BUSINES by Levone


									                                        BUSINESS PLAN


The Company’s objective is to become a leading, full-service provider of integrated Internet web
site development, hosting, maintenance and e-commerce services to businesses, primarily in the
New York City metropolitan area. To take full advantage of burgeoning Internet opportunities,
businesses will continuously need to augment their web presence with a variety of enhanced
services and applications. Advanced Internet access and web site platforms will allow clients to
more efficiently communicate internal and external corporate information, increase productivity,
automate back-office operations to reduce operating costs, expand and enhance their distribution
channels, reach additional consumers and increase marketing efforts to include transaction
processing over the Internet. Charges for website development, website hosting and maintenance
are the Company’s primary revenue.

          The Company will further become a force in e-commerce through joint ventures, equity
participation and revenue sharing. By reason of our close association with our clients, reciprocal
arrangements wherein the Company will offer to provide website design, hosting and
maintenance (or other consideration) in exchange for an equity interest in, or a share of revenues
from websites that the Company believes offer unique content and exceptional growth. Benefits
from these arrangements accrue not only to the Company but also to the client. By reducing the
necessity for the client to expend precious cash for website maintenance, hosting, marketing and
management especially during the start up phase, the Company is in a unique position to gain
preferred access to advantageous e-commerce relationships. The Company, by nature of our close
consultative association with the client’s principals, is privy to the client’s current and future
business plans, thereby positioning itself to select only those partnerships with the greatest
           Clients are extraordinarily amenable to the above arrangements in light of the
Company’s patent expertise in e-commerce design and e-business operation. The current
understanding among e-retailers is that to venture into significant web commerce without a
suitable partner, experienced in the vagaries of the virtual marketplace is folly. Recent high
profile cases highlight the need for all the elements to be in place if a site is to be able to handle
exponential volume surges characteristic of this type of endeavor. Counsel, of the kind we can
offer, is the best insurance against catastrophic crashes and the attendant negative publicity that
follows. Clients understand that they need our help in the short and long terms and are willing to
enter into partnerships to secure it.

Web Site Development and E-Commerce Internet Solutions

        The Company’s Market
        The Company offers web site development services and e-commerce solutions to
businesses and regional divisions or units of organizations that wish to sponsor their own
websites or require Internet presences separate from their parent organizations.

       The Company’s primary target market is the massive New York City metropolitan region
              The area is host to tremendous business diversity. From smaller businesses with
              big plans to multi-national giants in every imaginable industry, no other market
              has the incredible potential of this region.
        1.      Only a small percentage of all businesses currently use the Internet, but this
                percentage is growing rapidly. Morgan Stanley Dean Witter, in an Internet Data
                Services Report dated August 1, 1999 (the “Internet Report”) reports that only
                10% of small businesses and 50% of medium-sized businesses have an active
                web site. The Internet Report estimates that these percentages will grow to 70%
                of small businesses and 95% of medium-sized businesses by 2004. The Internet
                Report also estimates that total web site hosting revenues will increase from $1.2
                billion in 1998 to more than $11.5 billion by 2004.

        2.      The sheer number of potential customers in the New York City metropolitan
                region is an obvious advantage. The United States Small Business
                Administration reports that in 1997 New York State had more than 446,000
                businesses, of which 99% were small businesses. The New York City Economic
                Development Corporation reports that New York City alone has more than
                200,000 companies.

        3.      These target businesses have rapidly expanding Internet needs, but typically lack
                technical expertise, information technology resources, capital, personnel and the
                ability to bear the time-to-market and operational risks related to installing,
                maintaining and monitoring web servers and Internet access. Because it is
                difficult and expensive to manage and integrate the products and services of
                multiple vendors, these businesses increasingly seek “one-stop” service for
                Internet solutions. The Company is perfectly positioned to exploit this market.

        Customer Service Strategy
        By combining an integrated group of customized products and services with hands-on
personal service, the Company believes that it creates a competitive advantage. Large enough to
tackle any project, small enough to be responsive to a market in flux, we are unique. The
Company far exceeds the competition in the following areas:

        1.      Superior customer service: The Company emphasizes highly personalized,
                responsive and timely support of customers, including research at a client’s site
                during design and implementation phases as appropriate. The Company provides
                all appropriate services, including advertising and public relations consulting,
                assistance, website promotion, strategic planning, design consulting and
                operational support for e-commerce.

