technology licensing and development

We do not intend to develop our own interactive video conferencing  systems from
scratch.  We believe that a number of high quality systems already exist. We are
evaluating a number of licensing and branding  opportunities from companies that
have technology  solutions we can use. Even if we license an existing system, we
will have to retain  contract  programmers  to modify and enhance  the  existing
system to customize it to our needs.  We do not  currently  have any  technology
licensing agreements, nor do we have any contract programmers that can customize
systems for us. We may have to cease operations if we fail to identify  suitable
technology, are not able to license technology under favorable terms, or fail to
have those systems customized for our purposes.

                                       21
<PAGE>

Security

Although we intend to implement  industry-standard  security measures, we cannot
be certain  that others will not  circumvent  the  measures  we  implement.  Any
significant  compromise  of our  systems'  security  could  materially  hurt our
business,  financial  condition  and  operating  results.  Advances  in computer
capabilities,  new  discoveries in the field of  cryptography or other events or
developments  could result in a compromise of the software or technologies  that
we will use to  protect  user  transactions  and other  information.  The secure
transmission of confidential information over public networks will be a critical
element of our operations.  A party who is able to circumvent  security measures
could  misappropriate  proprietary  information  or cause  interruptions  in our
operations.  We may be required to expend significant capital or other resources
to protect  against the threat of security  breaches  or to  alleviate  problems
caused by breaches.  If we are unable to prevent unauthorized access to our user
transactions  and other  information  we could  lose many  users and  reduce our
revenues.

Third parties that do access  proprietary  information  we may obtain because of
the limited protection anticipated for our future intellectual  property,  could
lead to  additional  competition,  reduced  usage and hurt our  revenues.  Third
parties may copy or obtain and use proprietary technologies, ideas, know-how and
other   proprietary   information   without   authorization..   To  protect  any
intellectual  property  rights we  obtain,  we  intend  to rely upon  copyright,
trademark,  patent and trade secret laws, as well as confidentiality  agreements
with our employees,  distributors and consultants. However, this may not provide
meaningful  protection of our  proprietary  technologies  or other  intellectual
property.  Policing  unauthorized use of our technologies and other intellectual
property is  difficult,  particularly  because the global nature of the Internet
makes it difficult to control the ultimate  destination  or security of software
or other data  transmitted.  Furthermore,  the laws of other  jurisdictions  may
afford little or no effective  protection of our  intellectual  property rights.
Our  business,  financial  condition  and  operating  results could be adversely
affected if we are unable to protect our intellectual property rights.

Customers

We do not  currently  have  any  customers  and  there  are no  arrangements  or
understandings  to gain any  customers.  We intend to  target  individuals,  web
portals,  business,  educational  institutions  and government  organizations to
become our  customers.  We intend to market and sell our  products  and services
primarily through resellers and strategic partners.  We expect to begin offering
our services during the first quarter of 2001.

If we  cannot  attract  customers,  we will not be able to  generate  sufficient
revenue.  Demand and market acceptance for interactive video conferencing is not
yet  established.  We cannot be sure that the market will  continue to emerge or
become sustainable.  If the market fails to develop or develops more slowly than
we expect,  then our ability to generate  revenue  may be  materially  adversely
affected and we may have to cease  operations.  Our success will depend in great
part  on  our  ability  to  identify  and  customize  existing  technology,   to
successfully  implement our marketing and sales program and to create sufficient
levels of demand for our services.

Our future contracts may involve projects that are critical to the operations of
our customers' businesses.  If we do not perform to our customers' expectations,
we face  potential  liability.  Any failure or  inability  to meet a  customers'

                                       22
<PAGE>

expectations  in the  performance  of our  services  could  injure our  business
reputation  or result in a claim  for  substantial  damages.  Our  projects  may
involve use of material that is confidential or proprietary client  information.
The  successful  assertion of one or more large claims against us for failing to
protect  confidential  information or failing to complete a project properly and
on time could hurt us.

Marketing

We  anticipate  that we will begin to identify and market to clients  during the
first  quarter of 2001.  We intend to offer our services  through  resellers and
independent sales and marketing  agents.  Our president will identify and try to
retain initial marketing  consultants  through  networking and advertisements in
sales and marketing related publications to assist us in fulfilling a variety of
sales and marketing requirements we have.

Our  marketing  efforts  will be  dedicated  to  demonstrating  the  benefits of
interactive  video  conferencing  and how it can be used  to  increase  profits,
reduce costs and improve communications. We may participate in trade conferences
and  industry  forums,  and  advertise  in business  publications.  We intend to
increase  our  advertising  and  marketing  expenditures  in an effort to become
better known in our target markets.  These  expenditures will cover the addition
of sales,  marketing and business  development  agents,  increased  advertising,
increased  media  relations,   increased  presence  at  trade  conferences,  and
continuing improvements to our web site.

Our marketing  budget  depends on a number of factors,  including our results of
operations  and ability to raise  additional  capital.  In the event that we are
successful in raising additional capital or our results of operations exceed our
expectations,  our marketing  budget for the next 12-month  period will increase
significantly.

Strategic relationships

We do not have any strategic relationships at this time. We intend to enter into
strategic  relationships with a limited number of interactive video conferencing
systems,  hardware,  software  and  content  companies.  We  believe  that these
relationships,  which will  typically  be  non-exclusive  and will  enable us to
deliver  clients more effective  solutions with greater  efficiency.  We believe
strategic  relationships could provide us with the opportunity to gain access to
technology,  cooperatively market products and services with technology vendors,
cross-sell  additional  services and gain enhanced access to vendor training and
support.  We also believe that these  relationships  are important  because they
could leverage the strong brand and technology positions of strategic partners.

