Agritek Holdings, Inc. – ‘424B1’ on 2/8/00

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Prospectus   —   Rule 424(b)(1)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Final Prospectus                                     140    631K 

Document Table of Contents

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                                        Filed Pursuant to Rule 424(b)(1)
                                            Registration Statement No. 333-92969

PROSPECTUS                                                                      

1,000,000 SHARES
FRONTLINE 
COMMUNICATIONS CORP.(TRADEMARK) 

SERIES B
CONVERTIBLE REDEEMABLE PREFERRED STOCK

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

     Frontline Communications Corporation is offering 1,000,000 shares of Series
B convertible redeemable preferred stock. There is currently no public market   
for our preferred stock.                                                        

Our common stock and public warrants are traded on the Nasdaq SmallCap
Market under the symbols "FCCN" and "FCCNW." Our common stock and preferred     
stock have been approved for listing on the American Stock Exchange under the   
symbols "FNT" and "FNT.PR." On February 7, 2000, the closing sale prices of our 
common stock and public warrants, as reported by Nasdaq, were $6.00 per share   
and $2.375 per warrant.                                                         

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

   AN INVESTMENT IN OUR SECURITIES IS SPECULATIVE AND INVOLVES A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 8 FOR FACTORS THAT SHOULD BE      
CONSIDERED BEFORE INVESTING IN OUR SECURITIES.                                  

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

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                                                                               UNDERWRITING              
                                                                   PRICE TO    DISCOUNTS AND      NET    
                                                                  THE PUBLIC    COMMISSIONS    PROCEEDS  
                                                                  -----------  -------------  -----------
                                                                                                         
Per share........................................................      $15.00         $1.05        $13.95
Total............................................................ $15,000,000   $ 1,050,000   $13,950,000

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

    We have granted the underwriters of this offering the right to purchase up
to 150,000 additional shares to cover over-allotments. Prime Charter Ltd., the  
Representative of the underwriters of this offering, is offering the shares on a
firm commitment basis.                                                          

PRIME CHARTER LTD.

FEBRUARY 7, 2000

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Graphic: Map of the United States representing a sampling of the Company's      
access coverage area.                                                           

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PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and may not contain all of the information that    
investors should consider before investing in our securities. You should read   
the entire prospectus carefully, including the financial statements and related 
notes, and in particular the risks described under "Risk Factors."              

BUSINESS OVERVIEW 

We are a full service Internet company. We provide Internet-related   
services, products and solutions to customers on a national basis. We offer our 
customers a single point of contact for a complete business solution to their   
Internet needs. Our primary focus is to provide small and medium-sized          
businesses with Internet services designed to help these businesses maximize the
potential of the Internet and achieve a competitive advantage in their markets. 
We provide our customers with a wide array of Internet access alternatives and  
Website development and Internet Website presence services. Our strategy is to  
expand our geographic presence, our customer and revenue base and our Web       
hosting and broadband capabilities.                                             

     The broad acceptance of the Internet has created numerous opportunities for
businesses to improve their competitive position in their markets. We believe   
the small and medium-sized business market generally offers significant         
opportunity for the growth of our business because of the large number of these 
businesses throughout the United States and their growing presence on the       
Internet. Small and medium-sized businesses are increasingly seeking third-party
service providers to help them create, build and implement their Internet       
strategy. The analysis, design and implementation of an effective Internet      
solution require a range of skills, expertise and technology that only a limited
number of small and medium-sized businesses possess. In response to these needs 
and the growth of the Internet as a vehicle for sales and services, we have     
developed a full array of services designed to address all of the Internet      
service requirements of our small and medium-sized business customers.          

    We intend to continue to acquire additional Internet service businesses in
order to grow our access, development and presence services. Since October 1998,
primarily through 11 acquisitions, including regional Internet service providers
and Web development, hosting and related companies, we increased our customer   
base from 2,000 to over 16,000 customers and now have the enhanced capability to
provide the access, development and presence services necessary to assist small 
and medium-sized business customers. We have expanded our access services       
nationally to include approximately 800 points of presence (POPs), nine of which
we own and the rest of which we license, capable of providing Internet access   
services to approximately 72% of the U.S. population. We also offer significant 
national high-speed access, including Digital Subscriber Line (DSL) though our  
alliances with Covad Communications Corp. and Network Access Solutions, Inc. In 
addition, as one of our subsidiaries is a licensed competitive local exchange   
carrier (CLEC) in New York and Pennsylvania, we anticipate that we will be able 
to reduce, on a relative basis, our overall communications costs by the end of  
2000. We intend to expand our network infrastructure and increase our Internet  
access subscriber base by continuing to acquire other Internet service providers
with a high concentration of small and medium-sized business customers.         

   In addition to growth by acquisition, we have engaged in more traditional
marketing and advertising directed at the small and medium-sized business       
market. In the northeast United States, where our sales force is currently      
located and where we own nine POPs, we are building brand equity in our         
Frontline.net operations, targeted at business generally. Throughout the United 
States, we target women-owned businesses with our WOWFactor.com marketing brand 
and Website and retail business with our iShopNetworks.com (formerly            
ChanneliShop.com) marketing brand and Website. We anticipate that our           
WOWFactor.com and iShopNetworks.com marketing efforts will continue nationally, 
and our Frontline.net branding will grow geographically, as our POPs and sales  
force expand our footprint.                                                     

  We were formed in February 1997 as a Delaware corporation under the name
Easy Street Online, Inc. We changed our name to Frontline Communications        
Corporation in July 1997. Our principal executive offices are located at One    
Blue Hill Plaza, Pearl River, New York 10965, and our telephone number is (914) 
623-8553. Our Internet Website is located at www.frontline.net. WOWFactor's     
Website is located at                                                           

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www.wowfactor.com. iShopNetworks, Inc.'s Website, which we expect to launch in  
the second quarter of 2000, will be located at www.iShopNetworks.com.           
Information in these Websites is not part of this prospectus. Unless the context
indicates otherwise, the terms "Frontline," "we," "our" and "us" in this        
prospectus include the operations of our wholly-owned subsidiaries, CLEC        
Communications Corporation and iShop Networks, Inc.                             

We have made applications for federal trademark registration and claim
rights in the following trademarks: WOWFactor; WOWFactor Women on the Web;      
Frontline.net; Frontline.net Effortless                                         
E-Commerce and Internet Access (name and logo); Effortless E-Commerce & Internet
Access; and Frontline Communications Corp. We have received a notice of         
allowance from the U.S. Patent and Trademark Office with respect to the         
following marks: WOWFactor.com and WOWFactor design. All other trademarks and   
service marks used in this prospectus are the property of their respective      
owners. The information on our Websites is not a part of this prospectus.       

THE OFFERING

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Series B convertible redeemable preferred                                                                       
  stock offered........................... 1,000,000 shares                                                     

Underwriters' overallotment option ....... The underwriters of this offering will have an option to purchase and
                                           sell up to an additional 150,000 shares of preferred stock to cover  
                                           over-allotments.                                                     

Preferred stock terms:                                                                                          

  Ranking................................. The preferred stock will rank senior to our common stock in right of 
                                           payment of dividends and distributions upon liquidation, dissolution 
                                           or winding up of our company. The preferred stock will also rank     
                                           senior to any other class of preferred stock established in the      
                                           future, unless the holders of a majority of the outstanding shares of
                                           this preferred stock vote in favor of the establishment of a class of
                                           preferred stock that ranks senior or equal to this preferred stock.  

  Dividends............................... Holders will be entitled to receive annual cumulative dividends of   
                                           $.60 per share payable semi-annually on June 30 and December 31 of   
                                           each year, commencing June 30, 2000, either in cash or in shares of  
                                           common stock, in our sole discretion (except that dividends payable  
                                           upon a redemption of the preferred stock will be payable only in     
                                           cash). We anticipate that payments of dividends on our preferred     
                                           stock will be made by issuing additional shares of common stock for  
                                           the foreseeable future.                                              

                                           Dividends will accrue and are cumulative from the date of first      
                                           issuance of the preferred stock. The number of shares of common stock
                                           to be issued as a dividend will be based on the average closing sales
                                           price of the common stock on the five trading days immediately       
                                           preceding the record date for each dividend. No fractional shares of 
                                           common stock will be issued. Instead, we will pay the cash equivalent
                                           of any fractional share.                                             

  Liquidation preference.................. In the event of any liquidation, dissolution or winding up of our    
                                           company, holders of preferred stock will be entitled to receive a    
                                           liquidation preference of $15.00 per share, plus accumulated and     
                                           unpaid dividends, before any distributions will be made to holders of
                                           common stock or any other capital stock ranking junior to the        
                                           preferred stock. Holders of shares of the preferred stock will not   

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                                           be entitled to receive any liquidation preference on their shares    
                                           until the liquidation preference of any senior capital stock has been
                                           paid in full.                                                        

  Conversion.............................. The preferred stock will be convertible into common stock at any time
                                           up to the day before the date fixed for redemption at an initial     
                                           conversion price of $4.41 (equivalent to a conversion rate of 3.4    
                                           shares of common stock for each share of preferred stock), subject to
                                           adjustment for stock splits and similar events. No fractional shares 
                                           of common stock will be issued. Instead, we will pay the cash        
                                           equivalent of any fractional share.                                  

  Optional Redemption..................... We will have the option to redeem shares of preferred stock (1) if   
                                           at any time after the date of issuance of the preferred stock the    
                                           closing sales price of the common stock has been $8.80 or more for   
                                           any 15 consecutive trading days, for $15.00, plus accrued and unpaid 
                                           dividends, at any time during the five business days after the last  
                                           day in the 15 day trading period; (2) at any time more than 180 days 
                                           after the date of issuance of the preferred stock for $22.50, plus   
                                           accrued and unpaid dividends; (3) at any time more than 12 months    
                                           after the date of issuance of the preferred stock for $18.75, plus   
                                           accrued and unpaid dividends; (4) at any time more than 24 months    
                                           after the date of issuance of the preferred stock for $17.25, plus   
                                           accrued and unpaid dividends; and (5) at any time more than          
                                           36 months after the date of issuance of the preferred stock for      
                                           $16.50, plus accrued and unpaid dividends.                           

  Voting rights........................... Generally, the holders of the preferred stock will not be entitled to
                                           voting rights except as to matters affecting their rights as         
                                           preferred stockholders or unless required by law.                    

                                           If dividends on the preferred stock are in arrears and unpaid for six
                                           or more dividend periods (whether or not consecutive), the holders of
                                           the preferred stock will be entitled to elect an additional two      
                                           members to our Board of Directors. These rights will continue until  
                                           all dividends in arrears on the preferred stock are paid in full, the
                                           preferred stock is redeemed, or fewer than 25,000 shares of preferred
                                           stock remain outstanding. In any case where holders of preferred     
                                           stock have the right to vote, each outstanding share of preferred    
                                           stock will be entitled to one vote.                                  

Use of proceeds........................... We intend to use the net proceeds of this offering for acquisitions, 
                                           repayment of indebtedness and working capital and general corporate  
                                           purposes.                                                            

Shares of common stock outstanding ....... As of January 20, 2000, we had outstanding 4,255,870 shares of common
                                           stock.                                                               

                                           As of January 20, 2000, we had outstanding options and warrants to   
                                           purchase 3,867,343 shares of our common stock at exercise prices     
                                           ranging from $2.00 to $13.85 per share. We have also granted two     
                                           investors the right to purchase up to an additional 207,161 shares of
                                           our common stock upon the exercise of repricing rights.              

Trading symbols........................... Our common stock is currently traded on the Nasdaq SmallCap Market   
                                           under the symbol "FCCN." Our common stock has been                   

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                                           approved for listing on the American Stock Exchange under the symbol 
                                           "FNT."                                                               

                                           Our public warrants are currently traded on the Nasdaq SmallCap      
                                           Market under the symbol "FCCNW."                                     

                                           Our preferred stock has been approved for listing on the American    
                                           Stock Exchange under the symbol "FNT.PR."                            

RISK FACTORS.............................. YOU SHOULD READ "RISK FACTORS" BEGINNING ON PAGE 8 AND THE OTHER     
                                           CAUTIONARY STATEMENTS IN THIS PROSPECTUS TO ENSURE THAT YOU          
                                           UNDERSTAND THE RISKS ASSOCIATED WITH AN INVESTMENT IN OUR SECURITIES.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the   
Securities Exchange Act of 1934, as amended. We intend the forward-looking      
statements to be covered by the safe harbor provisions for forward-looking      
statements in these sections. All statements regarding our expected financial   
position and operating results, our business strategy and our plans are         
forward-looking statements. These statements can sometimes be identified by our 
use of words such as "may," "anticipate," "expect," "intend," "believe,"        
"estimate" or similar expressions. Our expectations in any forward-looking      
statements may not turn out to be correct. Our actual results could be          
materially different from those discussed in or implied by these statements, and
you may consider these differences important to your investment decision.       
Important factors that could cause our actual results to be materially different
include those discussed under "Risk Factors." You should not place undue        
reliance on the forward-looking statements, which speak only as of the date the 
statements were made.                                                           

SHARES OF COMMON STOCK OUTSTANDING

   Unless we specifically state otherwise, all references in this prospectus
to the number of shares of our common stock outstanding do not include the      
shares issuable upon: (1) conversion of our preferred stock; (2) exercise or    
conversion of currently outstanding options, warrants or repricing rights;      
(3) exercise of warrants to be issued to the Representative; or (4) exercise by 
the underwriters of all or part of their over-allotment option to purchase an   
additional 150,000 shares of preferred stock.                                   

SUMMARY FINANCIAL DATA

   The following summary financial information should be read in conjunction
with our consolidated financial statements and the related notes appearing      
elsewhere in this prospectus. You should also read "Use of Proceeds,"           
"Capitalization" and "Management's Discussion and Analysis of Financial         
Condition and Results of Operations" included elsewhere in this prospectus.     

     The pro forma data below reflect: (1) the sale in October and December 1999
of 241,133 shares of our common stock for aggregate net proceeds of $1,150,000; 
(2) the issuance in October and December 1999 of 140,706 shares of common stock 
pursuant to repricing rights; (3) the acquisition in October and December 1999  
of the Web design and hosting assets of United Computer Specialists, Inc. and   
the assets of FrontHost, LLC for aggregate consideration of $50,000 cash,       
$425,000 in promissory notes and 59,603 shares of common stock valued at        
$325,000; (4) the issuance in December 1999 of 98,462 shares of common stock    
upon the conversion of outstanding shares of Series A convertible preferred     
stock; (5) the issuance in December 1999 of 10,000 shares of common stock upon  
the exercise of stock options; and (6) the issuance in January 2000 of 3,330    
shares of common stock for professional services rendered.                      

    The pro forma as adjusted data below give effect to the receipt of the net
proceeds from the sale of the 1,000,000 shares of preferred stock being offered 
by this prospectus at an offering price of $15.00 per share, after deducting the
underwriting discounts and estimated offering expenses, and to the repayment of 
$425,000                                                                        

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of indebtedness. Further, the pro forma as adjusted data reflect additional     
dividends resulting from the conversion price of the preferred stock being less 
than the market price of the common stock at the time of this offering.         