         Entrepreneurial spirit: The Company provides its employees and
           associated independent contractors, with a challenging work environment
           that fosters independence, innovation and a strategic focus on serving
           customers’ needs. Team building is enhanced by the fact that everyone
           works together at our newly renovated facility. Since all work is generated
           in here, without the usual outsourcing that is common to most web design
           firms, everyone has an intellectual as well as a financial investment in the
           final product. The Company’s management philosophy engenders
           creativity and collaboration.
              Technical competence: The Company team includes highly-skilled technical
                personnel who have expertise in a wide range of Internet-related technologies,
                including applications programming, networking, graphics and design,
                encryption and security systems. Following this Offering, the Company will
                seek to attract additional talent as needed through a combination of challenging
                and interesting work, market rate salaries and competitive benefits, including a
                stock incentive plan.

         The Company believes that its businesses generally seek service providers that offer
experienced local personnel who are readily available to provide personalized, on-site technical
assistance and who can help customers implement cost-effective, efficient and profitable use of
the Internet.

        Vertically Integrated Internet Solutions
        The Company’s combination of products and services creates a significant competitive
        advantage because competitors do not offer a comparable range of products and services.

        The Company’s integrated products and services include:

         Initial consulting: The Company first meets with customers to help them define
           their Internet objectives. A customer may want to get information from the
           Internet or make information available on a proprietary web site. The Company
           helps customers identify opportunities and develop strategies to maximize
           the benefits of the Internet.

              Web site development: The Company’s design consultants understand the
                difference between advertising on the Internet and on the printed page, and
                develop innovative and informative solutions that take advantage of the Internet’s
                interactive format. The latest innovations, including shockwave technology are
                developed in-house.

                        The Company develops products ranging from solely informational
                websites to sophisticated, interactive web sites with the potential to act as stand
                alone businesses. The Company has provided web development services to a
                wide range of businesses. These are just a few:

                *       EZPetshop.com, Inc., a full service online pet products and information
                        seller based in Queens, New York (www.ezpetshop.com)

                *       Interoute Telecommunications, Inc., a European communications
                        company with offices in New York City (www.interouteusa.com)

                *       Telx Communications Corp., located in New York City, a joint venture
                        partner of Qwest Communications (www.phonecardhouse.com).
                        Additional sites and e-commerce opportunities are available to the
                        Company with this firm.

                *       Pindar Vineyards and Duck Walk Vineyards, wineries located on Long
                        Island, New York (www.duckwalk.com) ( www.pindar.net )
       *       Link2Linux.com, a business to business/web developer site with links to
               the latest news and downloads about this exciting new operating system.

       *       Asset Management & Capital Co., Inc., located on Long Island, New
               York, an on-line provider of financial management and insurance
               information (www.insure-vest.com)

       *       Freedom Rock Partners, Inc., a Long Island company that is currently
               developing an online shopping mall with special incentives
               (www.shopmama.com). Several other projects are in development with
               this firm.

       *       Micro Network Systems, Inc., the Long Island-based Document Imaging
               Department of Eastman Kodak (www.paperfreedom.com)

     Installation and web site hosting: The Company installs and maintains web sites
       on its servers. Based on a customer’s preference, the Company will provide the
       economy of shared servers or the additional security of dedicated servers.

 Promotional instruction and strategies: In addition to technical expertise and
   support, the Company offers strategies to maximize the benefits of the Internet.
   This service includes marketing and product support planning, instruction on
   uses of the Internet and continuing updates on developments and changes in e-

     E-commerce services and support: Commercial activities on the Internet have
       become commonplace. The Company provides a wide range of applications that
       support the transaction of business and revenue-generating activities on the
       Internet, including security systems to protect order transmission, credit card
       verification and payment processing, order tracking and system interfaces with
       back-office operating systems.