Operations

We have very limited  operations.  Since July 2000,  our  president  has spent a
minimum of 40 hours per week  working  for us. Our  operations  are in  Atlanta,
Georgia. We are currently borrowing all of our  telecommunications  and Internet
equipment from our president. Our systems include one Dell computer and web site
development, marketing and accounting software.

We  currently  do not have any  redundant  systems  that would handle our system
functions in the event of a system failure, nor do we have an off-site backup of

                                       23
<PAGE>

our information.  If failures or interruptions in our interactive  video systems
were sustained or repeated, our client and advertising revenues,  reputation and
the  attractiveness  of our brand  name  could be  impaired.  Our  software  and
services will be heavily dependent on the integrity of the software and hardware
systems  supporting  it.  Heavy  stress  placed on our  systems  could cause our
systems to operate at  unacceptably  low speed or fail.  Failure of our  systems
could  also be caused by  online  service  providers,  record  keeping  and data
processing  functions  performed by others,  and  third-party  software  such as
Internet  browsers,  databases  and load  balancing  software.  Additionally,  a
natural disaster,  power or  telecommunications  failure or act of war may cause
extended systems failure. Computer viruses or unauthorized access to or sabotage
of our network by a third-party  could also result in system failures or service
interruptions.  Failures  or  service  interruptions  in our  interactive  video
systems,  could  lead to  substantial  inconvenience  for our  users,  hurt  our
reputation and reduce our revenues.

In the event of a catastrophic loss at our Atlanta facility  resulting in damage
to, or destruction of, our computer, telecommunications and Internet systems, we
would have a material interruption in our business operations.

Competition

The market for  interactive  video  conferencing  services  is  relatively  new,
intensely  competitive,  rapidly  evolving  and  subject to rapid  technological
change. We expect competition to persist,  intensify and increase in the future.
Some of our  competitors  offer a full range of interactive  video  conferencing
services and several others have announced their intention to do so.

Rapid  technological  change in the video conferencing  industry could cause our
software and services to become less  attractive to potential  users which could
lead us to  incur  high  costs to  redesign,  lower  usage  and  could  hurt our
revenues.  If we are  unable to  respond  to rapid  technological  changes,  our
software and services may become less attractive to potential users. Our success
will depend upon our ability to develop competitive  technologies to enhance our
software and services and to develop and  introduce new software and services in
a timely and cost-effective  manner.  Interactive video conferencing systems are
characterized by rapidly changing technology,  developing legal issues, changing
user   requirements,   frequent  new  product  and  service   introductions  and
enhancements and evolving  industry  standards in computer  hardware,  operating
systems,  database technology and information delivery systems. We cannot assure
you that we will be able to respond quickly, cost-effectively or sufficiently to
these developments.  Our business, financial condition and operating results may
be  adversely  affected if we are unable to  anticipate  or respond  quickly and
economically to any developments.

There are  relatively low barriers to entry into our business.  For example,  we
have no  significant  proprietary  technology  that  would  preclude  or inhibit
competitors from entering our market.  We expect to face additional  competition
from new entrants into the market in the future.  Existing or future competitors
could develop or offer  services that provide  significant  performance,  price,
creative or other advantages over those offered by us.

We believe that the  principal  competitive  factors in our market are strategic
expertise,   technical   knowledge  and  creative  skills,   brand  recognition,
reliability of the delivered  solution,  client  service and price.  Most of our
current and  potential  competitors  have  longer  operating  histories,  larger

                                       24
<PAGE>

installed  client bases,  longer  relationships  with clients and  significantly
greater financial,  technical,  marketing and public relations resources than we
have and could decide at any time to increase their resource  commitments to our
market. In addition,  the market for interactive video conferencing solutions is
relatively new and subject to continuing definition,  and, as a result, the core
business of many of our  competitors may better position them to compete in this
market as it matures.  Competition of the type described above could  materially
adversely affect our business, results of operations and financial condition.

Third parties could independently  develop similar  technologies  because of the
limited protection for our intellectual property, which could lead to additional
competition,   reduced   usage  and  hurt  our   revenues.   Third  parties  may
independently  develop technologies similar or superior to our technologies.  If
they do,  this may reduce  the  attractiveness  of our  software  and  services,
increase our competition, reduce usage of our software and services and hurt our
advertising  and  commerce  revenues.  Our  business,  financial  condition  and
operating  results  could  be  adversely  affected  if  others  develop  similar
technologies.

Regulation of our business

We do not currently face direct  regulation by any  governmental  agency,  other
than laws and regulations generally applicable to businesses.

Due to the increasing  popularity and use of the Internet, it is possible that a
number  of laws  and  regulations  may be  adopted  in the U.S and  abroad  with
particular  applicability to the Internet.  It is possible that governments will
enact  legislation  that may be  applicable  to us in areas  including  content,
network  security,  encryption  and  the use of key  escrow,  data  and  privacy
protection,  electronic  authentication  or  "digital"  signatures,  illegal and
harmful content,  access charges and retransmission  activities.  Moreover,  the
applicability  to the  Internet  of existing  laws  governing  issues  including
property  ownership,  content,  taxation,  defamation  and  personal  privacy is
uncertain.

The majority of laws that  currently  regulate the Internet were adopted  before
the widespread use and  commercialization  of the Internet and, as a result,  do
not  contemplate  or  address  the unique  issues of the  Internet  and  related
technologies.  Any export or import restrictions,  new legislation or regulation
governmental  enforcement  of existing  regulations  may limit the growth of the
Internet,  increase our cost of doing  business or increase our legal  exposure.
Any of these  factors  could have a  material  adverse  effect on our  business,
financial condition and results of operations.