CONSOLIDATED STATEMENT OF OPERATIONS DATA:                                      

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                                                                                                NINE MONTHS ENDED     
                                                                YEARS ENDED DECEMBER 31,          SEPTEMBER 30,       
                                                               --------------------------   ------------------------- 
                                                                  1997           1998          1998          1999     
                                                               -----------    -----------   ----------    ----------- 
                                                                                                                      
Revenues...................................................... $   321,706    $   574,964   $  369,972    $ 2,159,585 
                                                               -----------    -----------   ----------    ----------- 
Costs and expenses:                                                                                                   
  Costs of revenues...........................................     215,199        586,760      309,627      1,426,006 
  Selling, general and administrative.........................     533,054      1,412,935      651,878      3,770,720 
  Depreciation and amortization...............................      44,558        220,575       55,590      1,189,080 
  Non-cash compensation charge................................   1,537,000        175,137           --        712,220 
                                                               -----------    -----------   ----------    ----------- 
                                                                 2,329,811      2,395,407    1,017,095      7,098,026 
                                                               -----------    -----------   ----------    ----------- 
  Loss from operations........................................  (2,008,105)    (1,820,443)    (647,123)    (4,938,441)
                                                               -----------    -----------   ----------    ----------- 
Other income (expense) net....................................     (29,312)        76,344       37,037         45,317 
                                                               -----------    -----------   ----------    ----------- 
Net loss...................................................... $(2,037,417)   $(1,744,099)  $ (610,086)   $(4,893,124)
                                                               -----------    -----------   ----------    ----------- 
                                                               -----------    -----------   ----------    ----------- 
Loss per share--basic and diluted............................. $     (1.67)   $      (.72)  $     (.27)   $     (1.43)
                                                               -----------    -----------   ----------    ----------- 
                                                               -----------    -----------   ----------    ----------- 
Weighted average number of shares outstanding.................   1,218,000      2,435,035    2,221,077      3,421,359 
                                                               -----------    -----------   ----------    ----------- 
                                                               -----------    -----------   ----------    ----------- 

BALANCE SHEET DATA:                                                             

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                                                   AS OF DECEMBER 31, 1998          AS OF SEPTEMBER 30, 1999          
                                                   -----------------------  ----------------------------------------- 
                                                                                                           PRO FORMA  
                                                                              ACTUAL        PRO FORMA     AS ADJUSTED 
                                                                            -----------    -----------    ----------- 
                                                                                                                      
Cash and cash equivalents.........................       $ 1,994,711        $   913,782    $ 2,013,782    $14,488,782 
Working capital (deficiency)......................         1,245,536           (867,668)       307,332     12,782,332 
Total assets......................................         6,286,403          8,015,454      9,915,454     22,390,454 
Total liabilities.................................         1,239,016          3,361,450      3,761,450      3,336,450 
Accumulated deficit...............................        (3,843,647)        (8,736,771)    (8,758,616)   (14,158,616)
Stockholders' equity..............................         5,047,387          4,654,004      6,154,004     19,054,004 

OTHER FINANCIAL DATA:                                                           

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                                                                                         NINE MONTHS ENDED     
                                                          YEARS ENDED DECEMBER 31,         SEPTEMBER 30,       
                                                         --------------------------   ------------------------ 
                                                            1997           1998         1998          1999     
                                                         -----------    -----------   ---------    ----------- 
                                                                                                               
EBITDA(1)............................................... $(1,963,547)   $(1,599,868)  $(591,533)   $(3,749,361)
                                                         -----------    -----------   ---------    ----------- 
                                                         -----------    -----------   ---------    ----------- 

------------------                                                              
(1) EBITDA is earnings from operations before interest, taxes, depreciation and 
 amortization. EBITDA is included because management believes that certain
  investors find it to be a useful tool for measuring a company's ability to
service its debt. However, EBITDA does not represent cash flow from     
operations, as defined by generally accepted accounting principles. In  
   addition, EBITDA should not be considered as a substitute for net income or
  net loss as an indicator of our operating performance or cash flow or as a
  measure of liquidity. This data should be examined in conjunction with our
consolidated financial statements and notes to the financial statements 
included elsewhere in this prospectus.                                  

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RISK FACTORS

     An investment in the shares we are offering involves a high degree of risk.
Each prospective investor should carefully consider the following risk factors  
before making an investment decision.                                           

WE HAVE A HISTORY OF LOSSES AND ANTICIPATE THAT WE WILL CONTINUE TO INCUR LOSSES
IN THE FUTURE.                                                                  

Since our inception we have incurred significant losses. For the years
ended December 31, 1997 and 1998 and the nine months ended September 30, 1999   
our net losses were $2,037,417, $1,744,099 and $4,893,124. We had an accumulated
deficit of $8,736,771 and a working capital deficiency of $867,668 as of        
September 30, 1999. We expect to incur operating losses as we incur increased   
operating costs associated with expanding our customer base, establishing       
additional POPs and increasing our e-commerce and Website design services. We   
may not be able to achieve profitability or, if achieved, maintain profitability
for any extended period of time.                                                

    We expect that our net losses will continue for the next several years, as
our recent acquisitions have resulted in our having net intangible assets of    
$3,596,347 at September 30, 1999. These intangible assets are being amortized   
over a period of three years and will result in additional losses in each of the
next three years. We intend to engage in additional strategic acquisitions in   
the future using a significant portion of the net proceeds of this offering.    
Future acquisitions may similarly result in our recording large amounts of      
intangible assets and incurring the related net losses as these intangible      
assets are amortized.                                                           

IN ORDER TO BECOME PROFITABLE, WE WILL NEED TO IMPLEMENT OUR BUSINESS PLAN      
SUCCESSFULLY, INCLUDING ATTRACTING NEW CUSTOMERS FOR OUR INTERNET SERVICES AND  
INCREASING THE COVERAGE AND EFFICIENCY OF OUR POPS.                             

  The success of our business plan depends upon our ability to attract and
retain significant numbers of customers, consolidate our POPs and establish and 
equip additional POPs on a timely and cost effective basis. At the same time, we
will need to hire and retain skilled management, technical, marketing and other 
personnel and continue to expand our product and service offerings. In addition,
there is limited information available concerning the potential performance or  
market acceptance of our Internet access or other services. We may not be able  
to implement our business plan successfully, and we may also encounter          
unanticipated expenses, problems or technical difficulties which could          
materially delay the implementation of our business plan.                       

WE HAVE RECENTLY EXPANDED OUR MARKETING FOCUS AND HAVE BEGUN TO OFFER ADDITIONAL
PRODUCTS AND SERVICES, BOTH OF WHICH MAY PLACE A SIGNIFICANT STRAIN ON US.      

Historically, we marketed our Internet access services to individual  
customers, and the majority of our revenues to date has been generated from     
individual customers. In electing to expand our target market, we decided to    
market our services aggressively to small and medium-sized businesses and       
increase our product offerings to provide a variety of e-commerce services to   
small and medium-sized businesses, including Website design and development and 
Internet Website presence services. As we expanded our marketing focus and      
product offerings relatively recently, we have a limited relevant operating     
history which you can use to evaluate our performance to date and future        
prospects. As a company with a relatively new focus in a rapidly evolving       
industry, we may encounter many expenses, delays and problems which we lack the 
experience to identify or quantify at this time.                                

    The expansion of our target markets and product offerings will continue to
place significant demands on the time and attention of our senior management and
involve significant financial and other costs, including building necessary     
network infrastructures, marketing and promoting our new products and services  
and hiring personnel to provide these new services. We may not be able to enter 
new markets and offer new services successfully, and we may not be able to      
undertake these activities while maintaining sufficient levels of customer      
service to retain our existing customers, either of which would have a material 
adverse effect on us, our reputation and our operations.                        

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WE ARE PURSUING A STRATEGY OF RAPID GROWTH THROUGH ACQUISITIONS, WHICH MAY      
STRAIN OUR OPERATIONS AND WHICH WE MAY NOT BE ABLE TO MANAGE EFFECTIVELY.       

We are pursuing aggressive and rapid growth through the acquisition of
other Internet service providers and companies involved in related              
Internet-based businesses such as Website design and e-commerce services.       
However, we may not be able to successfully consummate any attempted            
acquisitions or integrate any acquired businesses into our operations, and      
acquired businesses may not perform as we expect. Our rapid growth has in the   
past placed, and may continue to place, a significant strain on our business    
resources. Implementing our current growth strategy will create significant     
demands on the time and attention of our senior management and will involve     
significant financial and other costs, including identifying and investigating  
acquisition candidates, negotiating acquisition agreements and integrating the  
acquired businesses with our existing operations and personnel. Any future      
acquisitions will also result in higher capital expenditures and operating      
expenses for us.                                                                

   Our ability to manage our planned future growth through acquisitions will
depend upon several factors, including our success in hiring and retaining      
qualified management, technical and marketing personnel; effectively maintaining
high levels of customer service required to retain customers while undertaking  
expansion; and expanding our network infrastructure capacity to service a       
growing customer base. If we fail to achieve any of these factors, our business,
financial condition, results of operations and the market price of our          
securities could be materially adversely affected.                              

WE MAY NEED TO SEEK ADDITIONAL FINANCING IN THE FUTURE IN ORDER TO CARRY OUT OUR
BUSINESS PLAN.                                                                  

     Implementing our current business plan will require significant capital. We
require the proceeds of this offering to expand our operations and finance our  
future working capital requirements. Based on our current plans and assumptions 
relating to our business strategy, we anticipate that our cash on hand, expected
revenues and the net proceeds of this offering will satisfy our capital         
requirements for approximately 12 months following the closing of this offering.
However, if our plans change, if our assumptions prove to be inaccurate, or if  
the net proceeds of this offering otherwise prove to be insufficient for our    
needs, we may be forced either to seek additional financing sooner than we      
currently anticipate or to curtail our operations. The proceeds of this offering
may not be sufficient to fund our proposed expansion.                           

In the past, we have relied on the issuance of equity securities and  
borrowings to finance our operations. Sources of financing may not be available 
to us in the future on commercially reasonable terms or at all. Our business    
plan and proposed expansion would be adversely affected if we do not obtain     
financing when needed.                                                          

THE INTERNET SERVICES INDUSTRY IS RELATIVELY NEW AND EVOLVING, AND ANY          
SIGNIFICANT CHANGES IN IT MAY ADVERSELY AFFECT US.                              

The Internet services industry is characterized by rapidly changing   
technology, frequent introductions of new services and products, evolving       
industry standards and a high rate of business failures. Our business is also   
subject to fundamental changes in the way Internet services are delivered. We   
cannot predict the rate at which the market for our products and services will  
grow, how quickly consumer tastes may change or whether new products will result
in market saturation. The evolving nature of the market for Internet services   
may adversely affect our ability to attract new customers. Any significant      
decline in demand for Internet connectivity services either generally or in     
particular target markets would have a substantial adverse effect on our        
business and prospects.                                                         

  Currently, Internet services are accessed primarily by computers and are
delivered by telephone lines. However, if the Internet becomes widely accessible
by other media, or if customer requirements change the way Internet access is   
provided, we may have to acquire or develop new technology or modify our        
existing technology to accommodate these developments. Attempting to keep our   
services current with recent technological advances may require substantial time
and expense, and we may not be able to adapt our Internet service business to   
alternate access devices and conduits. We may not be able to identify new       
product and service opportunities as they arise or develop or bring new products
and services to market in a                                                     

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timely manner. To the extent that high-speed Internet access is increasingly    
delivered by telephone and cable companies, our business could be materially    
adversely affected.                                                             

SIGNIFICANT INCREASES IN ATTRITION RATES OF OUR DIAL-UP ACCESS SUBSCRIBERS AND  
BUSINESS CUSTOMERS WOULD ADVERSELY AFFECT OUR OPERATING RESULTS.                

Dial-up access subscribers are permitted to discontinue our services  
without penalty for any reason. From December 1997 through September 30, 1999,  
the number of subscribers for our dial-up access services increased from 1,500  
to approximately 14,000, which may result in an increase in our dial-up access  
subscriber attrition rate. A significant increase in the attrition rate of our  
dial-up access subscribers, including as a result of our recent shift in        
business emphasis, would have a material adverse effect on our operating        
results.                                                                        

    In particular, because our current expansion strategy emphasizes marketing
our Internet services to businesses, the loss of our business customers would   
have a significant impact on our operations. Customers of businesses we acquire 
may also terminate their relationships with these businesses after we acquire   
them.                                                                           

WE HAVE LIMITED EXPERIENCE IN MARKETING OUR SERVICES AND LIMITED MARKETING AND  
CUSTOMER SUPPORT RESOURCES.                                                     

   Our success depends to a significant degree on our ability to attract and
retain new customers. We have limited marketing experience and limited          
marketing, customer support and other resources. Our business plan will also    
require us to expand our customer service and support capabilities in order to  
satisfy increasing customer demands. We may not be able to successfully expand  
our customer service or support capabilities, and our marketing efforts may not 
result in initial or continued acceptance of our Internet services.             

WE MAY NOT HAVE THE FINANCIAL RESOURCES, TECHNICAL EXPERTISE OR MARKETING AND   
SUPPORT CAPABILITIES TO WITHSTAND INTENSE COMPETITION IN THE INTERNET SERVICES  
INDUSTRY.                                                                       

  The market for Internet services is intensely competitive, and we expect
that competition will intensify in the future. There are no substantial barriers
to entry, and this industry is characterized by rapidly increasing numbers of   
new market entrants and new Internet products and services.                     

   Our competitors for Internet access services include many large companies
that have significantly greater market presence and financial, technical,       
marketing and other resources than we do. We compete with international,        
national and regional commercial Internet service providers; established online 
services companies that currently offer Internet access; computer hardware and  
software and other technology companies; national long distance carriers;       
regional Bell operating companies; and cable operators. New competitors,        
including large computer hardware and software, media, cable and                
telecommunications companies, have also increased their focus on the Internet   
access market. We also compete with smaller Internet service providers in the   
northeast United States that seek to provide Internet access services to        
individuals and small businesses.                                               

     Our competition in the market for Internet services includes other Internet
service firms, technology integrators and strategic consulting firms. If we     
increase our CLEC services to third parties, we will become subject to          
competition from other CLECs and local telephone companies. Furthermore,        
telecommunications providers with which we currently compete and may compete in 
the future may have the ability to bundle Internet access with local and long   
distance telecommunications services. This bundling of services may make it     
difficult for us to compete effectively with the telecommunications providers   
and may result in pricing pressure that could have an adverse effect on our     
business, financial condition and results of operations.                        