     Advertising and marketing support: The Company assists customers in
       implementing their advertising by identifying suitable Internet advertising sites
       (based on the demographics of the target group or other criteria) and purchasing
       Internet advertising as an agent for its customers. In addition, when the
       Company identifies advertising opportunities on the Internet that are suitable for
       its customers, it will purchase advertising space as a principal and offer it (at a
       mark-up) to its customers. Additionally the Company has begun to form strategic
       alliances with traditional ad agencies that need assistance in meeting their client’s
       interactive needs.

 Dial-up access: The Company provides dial-up Internet access and
   communications software, including electronic mail. This service is especially
   valuable in maintaining control of a customer’s entire digital media budget.

Current Web Site Development Projects
         The Company currently has approximately sixteen website development projects in
process that represent approximately $ 473,000.00 in development fees and $263,000 in
advertising income. In addition, the Company expects to realize ongoing web site hosting and
maintenance fees from these projects in the future. Some of these projects are for customers who
have committed to new or additional web sites or enhancements to existing web sites. As these
are projects currently in development, more information will be available upon request. Here are
just a few of the things we’re working on:

        1. a site for a customer that plans to present a live webcast of the excavation and
            salvage of a four-masted barque that sunk off the coast of New Jersey in 1901
        2. a hands off, self managing site offering pre-paid phone time
        3. a massive online shopping portal offering links to thousands of retailers
        4. an informational and commercial consumer site with a Latino accent,
        5. a site for an investment banking firm seeking national market share
        6. Ad agency sites that evidence our acceptance in the traditional advertising
        7. an e-zine site to be accessed by cruise line patrons worldwide
        8. an information and reference site to the newly formed Linux community worldwide.
        9. the development of e-commerce capabilities for Denny's Restaurants’ existing web
            site. We have already conducted a very successful web gift certificate campaign for
            this firm and they are very excited about working with us.
        10. a site offering sports memorabilia with a unique twist

         E-Commerce Support Services
         Internet access services have become highly competitive and price sensitive, and the
Company believes that developing web sites that support e-commerce will generate more
significant revenue growth and profitability for the Company in the future. For this reason,
although the Company continues to provide Internet dial-up access services as a part of its
integrated offerings, it has ceased marketing dial-up services as a stand-alone service. At the
same time, the Company has increased its marketing of e-commerce support services.

         The Company has developed Internet software applications and tools to assist customers
in advertising, marketing and supporting products over the Internet. These products can be
tailored to customers’ needs. E-commerce requires, among other things:

        1.      Encryption and security: The issue of privacy is of particular importance to
                Internet users. Many consumers are reluctant to engage in transactions on the
                Internet because they do not want to release personal, financial and credit
                information and credit card account numbers onto the Internet. Encryption
                programs respond to this concern by scrambling the data before it is sent and
                assigning the data a “key” that permits a recipient’s encryption program to
                unscramble the information when received. If for any reason a transmission is
                improperly intercepted in transit, without the appropriate key, the information is
                indecipherable and useless. The Company has developed encryption programs to
                protect information stored on its servers and uses third-party programs that are
                designed to protect its customers and their retail customers from unauthorized
                discovery of personal information, including credit card numbers.

        2.      Payment processing: The Company develops custom programs to handle the
                processing of payments from the time an order is placed until products are
                delivered and, thereafter, through any service or follow-up activities. For
                example, the Company develops custom “shopping carts,” which permit
                consumers to collect and review selected items from a web site and then add to
                and subtract from the “shopping cart” before placing an order. The Company has
                also developed software that notifies the customer when an order is placed. The
                Company's “shopping carts” are compatible with third-party software that
                processes credit card payments, including Cybercash, Paymentech and

              Systems integration: The Company also provides full integration between its
                web sites and existing systems. Customers are able to automatically transfer
                Internet-based transaction information into back office systems, including
                accounts receivable processing systems, inventory control systems, and bank
                account reconciliation programs.