Violations  of local  laws  may be  alleged  or  charged  by  state  or  foreign
governments  and we may  unintentionally  violate local laws.  Local laws may be
modified,  or new laws enacted,  in the future.  Any of these developments could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.

Employees

As of the date of this prospectus,  we have one full time employee. From time to
time,  we  will  employ  additional  independent   contractors  to  support  our
development,   technical,   marketing,   sales,   support   and   administrative
organizations.  Competition for qualified  personnel in the industry in which we
compete is intense.  We believe  that our future  success will depend in part on
our  continued  ability  to  attract,  hire  or  acquire  and  retain  qualified
employees.

                                       25
<PAGE>

Properties

We have our corporate headquarters in Atlanta, Georgia. Substantially all of our
operating activities are conducted from 400 square feet of office space provided
by our president at no charge. We believe that additional space will be required
as our business expands and believe that we can obtain suitable space as needed.
We do not own any real estate.

Legal proceedings

We are not  currently  involved  in any  legal  or  regulatory  proceedings  or,
arbitration.  However,  our business  involves  substantial  risks of liability,
including possible exposure to liability under federal,  state and international
laws in connection  with the gathering and use of  information  about our users,
infringing the proprietary  rights of others and possible  liability for product
defects, errors or malfunctions.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of operations

We began  implementing  phases of our  business  plan in July 2000.  Our plan of
operations  for the  twelve  months  following  the  date  of this  registration
statement  is to  complete  the  following  objectives  within  the time  period
specified, subject to the sale of the maximum number of shares offered:

o     Complete development of our web site to market our services.

      We have  purchased  the domain name  http://www.JAHBholdings.com  and have
      designed  and  developed  our  initial web site.  Our web site  presents a
      variety of  information  that we  believe  will be of  interest  to future
      customers,   including:   information  about  the  services  we  offer,  a
      description  and  background  of  our  company,  news  relating  to us and
      information  on  how  to  contact  us.  We  anticipate  launching  a  more
      comprehensive  site  concurrent  with the launch of our services  expected
      during the first quarter of 2001.

o     Select and license interactive video conferencing technology.

      Since July  2000,  we have been  evaluating  different  interactive  video
      conferencing  technologies  available for licensing and branding. To date,

                                       26
<PAGE>

      we have not licensed any  technology.  We believe we will be in a position
      to select and license a technology  platform  during the fourth quarter of
      2000.

o     Customize interactive video conferencing technology.

      Since  July 2000,  we have been  identifying  and  meeting  with  software
      developer  contractors that could help us customize any interactive  video
      conferencing  technology  that  we may  license  and  that  could  help us
      integrate with payment processing systems. We plan to continue to identify
      suitable  prospects  so that we have a wide  range to select  from when we
      need them. We believe we will be in a position to select contract software
      developers once we identify and license an interactive video  conferencing
      technology  platform  during the fourth  quarter of 2000. To date, we have
      not engaged any software development services.

o     Create a cost-effective and internet-based marketing campaign.

      During the fourth  quarter of 2000, we intend to engage  professionals  to
      assist us in designing an efficient and  economical  sales,  marketing and
      public relations campaign. We anticipate that the initial campaign will be
      completed in the beginning of the first quarter of 2001.

o     Build an internal administrative and managerial organization.

      During the next six  months,  we plan to  identify,  interview  and engage
      part-time and contract  personnel to assist us in overseeing  all areas of
      our operations.

o     Deploy and market interactive video conferencing technology.

      We anticipate that we will be positioned to begin offering our services by
      the end of the first quarter of 2001.

Our  actual  expenditures  and  business  plan  may  differ  from  this  plan of
operations.  Our board of directors  may decide not to pursue this plan,  or may
decide  to  modify  it based on new  information  or  limits  in the  amount  of
available financing.

Our actual results and our actual plan of operations may differ  materially from
what is stated above.  Factors which may cause our actual  results or our actual
plan of operations to vary include,  among other things,  decisions of our board
of  directors  not  to  pursue  a  specific   course  of  action  based  on  its
re-assessment  of the  facts or new  facts,  changes  in the  interactive  video
conferencing  business or general  economic  conditions  and those other factors
identified in this prospectus.

Revenues

We have not  generated  any  revenues  yet.  We intend to  generate  revenue  by
offering  a  range  of  services  to  deliver   interactive  video  conferencing
solutions.  We intend to bill the majority of our customers by the minute, based
on the time they utilize our interactive video conferencing systems.

Cost of revenues

As we grow, our operating expenses will increase in connection with:

o     technology licensing and customization;
o     publicity;
o     sales and marketing;
o     web site development; and
o     general and administrative needs to support our growth.

Publicity  expenses will consist  primarily of compensation  for publicists that
would provide us with  creative  writing,  editorial  contacts and the skills to
pitch our story to the media. We expect to significantly  increase our publicist
expenses in absolute  dollars as we launch our service.  Some of these  expenses
may be paid through the issuance of shares.

                                       27
<PAGE>

Sales and marketing  expenses  consist  primarily of compensation  for sales and
marketing  agents,  travel,  public  relations,   sales  and  other  promotional
materials,  trade shows,  advertising and other sales and marketing programs. We
expect to  continue  to increase  our sales and  marketing  expenses in absolute
dollars  in  future  periods  to  promote  our  brand,  to pursue  our  business
development  strategy and to increase the size of our sales force. Some of these
expenses may be paid through the issuance of shares.

General and  administrative  expenses  consist  primarily  of  compensation  for
personnel and fees for outside professional advisors. We expect that general and
administrative  expenses will continue to increase in absolute dollars in future
periods as we continue to add staff and  infrastructure  to support our expected
domestic  and  international  business  growth  and bear the  increased  expense
associated  with  being a public  company.  Some of these  expenses  may be paid
through the issuance of shares.