    Increased competition could result in significant price competition, which
in turn could result in significant price reductions. In addition, increased    
competition for new customers could result in increased sales and marketing     
expenses and related customer acquisition costs, which could materially         
adversely affect our operating results. We may not be able to offset the effects
of any such price reductions or increased expenses through an increase in the   
number of our customers or higher revenue from enhanced services. We may not    
have the financial resources, technical expertise or marketing and support      
capabilities to compete                                                         

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successfully, and the software, services or technologies developed by others may
render our services or technologies obsolete or less marketable.                

COMPUTER VIRUSES OR SOFTWARE ERRORS MAY DISRUPT OPERATIONS, SUBJECT US TO A RISK
OF LOSS, OR EXPOSE US TO LIABILITY.                                             

 Computer viruses may cause our systems to incur delays or other service
interruptions. In addition, the inadvertent transmission of computer viruses or 
software errors in new services or products not detected until after their      
release could expose us to a material risk of loss or litigation and possible   
liability. If a computer virus affecting our systems is highly publicized, our  
reputation could be materially damaged and we could lose revenues.              

WE LACK EFFECTIVE METHODS FOR PROTECTING OUR PROPRIETARY INFORMATION.           

     We have no registered copyrights or patents or patent applications pending.
We do not have any proprietary applications software. We rely on a combination  
of copyright and trademark laws, trade secrets, software security measures,     
license agreements and nondisclosure agreements to protect our proprietary      
information. It may be possible for unauthorized third parties to copy aspects  
of, or otherwise obtain and use, our proprietary information. We employ         
confidentiality agreements with our employees and non-disclosure agreements with
third-party vendors, but these agreements may not provide meaningful protection 
of our proprietary information in the event of any unauthorized use or          
disclosure of such information. Inappropriate use of the Internet by third      
parties could also potentially jeopardize the security of confidential          
information stored in our computer system relating to our customers, which could
subject us to third party liability and cause losses to us or our customers or  
deter potential customers from using our services.                              

THIRD PARTIES COULD CLAIM THAT WE INFRINGE UPON THEIR INTELLECTUAL PROPERTY.    

Our products, services and brand names may be found to infringe valid 
copyrights, trademarks or other intellectual property rights held by third      
parties. Any claims of infringement, with or without merit, could be time       
consuming to defend, result in costly litigation, divert management attention,  
require us to enter into costly royalty or licensing arrangements, compel us to 
modify our technologies or services or prevent us from using important          
technologies or services, any of which could damage our business and financial  
condition.                                                                      

WE MAY NOT BE ABLE TO PROVIDE INTERNET ACCESS FOR OUR DIAL-UP ACCESS SUBSCRIBERS
IF OUR TELECOMMUNICATIONS CARRIERS RAISE THEIR RATES OR IF THEY CEASE DOING     
BUSINESS WITH US.                                                               

Our business substantially depends on the capacity, affordability and 
security of our telecommunications networks. Only a small number of             
telecommunications providers offer the network services we require. There has   
been significant consolidation in the telecommunications industry, and further  
consolidation could make us dependent on an even smaller number of providers. In
addition, our telecommunications carriers may not be able to provide the        
capacity and security we require for our networks. Most of our                  
telecommunications services are provided pursuant to short-term agreements that 
the providers can terminate or elect not to renew.                              

     Any or all of our current telecommunications service providers could decide
not to provide us with service at rates acceptable to us, or at all, which would
prevent us from being able to provide Internet access to our dial-up access     
subscribers. Our operating margins are sensitive to variations in prices of the 
telecommunications services we purchase. Our business could be harmed if minimum
connection charges increase or become more prevalent. In addition, the          
availability and pricing of telecommunications services varies geographically,  
and we may not be able to obtain new or substitute telecommunications services  
in desired geographic areas on commercially reasonable terms, or at all.        

WE MAY LOSE CUSTOMERS IF OUR SERVICE PROVIDERS DO NOT DELIVER ACCEPTABLE SERVICE
QUALITY.                                                                        

    We rely on telecommunications companies and other third parties to provide
data communications capacity. These providers may experience disruptions in     
service or may have limited capacity, which could disrupt our services. If      
third-party service providers deliver unacceptable service or fail to provide   
the                                                                             

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communications capacity we require, as a result of a natural disaster,          
operational disruption or other reasons, the quality of our Internet access     
service would suffer, and customers could experience service disruptions and    
might become dissatisfied with our Internet access service. We do not have      
control over the network reliability and the quality of service of these third  
parties and may not be able to provide consistently reliable Internet access for
our dial-up access subscribers. Any accident, incident or system failure that   
causes interruptions in our operations could have a material adverse effect on  
our ability to provide Internet services to our customers and, in turn, our     
business, financial condition and results of operations. In addition, if the    
third-party service provider from which we lease the use of nationwide POPs were
to terminate its agreement with us and we were unable to locate an alternative  
access provider, we would be unable to offer nationwide Internet access to      
customers outside of the northeast United States.                               

OUR OPERATIONS REQUIRE US TO USE SIGNIFICANT RESOURCES IN EXPANDING AND         
PROTECTING OUR NETWORK INFRASTRUCTURE AND COMPUTER EQUIPMENT.                   

  Our operations depend upon the capacity, reliability and security of our
network infrastructure. We will be required to expand our network infrastructure
to accommodate increasing numbers of users and the range of information they may
wish to access as we increase our operations. Expanding our network             
infrastructure will continue to demand significant financial, operational and   
management resources, and we may not be able to expand our network              
infrastructure to meet potential demand on a timely basis, at a commercially    
reasonable cost, or at all. Service interruptions could also occur if usage of  
our systems exceeds their capacity.                                             

  The success of our operations also depends on our ability to protect our
computer equipment against damage from fire, power failures, telecommunications 
outages, natural disasters and similar events. Our network infrastructure is    
vulnerable to break-ins, vandalism, security breaches and similar disruptions   
from unauthorized tampering with our computer systems. These or other problems  
caused by third parties could lead to material delays or interruptions in       
service to consumers, which would affect our reputation and business operations.

WE RELY ON STRATEGIC RELATIONSHIPS WITH THIRD PARTIES.                          

We depend on agreements and arrangements with a variety of third party
partners, including providers of high-speed access capability and other CLECs.  
The loss of any of our existing strategic relationships or any inability to     
create new strategic partnerships in the future would cause disruptions to our  
business, reduce any competitive advantages that these relationships may provide
over our competitors and adversely affect our ability to expand our operations. 
In addition, some of the third parties with which we seek to enter into         
relationships may view us as a competitor and refuse to do business with us.    

THE LEGAL AND REGULATORY ENVIRONMENT THAT PERTAINS TO THE INTERNET IS UNCERTAIN 
AND MAY CHANGE.                                                                 

Uncertainty and new regulations relating to the dissemination of      
information over the Internet could increase our costs of doing business, slow  
the growth of the Internet or subject us to liability, any of which could       
adversely affect our business and prospects. There are currently few laws and   
regulations directly governing access to or commerce on the Internet. The legal 
and regulatory environment that pertains to the Internet is uncertain and may   
change.                                                                         

We may become subject to burdensome government regulation which could 
increase our costs of doing business and/or subject us to liability.            

 New and existing laws may be interpreted to cover issues which include:

o content;                                                            

o user privacy;                                                       

o pricing controls;                                                   

o consumer protection;                                                

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o libel and defamation;                                               

o copyright and trademark protection;                                 

o characteristics and quality of services;                            

o sales and other taxes; and                                          

o other claims based on the nature and control of Internet materials. 

     In addition, changes in the regulatory environment relating to the Internet
access industry, including regulatory changes which affect telecommunication    
costs or our proposed CLEC services, could increase the likelihood or scope of  
competition from local and regional telephone companies or others.              

WE MAY EXPERIENCE REDUCED REVENUE, LOSS OF CLIENTS AND HARM TO OUR REPUTATION IN
THE EVENT OF UNEXPECTED NETWORK INTERRUPTIONS CAUSED BY SYSTEM FAILURES.        

     Our servers and software must accommodate a high volume of traffic. We have
experienced minor system interruptions in the past and we believe that system   
interruptions may occur from time to time in the future. Any substantial        
increase in demands on our services will require us to spend capital and        
resources to expand and adapt our network infrastructure. If we are unable to   
add additional software and hardware to accommodate increased demand, we could  
experience unanticipated system disruptions and slower response times. Our      
business interruption insurance may not adequately compensate us for any losses 
that may occur due to any failures in our system or interruptions in our        
services.                                                                       

IF WE ARE UNABLE TO ATTRACT AND RETAIN QUALIFIED MANAGEMENT AND OTHER PERSONNEL,
OUR BUSINESS AND OPERATIONS COULD SUFFER.                                       

    Our success depends on the personal efforts of our key personnel. The loss
of the services of these individuals could have a material adverse effect on our
business and prospects. As we pursue our strategy to grow through acquisitions  
our need for qualified personnel may increase further. In addition, employees of
businesses we acquire in the future may terminate their relationships with these
businesses after we acquire them.                                               

Our success also depends on our ability to hire and retain additional 
qualified management, marketing, technical, financial and other personnel.      
Competition for qualified personnel is intense, and we may not be able to hire  
or retain additional qualified personnel.                                       

THE MARKET PRICE OF BOTH OUR COMMON AND PREFERRED STOCK MAY BE HIGHLY VOLATILE. 

The market price of both our common and preferred stock may be highly 
volatile, as has recently been the case with the securities of other companies, 
particularly Internet companies. Factors such as our operating results,         
announcements by us or our competitors, introduction of new products or         
technologies by us or our competitors and various factors affecting the         
securities markets generally may have a significant impact on the market price  
of our common stock and preferred stock. Since the conversion price of the      
preferred stock offered by this prospectus is less than the market price of the 
common stock at the time of this offering, it will increase our net loss        
applicable to common shareholders by $5.4 million in the first quarter of 2000, 
which could affect the market price of our common stock. Additionally, in recent
years the stock markets have experienced a high level of price and volume       
volatility, and market prices for the securities of many companies have         
experienced wide price fluctuations which have not necessarily been related to  
the operating performance of such companies.                                    

    There currently is no market for our preferred stock. Although it has been
approved for listing on the American Stock Exchange upon the completion of this 
offering, an effective trading market for our preferred stock may not develop.  

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WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR PREFERRED STOCK.              

 We are required under the terms of our preferred stock to pay dividends
either in cash or in shares of common stock. We do not anticipate paying cash   
dividends and we anticipate that payments of dividends on our preferred stock   
will be made by issuing additional shares of our common stock for the           
foreseeable future. This will result in further dilution to the holders of our  
common stock and taxes to holders of preferred stock who receive shares as      
dividends.                                                                      

OUR COMMON STOCK OR PREFERRED STOCK COULD BE DELISTED FROM THEIR TRADING MARKETS
IF WE FAIL TO MAINTAIN CERTAIN REQUIREMENTS.                                    

 Our common stock is currently listed on the Nasdaq SmallCap Market. Our
preferred stock and common stock have been approved for listing on the American 
Stock Exchange. In order to continue to be listed on the American Stock         
Exchange, we will be required to continue to achieve specified maintenance      
criteria. If we become unable to maintain the continued listing requirements at 
any time on the American Stock Exchange, our securities could be delisted, we   
might not qualify for inclusion on the Nasdaq SmallCap Market, and trading in   
the delisted securities, if any, would thereafter be conducted in the non-Nasdaq
over-the-counter market. As a result, investors in our securities could find it 
more difficult to dispose of or obtain accurate quotations as to the market     
value of our securities.                                                        

    If we fail to keep our common or preferred stock on Nasdaq or the American
Stock Exchange and the trading price were to fall below $5.00 per share, trading
of the stock would become subject to the Securities and Exchange Commission's   
penny stock rules. The penny stock rules require additional disclosure by       
broker-dealers in connection with any trades involving penny stock. If any of   
our securities were deemed to be a penny stock, the additional burdens imposed  
upon broker-dealers by such requirements could discourage broker-dealers from   
effecting transactions in our securities, which could severely limit the market 
liquidity in this offering and the ability of purchasers in this offering to    
sell our securities in the secondary market.                                    

WE HAVE A SIGNIFICANT NUMBER OF OUTSTANDING OPTIONS AND WARRANTS WHICH COULD    
DEPRESS THE MARKET PRICE OF OUR COMMON AND PREFERRED STOCK AND COULD INTERFERE  
WITH OUR ABILITY TO RAISE CAPITAL IN THE FUTURE.                                

     As of January 20, 2000, we had outstanding options and warrants to purchase
3,867,343 shares of our common stock at exercise prices ranging from $2.00 to   
$13.85 per share. We have also granted repricing rights to purchase up to an    
aggregate of 207,161 additional shares of our common stock. To the extent that  
the outstanding options, warrants or repricing rights are exercised, dilution to
the percentage of ownership of our stockholders will occur. Any sales in the    
public market of the shares underlying such options, warrants and repricing     
rights may adversely affect prevailing market prices for our common stock and   
preferred stock which is convertible into common stock. Moreover, the terms upon
which we will be able to obtain additional equity capital may be adversely      
affected, since the holders of outstanding options and warrants can be expected 
to exercise them at a time when we would in all likelihood be able to obtain any
needed capital on terms more favorable to us than those provided in the         
outstanding options and warrants.                                               

WE OR CERTAIN OF OUR SUPPLIERS MAY EXPERIENCE PROBLEMS WITH THE YEAR 2000.      

     We depend on third party telecommunications and hardware suppliers and upon
our access to and the uninterrupted operation of the Internet. We have not      
experienced any business interruptions or supplier delays from Year 2000        
problems to date and have not discovered any Year 2000 problems in internal     
computer systems material to our operations. However, our business would be     
materially adversely effected if any interruptions in service result from an    
inability of third party systems or our internal computer systems to recognize  
the year 2000.                                                                  

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USE OF PROCEEDS 

We estimate that we will receive net proceeds from this offering of   
approximately $12,900,000. Net proceeds are computed by deducting estimated     
underwriting discounts and our estimated offering expenses from the total       
offering price. We intend to use the net proceeds approximately as follows:     

                                                        [Enlarge/Download Table]


                                                                                                   APPROXIMATE  
                                                                                    APPROXIMATE    PERCENTAGE OF
APPLICATION OF PROCEEDS                                                             DOLLAR AMOUNT  DOLLAR AMOUNT
----------------------------------------------------------------------------------  -------------  -------------
                                                                                                                
Acquisitions......................................................................   $ 9,000,000        69.8%   
Repayment of indebtedness.........................................................       425,000         3.3    
Working capital and general corporate purposes....................................     3,475,000        26.9    
                                                                                     -----------       -----    
     Total........................................................................   $12,900,000         100%   
                                                                                     -----------       -----    
                                                                                     -----------       -----    

Our strategic acquisitions may include additional dial-up access      
subscribers, Internet service providers, Web development companies and Web      
hosting companies. We continue to evaluate possible acquisition opportunities   
and do not have any agreements, commitments or arrangements with respect to any 
acquisitions as of the date of this prospectus.                                 