         Strategic Relationships
         The Company seeks to develop relationships with businesses that may be in a position to
refer or introduce web site development customers to the Company. For example, the Company
is currently seeking business relationships with advertising companies that service the same
regional market as the Company. Several regional advertising agencies currently retain the
Company to develop for certain of their clients the Internet-based components of multimedia
advertising campaigns. These agencies include: Lowe, Lintas, New York, NY; Kopf Zimmerman
Schultheis, Hauppauge, NY; Elser & Aucone Advertising, New York, NY; Miller Marketing,
Coram, N.Y., Christopher Thomas Associates, located throughout the Northeast, and Ad
Dimensions, Freeport, N.Y. and others. Although there are no formal agreements that require
these advertising agencies to direct business to the Company in the future, the Company expects
to have additional opportunities in the future to develop Internet solutions for a diverse group of
these agencies’ clients. Because we are in a position to channel our own client advertising to
these agencies, reciprocity should be easily forthcoming. Through such relationships, the
Company seeks to build name recognition within the advertising industry and gain access to a
broad potential customer base without the attendant marketing and advertising expense that
would otherwise be required.

        The Company also believes that it will continue to attract customers through
recommendations and referrals by developing recognition as the expert in various industries. For
example, the Company has developed specific expertise in web sites for telecommunications
companies, including Interoute Telecommunications, Inc.; Telx Communications Corp.; and RSL
Com PrimeCall, Inc.; and seeks to increase the number of its telecommunications customers
through recommendations and referrals. However, there is no assurance that the Company will
be successful in forging relationships with other advertising agencies, telecommunications
companies or in other industries or that such arrangements will result in significant revenues to
the Company.

        Direct E-Commerce Activities

         In addition to supporting the e-commerce activities of its customers, the Company seeks
to enter into certain direct e-commerce activities.

        Joint Ventures and Revenue Sharing Arrangements
         The Company seeks to increase revenues through direct participation in e-commerce.
The Company will seek to identify wholesale or retail businesses whose products and services
could be successfully marketed over the Internet and enter into joint ventures, with respect to
which the Company would participate in revenue sharing or similar low risk arrangements,
pursuant to which the Company would develop e-commerce web sites and provide web hosting,
promotional and marketing consulting and other services and the other party would provide
marketing, product inventory and distribution. In especially successful ventures the Company
would consider direct equity participation at the appropriate time.
         The following firms have expressed interest in participation in one or more of these
arrangements with the Company:
         A site that includes a unique retail environment for items related to child safety.
Innovative, proprietary products are offered in a low key consultative manner combined with
forums on child safety issues, advice, missing child postings and alliances with other safety
retailers and national associations.
         Will build repeat traffic to this sports memorabilia retailer by providing live chats with
sports stars, past and present. This site speaks to the interests of serious sports fans nationwide.
         The ultimate shopping experience with a Latin flavor. This huge shopping database is
designed to attract an upscale Spanish-speaking clientele. Shoppers can access information,
cultural enrichment and general items of interest. Continued interest in the site will be maintained
by a constantly changing content. The focus audience of this site will be America’s largest
minority in the coming decade.
         All major tool manufacturers are represented at this destination for the home project
enthusiast. Competitive pricing and an amazing breadth of quality products make this the premier
tool site on the Internet. Free project plans are offered to members along with information on the
tools necessary to complete them. Users will return and log in to access new projects on a regular
         A nationwide online magazine for law enforcement. Feature stories, forums, profiles,
and specialized shopping attract professional police officers to return consistently to this affinity
site. Links to police associations and information databases assure return visits. A precisely
targeted demographic, like this site delivers, is a requisite for savvy advertisers.

         Although no formal arrangements have been completed, we are in negotiations to finalize
the details of these opportunities. We have identified and are pursuing additional revenue
producing alternatives of this type with both newly emerging and established Internet marketers.
We are confident that this facet of the Company’s business will become a major revenue stream
in the near term.
        Other Internet Activities

         New York City Schools Program
         Following a Request for Proposal process, the Company, through its subsidiary Planet
Pouch, Inc. in June 1998, was awarded a Requirements Contract for Furnishing and Delivering
per Diem Dial-up Internet Services by the Board of Education of the City School District of the
City of New York (the “NYC Board of Education”) to provide dial-up Internet access in up to
1,200 New York City Schools and the administrative offices of the NYC Board of Education to
support new applications development and to maintain or enhance existing systems. The contract
provides for annual services and, subject to certain termination provisions, renews automatically
each year for a period ending in June 2003. The Company’s services under the contract include
consulting and installation of Internet applications. The Company receives revenues annually in
advance, on a single-user basis, for each dial-up account requested by the NYC Board of
Education or individual school. In addition, the Company offers individual personal Internet dial-
up services at reduced rates to principals and administrators and will offer the same discounted
rates to students and parents. The Company believes that it will generate additional revenues
from providing these services.