We anticipate  that we will incur net losses at least until the end of 2003. The
extent of these losses will be contingent, in part, on the amount of net revenue
generated from customers. It is possible that our operating losses will increase
in the future and that we will never achieve or sustain profitability.

Limited operating history

Our limited  operating  history makes predicting  future operating  results very
difficult.  We believe that you should not rely on our current operating results
to predict our future  performance.  You must consider our prospects in light of
the risks, expenses and difficulties encountered by companies in new and rapidly
evolving  markets.  We may not be  successful  in  addressing  these  risks  and
difficulties.

Our fiscal year ends December 31.

Results of operations

For the  period  January  5,  1999 to June 30,  2000,  we did not  generate  any
operating revenues and incurred a cumulative net loss of approximately  $10,915.
Our operating  expenses consist of  organizational  costs including  accounting,
incorporation and state fees.

The results of  operations  for the period  January 5, 1999 to June 30, 2000 are
not  necessarily  indicative of the results for any future  interim  period.  We
expect to expand our business and client base, which will require us to increase
the number of technical,  sales and marketing agents and to develop our web site
and purchase equipment, which will result in increasing expenses.

Liquidity and capital resources

Our  operating  and  capital  requirements  have  exceeded  our cash  flow  from
operations as we have been building our business.  Since inception, we used cash
of  approximately  $415 for operating and investing  activities,  which has been
primarily funded by $100,000 in capital contributions from our shareholders.  At
October 3, 2000 we had $95,188 in cash.

                                       28
<PAGE>

We expect to make  expenditures  of at least  $200,000  during the twelve months
following the closing of this offering.  These funds will be used to license and
customize software, continue web site development, begin sales and marketing and
for general working capital.

We have an accumulated  deficit,  and we expect to have negative working capital
for at least  until the end of 2003.  Accordingly,  our ability to continue as a
going concern is dependent upon obtaining  additional  capital and financing for
our planned operations.

If we are  successful  in selling at least  400,000 of the shares  offered,  the
$200,000 of proceeds generated will be sufficient to maintain our operations for
at least 12 months after completion of the offering. If contractors accept stock
for their  services  then we might be able to reduce our cash  requirements.  As
many as half of the 2,000,000  shares offered may be issued for services.  If we
are unable to raise these funds we will not remain as a viable going concern and
investors may lose their entire investment.

As a  result  of our  limited  operating  history,  we have  limited  meaningful
historical  financial  data  upon  which  to base  planned  operating  expenses.
Accordingly,  our anticipated  expense levels in the future are based in part on
our expectations as to future revenue.  We expect that these expense levels will
become, to a large extent,  fixed. Revenues and operating results generally will
depend on the volume of, timing of and ability to complete  transactions,  which
are difficult to forecast.  In addition,  there can be no assurance that we will
be able to  accurately  predict our net  revenue,  particularly  in light of the
intense competition for Internet  professional  services,  our limited operating
history and the uncertainty as to the broad  acceptance of the web and Internet.
We may be unable to adjust  spending in a timely  manner to  compensate  for any
unexpected revenue shortfall or other unanticipated changes in our industry. Any
failure by us to  accurately  make  predictions  would  have a material  adverse
effect on our business, results of operations and financial condition

Material agreements

To date, we have not entered into any arrangements  with  independent  agents to
provide technology development, sales or marketing, or with any customers.

In July  2000,  we  entered  into a  one-year  employment  agreement  with  Joel
Arberman,  who will be compensated at the rate of $60,000 per year.  However, no
compensation  shall be paid until we issue at least $500,000 of our shares,  for
cash or services,  or when client  revenues are  sufficient to provide a full or
partial salary.

WHERE YOU CAN FIND MORE INFORMATION?

We have  not  been  subject  to the  reporting  requirements  of the  Securities
Exchange Act of 1934,  prior to completion of this offering.  We have filed with
the SEC a registration  statement on Form SB-2 to register the offer and sale of
the shares.  This  prospectus is part of that  registration  statement,  and, as
permitted by the SEC's  rules,  does not contain all of the  information  in the
registration  statement.  For  further  information  with  respect to us and the

                                       29
<PAGE>

shares  offered  under  this  prospectus,  you  may  refer  to the  registration
statement and to the exhibits and schedules filed as a part of the  registration
statement.  You can review  the  registration  statement  and our  exhibits  and
schedules at the public  reference  facility  maintained by the SEC at Judiciary
Plaza,  Room 1024,  450 Fifth Street,  N.W.,  Washington,  D.C. 20549 and at the
regional  offices of the SEC at 7 World Trade Center,  Suite 1300, New York, New
York 10048 and Citicorp  Center,  Suite 1400, 500 West Madison Street,  Chicago,
Illinois 60661..  Please call the SEC at 1-800-SEC-0330 for further  information
on the public  reference  room.  The  registration  statement is also  available
electronically on the world wide web at http://www.sec.gov.

You can also call us at  770-552-5096,  write us at 8384 Roswell Road,  Suite K,
Atlanta  Georgia  30350 or email us at  [email protected]  any time with any
questions  you may have.  We would be pleased to speak with you about any aspect
of this offering.