We intend to use a portion of the proceeds of this offering to repay  
approximately $425,000 of indebtedness owed in connection with our acquisitions 
of Web design and hosting assets from United Computer Specialists, Inc. in      
October 1999 and Web hosting assets of FrontHost, LLC in December 1999. The     
terms of these acquisitions provided for us to pay $100,000 of this indebtedness
in April 2000, $150,000 in June 2000 and $175,000 in October 2000, or the entire
amount within five days after the closing of any financing in which we receive  
over $5 million. No interest is due on this indebtedness if repaid by the       
payment due dates.                                                              

   The proceeds used for working capital and general corporate purposes will
include the estimated cost of integrating acquired businesses and companies into
our existing operations and may also include the cost of purchasing certain     
telecommunications services and equipment.                                      

    If the underwriters fully exercise their over-allotment option to purchase
an additional 150,000 shares, we will receive additional net proceeds of        
approximately $2,025,000, all of which will be allocated to working capital and 
general corporate purposes.                                                     

Based on our current plans and assumptions relating to our business   
strategy, we anticipate that the net proceeds of this offering, together with   
cash on hand and our expected revenues, will satisfy our capital requirements   
for approximately 12 months following the closing of this offering. If our plans
change, if our assumptions prove to be inaccurate, or if the net proceeds of    
this offering otherwise prove to be insufficient for our needs, we may be forced
to reallocate all or a portion of the proceeds of this offering, use proceeds   
for other purposes, seek additional financing sooner than we currently          
anticipate or curtail our operations. Sources of additional financing may not be
available to us in the future, if needed, either on commercially reasonable     
terms or at all.                                                                

We intend to invest proceeds not immediately required for the purposes
described above principally in U.S. government securities, short-term           
certificates of deposit, money market funds or other short-term interest bearing
investments.                                                                    

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PRICE RANGE OF COMMON STOCK 

    Our common stock has traded on the Nasdaq SmallCap Market under the symbol
"FCCN" since May 14, 1998. The following table shows the high and low bid prices
of our common stock as reported by Nasdaq.                                      

                                                        [Enlarge/Download Table]


                                                                                             HIGH       LOW   
                                                                                           ---------  --------
                                                                                                              
1998                                                                                                          
  Second Quarter (from May 14, 1998)...................................................... $  5.375   $ 4.25  
  Third Quarter...........................................................................    8.125     2.125 
  Fourth Quarter..........................................................................    8.2188    2.375 

1999                                                                                                          
  First Quarter...........................................................................   16.75      5.625 
  Second Quarter..........................................................................   18.065     7.9375
  Third Quarter...........................................................................   11.375     4.75  
  Fourth Quarter..........................................................................    8.50      3.8125

2000                                                                                                          
  First Quarter (through February 7, 2000)................................................    8.9688    5.75  

    On February 7, 2000, the last reported sale prices of our common stock and
public warrants on the Nasdaq SmallCap Market were $6.00 per share and $2.375   
per warrant. As of January 20, 2000, there were approximately 65 record owners  
of our common stock.                                                            

    Our common stock and preferred stock have been approved for listing on the
American Stock Exchange under the symbols "FNT" and "FNT.PR."                   

DIVIDEND POLICY 

    We have not declared or paid and do not anticipate declaring or paying any
dividends on our common stock in the near future. Any future determination as to
the declaration and payment of dividends on our common stock will be at the     
discretion of our Board of Directors and will depend on then existing           
conditions, including our financial condition, earnings, results of operations, 
capital requirements, business factors and other factors as our Board of        
Directors deems relevant. We currently intend to retain all earnings to finance 
our continued growth and the development of our business.                       

   Each share of preferred stock offered by this prospectus will be entitled
to receive annual cumulative dividends of $.60 per share, payable semi-annually 
on June 30 and December 31 of each year commencing June 30, 2000, either in cash
or in shares of common stock, in our sole discretion (except that dividends     
payable upon a redemption of the preferred stock will be payable only in cash). 
The number of shares of any common stock issued as a dividend will be based on  
the average closing sales price of the common stock on the five trading days    
immediately preceding the record date for each dividend. We anticipate that     
payments of dividends on our preferred stock will be made by issuing additional 
shares of our common stock for the foreseeable future.                          

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CAPITALIZATION

   Except as indicated in the footnote below, the following table sets forth
our capitalization as of September 30, 1999 on an actual basis. The pro forma   
data below reflect: (1) the sale in October and December 1999 of 241,133 shares 
of our common stock for aggregate net proceeds of $1,150,000; (2) the issuance  
in October and December 1999 of 140,706 shares of common stock pursuant to      
repricing rights; (3) the acquisition in October and December 1999 of the Web   
design and hosting assets of United Computer Specialists, Inc. and the assets of
FrontHost, LLC for aggregate consideration of $50,000 cash, $425,000 in         
promissory notes and 59,603 shares of common stock valued at $325,000; (4) the  
issuance in December 1999 of 98,462 shares of common stock upon the conversion  
of outstanding shares of Series A convertible preferred stock; (5) the issuance 
in December 1999 of 10,000 shares of common stock upon the exercise of stock    
options; and (6) the issuance in January 2000 of 3,330 shares of common stock   
for professional services rendered.                                             

    The pro forma as adjusted data below give effect to the receipt of the net
proceeds from the sale of 1,000,000 shares of preferred stock being offered by  
this prospectus at an offering price of $15.00 per share, after deducting the   
underwriting discounts and estimated offering expenses, and to the repayment of 
$425,000 of indebtedness. Further, the pro forma as adjusted data reflect       
additional dividends resulting from the conversion price of the preferred stock 
being less than the market price of the common stock at the time of this        
offering.                                                                       

     The pro forma as adjusted data exclude (a) 3,867,343 shares of common stock
issuable upon the exercise of outstanding stock options and warrants at a       
weighted average exercise price of $5.19 per share; (b) 207,161 shares of common
stock issuable upon the exercise of repricing rights; and (c) 79,868 stock      
options which are subject to stockholder approval of an increase in our stock   
option reserve.                                                                 

     The capitalization information set forth in the table below is qualified by
and should be read in conjunction with more detailed consolidated financial     
statements and related notes included elsewhere in this prospectus.             

                                                        [Enlarge/Download Table]


                                                                                   SEPTEMBER 30, 1999           
                                                                          ------------------------------------- 
                                                                                                     PRO FORMA  
                                                                            ACTUAL     PRO FORMA    AS ADJUSTED 
                                                                          ----------   ----------   ----------- 
                                                                                                                
Capitalized lease obligations and notes payable net of current                                                  
  portion ............................................................... $1,175,771   $1,600,771   $ 1,175,771 
                                                                          ----------   ----------   ----------- 
Stockholders' equity                                                                                            
  Preferred stock, $.01 par value; 2,000,000 shares authorized(1)                                               
     Series A, 10 shares issued and outstanding, actual; no shares pro                                          
       forma and pro forma as adjusted...................................         --           --            -- 
     Series B, no shares issued and outstanding, actual and pro forma;                                          
       1,000,000 shares issued and outstanding, pro forma as adjusted....         --           --        10,000 
  Common stock, $.01 par value; 25,000,000 shares authorized; 3,934,156                                         
     issued and 3,702,636 outstanding, actual; 4,487,390 issued and                                             
     4,255,870 outstanding, pro forma and pro forma as adjusted..........     39,342       44,874        44,874 
  Additional paid-in capital............................................. 13,653,046   15,169,359    33,459,359 
  Accumulated deficit.................................................... (8,736,771)  (8,758,616)  (14,158,616)
  Note receivable........................................................    (37,500)     (37,500)      (37,500)
  Treasury stock, at cost, 231,520 shares................................   (264,113)    (264,113)     (264,113)
                                                                          ----------   ----------   ----------- 
     Total stockholders' equity..........................................  4,654,004    6,154,004    19,054,004 
                                                                          ----------   ----------   ----------- 
  Total capitalization................................................... $5,829,775   $7,754,775   $20,229,775 
                                                                          ----------   ----------   ----------- 
                                                                          ----------   ----------   ----------- 

------------------                                                              
(1) Gives effect to the January 2000 amendment to our Certificate of            
    Incorporation increasing the number of shares of preferred stock that we are
authorized to issue to 2,000,000.                                       

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SELECTED CONSOLIDATED FINANCIAL DATA

   The selected consolidated financial data for the years ended December 31,
1997 and 1998 are derived from our consolidated financial statements which have 
been audited by BDO Seidman, LLP, independent public accountants, and are       
included elsewhere in this prospectus. The selected consolidated statement of   
operations data for the nine months ended September 30, 1998 and 1999 and the   
selected consolidated balance sheet data as of September 30, 1999 are derived   
from our unaudited consolidated financial statements included elsewhere in this 
prospectus.                                                                     

     The pro forma data below reflect: (1) the sale in October and December 1999
of 241,133 shares of our common stock for aggregate net proceeds of $1,150,000; 
(2) the issuance in October and December 1999 of 140,706 shares of common stock 
pursuant to repricing rights; (3) the acquisition in October and December 1999  
of the Web design and hosting assets of United Computer Specialists, Inc. and   
the assets of FrontHost, LLC for aggregate consideration of $50,000 cash,       
$425,000 in promissory notes and 59,603 shares of common stock valued at        
$325,000; (4) the issuance in December 1999 of 98,462 shares of common stock    
upon the conversion of outstanding shares of Series A convertible preferred     
stock; (5) the issuance in December 1999 of 10,000 shares of common stock upon  
the exercise of stock options; and (6) the issuance in January 2000 of 3,330    
shares of common stock for professional services rendered.                      

    The pro forma as adjusted data below give effect to the receipt of the net
proceeds from the sale of the 1,000,000 shares of preferred stock being offered 
by this prospectus at an assumed offering price of $15 per share, after         
deducting the underwriting discounts and estimated offering expenses, and to the
repayment of $425,000 of indebtedness. Further, the pro forma as adjusted data  
reflect additional dividends resulting from the conversion price of the         
preferred stock being less than the market price of the common stock at the time
of this offering.                                                               

   The selected financial data set forth below reflect only a portion of our
financial statements and should be read in conjunction with the consolidated    
financial statements and related notes and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this    
prospectus.                                                                     

CONSOLIDATED STATEMENT OF OPERATIONS DATA:                                      

                                                        [Enlarge/Download Table]


                                                                                        NINE MONTHS ENDED      
                                                        YEARS ENDED DECEMBER 31,          SEPTEMBER 30,        
                                                       --------------------------   -------------------------- 
                                                          1997           1998          1998           1999     
                                                       -----------    -----------   -----------    ----------- 
                                                                                                               
Revenues.............................................. $   321,706    $   574,964   $   369,972    $ 2,159,585 
                                                       -----------    -----------   -----------    ----------- 
Cost and expenses:                                                                                             
  Cost of revenues....................................     215,199        586,760       309,627      1,426,006 
  Selling, general and administrative.................     533,054      1,412,935       651,878      3,770,720 
  Depreciation and amortization.......................      44,558        220,575        55,590      1,189,080 
  Non-cash compensation charge........................   1,537,000        175,137            --        712,220 
                                                       -----------    -----------   -----------    ----------- 
                                                         2,329,811      2,395,407     1,017,095      7,098,026 
                                                       -----------    -----------   -----------    ----------- 
  Loss from operations................................  (2,008,105)    (1,820,443)     (647,123)    (4,938,441)
Other income (expense) (net):.........................     (29,312)        76,344        37,037         45,317 
                                                       -----------    -----------   -----------    ----------- 
Net loss.............................................. $(2,037,417)   $(1,744,099)  $  (610,086)   $(4,893,124)
                                                       -----------    -----------   -----------    ----------- 
                                                       -----------    -----------   -----------    ----------- 
Loss per share--basic and diluted..................... $     (1.67)   $      (.72)  $      (.27)   $     (1.43)
                                                       -----------    -----------   -----------    ----------- 
                                                       -----------    -----------   -----------    ----------- 
Weighted average number of shares outstanding.........   1,218,000      2,435,035     2,221,077      3,421,359 
                                                       -----------    -----------   -----------    ----------- 
                                                       -----------    -----------   -----------    ----------- 
Deficiency in earnings to cover fixed charges......... $(2,037,417)   $(1,744,099)  $  (610,086)   $(4,893,124)
                                                       -----------    -----------   -----------    ----------- 
                                                       -----------    -----------   -----------    ----------- 

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BALANCE SHEET DATA:                                                             

                                                        [Enlarge/Download Table]


                                           AS OF DECEMBER 31, 1998            AS OF SEPTEMBER 30, 1999          
                                          --------------------------  ----------------------------------------- 
                                                                                                     PRO FORMA  
                                                                        ACTUAL        PRO FORMA     AS ADJUSTED 
                                                                      -----------    -----------    ----------- 
                                                                                                                
Cash and cash equivalents................        $  1,994,711         $   913,782    $ 2,013,782    $14,488,782 
Working capital (deficiency).............           1,245,536            (867,668)       307,332     12,782,332 
Total assets.............................           6,286,403           8,015,454      9,915,454     22,390,454 
Total liabilities........................           1,239,016           3,361,450      3,761,450      3,336,450 
Accumulated deficit......................          (3,843,647)         (8,736,771)    (8,758,616)   (14,158,616)
Stockholders' equity.....................           5,047,387           4,654,004      6,154,004     19,054,004 

                                                        [Enlarge/Download Table]


                                                                                        NINE MONTHS ENDED      
                                                        YEARS ENDED DECEMBER 31,          SEPTEMBER 30,        
                                                       --------------------------   -------------------------- 
                                                          1997           1998          1998           1999     
                                                       -----------    -----------   -----------    ----------- 
                                                                                                               
EBITDA(1)............................................. $(1,963,547)   $(1,599,868)  $  (591,533)   $(3,749,361)
                                                       -----------    -----------   -----------    ----------- 
                                                       -----------    -----------   -----------    ----------- 

------------------                                                              
(1) EBITDA is earnings from operations before interest, taxes, depreciation and 
 amortization. EBITDA is included because management believes that certain
  investors find it to be a useful tool for measuring a company's ability to
service its debt. However, EBITDA does not represent cash flow from     
operations, as defined by generally accepted accounting principles. In  
   addition, EBITDA should not be considered as a substitute for net income or
  net loss as an indicator of our operating performance or cash flow or as a
  measure of liquidity. This data should be examined in conjunction with our
consolidated financial statements and notes to the financial statements 
included elsewhere in this prospectus.                                  

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

  The following discussion and analysis should be read in conjunction with
"Selected Consolidated Financial Data" and the accompanying financial statements
and related notes included elsewhere in this prospectus.                        