         The contract will continue to generate revenues for the Company only if the NYC Board
of Education continues to implement dial-up Internet access in the New York City Schools. The
contract may be terminated by the Chancellor of the NYC Board of Education upon thirty days’
notice to the Company. The NYC Board of Education has authorized $600,000 per year for all
Internet expenses, including the services under the Company’s requirements contract. However,
the Company believes that it is currently the only provider of services under this authorization.
The Company will seek to assign additional personnel to the contract to increase both the number
of installations and the number of presentations to faculty, administrators, students and parents.
The Company may seek an arrangement with a third party to administer presentations and
marketing of individual ISP services. While there is no assurance that the Company will continue
to realize any revenues from the contract in the future, assuming a continuing commitment on the
part of the NYC Board of Education to dial-up Internet access for its public schools, and based on
the current rates of implementation and the number of public schools covered by the contract, the
amount of revenues that the Company expects to earn in connection with the contract over the
five-year term (commencing in July 1998) is approximately $1,100,000.

        Additional income will be generated as a result of the Company’s association with
educational publisher & online informational resource, Book Digital.com, Inc. The Company is
currently in contract to provide this company access to the N.Y.C. Schools online community
through authorized “home page” advertising in the form of informational and resource materials
pertinent to the student’s and faculty’s needs. Income from this activity should exceed
$ 150,000.00 during the first year if the pilot is successful and projections accurate.
        The Internet

         The Internet has become an accepted global medium for communications and commerce.
According to the Internet Report, more than 30 million consumers subscribed for ISP services by
year-end 1998 and total number of consumer ISP subscribers is expected to grow 20-25% yearly
for the foreseeable future. The Internet Report estimates that 50% of white collar employees in
the United States, which number approximately 100 million, will have Internet access by 2001.
The Internet's growth is driven by a number of factors, including the availability of more
powerful, low-cost business and home computers; improved and cost-effective business
networking systems; affordable Internet-based software, applications and programs;
advancements in technologies required to navigate the Internet; cheaper and more reliable
Internet and telecommunications services; and the development of improved content and

         Over the last several years, businesses that focus solely on offering products and services
over the Internet have emerged and, more recently, mainstream businesses have begun to
establish web sites to complement traditional business models and applications. Among the
factors that attract businesses to the Internet is the transformation of web sites from being
primarily static information to becoming interactive, multimedia-enabled and transaction
oriented. New technologies and development tools have also facilitated the movement of
traditional business functions and applications to the web, including customer service,
procurement, human resource management and sales force automation.

        The Internet represents a compelling profit opportunity to businesses because it enables
them to efficiently manage their operations and reach new markets at reduced costs. As
businesses learn about the benefits of the Internet, they increase their use of online systems to
generate internal efficiencies and to develop core strategies to grow existing and new businesses
on the Internet. To achieve their objectives, businesses require increasingly complex
technological infrastructures and sophisticated systems and web site architectures. At the same
time, the increasing complexity of Internet and networking technology and the technical expertise
necessary to implement both access to, and an interactive presence on, the Internet compels many
small and medium-sized businesses to seek services from “one-stop,” full-service providers such
as the Company.
        For most businesses, it is generally not feasible to develop sophisticated Internet
solutions internally. The Company believes that businesses requiring continuous development of,
and improvements to, their Internet web sites and online activities will outsource their
requirements to firms like the Company. While there is no assurance that it will succeed, the
Company intends to respond to the increasing needs of those businesses.

        Marketing and Promotion Activities

         The Company has not yet engaged in significant marketing and promotion activities and
its advertising expenses have been insignificant to date. The Company’s efforts have consisted
primarily of generating leads through direct solicitation (by e-mail, telephone and through written
proposals) of companies and targeted web sites and from referrals from advertising agencies.