                                       30
<PAGE>



                              JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                                TABLE OF CONTENTS

Financial Statements as of and for the period January 5, 1999 (date of
    incorporation) to December 31, 1999:

    Independent Auditors' Report              F-2

    Balance Sheet                             F-3

    Statement of Operations                   F-4

    Statement of Stockholders' Deficit        F-5

    Statement of Cash Flows                   F-6

    Notes to Financial Statements             F-7


Unaudited  Financial  Statements for the three and six month ended June 30, 2000
    and the period January 5, 1999 (date of incorporation) to June 30, 1999
    and 2000:


    Balance Sheet                             F-9

    Statement of Operations                   F-10

    Statement of Stockholders' Deficit        F-11

    Statement of Cash Flows                   F-12

    Notes to Financial Statements             F-13










                                       F-1

                                       31
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Directors of JAHB Holdings, Inc.:

We have audited the  accompanying  balance  sheet of JAHB  Holdings,  Inc.  (the
"Company"),  a development  stage  enterprise,  as of December 31, 1999, and the
related statements of operations,  stockholders'  deficit and cash flows for the
period  January 5, 1999  (date of  incorporation)  to  December  31,1999.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company as of December 31,
1999,  and the  results  of its  operations  and its cash  flows for the  period
January 5, 1999 (date of  incorporation) to 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 discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant  amount of capital to commence its planned principal  operations and
proceed with its business plan. As of the date of these financial statements, no
significant  capital has been raised, and as such there is no assurance that the
Company  will be  successful  in its efforts to raise the  necessary  capital to
commence its planned  principal  operations  and/or implement its business plan.
These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans in regard to this matter are described in
Note B. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.

                                          Kingery, Crouse & Hohl, P.A.

August 18, 2000 (except for Note F as to which the date is  September  21, 2000)
Tampa, FL

                                       F-2




                                       32
<PAGE>




                               JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                      BALANCE SHEET AS OF DECEMBER 31, 1999

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

ASSETS

    Cash and cash equivalents                                 $          0
                                                              =============


LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES - Due to affiliate                                $        279
                                                              -------------

STOCKHOLDERS' DEFICIT:
    Common stock - $.001 par value - 20,000,000 shares
        authorized; 10,500,000 shares issued and outstanding        10,500
    Deficit accumulated during the development stage               (10,779)
                                                              -------------

         Total stockholders' deficit                                  (279)
                                                              -------------

TOTAL                                                         $          0
                                                              =============








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


See notes to financial statements

                                       F-3




                                       33
<PAGE>




                               JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                              STATEMENT OF OPERATIONS
               for the period January 5, 1999 (date of incorporation)
                              to December 31, 1999

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

EXPENSES:

   Consulting fees - related party                          $     10,500
   Organization costs                                                279
                                                            -------------

NET LOSS                                                    $     10,779
                                                            =============

NET LOSS PER SHARE:
   Basic and diluted                                        $       0.00
                                                            =============
   Weighted average number of shares - basic and diluted      10,500,000
                                                            =============

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

See notes to financial statements

                                       F-4




                                       34
<PAGE>




                               JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                         STATEMENT OF STOCKHOLDERS' DEFICIT
               for the period January 5, 1999 (date of incorporation)
                              to December 31, 1999

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

                                                         Deficit
                                                         Accumulated
                                                         During the
                                Common Stock             Development
                             Shares       Par Value      Stage            Total
                             -----------  ------------   ------------ ----------

Balances, January 5, 1999
  (date of incorporation)             0   $         0    $         0  $       0

Issuance of common stock     10,500,000        10,500                    10,500

Net loss for the period,
  January 5, 1999 (date
  of incorporation) to
  December 31, 1999                                          (10,779)   (10,779)
                             -----------  ------------   ------------ ----------

Balances, December  31, 1999 10,500,000   $    10,500    $   (10,779) $    (279)
                             ===========  ============   ============ ==========

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



See notes to financial statements


                                       F-5




                                       35
<PAGE>




                               JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                              STATEMENT OF CASH FLOWS
               for the period January 5, 1999 (date of incorporation)
                              to December 31, 1999

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


CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                    $  (10,779)
Adjustment to reconcile net loss to net cash used by
   operating activities - issuance of stock for services           10,500
                                                               ------------
NET CASH USED BY OPERATING ACTIVITIES                                (279)

CASH FLOWS FROM FINANCING ACTIVITIES -
   Increase in due to affiliate                                       279
                                                               ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                               0

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          0
                                                               ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                       $        0
                                                               ============
      Interest paid                                            $        0
                                                               ============
      Taxes paid                                               $        0
                                                               ============

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



See notes to financial statements

                                       F-6




                                       36
<PAGE>




                               JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS

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


NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

JAHB Holdings, Inc. (the "Company") was incorporated under the laws of the state
of Delaware on January 5, 1999.  The Company,  which is  considered to be in the
development stage as defined in Financial  Accounting  Standards Board Statement
No. 7, intends to provide interactive video conferencing  software and services.
The planned  principal  operations of the Company have not commenced;  therefore
accounting policies and procedures have not yet been established.

Use of Estimates

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

NOTE B - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the normal  course of business.  The Company has an  accumulated
deficit  of  approximately  $10,779  through  December  31,  1999,   anticipates
incurring  net  losses  for at least  the  next two  years  and will  require  a
significant  amount of capital to commence its planned principal  operations and
proceed with its business plan.  Accordingly,  the Company's ability to continue
as a going concern is dependent upon its ability to secure an adequate amount of
capital to  finance  its  planned  principal  operations  and/or  implement  its
business plan. The Company's plans include a public offering of its common stock
(see Note F) however there is no assurance that they will be successful in their
efforts to raise  capital.  These factors,  among others,  may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

                                       F-7

                                       37
<PAGE>

NOTE C - RELATED PARTY TRANSACTIONS

On the date of  incorporation,  10,500,000  shares of the Company's common stock
were  issued to the  Company's  president  and/or  certain of his  relatives  as
consideration  for certain  consulting  services.  The value of these  services,
which was based on the number, and fair value of shares issued (as determined by
the Company's Board of Directors),  has been reflected as consulting services in
the accompanying statement of operations.