OVERVIEW                                                                        

    Our company was organized in February 1997 as successor to the business of
three predecessor limited liability companies. In May 1997, we effected a       
reorganization pursuant to which: (1) the predecessor companies transferred all 
of their assets, subject to all of their liabilities, to us; (2) our principal  
stockholders exchanged their interests in the predecessor companies for         
promissory notes in the aggregate principal amount of $372,137; and (3) each of 
the predecessor companies dissolved. Our financial statements include the       
accounts of the predecessor companies.                                          

   During 1998 and the first half of 1999, approximately 90% of our revenues
were derived from providing Internet access services to individuals and         
businesses. These revenues are comprised principally of recurring revenues from 
our customer base and leased line connections and from various ancillary        
services. We charge subscription fees, which are billed monthly or quarterly, in
advance, typically pursuant to pre-authorized credit card accounts, or automatic
bank transfers. The remaining 10% of our revenues during those periods were     
derived from Web development and hosting services. Our business strategy is to  
increase the percentage of revenues we derive from Web development and hosting  
services. We have not yet generated any revenues as a CLEC reseller of telephone
access.                                                                         

 Monthly subscription service revenues are recognized over the period in
which services are provided. Service revenues derived from dedicated access     
services, which require the installation and use of equipment we provide at a   
customer's location, are recognized when the service is commenced. Fee revenues 
for Web development and hosting are recognized as services are performed.       

RESULTS OF OPERATIONS                                                           

Comparison of Nine Months ended September 30, 1999 and 1998                 

   Revenues. Revenues increased for the nine months ended September 30, 1999
by $1,789,613, or 483.7%, over the same period in the prior year. The increase  
was attributable to an expanded customer base. We had approximately 15,000      
customers at September 30, 1999, as compared to 2,000 customers at September 30,
1998. The increase in our customer base was principally due to acquisitions.    

Cost of Revenues. Cost of revenues for the nine-month period ended    
September 30, 1999 increased by $1,116,379 from the prior comparable period to  
$1,426,006. Cost of revenues as a percentage of revenues decreased to 66.0%     
during the nine-month period ended September 30, 1999 from 83.7% for the        
nine-month period ended September 30, 1998. The absolute dollars increase in    
cost of revenues was due to increased communication and technical personnel     
expenses incurred to support the increased customer base and in anticipation of 
future customer growth. We expect these costs to increase in absolute dollars as
additional customers are added.                                                 

Selling, General and Administrative. For the nine-month period ended  
September 30, 1999, selling, general and administrative expenses excluding      
failed acquisition-related costs increased by $2,838,842 to $3,770,720. As a    
percentage of revenues, selling, general and administrative expenses decreased  
from 176.2% for the nine-month period ended September 30, 1998 to 174.6% for the
nine-month period ended September 30, 1999. The absolute dollar increase in     
selling, general and administrative expenses was primarily attributable to      
higher payroll, advertising, promotion and professional fees incurred in 1999   
due to the increased revenue base and in anticipation of growth. On             
September 30, 1999, we had 70 employees, as compared to 17 on September 30,     
1998. In addition, $280,000 of failed acquisition related costs were charged to 
operations for the nine-month period ended September 30, 1999. We anticipate    
future increases in operating expenses related to advertising, promotion,       
payroll and professional fees.                                                  

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Depreciation and Amortization. For the nine-month period ended        
September 30, 1999, depreciation and amortization increased by $1,133,490 to    
$1,189,080. The increase was due to amortization charges from acquisitions and  
due to depreciation arising from additional equipment acquired in 1999.         

Non-cash Compensation Charge. We granted certain employees options to 
purchase an aggregate amount of 245,768 shares of common stock which required   
stockholder approval prior to issuance. Our stockholders approved the issuance  
in June 1999, and that approval date is deemed to be the grant date. Since the  
fair market value of the shares at the grant date exceeded the exercise price,  
compensation costs of $712,220 were recognized during the nine months ended     
September 30, 1999.                                                             

Interest Income. Interest income net of interest expense increased by 
$8,280, or 22.4%, for the nine-month period ended September 30, 1999. The       
increase in interest income was due to investment of unutilized proceeds of our 
initial public offering completed in May 1998.                                  

Net Loss. We incurred significant losses and anticipate that we will  
continue to incur losses until sufficient revenues are generated to offset the  
substantial up-front expenditures and operating costs associated with attracting
and retaining additional customers. For the nine months ended September 30, 1999
and 1998, we incurred net losses of $4,893,124 and $610,086.                    

Comparison of Years ended December 31, 1998 and 1997                        

Revenues. Revenues for the year ended December 31, 1998 were $574,964 
compared to $321,706 for the year ended December 31, 1997. The increase was     
attributable to an expanded customer base. We had approximately 15,000 customers
at December 31, 1998, up from 1,500 customers at December 31, 1997. The increase
in customer base was principally due to acquisitions.                           

  Cost of Revenues. For the year ended December 31, 1998, cost of revenues
increased by $371,561 to $586,760. As a percentage of revenues, cost of revenues
increased from 66.9% to 102.1%. The absolute dollars increase in our cost of    
revenues was due to increased communication and technical personnel expenses    
incurred to support the increased customer base and in anticipation of future   
customer growth. We expect these costs to increase in absolute dollars as       
additional customers are added.                                                 

    Selling, General and Administrative. For the year ended December 31, 1998,
selling, general and administrative expenses increased by $879,881 to           
$1,412,935. As a percentage of revenues, selling, general and administrative    
expenses increased from 165.7% to 245.7%. The absolute dollar increase in our   
selling, general and administrative expenses was primarily attributable to      
higher payroll, advertising, promotion and professional fees incurred in 1999   
due to increased revenue base and in anticipation of growth. We anticipate      
future increases in operating expenses related to advertising, promotion,       
payroll and professional fees.                                                  

Depreciation and Amortization. For the year ended December 31, 1998,  
depreciation and amortization increased by $176,017 to $220,575. The increase   
was due to amortization charges arising from acquisitions and due to            
depreciation arising from additional equipment acquired in 1998.                

  Non-cash Compensation Charges. Non-cash compensation charges of $175,137
and $1,537,000 for the years ended December 31, 1998 and 1997 were recognized as
a result of stock options granted to non-employees in 1998 and shares of common 
stock issued to founding shareholders and to a director for services in 1997.   

Interest Income. Interest income net of interest expense for 1998 was 
$73,344 compared to net interest expense of $28,421 for 1997. The increase in   
interest income was due to investment of unutilized proceeds of our initial     
public offering.                                                                

   Net Loss. We have incurred significant losses and anticipate that we will
continue to incur losses until sufficient revenues are generated to offset the  
substantial up-front expenditures and operating costs associated with attracting
and retaining additional customers. For the years ended December 31, 1998 and   
1997, we incurred net losses of $1,744,099 and $2,037,417, respectively.        

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ACQUISITIONS                                                                    

  Acquisitions have historically been and will continue to be an important
aspect of our growth strategy. Since October 1998, we have completed the        
following acquisitions: WOWFactor, Inc., a company engaged in the business of   
promoting e-commerce through its Websites primarily for women's businesses; Roxy
Systems, Inc. d/b/a Magic Carpet, an Internet service provider in Orange County,
New York; US Online, Inc., a provider of Internet access, Web hosting and leased
communications lines in New York, New Jersey and Pennsylvania; Webspan          
Communications, Inc., an Internet service provider in New York and New Jersey;  
WebPrime, Inc., a Website design, Web development and software development firm;
Channel iShop.com, (now iShopNetworks.com) a company with a marketing concept   
targeting retail businesses; assets relating to the dial-up Internet access     
customer base and Web design and hosting capabilities of United Computer        
Specialists, Inc.; a customer base of additional DSL customers of Lingua        
Systems, Inc. d/b/a/ Fullwave Networks; a customer base of additional dial-up   
customers of Skyhigh Information Technologies; and FrontHost, LLC, a company in 
the business of providing Web hosting and design services.                      

   Our acquisitions resulted in our recording significant intangible assets.
As of September 30, 1999, we had $3,596,347 of net intangible assets which are  
being amortized over a period of three years. See Note 4 of Notes to            
Consolidated Financial Statements.                                              

LIQUIDITY AND CAPITAL RESOURCES                                                 

     In May 1997, we consummated a private placement pursuant to which we issued
160,000 shares of common stock (after giving effect to a subsequent 4-for-5     
reverse stock split) and received gross proceeds of $400,000.                   

   In December 1997, we consummated a private placement pursuant to which we
issued (i) $150,000 principal amount of promissory notes and (ii) warrants to   
purchase 300,000 shares of common stock at an exercise price of $5.00 per share.
The notes were repaid in May 1998.                                              

  In May 1998, we completed an initial public offering of our common stock
and warrants and received net proceeds of approximately $5.8 million. $443,000  
of the proceeds was used for repayment of indebtedness (including $185,848 to   
affiliates), and $264,113 was used to repurchase 231,520 shares of common stock.
We completed four acquisitions in 1998 and used approximately $1,482,000 of the 
public offering proceeds for the cash portion of the purchase prices and related
expenses. The remaining proceeds, after meeting our working capital and capital 
expenditure requirements, are currently held in interest-bearing bank accounts. 

    Our working capital deficiency at September 30, 1999 was $867,668 compared
to positive working capital of $1,245,536 at December 31, 1998. The decrease in 
working capital was due to operating losses, the purchase of communications     
equipment and acquisitions of businesses.                                       

In March, July, October and December 1999, we sold an aggregate of    
499,889 shares of common stock and three-year warrants to purchase an additional
68,175 shares of common stock at prices ranging from $5.23 to $13.85 per share  
in four private placements for gross consideration of $4,250,000. Each purchaser
is also entitled to receive additional shares of common stock if the market     
price of our common stock falls below specified price levels. As of             
December 14, 1999, the purchasers exercised repricing rights that resulted in   
our issuing an additional 239,716 shares of common stock. We may be required to 
issue up to an additional 207,161 shares of common stock to satisfy the         
remaining repricing rights.                                                     

Our primary capital requirements are to fund acquisition of subscriber
bases and related Internet businesses, establish additional POPs, install       
network equipment, lease space for consolidated POPs and for working capital. To
date, we have financed our capital requirements primarily through issuance of   
debt and equity securities. We currently do not have any lines of credit. The   
availability of capital sources is dependent upon prevailing market conditions, 
interest rates, and our financial condition.                                    

In September 1999, we acquired $1.3 million worth of communications   
equipment from a major telecommunications equipment manufacturer. The           
manufacturer provided the financing through a lease for $957,000. The lease     
requires us to pay $36,000 a month for 30 months commencing February 2000. In   
addition, $376,000 due to the manufacturer is payable over four quarterly       
installments of $93,650 commencing March 2000.                                  

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We require the proceeds of this offering to expand our operations and 
finance our future working capital requirements. Based on our current plans and 
assumptions relating to our business strategy, we anticipate that our cash on   
hand, expected revenues and the net proceeds of this offering will satisfy our  
capital requirements for approximately 12 months following the closing of this  
offering. However, if our plans change, if our assumptions prove to be          
inaccurate, or if the net proceeds of this offering otherwise prove to be       
insufficient for our needs, we may be forced either to seek additional financing
sooner than currently anticipated or curtail our operations. The proceeds of    
this offering may not be sufficient to fund our proposed expansion, and         
additional financing may not become available when needed. We will be materially
adversely affected if we do not obtain financing when needed.                   

YEAR 2000                                                                       

    We have not experienced any business interruptions or supplier delays from
Year 2000 problems to date and have not discovered any Year 2000 problems in    
internal computer systems material to our operations. We intend to continue to  
monitor our internal systems for Year 2000 problems and have also deployed      
redundant connections to diverse providers at core locations to minimize        
disruption of service in the event of an outage. However, the failure of our    
internal systems or of any one vendor or third-party provider could have a      
material adverse impact on our operations.                                      

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS                                      

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments  
and Hedging Activities" (SFAS No. 133), which requires companies to recognize   
all derivatives as either assets or liabilities in the statement of financial   
position and measure those instruments at fair value. SFAS No. 133 is effective 
for fiscal years beginning after June 15, 2000. We do not presently enter into  
any transactions involving derivative financial instruments and, accordingly, do
not anticipate the new standard will have any effect on our financial           
statements.                                                                     

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BUSINESS

GENERAL                                                                         

     The broad acceptance of the Internet has created numerous opportunities for
businesses to improve their competitive position in their markets. However, the 
analysis, design and implementation of an effective Internet solution require a 
range of skills, expertise and technology that only a limited number of small   
and medium-sized businesses possess. As a result, small and medium-sized        
businesses are increasingly seeking third party service providers to help them  
create, build and implement their Internet strategy. In response to these needs 
and the growth of the Internet as a vehicle for sales and services, we have     
developed a full array of services designed to address all of the Internet      
service requirements of our small and medium-sized business customers, including
a variety of Internet access alternatives and Website development and Internet  
Website presence services.                                                      

   We continue to acquire additional Internet service businesses in order to
grow our access, development and presence services. Since October 1998,         
primarily through 11 acquisitions, including regional Internet service          
providers, Web development, hosting and related companies, we increased our     
customer base from 2,000 to over 16,000 customers and now have the enhanced     
capability to provide the access, development and presence services necessary to
assist small and medium-sized business customers. We have expanded our access   
services nationally to include approximately 800 POPs, nine of which we own and 
the rest of which we license, capable of providing Internet access services to  
approximately 72% of the U.S. population. We also offer significant national    
high-speed access, including DSL ability through our alliances with Covad       
Communications Corp. and Network Access Solutions, Inc. In addition, as one of  
our subsidiaries is a licensed CLEC in New York and Pennsylvania, we anticipate 
that we will be able to reduce, on a relative basis, our overall communications 
costs by the end of 2000. We intend to expand our network infrastructure and    
increase our Internet access subscriber base by continuing to acquire other     
Internet service providers with a high concentration of small and medium-sized  
business customers.                                                             

Our business model focuses on businesses in specifically identified   
segments or geographic regions. In the northeast United States, where our sales 
force is currently located and where we own nine POPs, we are building brand    
equity in our Frontline.net operations, targeted at businesses generally.       
Throughout the United States, we target women-owned businesses with our         
WOWFactor.com marketing brand and Website and retail businesses with our        
iShopNetworks.com marketing brand and Website. We anticipate that our           
WOWFactor.com and iShopNetworks.com marketing efforts will continue nationally, 
and our Frontline.net branding effort will grow geographically, as our POPs and 
sales force expand our footprint.                                               

INDUSTRY OVERVIEW                                                               

In recent years, the Internet has experienced a rapid increase in its 
number of users. As a result, Internet access services is one of the fastest    
growing segments of the global telecommunications services marketplace.         
According to a survey conducted by NUA Ltd. Internet Surveys, there were        
201 million people online worldwide as of September 1999. The same study        
predicts that by 2005, the number of people online globally will increase to    
350 million. NUA Ltd. reported that business-to-business online transactions in 
the United States alone were expected to reach $109 billion by the end of 1999  
and $843 billion by 2002.                                                       

The rapid development and growth of the Internet has resulted in an   
industry of local, regional and national Internet service providers in the      
United States. These companies provide Internet access to their subscribers     
either by developing a proprietary network infrastructure or by purchasing      
Internet access from a wholesale provider or through a combination of both.     
Internet access services represent the means by which Internet service providers
interconnect either businesses or individual consumers to the Internet's        
resources or to corporate intranets and extranets.                              