       The Company intends to build a marketing and sales organization to provide access to
new customers. The Company has retained one full-time salesperson to increase lead generation
and expects to retain a second before year-end 1999. The Company also anticipates allocating
from the proceeds of this Offering approximately $1,500,000 in the year 2000 to a regional
advertising and marketing campaign. The Company also plans to increase its investment in
advertising in future years. There is no assurance that the Company will have the funds required
for these activities.

Business Strategy

        To further its business plan, the Company is focusing on providing superior customer
service with on-site technical support and assistance and developing a one-stop offering of quality
products and services that meet the e-commerce needs of its customers. The Company intends to
focus on value-added consulting and development services that generally are offered at higher
margins than Internet dial-up access services, and direct marketing and sales activities. The
Company intends to:

        1.       Hire highly-trained and competent professionals to support its expansion effort.

               Enhance its existing marketing efforts through advertising and greater focus on
                 lead generation.

               Continue to develop products and services that support all phases of e-commerce,
                 including marketing analyses, security, order processing, payment and credit card
                 processing, accounting and reconciliation, order and delivery tracking and
                 follow-up and integration with back-office operations systems.

         Establish business relationships with organizations that provide low-cost access
           to new customers seeking web site development and e-commerce services.

        5.        Seek opportunities to engage in strategic alliances, including distribution and
             dealer agreements, and joint ventures to engage directly in e-commerce through the
             marketing and distribution of products and services over the Internet.


         In addition to its management (discussed below), the Company has relied principally on
independent contractors to perform certain programming and other services. The Company has
entered into employment agreements with its technical personnel that will be effective upon the
closing of this Offering. The employment agreements contain confidentiality and non-
competition agreements and “work-for-hire” clauses assigning to the Company all work product
conceived or produced by the employee during the course of employment. The Company also
will seek to hire sales personnel and enter into consulting agreements with individuals
experienced in business development and marketing. As the Company grows and its needs for
full-time employees increases, the Company anticipates that it will hire additional personnel and
engage additional independent contractors as needed to respond to business volume and demands.
If the Company is unable to attract, hire and retain additional qualified personnel and engage
additional independent contractors as needed, the Company's business, financial condition and
results of operations could be materially and adversely affected.
        Following this Offering, to attract qualified personnel in a highly competitive market, the
Company plans to adopt certain employee benefit plans, including a health insurance plan, a
deferred compensation plan and a stock incentive plan. It is expected that the stock incentive plan
will provide for the issuance of restricted shares and options to purchase up to 7% of the
authorized shares of Common Stock of the Company. See “Management - Stock Incentive Plan.”


The Company’s offices are located in Babylon, New York. The Company leases approximately
3,500 square feet under a lease that expires in August 2003. This lease may be renewed under
options that may extend the term of the lease for up to five years. The rental payments currently
are $2,500 per month and will increase to $3,000 per month at the time the Company occupies the
third floor of the building. In addition, the Company is obligated to pay all real estate taxes that
are currently approximately $11,000 per year. The lease is assignable with the consent of the
Landlord, which cannot be unreasonably withheld, subject to certain conditions, including that
the Company continues to be liable under the lease for the remainder of its term. The Company
believes that its facilities will be adequate for its needs for approximately one year, after which
the Company expects to move its technical support activities to a new facility. The Company
expects that, at that time, suitable space will be available on commercially reasonable terms.
However, there is no assurance that the Company will be able to locate acceptable facilities on
commercially reasonable terms.
                                          USE OF PROCEEDS

The company estimates that net proceeds from this bridge loan will be approximately
$ 885,000 after deducting estimated financial services fees and offering expenses.
The company expects to use the proceeds of this offering for general corporate purposes including:

Gross proceeds                                $ 1,000,000
Closing expenses                                 $115,000

Net proceeds                                  $ 885,000

Computer equipment & software                    100,000
New Facility (furniture, fixture & Equipt.)      250,000
Advertising                                      100,000
Working capital                                  435,000

         Total                                $ 1,000,000

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