Other than the amounts  discussed in the  preceding  paragraph,  no amounts have
been ascribed to services  provided by the Company's  stockholders  and officer,
and the use of a  portion  of the  president's  home for  office  space,  in the
accompanying  statement  of  operations  because the value of such  services and
office space were not considered significant..

At December  31,  1999,  the  Company  has an  informal  line of credit with its
president.  Advances under this  arrangement  accrue interest at a fixed rate of
6%, are  unsecured  and have no  specified  repayment  terms.  During the period
January 5, 1999 (date of  incorporation)  to  December  31,  1999,  the  Company
borrowed  $279 under this  arrangement  of which $279  remained  outstanding  at
December 31, 1999. Interest has not been paid or accrued as of or for the period
January 5, 1999 (date of  incorporation)  to December  31,  1999  because of its
insignificance.

NOTE D - INCOME TAXES

During the period January 5, 1999 (date of  incorporation) to December 31, 1999,
the Company recognized losses for both financial and tax reporting purposes.  As
such,  no  deferred  income  taxes have been  provided  for in the  accompanying
statement of operations

At December 31,  1999,  the Company had a net  operating  loss  carryforward  of
approximately  $279 for income tax purposes.  The carryforward will be available
to offset future  taxable  income  through the year ended December 31, 2019. The
deferred  income tax asset arising from this net operating loss  carryforward is
not recorded in the accompanying balance sheet because the Company established a
valuation allowance to fully reserve such asset, as its realization did not meet
the required asset recognition standard established by SFAS 109

NOTE E - LOSS PER SHARE

The  Company  computes  net  loss per  share in  accordance  with  SFAS No.  128
"Earnings per Share" ("SFAS No. 128") and SEC Staff  Accounting  Bulletin No. 98
("SAB 98").  Under the provisions of SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common  stockholders for
the period by the weighted  average number of common shares  outstanding  during
the period.  Diluted net loss per share is computed by dividing the net loss for
the  period by the number of common and  common  equivalent  shares  outstanding
during the  period.  As of  December  31,  1999 there were no common  equivalent
shares outstanding; accordingly, diluted net loss per share is the same as basic
net loss per share.

NOTE F - SUBSEQUENT EVENTS

Proposed Common Stock Offering

On August 25, 200, the Company filed a  registration  statement  with the SEC to
sell up to 2,000,000  shares of the  Company's  common stock at $0.50 per share.
The offering will be on a best-efforts, no minimum basis. As such, there will be
no escrow of any of the  proceeds of the  offering and the Company will have the
immediate use of such funds to finance its operations.

Capital Contribution

On August 25, 2000, the Company  received a $100,000 capital  contribution  from
its stockholders.

                                       F-8




                                       38
<PAGE>




                               JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                        BALANCE SHEET AS OF JUNE 30, 2000
                                   (unaudited)

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


     ASSETS

     Cash and cash equivalents                                 $           0

                                                                  ------------
     TOTAL                                                     $           0
                                                                  ============


     LIABILITIES AND STOCKHOLDERS' DEFICIT

        LIABILITIES - Due to affiliate                         $        415
                                                                  ------------

         STOCKHOLDERS' DEFICIT:
           Common stock - $.001 par value: 20,000,000 shares
              authorized; 10,500,000 shares issued
              and outstanding                                         10,500
           Deficit accumulated during the development stage          (10,915)
                                                                  ------------
           Total stockholders' Deficit                                  (415)
                                                                  ------------
     TOTAL                                                     $           0
                                                                  ============


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

     SEE NOTES TO FINANCIAL STATEMENTS.

                                       F-9




                                       39
<PAGE>





                                    JAHB Holdings, Inc.
                              (A Development Stage Enterprise)

                                  STATEMENTS OF OPERATIONS
                                        (Unaudited)

    ----------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                          Period       Period
                                              Six       January 5,   January 5,
                                   Three      Months       1999         1999
                                   Months     Ended      (date of     (date of
                                   Ended      June     incorporation) incorporation)
                                   June 30,   30,         to June      to June
                                   2000       2000       30, 1999      30, 2000
                                   ---------- --------- ------------ ------------
<S>                               <C>        <C>        <C>          <C>

     EXPENSES:

       Consulting fees - related     $     -   $    -   $    10,500   $   10,500
       party
       Organization costs                 51       136          279          415

                                     --------  --------- ------------ ----------
     NET LOSS                        $    51   $   136  $    10,779   $   10,915
                                     ========  ========= ============ ==========

     NET LOSS PER SHARE              $     -   $     -  $        -    $       -
                                     ========  ========= ============ ==========

       WEIGHTED AVERAGE NUMBER OF            0
       SHARES OUTSTANDING - BASIC
       AND DILUTED                  10,500,00 10,500,000 10,500,000   10,500,000
                                    ========= ========== ===========  ==========

</TABLE>

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

     SEE NOTES TO FINANCIAL STATEMENTS.

                                      F-10




                                       40
<PAGE>





                               JAHB Holdings, Inc.
                       (A Development Stage Enterprise)

                      STATEMENT OF STOCKHOLDERS' DEFICIT
                    For the six months ended June 30, 2000
                                  (Unaudited)

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


                                                       Deficit
                                                       Accumulated
                                                       During the
                                 Common Stock          Development
                              Shares       Value       Stage            Total
                             ---------    --------     -----------   -----------

Balances, December 31, 1999  10,500,000   $10,500    $   (10,779)  $     (279)

Net loss for the six months
ended June 30, 2000                 -           -           (136)        (136)
                             ---------    --------     -----------   -----------
Balances June 30, 2000       10,500,000   $10,500    $   (10,915)  $     (415)
                             =========    ========     ===========   ===========
-------------------------------------------------------------------------------

SEE NOTES TO FINANCIAL STATEMENTS.