    Recent technological advances, combined with cultural changes and evolving
business practices, have led to integration of the Internet into the activities 
of individuals and the operations and strategies of commercial organizations.   
Use of the Internet by individuals and small and medium-sized businesses has    
been accelerated by dramatic increases in cost-effective processing power and   
data storage capabilities in personal computers, as well as widespread          
availability of multimedia, fax/modem, and networking capabilities. Today,      
businesses                                                                      

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are increasingly recognizing that the Internet is fundamentally transforming the
way they compete. This realization is forcing businesses to reevaluate their    
Internet strategies and review their entire operational models in order to align
their business objectives more closely with their business processing and       
systems. Businesses are attempting to utilize innovative Internet solutions to  
improve their competitive position and take advantage of:                       

o greater opportunities to attract and retain profitable customers;   

o lower costs;                                                        

o improved operational efficiencies;                                  

o strengthened supply chain partner relationships; and                

o improved communications within organizations.                       

As a result, businesses are increasingly seeking third-party service  
providers to help them create and build business-driven Internet solutions. To  
service this emerging need, traditional service providers such as management    
consultants, traditional information technology service providers and           
advertising firms have created groups within their organizations that focus on  
the Internet needs of their clients. However, many of these traditional service 
providers lack the breadth of services to provide comprehensive Internet        
solutions, and businesses have begun to seek new third-party providers that can 
provide them with Internet solutions balancing their strategy, marketing and    
technology needs. This demand has led to the emergence of integrated Internet   
services firms that have the expertise to service this emerging market and can  
also provide a structured approach to integrating strategy, marketing and       
technology to create a single, unified Internet solution.                       

OUR STRATEGY                                                                    

  Our goal is to become a leading provider of Internet access, development
and presence services for small and medium-sized businesses throughout the      
United States. We intend to implement the following strategies in order to      
achieve our goal:                                                               

    o Increase our exposure to targeted segments of the small and medium-sized
     business market and increase our customer base by continuing to acquire
and develop Websites devoted to particular small and medium-sized 
business segments;                                                

o Expand our network infrastructure and increase our Internet dial-up 
       access subscriber base by continuing to acquire regional Internet service
    providers with a high concentration of small and medium-sized business
customers; and                                                    

   o Expand our Internet development and presence services internally and by
      acquiring or forming strategic partnerships with companies which provide
Internet-related services which benefit small and medium-sized    
businesses.                                                       

Target small and medium-sized business segments through devoted       
Websites. An essential part of our growth strategy will be the use of branded   
Websites to increase the exposure of our Internet access, development and       
presence services to potential small and medium-sized business customers in     
particular market segments. We intend to use these Websites to target these     
businesses as business owners, not as consumers, and we intend to attract       
business owners to these Websites by offering them products and services        
targeted to them as Internet users, based on their business segment. However,   
business owners who visit these Websites will also be exposed to our array of   
Internet access, presence and development services. We believe that the Internet
traffic generated by these Websites will be a valuable source of potential      
customers for our Internet services.                                            

In October 1998, we acquired WOWFactor, Inc. as the first step in our 
Website marketing strategy. WOWFactor.com was launched in May 1999 to promote   
e-commerce to professional women and women-owned businesses. We expect that     
WOWFactor.com will become a source of revenue from advertising fees charged for 
banner advertisements on its Website and revenue sharing arrangements with other
content providers that enter into strategic partnerships with us to provide     
their services through the Website. Our                                         

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primary purpose in developing WOWFactor.com is to generate traffic from small   
and medium-sized businesses that can then be exposed to our full array of       
Internet access, development and presence services available to business owners.

 iShopNetworks, which is currently scheduled to launch during the second
quarter of 2000, will feature products listed by categories and retailers listed
by location on stand-alone sites known as "verti-ports." Each destination will  
provide specific niches in the small and medium-sized business retail market    
(such as retailers in specified geographic areas and specialty retailers) with  
the opportunity to conduct e-commerce and build their businesses on the         
Internet. The goal of iShopNetworks is to provide retailers in each category    
with the specific access, development and presence services that they need in   
order to have an advantage over their competitors and to succeed online.        

Expand our network infrastructure and increase Internet dial-up access
subscribers. While we currently provide access services to individuals as well  
as small and medium-sized businesses, we are now focusing on increasing our     
customer base as we develop and enhance our Internet services targeted to these 
businesses. As our dial-up access subscriber base grows, we will seek to        
increase our network infrastructure so that our Internet access capacity can    
meet the demands of our customers.                                              

 We intend to expand our Internet access business principally through an
acquisition strategy that will increase our customer base as well as the network
infrastructure necessary to service our growing customer base. The Internet     
access market in the United States is highly fragmented and consists of a small 
number of large, national companies and a large number of smaller, regional     
companies. The majority of these companies are small or medium-sized businesses 
which we believe lack the technological capabilities and financial resources    
necessary to serve the Internet access needs of a rapidly changing market. We   
believe these factors are driving a general consolidation trend in the Internet 
access industry, and we believe this trend will continue for the foreseeable    
future.                                                                         

There is significant competition for acquisition candidates. However, 
unlike many Internet companies which seek to acquire access providers with a    
large number of residential dial-up customers, our acquisition strategy is      
focused on regional access providers which have a high number of potential small
and medium-sized business customers. We believe that there will generally be    
less competition for our acquisition targets because of their relatively lower  
concentration of residential users.                                             

     We will focus on acquiring companies that provide services in regions where
we have identified a high concentration of potential customers based on our     
demographic research. We intend to focus on expanding our business into         
geographic regions where we identify demand for our Internet services based on  
several factors, including the level of use of our branded e-commerce Websites  
in those geographic regions. In geographic regions which we target for growth,  
we will seek an initial acquisition to serve as a regional operations center and
then attempt to grow our business within those regions by acquiring additional  
Internet service providers that can be consolidated into the regional operations
center. We will seek to achieve operating efficiencies and economies of scale by
eliminating or consolidating redundant aspects of subsequent acquisitions within
each region, including POPs, equipment leases and telecommunications and access 
contracts. Generally, we will seek to acquire companies with talented management
teams and compatible technology.                                                

    Expand Internet development and presence services. We will seek to develop
a full array of Internet development and presence services in addition to our   
Internet access services to meet all of the Internet needs of our customers. We 
will seek to customize our services to the small and medium-sized business      
market, which we believe will result in higher customer loyalty and a lower     
churn rate than is experienced generally in the Internet industry. We also      
believe that this strategy will provide us with a competitive advantage over    
many of our larger competitors which do not focus sufficiently on the small and 
medium-sized business market and therefore do not offer such customized         
services.                                                                       

    In 1999, we acquired WebPrime, Inc. and substantially all of the assets of
United Computer Specialists, both Internet Website design and development       
companies. We intend to expand our service offerings through internal           
development and the acquisition of companies which have developed Internet      
presence or development services that complement our existing offerings.        

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   We also believe that strategic partnerships are important to developing a
full array of Internet service offerings. We primarily select partners that will
provide us and our customers with a value-added service and then share the      
revenue with us. In 1999, we developed proposals for and closed over 20 of these
partnership deals and became a premier business partner with IBM. Our premier   
partner status with IBM permits us to receive products at cost, use the IBM     
business partner logo and seal and earn commissions on Websites built on and    
supported by IBM products.                                                      

     Some of our other value added services and partnerships include the ability
to offer:                                                                       

     CONTENT: from partners such as LookSmart Ltd., MyWay.com, which is majority
owned by CMGI, Inc., and ScreamingMedia.Net, Inc., which provides Reuters and   
Associated Press stories;                                                       

E-COMMERCE TOOLS: including IBM's Net.commerce software for online    
merchandising, an easy-to-use e-commerce wizard and a merchant identification   
number;                                                                         

ONLINE OFFICE TOOLS: such as a video conferencing, contact sharing    
technology, file back up and privacy policy tools; and                          

SPECIAL OFFERS: special benefits and promotions from other companies  
exclusive to our customers.                                                     

We also enter into co-marketing agreements where organizations and    
associations exclusively promote our Frontline.net and WOWFactor.com brands     
through their marketing efforts. In some cases we have negotiated exclusive     
arrangements for our WOWFactor.com brand. We believe that this is the only site 
for women-owned businesses to offer content on CMGI's MyWayTM portal and on     
CMGI's One-Click-ChargeTM portal for niche content. WOWFactor has also been     
exclusively promoted to women's organizations worldwide, including the Women in 
Direct Marketing Association, the Ms. Foundation and the Women's International  
Chamber of Commerce.                                                            

RECENT ACQUISITIONS                                                             

   Since October 1998, we have completed the following acquisitions in order
to increase our Internet access, development and presence capabilities:         

     o WOWFactor, Inc. A company engaged in the business of promoting e-commerce
through its Websites primarily for women's businesses.            

  o Roxy Systems, Inc. d/b/a Magic Carpet. An Internet service provider in
Orange County, New York.                                          

 o US Online, Inc. A provider of Internet access, Web hosting and leased
      communications lines in New York, New Jersey and Pennsylvania, including
a POP in the Philadelphia area.                                   

     o Webspan Communications, Inc. An Internet service provider in New York and
New Jersey.                                                       

     o WebPrime, Inc. A Website design, Web development and software development
firm.                                                             

  o Channel iShop.com. A company with a marketing concept targeting retail
businesses.                                                       

    o United Computer Specialists, Inc.--access division. A subscriber base of
dial-up internet access customers.                                

     o United Computer Specialists, Inc.--web services division. Assets relating
to Web design and hosting capabilities.                           

o Lingua Systems, Inc. d/b/a/ Fullwave Networks. A customer base of   
additional DSL customers.                                         

   o Skyhigh Information Technologies. A customer base of additional dial-up
customers.                                                        

  o FrontHost, LLC. A company in the business of providing Web hosting and
design services.                                                  

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INTERNET SERVICES                                                               

  We have developed a variety of Internet access, development and presence
services to address the needs of our customers.                                 

Internet Access Services. We provide a variety of competitively priced
Internet access services, including dial-up accounts and dedicated access.      

  o Dial-Up Accounts: We believe that dial-up accounts present not only an
  attractive opportunity for growth and cash flow, but also constitute
excellent targets for our suite of e-commerce services. A user can
quickly activate an account with us and obtain two Internet e-mail
   addresses and Web space and establish automatic billing to the user's
    credit card. Our network supports connectivity software which utilizes
standard communication protocols such as TCP/IP, enabling a user's
 computer to communicate with other computers over the Internet. Our
      dial-up services experience over 99% uptime rates and a low incidence of
 busy signals. We have recently expanded our dial-up services to add
 national access capability, which permits customers to access their
    Frontline accounts from anywhere in the continental United States, and
control features which prevent violence, profanity and other      
  inappropriate materials from reaching children or business accounts.

 o DSL: We are a reseller of Digital Subscriber Line high-speed Internet
      access services for both Covad and NAS, and now offer Digital Subscriber
    Line, ISDN Digital Subscriber Line, Asymmetric Digital Subscriber Line
       and Symmetric Digital Subscriber Line services nationally. These products
     provide dedicated connectivity at an affordable cost for companies that
need high-performance Internet access.                            

  o Dedicated Access: We offer high speed, high bandwidth dedicated leased
       lines principally for business users who desire to connect their internal
       computer networks to the Internet, 24 hours a day, seven days a week. Our
     leased line accounts are also available to provide Internet services to
   businesses at various speeds, including 56K circuits, fractional T-1,
      full T-1 and T-3 lines, depending on the customer's needs. Our dedicated
 leased lines blend security and speed and offer commercial strength
bandwidth that our business customers can rely on for critical    
productivity and e-commerce applications.                         

  o Co-location services: Our co-location services enable our customers to
       install equipment at our facilities and connect their systems directly to
the Internet. We believe many of our customers will save money by 
   co-locating with us because they will avoid the costs associated with
     establishing and maintaining an on-site facility and because the direct
     connection to our network facilities eliminates communications charges.

Internet Development Services. We provide our customers with Internet 
Website development services. These services enable small businesses to develop 
operational Internet e-commerce Websites. Our Website development services      
include the following:                                                          

   o Do it yourself: Our do it yourself "Website wizard" products assist our
   customers in developing their own Websites by using our user-friendly
unassisted Web development tools.                                 

o Website design services: Our in-house engineers, consultants and    
    designers assist our customers with marketing strategy, graphic design
  and layout, writing and editing and Website information architecture
(including Website navigation and searching systems). Our in-house
       professionals also have expertise in the creation of intranets, which are
secure, internal networks that allow employees within a company to
  communicate and share information through the company's Website, and
       extranets, which is a network that enables a company's customers or other
    outside parties to gain access to the intranet. As part of our Website
       design services, our customers have access to our "toolbox" of e-commerce
       solutions which we have developed through our partner programs, including
 technology and services which enable online transactions, security,
advertising and promotions.                                       

  o Additional business-related services: Our Website development services
  include search engine registration, domain name set up and transfer,
server set up, additional storage space for Website pages, e-mail 
    aliases, additional e-mail addresses and 1-800 roaming access service.

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 Internet Presence Services. We provide our customers with the following
Internet Website presence services to maximize the value of their Internet      
Websites:                                                                       

o Website hosting: Website hosting services offer our customers the   
      opportunity to develop a 24 hour interactive presence on the Internet by
 renting space on our Internet servers. By using our Website hosting
   services, our customers can avoid the hardware investment required to
      operate their own servers and the ongoing costs associated with locating
    and maintaining those servers. Our Web servers connect directly to the
     Internet via high speed T-1 and T-3 communications lines, which provide
    the maximum bandwith currently available. Our Website hosting services
 include domain name registration, e-mail addresses, file upload and
download capability and statistical logs.                         

   o Website analysis: We offer Website analysis services which are designed
       to help our customers maximize the exposure of their Websites. We analyze
    our customers' access logs to determine how much referral traffic they
receive from various search engines and Internet directories. Our 
professionals also rate customer Websites in numerous categories, 
   including usability, information architecture, navigation and overall
     appeal for the customer's target audience. We also evaluate whether our
     customers' Websites can be redesigned so that they will be more visible
on Internet search engines and directories.                       

     o Search engine submission: We can submit our customers' Websites to search
   engines, and we offer long term contracts for resubmission at regular
intervals.                                                        

o Marketing strategy consultation: Our marketing and advertising      
professionals can assist customers with building a marketing plan 
       designed to increase the recognition and use of their Websites. Owners of
   Websites have numerous marketing options available to them, including
   mass distribution through faxes or e-mails, press releases, newsgroup
 postings, forming strategic links with popular Websites and posting
   banner advertisements on other Websites. The exposure of Websites can
 also be increased by increasing their visibility on Internet search
   engines and directories. We work with our customers to identify which
       marketing strategies best fit their circumstances, and we can assist them
       in implementing the strategy, including negotiating with third parties on
     their behalf. As part of this process, we also identify those customers
     that can benefit from any of our e-commerce enabling resources which we
have developed through our partner programs.                      

NETWORK INFRASTRUCTURE                                                          

    Our telecommunications network currently is comprised of leased high speed
data lines and numerous POPs which allow Internet access throughout the         
northeast United States. These POPs permit customers in these areas to access   
the Internet through a local telephone call. We currently support a variety of  
modems, including 33.6 and V90 Kbps, at each of our POPs and have X2, 56K and   
ISDN technologies at most of our POPs.                                          

   Our network is monitored 24 hours a day, seven days a week by our network
operations center in Pearl River, New York. The network operations center       
provides network monitoring, performance support and traffic management. It also
furnishes real-time network status updates to our technical support and customer
service staff and assists with problem resolution. In addition, the network     
operations center provides real-time alarms, event correlation, forecasting and 
notifications of network events. Our technology team monitors and upgrades our  
network technology when necessary. Access to our network operations center      
requires electronic identification badges and is limited to top security        
personnel and technical team members.                                           

    Our network equipment receives conditioned, or regulated, power to protect
it from damaging voltage spikes and brownouts. Backup power systems             
automatically supply emergency power to our network equipment in the event of a 
total power outage. Our network operations center contains a separate dedicated 
industrial-size air conditioner to reduce the heat generated by our equipment in
order to prevent shut downs and overheating of critical equipment and to allow  
our servers to operate at peak efficiency. In addition, we are in the process of
installing a FM-200 fire suppression system at our new network operations center
guaranteed by its manufacturer to fill the entire room with a gas which will    
extinguish a fire within 10                                                     

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seconds. This fire suppression system does not contain water sprinklers, which  
could damage equipment or cause electrical fires, and covers the actual room,   
the ceiling and the floor beneath the room.                                     

MARKETING AND SALES                                                             

  Although we continue to provide Internet services to a growing number of
individuals, our primary focus has shifted to providing Internet service to     
small and medium-sized businesses. We currently obtain new individual customers 
by (1) responding to telephone calls and e-mails which are largely generated    
from referrals from existing customers and (2) acquiring other Internet service 
providers. Our marketing programs include a retention program to maintain our   
current customer base and a referral program to generate new customers.         

The primary methods planned for targeting new small business customers
include direct response marketing programs such as radio, promotions, print     
advertising, telemarketing, online marketing and broadcast fax. Affiliate       
marketing programs, such as those with online book and record sellers, will also
be employed. In a highly competitive industry such as this one, we believe that 
name recognition is essential. Our marketing personnel are actively working to  
achieve name recognition through radio, trade and local business print media    
advertising and local event marketing. We believe that this will also aid in the
development of a quality, value added reseller and affiliate channel. We have   
adopted the slogan "Effortless E-Commerce & Internet Access" for which we have a
pending trademark application with the United States Patent and Trademark       
Office. This slogan is intended to communicate our focus to potential small     
business customers.                                                             

 We currently have an in-house sales and marketing staff consisting of a
Director of Marketing, a Director of Sales, inbound sales representatives and   
brand and marketing managers. We are currently exploring the advantages of      
outsourcing our telemarketing.                                                  

CUSTOMER SUPPORT                                                                

    We believe that providing prompt and effective technical assistance to our
customers and carrying out effective quality improvement programs are of        
paramount importance and essential in order to retain our customers. We provide 
network monitoring and emergency customer assistance services 24 hours a day,   
seven days a week. Regular support and technical assistance is available 16     
hours per day, seven days per week. We currently provide 24-hour support to our 
business customers and plan to implement 24-hour customer support for all of our
customers during 2000. In-house customer support personnel respond to telephone 
and e-mail inquiries. All customer service is handled in-house in order to      
maintain the support levels required to retain customers in a competitive       
market.                                                                         

COMPETITION                                                                     

     Internet Access Services. The market for Internet access services is highly
competitive, rapidly evolving and subject to technological change. There are no 
substantial barriers to entry, and we expect that competition will intensify in 
the future. Our ability to compete successfully is significantly affected by    
numerous factors, including price, ease of use, reliability, customer support,  
geographic coverage, and industry and general economic trends, particularly     
unfavorable economic conditions adversely affecting consumer discretionary      
spending. Our competitors include many large companies that have substantially  
greater market presence and financial, technical, marketing and other resources 
than we do, including                                                           

o international, national and regional Internet service providers;    

o established online services companies that currently offer Internet 
access;                                                           

o computer hardware and software and other technology companies;      

o national long distance carriers;                                    

o regional Bell operating companies; and                              

o cable operators.                                                    

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  Advances in technology and changes in the marketplace and the regulatory
environment will continue, and we cannot predict the effect that ongoing or     
future developments may have on us or our competitors, or on the pricing of our 
products and services.                                                          

Internet Services. The market for Internet services is relatively new,
intensely competitive, quickly evolving and subject to rapid technological      
change. We expect competition to intensify as the market evolves. We believe    
that the competitors fall into several categories, including Internet service   
firms, technology integrators and strategic consulting firms.                   

Many of our competitors have longer operating histories, larger client
bases, longer relationships with clients, greater brand or name recognition and 
significantly greater financial, technical, marketing and public relations      
resources than we do. While we believe that only a few of these competitors     
offer an integrated package of Internet services, several competitors have      
announced their intent to offer a broader range of services than they currently 
provide. We believe that the principal competitive factors in the Internet      
services market are the provision of an integrated services capability, breadth 
of service offerings, cost certainty and a customer base to which high-end      
products can be marketed, and we believe that our service model will allow us to
compete favorably against these competitors.                                    

There are relatively low barriers to entry into the Internet services 
market. As a result, new market entrants pose a threat to our business. Existing
or future competitors may develop or offer services that are comparable or      
superior to ours at a lower price, which could have a material adverse effect on
our business, financial condition and results of operations.                    

   Competitive Local Exchange Services. As we increase our CLEC services, we
will be subject to competition from other CLECs and local telephone companies.  
The local exchange industry is competitive, evolving, and subject to            
technological change, and competition is expected to increase in the future.    
Many of the competitors in the CLEC industry have greater financial, personnel, 
brand name recognition, and other resources than we do.                         

INDUSTRY REGULATION                                                             

   The following summary of regulatory developments and legislation does not
describe all present and proposed federal, state and local regulations and      
legislation affecting us and our industry. Other federal, state and local       
legislation and regulations are currently the subject of judicial proceedings,  
legislative hearings and administrative proposals which could change the manner 
in which our industry operates. Neither the outcome of these proceedings, nor   
their impact upon us or our industry can be predicted at this time.             

Internet Service Provider Regulation. Currently, few U.S. laws or     
regulations specifically regulate communications or commerce over the Internet. 
However, changes in the regulatory environment relating to the Internet         
connectivity market, including regulatory changes which directly or indirectly  
affect telecommunications costs or increase the likelihood or scope of          
competition from the regional Bell operating companies or other                 
telecommunications carriers, could affect the prices at which we may sell our   
services and impact competition in our industry. Congress and the Federal       
Communications Commission will likely continue to explore the potential         
regulation of the Internet. For instance, the Federal Communications Commission 
may impose certain payments on Internet service providers, similar to payments  
imposed on telecommunications carriers, which could cause our costs of doing    
business to increase substantially.                                             

   One area in which Congress has attempted to regulate information over the
Internet involved the dissemination of obscene or indecent materials. Certain   
provisions of the Telecommunications Act of 1996 relating to indecent           
communication over the Internet, generally referred to as the Communications    
Decency Act, were found to be unconstitutional by the U.S. Supreme Court in     
1997. In October 1998, Congress enacted the Child Online Protection Act, which  
requires that online material that is "harmful" to minors be restricted. This   
law is currently being challenged in federal district court. On February 1,     
1999, a U.S. District Court judge issued a preliminary injunction against       
enforcement of portions of that act and the U.S. Department of Justice has      
appealed that decision. The Protection of Children from Sexual Predators Act of 
1998 creates an affirmative obligation of providers of electronic communication 
services to report certain                                                      

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violations of child pornography laws. Some states also have adopted or may adopt
in the future similar requirements. The constitutionality of such state         
requirements remains unsettled at this time.                                    

 Future laws and regulations could be adopted to address matters such as
user privacy, copyright and trademark protection, pricing, consumer protection, 
characteristics and quality of Internet services, libel and defamation, and     
sales and other taxes. Internet-related legislation and regulatory policies are 
continuing to develop, and we could be subject to increased regulation in the   
future. Laws or regulations could be adopted in the future that may decrease the
growth and expansion of the Internet's use, increase our costs or otherwise     
adversely affect our business.                                                  

 In 1998, Congress passed the Digital Millennium Copyright Act. That act
provides numerous protections from certain types of copyright liability to      
Internet service providers that comply with its requirements. To the extent that
we have not met those requirements, third parties could seek recovery from us   
for copyright infringements caused by our Internet customers.                   

The law relating to the liability of Internet service providers for   
information carried on or disseminated through their networks is currently      
unsettled. It is possible that claims could be made against Internet service    
providers for defamation, negligence, copyright or trademark infringement or on 
other theories based on the nature and content of the materials disseminated    
through their networks. We could be required to implement measures to reduce our
exposure to potential liability, which could include the expenditure of         
resources or the discontinuance or modification of certain product or service   
offerings. Costs that may be incurred as a result of contesting any claims      
relating to our services or the consequent imposition of liability could have a 
material adverse effect on our financial condition, results of operations and   
cash flow.                                                                      

     Competitive Local Exchange Carrier Regulation. Our wholly-owned subsidiary,
CLEC Communications Corp., was granted competitive local exchange carrier status
by the New York State Public Service Commission in December 1998 and has been   
granted provisional authority to operate as a competitive local exchange carrier
by the Pennsylvania Board of Public Utilities. We also have a CLEC application  
pending in New Jersey.                                                          

   In October 1999, our subsidiary entered into an interconnection agreement
with Bell Atlantic which sets forth the parameters within which we may subscribe
to and resell all forms of local telephone service in New York. In order to     
benefit from the reduced pricing structure provided in the interconnection      
agreement, we must demonstrate our ability to provide the interconnection       
services described in the agreement. We must also order and install certain     
telecommunications services and equipment. We expect that we will be able to    
benefit from the reduced pricing set forth in the agreement by the end of 2000. 

As a certified CLEC, we are subject to various ongoing regulatory     
requirements applicable to CLECs in particular and certain other requirements   
applicable to all telecommunications carriers. As we become certified as a CLEC 
in other states, we will become subject to the regulatory requirements in those 
states. Most states impose tariff filing requirements on carriers and require   
that telecommunications carriers charge just and reasonable rates and not       
discriminate among similarly situated customers. Some states also require the   
filing of periodic reports, the payment of various regulatory fees and          
surcharges, and compliance with service standards and consumer protection rules.
States often require prior approvals or notifications for certain transfers of  
assets (such as fiber optic cable or other telecommunications facilities),      
customers, or ownership. Some states also require approval or notice of the     
issuance of securities or debt or for name changes of a certificated carrier. We
intend to seek CLEC authority in additional states. We cannot guarantee that we 
will be able to obtain such approvals.                                          

    States generally retain the right to sanction a telecommunications carrier
or to revoke certifications if a carrier violates relevant laws and/or          
regulations. If any state regulatory agency concluded that we provide intrastate
service without the appropriate authority, or that we are not otherwise in      
compliance with state public utility commission laws and rules, that agency     
could initiate enforcement actions, potentially including the imposition of     
fines, the disgorging of revenues or the refusal to grant the regulatory        
authority necessary for the future provision of intrastate telecommunications   
services.                                                                       

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EMPLOYEES                                                                       

 As of January 6, 2000, we had 66 full-time employees, including our six
executive officers. We engage part-time employees from time to time. None of our
employees is represented by a union. We consider our employee relations to be   
good.                                                                           

PROPERTIES                                                                      

Our executive offices are located in Pearl River, New York. We lease  
approximately 12,000 square feet of space at an annual rent of approximately    
$275,000 pursuant to an amended lease which expires in May 2004. Our customer   
service center is located in Howell, New Jersey where we lease approximately    
2,400 square feet under a lease that expires in May 2004. The annual rent is    
approximately $45,000. We also lease space, typically less than 100 square feet,
in various geographic locations to house the telecommunications equipment for   
each of our POPs. Leased facilities for our POPs have various expiration dates  
through April 2002. Aggregate annual rent for our POPs is approximately $12,000.

LEGAL PROCEEDINGS                                                               

 We are not a party to any pending legal proceedings other than ordinary
course routine litigation incidental to our business. We do not believe that any
of these proceedings will have a material adverse effect on our financial       
condition or results of operations.                                             

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS                                                

Our executive officers, directors and key employees are:              

                                                        [Enlarge/Download Table]


NAME                                              AGE  POSITION                                        
------------------------------------------------  ---  ------------------------------------------------
                                                                                                       
Stephen J. Cole-Hatchard........................  42   Chairman of the Board, Chief Executive Officer  
                                                         and President                                 

Jodie L. Jackson................................  45   Chief Operations Officer and General Manager    

Nicko Feinberg..................................  28   Chief Information Officer, Executive Vice       
                                                         President of Technology and Director          

Michael Olbermann...............................  43   Executive Vice President of Operations, and     
                                                         Director                                      

Vasan Thatham...................................  41   Vice President and Chief Financial Officer      

Amy Wagner-Mele.................................  31   Executive Vice President, Secretary and General 
                                                         Counsel                                       

Ronald C. Signore...............................  39   Director                                        

William A. Barron...............................  50   Director                                        

     Stephen J. Cole-Hatchard has been our Chairman, Chief Executive Officer and
President since August 1997. Mr. Cole-Hatchard was our Vice President of Finance
from February 1997 to August 1997 and has been one of our directors since       
February 1997. Mr. Cole-Hatchard was Chief Financial Officer of Hudson          
Technologies, Inc., a refrigerant services company specializing in recovery and 
decontamination services, from 1993 to 1997, and has been a licensed attorney   
since 1988.                                                                     

    Jodie L. Jackson has been our General Manager since September 1999 and our
Chief Operations Officer since January 2000. From October 1996 to April 1999,   
Mr. Jackson served as a Chief Operating Officer at Paperless Adjudication LLC, a
developer of network solutions and proprietary software for processing          
electronic transactions. From 1993 through September 1996, Mr. Jackson was the  
Director of Marketing at Theratronics International Ltd., a manufacturer of     
medical equipment, hardware and software.                                       

Nicko Feinberg founded our company in 1995 and has been one of our    
directors and our Executive Vice President of Technology since November 1996 and
our Chief Information Officer since August 1997. From April 1994 to October     
1996, Mr. Feinberg was a Sales Manager and, from April 1991 to April 1994, a    
Sales Account Executive for Microage Computer Outlet, Inc., a company engaged in
computer sales.                                                                 