                                      F-11




                                       41
<PAGE>




                               JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                    Period         Period
                                                                  January 5,     January 5,
                                         Three         Six        1999 (date     1999 (date
                                         Months       Months          of             of
                                         Ended        Ended      incorporation) incorporation)
                                        June 30,     June 30,    to June 30,     to June 30,
                                         2000          2000        1999             1999
                                       -----------   ---------   -------------  --------------
<S>                                    <C>           <C>         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                       $   (51)     $ (136)    $   (10,779)    $   (10,915)
          Adjustment to reconcile net
          loss to net cash
           used by operating
          activities:
          Common stock issued for                                      10,500          10,500
          services rendered
                                       -----------  ----------  --------------  --------------

          NET CASH USED BY OPERATING
           ACTIVITIES                        (51)       (136)           (279)           (415)
                                       -----------  ----------  --------------  --------------

 CASH FLOWS FROM FINANCING ACTIVIES -
          Increase in due to affiliate         51         136             279             415
                                       -----------  ----------  --------------  --------------

NET INCREASE IN CASH AND CASH
     EQUIVALENTS                                -           -               -               -

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

CASH AND CASH EQUIVALENTS,
     END OF PERIOD                        $     -      $    -       $       -    $          -
                                       ===========  ==========  ==============  ==============

SUPPLEMENTAL DISCLOSURES OF
     CASH FLOW INFORMATION:

         Interest paid                    $     -      $    -       $       -   $           -
                                       ===========  ==========  ==============  ==============
         Taxes paid                       $     -      $    -       $       -   $           -
                                       ===========  ==========  ==============  ==============


--------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>

                                      F-12




                                       42
<PAGE>




                               JAHB Holdings, Inc.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

JAHB Holdings,  Inc. ("we",  "us", "our") was incorporated under the laws of the
state of Delaware on January 5, 1999. We are considered to be in the development
stage as defined in Financial  Accounting  Standards  Board Statement No. 7, and
intend to provide  interactive  video  conferencing  software and services.  Our
planned principal  operations have not commenced;  therefore accounting policies
and procedures have not yet been established.

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

Our accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and the  instructions  to Form  10-QSB  and Rule 10-1 of  Regulation  S-X of the
Securities and Exchange  Commission  (the "SEC").  Accordingly,  these financial
statements  do not include all of the footnotes  required by generally  accepted
accounting principles. In the opinion of management, all adjustments (consisting
of  normal  and  recurring   adjustments)   considered   necessary  for  a  fair
presentation  have been included.  Operating results for the three and six-month
ended June 30, 2000 are not  necessarily  indicative  of the results that may be
expected for the year ended December 31, 2000.

NOTE B - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities in the normal course of business.  We have an accumulated deficit of
approximately $10,915 through June 30, 2000, anticipate incurring net losses for
at least the next two years and will require a significant  amount of capital to
commence our planned  principal  operations  and proceed with our business plan.
Accordingly,  our ability to continue as a going  concern is dependent  upon our
ability to secure an adequate amount of capital to finance our planned principal
operations  and/or  implement  our  business  plan.  Our plans  include a public
offering of its common stock (see Note F), however there is no assurance that we
will be successful in our efforts to raise capital. These factors, among others,
may  indicate  that we will be  unable  to  continue  as a going  concern  for a
reasonable period of time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be necessary  should we be unable to
continue as a going concern.

                                      F-13




                                       43
<PAGE>




NOTE C - INCOME TAXES

During the period January 5, 1999 (date of  incorporation)  to June 30, 2000, we
recognized  losses for both  financial and tax reporting  purposes.  As such, no
deferred  income taxes have been provided for in the  accompanying  statement of
operations

At June 30, 2000, we had a net operating loss carryforward of approximately $415
for income tax  purposes.  The  carryforward  will be available to offset future
taxable  income  through the year ended June 30, 2020.  The deferred  income tax
asset arising from this net operating loss  carryforward  is not recorded in the
accompanying balance sheet because we established a valuation allowance to fully
reserve  such  asset,  as its  realization  did  not  meet  the  required  asset
recognition standard established by SFAS 109

NOTE D - RELATED PARTY TRANSACTIONS

On the date of incorporation,  10,500,000 shares of our common stock were issued
to our president  and/or certain of our president's  relatives as  consideration
for certain consulting services. The value of these services, which was based on
the  number,  and fair  value of shares  issued (as  determined  by our Board of
Directors),  has been  reflected  as  consulting  services  in the  accompanying
statements of operations.

Other than the amounts  discussed in the  preceding  paragraph,  no amounts have
been ascribed to services provided by the our stockholders and officer,  and the
use of a portion of our president's  home for office space, in the  accompanying
statements  of  operations  because the value of such  services and office space
were not considered significant.

At June 30,  2000,  we have an  informal  line of  credit  with  our  president.
Advances  under  this  arrangement  accrue  interest  at a fixed rate of 6%, are
unsecured  and have no specified  repayment  terms.  During the six months ended
June 30, 2000, we borrowed $136 of which $136  remained  outstanding  as of June
30, 2000.  Interest has not been paid or accrued as of or for the period January
5, 1999 (date of incorporation) to June 30, 2000, because of its insignificance.

NOTE E - LOSS PER SHARE

We compute  net loss per share in  accordance  with SFAS No. 128  "Earnings  per
Share"  ("SFAS No.  128") and SEC Staff  Accounting  Bulletin No. 98 ("SAB 98").
Under the  provisions  of SFAS No.  128 and SAB 98,  basic net loss per share is
computed by  dividing  the net loss  available  to common  stockholders  for the
period by the weighted  average number of common shares  outstanding  during the
period.  Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares  outstanding  during
the  period.  As of June  30,  2000  there  were  no  common  equivalent  shares
outstanding,  as such, the diluted net loss per share calculation is the same as
the basic net loss per share.

NOTE F - SUBSEQUENT EVENTS

Proposed Common Stock Offering

On August 25, 200, we filed a registration  statement with the SEC to sell up to
2,000,000 shares of our common stock at $0.50 per share. The offering will be on
a best-efforts, no minimum basis. As such, there will be no escrow of any of the
proceeds of the  offering  and we will have the  immediate  use of such funds to
finance its operations.

Capital Contribution

On August  25,  2000,  we  received  a $100,000  capital  contribution  from its
stockholders.

                                      F-14




                                       44
<PAGE>




                  Part II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of directors and officers.

The  information   required  by  this  Item  is  incorporated  by  reference  to
"indemnification" in the prospectus herein on page 18.

Item 25. Other Expenses of Issuance and Distribution.
SEC Registration Fee                         $278
Blue Sky Fees and Expenses                 $6,000
Legal Fees and Expenses                   $10,000
Printing and Engraving Expenses            $2,000
Accountants' Fees and Expenses            $10,000
Miscellaneous                              $1,722
   Total                                  $30,000

The expenses, except for the SEC fees, are estimated.

Item 26. Recent sales of unregistered securities.

  The following sets forth information  relating to all previous sales of common
stock by the Registrant which sales were not registered under the Securities Act
of 1933.

On January 5, 1999, we issued  10,000,000 shares to Mrs.  Blechner,  who was our
president at the time. Mrs. Blechner subsequently  transferred all of her shares
to Joel Arberman, her husband.

On  January 5, 1999,  we also  issued  250,000  shares to Alfred  Arberman,  and
another 250,000 shares to Rachelle Arberman.

Each of the shareholders received their shares for a total of $10,500 of nominal
corporate  organization  services provided.  The purchases and sales were exempt
from  registration  under the Securities Act of 1933,  (the  "Securities  Act"),
according  to Section 4(2) on the basis that the  transaction  did not involve a
public  offering.  Each  purchaser  represented  his  intention  to acquire  the
securities for  investment  only and not with a view toward  distribution.  Each
investor was given adequate access to sufficient information about us to make an
informed  investment  decision.  None of the  securities  were sold  through  an
underwriter and accordingly, there were no underwriting discounts or commissions
involved.

Item 27. Exhibits.

The exhibits marked with an "*" have already been filed. The remaining  exhibits
are filed with this Registration Statement:

Number  Exhibit Name
3.1  Articles of Incorporation *
3.2  By-Laws *
4.1  Subscription Agreement

5.1  Opinion Regarding Legality and Consent of Counsel
10.1 Employment Agreement with Joel Arberman. *
23.1 Consent of Expert

All other  Exhibits  called for by Rule 601 of Regulation S-B are not applicable
to this filing.  Information  pertaining to our common stock is contained in our
Articles of Incorporation and By-Laws.




                                       45
<PAGE>





Item 28. Undertakings.

The undersigned registrant undertakes:

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

   To include any prospectus  required by section I 0(a)(3) of the Securities
Act of 1933;

   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)
which,  individually or in the aggregate,  represent a fundamental change in the
information in the registration statement;

   To include any material  information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
the information in the Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of 1933, 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  securities at that time shall be deemed to be the
initial bona fide offering.

(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.

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934, the undersigned  Registrant  undertakes to file with the Securities
and Exchange Commission any supplementary and periodic  information,  documents,
and reports as may be prescribed  by any rule or  regulation  of the  Commission
heretofore  or hereafter  duly adopted  pursuant to authority  conferred to that
section.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers,  and  controlling  persons of the
Registrant  pursuant  to our  certificate  of  incorporation  or  provisions  of
Delaware law, or otherwise,  the Registrant has been advised that in the opinion
of the Securities and Exchange  Commission the indemnification is against public
policy as expressed in the Act and is, therefore,  unenforceable. If a claim for
indemnification  against  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 a director,  officer or  controlling  person in connection  with the
securities being  registered,  the Registrant will, unless in the opinion of our
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether the  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of the issue.




                                       46
<PAGE>





SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  SB-2  and  has  duly  caused  this
registration  statement  to be signed on our behalf by the  undersigned,  in the
City of Atlanta, State of Georgia, on October 9, 2000.

(Registrant)  JAHB Holdings, Inc.

By (signature and title)      /s/ Joel Arberman
                        president, treasurer, chief executive officer,
                        secretary,  chairman of the board, chief
                        accounting officer and director









                                       47
<PAGE>






      As filed with the SEC on October 9, 2000 SEC Registration No.333-44586

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                             REGISTRATION STATEMENT

                                  ON FORM SB-2

                                      UNDER

                           THE SECURITIES ACT OF 1933

                               JAHB Holdings, Inc.

(Consecutively numbered pages 48 through 53 of this Registration Statement)











                                       48
<PAGE>





                   INDEX TO EXHIBITS

   SEC REFERENCE  TITLE OF DOCUMENT LOCATION

   NUMBER

   3.1   Articles of Incorporation        Previous Filing

   3.2   Bylaws                           Previous Filing

   4.1   Subscription Agreement           Previous Filing

   5.1   Opinion and Consent of           This Filing
          Thomas P. McNamara, P.A          Page 51

   10.1  Employment Agreement
          for Joel Arberman               Previous Filing

   23    Consent of Kingery,              This Filing
         Crouse & Hohl, P.A.               Page 53












                                       49
<PAGE>




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