     Michael Olbermann has been our Executive Vice President of Operations since
September 1997 and one of our directors since February 1997. Mr. Olbermann was  
also our Chief Operations Officer from September 1997 until December 1999 and   
our Vice President of Business Development from February 1997 until September   
1997. From 1986 to 1997, Mr. Olbermann owned and operated Rock House            
Construction Co., Inc., a company engaged in commercial and residential         
construction.                                                                   

     Vasan Thatham has been our Vice President and Chief Financial Officer since
February 1999. From 1994 through 1998, Mr. Thatham was Vice President and Chief 
Financial Officer of Esquire Communications Ltd., a company engaged in providing
legal support services.                                                         

   Amy Wagner-Mele has been our Executive Vice President and General Counsel
since December 1998 and our Secretary since September 1998, and was our Vice    
President, Secretary and Corporate Counsel from September to December 1998. From
September 1997 to August 1998, Ms. Wagner-Mele was an associate with the law    
firm of Winston & Strawn. From 1993 to August 1997, Ms. Wagner-Mele was an      
associate with the law firm of Podvey, Sachs, Meanor, Catenacci, Hildner &      
Cocoziello, P.C.                                                                

Ronald C. Signore has been one of our directors since December 1997.  
Mr. Signore has been a partner in the accounting firm of Robert Gray & Co., LLP 
for more than the past five years.                                              

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   William A. Barron has been one of our directors since January 2000. Prior
to retirement, Mr. Barron served as Vice President and Chief Financial Officer  
of Hudson Technologies, Inc. from July 1996 to March 1997. Prior to that,       
Mr. Barron was President and Chief Operating Officer for Diagnostek, Inc., a    
pharmacy benefit management company, from May 1994 to October 1995 and Executive
Vice President and Chief Financial Officer for Diagnostek, Inc. from March 1993 
to April 1994. Mr. Barron is currently a defendant in two related class actions,
Freedman et. al. v. Value Health et. al. and Bash et. al. v. Value Health, Inc. 
et. al., pending in the United States District Court in Bridgeport, Connecticut 
arising from the acquisition of Diagnostek, Inc. by Value Health, Inc. The      
plaintiffs' claims in these actions include claims against certain former       
officers of Diagnostek, including Mr. Barron, under Section 15 of the Securities
Act and Sections 10(b) and 20 of the Exchange Act, Rule 10b-5 of the Exchange   
Act and certain attendant claims for common law fraud and negligent             
misrepresentation and violations of state securities laws, relating to, among   
other things, certain alleged inaccuracies regarding Diagnostek's financial     
condition contained in the joint merger proxy statement and a joint press       
release relating to the merger.                                                 

     All directors hold office until the next annual meeting of stockholders for
the ensuing year or until their successors have been duly elected and qualified.
Officers are elected annually by the Board of Directors and serve at the        
discretion of the Board.                                                        

BOARD COMMITTEES                                                                

 We have established an Audit Committee, which is responsible for making
recommendations concerning the engagement of independent public accountants,    
reviewing the plans and results of the audit engagement with the independent    
public accountants, approving professional services provided by the independent 
public accountants and reviewing the adequacy of our internal accounting        
controls. The Audit Committee is currently comprised of Messrs. Signore and     
Barron. We do not have standing compensation or nominating committees.          

DIRECTOR COMPENSATION                                                           

     We currently do not pay our employee directors any fees for attending Board
meetings. We pay non-employee directors $3,000 per annum for attending Board    
Meetings. We reimburse our directors for reasonable travel expenses incurred in 
connection with their activities on our behalf.                                 

EXECUTIVE COMPENSATION                                                          

 The following table sets forth compensation paid to our Chief Executive
Officer and our three other most highly compensated executive officers (each of 
whom was serving at the end of our fiscal year ended December 31, 1999) during  
the years ended December 31, 1997, 1998 and 1999. No other executive officer    
received aggregate compensation in excess of $100,000 during the year ended     
December 31, 1999. We refer to these four executive officers as our "Named      
Executives."                                                                    

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SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]


                                                                                                   LONG-TERM     
                                                                                                  COMPENSATION   
                                                                                                     AWARDS      
                                                                 ANNUAL COMPENSATION           ------------------
                                                         ------------------------------------     SECURITIES     
                                                                               OTHER ANNUAL       UNDERLYING     
NAME AND PRINCIPAL POSITION                        YEAR   SALARY     BONUS    COMPENSATION(1)  OPTIONS/SAR'S (#) 
-------------------------------------------------  ----  --------    -----    ---------------  ------------------
                                                                                                                 
Stephen J. Cole-Hatchard.........................  1999  $115,256     $ 0           $ 0            146,000(2)    
  Chief Executive Officer                          1998    34,846       0             0             79,000(2)    
                                                   1997         0       0             0                          

Nicko Feinberg...................................  1999  $108,615     $ 0           $ 0            146,000(2)    
  Chief Information Officer                        1998    79,500       0             0             20,000(2)    
                                                   1997    29,000       0             0                          

Michael Olbermann................................  1999  $108,615     $ 0           $ 0            146,000(2)    
  Chief Operations Officer                         1998    95,100       0             0             20,000(2)    
                                                   1997    49,730       0             0                          

Amy Wagner-Mele..................................  1999  $108,615     $ 0           $ 0             26,000(2)    
  Executive Vice President(3)                      1998    29,169       0             0             75,000(2)    

------------------                                                              
(1) The aggregate value of benefits to be reported under the "Other Annual      
Compensation" column did not exceed the lesser of $50,000 or 10% of the 
total of annual salary and bonus for any named executive officer.       

(2) Represents stock options granted under our 1997 Stock Option Plan.          

(3) Ms. Wagner-Mele joined us in September 1998.                                

     The following table sets forth information regarding options granted during
the year ended December 31, 1999 to our Named Executives:                       

OPTION/SAR GRANTS IN YEAR ENDED DECEMBER 31, 1999 

                                                        [Enlarge/Download Table]


                                            NUMBER OF SHARES                                                       
                                               UNDERLYING         % OF TOTAL                                       
                                              OPTIONS/SARS    OPTIONS/SARS GRANTED  EXERCISE PRICE                 
NAME                                            GRANTED       TO EMPLOYEES IN YEAR    ($/SHARE)     EXPIRATION DATE
-----------------------------------------  -----------------  --------------------  --------------  ---------------
                                                                                                                   
Stephen J. Cole-Hatchard.................        20,000                2.18%            $ 6.06           1/13/04   
                                                  1,000                0.11               5.65           9/20/04   
                                                 25,000                2.73               4.75           9/30/04   
                                                100,000               10.91               5.25          12/22/04   

Nicko Feinberg...........................        20,000                2.18               6.06           1/13/04   
                                                  1,000                0.11               5.65           9/20/04   
                                                 25,000                2.73               4.75           9/30/04   
                                                100,000               10.91               5.25          12/22/04   

Michael Olbermann........................        20,000                2.18               6.06           1/13/04   
                                                  1,000                0.11               5.65           9/20/04   
                                                 25,000                2.73               4.75           9/30/04   
                                                100,000               10.91               5.25          12/22/04   

Amy Wagner-Mele..........................         1,000                0.11               5.65           9/20/04   
                                                 25,000                2.73               5.25          12/22/04   

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     The following table sets forth information concerning the number of options
owned by our Named Executives, the value of any in-the-money unexercised options
as of December 31, 1999 and information concerning options exercised by our     
Named Executives during the year ended December 31, 1999:                       

AGGREGATED OPTION EXERCISES 
AND YEAR-END OPTION/SAR VALUES

                                                        [Enlarge/Download Table]

                                                                  NUMBER OF SECURITIES          VALUE OF UNEXERCISED    
                                                                 UNDERLYING UNEXERCISED             IN-THE-MONEY        
                                                                      OPTIONS/SARS                  OPTIONS/SARS        
                                     SHARES                     AT DECEMBER 31, 1999(#)       AT DECEMBER 31, 1999($)   
                                    ACQUIRED       VALUE      ----------------------------  ----------------------------
NAME                             ON EXERCISE(#)  REALIZED($)  EXERCISABLE    UNEXERCISABLE  EXERCISABLE    UNEXERCISABLE
-------------------------------  --------------  -----------  -----------    -------------  -----------    -------------
                                                                                                                        
Stephen J. Cole-Hatchard.......           0               0     174,000          51,000      $ 637,762       $ 123,938  
Nicko Feinberg.................           0               0     115,000          51,000        331,670         123,938  
Michael Olbermann..............           0               0     115,000          51,000        331,670         123,938  
Amy Wagner-Mele................      15,000       $ 161,250      50,000          36,000        190,650         183,618  

The year-end values for unexercised in-the-money options represent the
positive difference between the exercise price of the options and the year-end  
market value of our common stock. An option is "in-the-money" if the year-end   
fair market value of our common stock exceeds the option exercise price. The    
closing sale price of our common stock on December 31, 1999 was $7.688. The     
value realized represents the positive spread between the exercise price of the 
exercised options and the market price of our common stock on the date of       
exercise.                                                                       

EMPLOYMENT AGREEMENTS                                                           

   We have entered into employment agreements with each of Messrs. Feinberg,
Cole-Hatchard and Olbermann which provide for an annual base compensation of not
less than $88,000, $45,000, and $88,000, respectively, and such bonuses as the  
Board of Directors may, in its sole discretion, from time to time determine. We 
entered into an employment agreement with Amy Wagner-Mele pursuant to which     
Ms. Wagner-Mele agreed to serve as Corporate Counsel at a salary of not less    
than $98,000 per annum. We also entered into an employment agreement with       
Jodie L. Jackson pursuant to which Mr. Jackson agreed to serve as Chief         
Operations Officer and General Manager at a salary of not less than $110,000 per
annum. The employment agreements with Messrs. Feinberg, Cole-Hatchard and       
Olbermann expire in August 2000, and the employment agreements with             
Ms. Wagner-Mele and Mr. Jackson expire in September 2001 and September 2000, all
subject to automatic successive one year renewals unless either we or the       
employee gives notice of intention not to renew the agreement. The employment   
agreements provide for employment on a full-time basis and contain a provision  
that the employee will not compete or engage in a business competitive with our 
current or anticipated business during the term of the employment agreement and 
for a period of two years thereafter. We have entered into a month-to-month     
employment agreement with Mr. Thatham which provides for a base salary at a rate
of $95,000 per year. All of the employment agreements provide for each of the   
employees to be paid additional compensation equal to 295% of their annual base 
salary in the event of a change of ownership or effective control of our company
(as defined in the agreements).                                                 

1997 STOCK OPTION PLAN                                                          

    In February 1997, our Board of Directors and stockholders adopted our 1997
Stock Option Plan, pursuant to which 500,000 shares of common stock were        
reserved for issuance upon exercise of options. In June 1999, the Board of      
Directors and our stockholders approved an amendment to increase to 1,400,000   
the number of shares of common stock available for issuance upon exercise of    
options under the stock option plan. In the fourth quarter of 1999, we issued an
additional 79,868 stock options which are subject to stockholder approval of an 
increase in our stock option reserve. Our stock option plan is designed to serve
as an incentive for retaining qualified and competent employees, directors and  
consultants.                                                                    

  Our Board of Directors or a committee of our Board administers our stock
option plan and is authorized, in its discretion, to grant options under our    
stock option plan to all eligible employees, including our officers, directors  
(whether or not employees) and consultants. Our stock option plan provides for  
the granting of both "incentive stock options" (as defined in Section 422 of the
Internal Revenue Code of 1986, as amended) and non-qualified stock options.     
Options can be granted under our stock option plan on such terms and at such    

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prices as determined by the Board of Directors or its committee, except that the
per share exercise price of options will not be less than the fair market value 
of the common stock on the date of grant. In the case of an incentive stock     
option granted to a stockholder who owns stock possessing more than 10% of the  
total combined voting power of all of our classes of stock, the per share       
exercise price will not be less than 110% of the fair market value on the date  
of grant. The aggregate fair market value (determined on the date of grant) of  
the shares covered by incentive stock options granted under our stock option    
plan that become exercisable by a grantee for the first time in any calendar    
year is subject to a $100,000 limit.                                            

    Options granted under our stock option plan will be exercisable during the
period or periods specified in each option agreement. Options granted under our 
stock option plan are not exercisable after the expiration of 10 years from the 
date of grant (five years in the case of incentive stock options granted to a   
stockholder owning stock possessing more than 10% of the total combined voting  
power of all of our classes of stock) and are not transferable other than by    
will or by the laws of descent and distribution.                                

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS                             

     Our Certificate of Incorporation provides for us to indemnify each director
and officer to the fullest extent permitted by the Delaware General Corporation 
Law. This may reduce the likelihood of derivative litigation against our        
directors and may discourage or deter stockholders or management from suing     
directors for breaches of their duty of care, even though such an action, if    
successful, might otherwise benefit us and our stockholders.                    

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons     
pursuant to the foregoing provisions or otherwise, we have been advised that, in
the opinion of the SEC, such indemnification is against public policy as        
expressed in the Securities Act and is therefore unenforceable.                 

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PRINCIPAL STOCKHOLDERS

  The following table sets forth information known to us as of January 20,
2000 regarding the beneficial ownership of our common stock, based on           
information provided by the persons named below in publicly available filings,  
and as adjusted to reflect the completion of this offering by:                  

o each of our directors and our Named Executives;           

o all directors and executive officers as a group; and      

       o each person who is known by us to own beneficially more than five
percent of our outstanding shares of common stock.      

     Unless otherwise indicated, the address of each beneficial owner is care of
Frontline Communications Corporation, One Blue Hill Plaza, 7th Floor, Pearl     
River, New York 10965. Unless otherwise indicated, we believe that all persons  
named in the following table have sole voting and investment power with respect 
to all shares of common stock that they beneficially own.                       

                                                        [Enlarge/Download Table]


                                                             NUMBER OF SHARES   PERCENTAGE OF SHARES
           NAME AND ADDRESS OF BENEFICIAL OWNER             BENEFICIALLY OWNED   BENEFICIALLY OWNED 
----------------------------------------------------------  ------------------  --------------------
                                                                                                    
Stephen J. Cole-Hatchard..................................         371,000               8.4%       
Nicko Feinberg............................................         371,000               8.5        
Michael Olbermann.........................................         303,000               6.9        
Amy Wagner-Mele...........................................          65,000               1.5        
Ronald Signore............................................          94,864               2.2        
William Barron............................................          10,000                 *        
All directors and executive officers as a                                                           
  group (seven persons)...................................       1,249,864              25.8%       

------------------                                                              
* Less than 1%.                                                                 

   The shares beneficially owned by Mr. Cole-Hatchard include 144,000 shares
held by the Cole-Hatchard Family Limited Partnership, of which                  
Mr. Cole-Hatchard is the general partner, and options to purchase 174,000 shares
of common stock. This does not include 20,000 shares held by                    
Mr. Cole-Hatchard's mother and brother and warrants to purchase 64,000 shares   
held by Mr. Cole-Hatchard's mother.                                             

The shares beneficially owned by Mr. Feinberg and Mr. Olbermann each  
includes 115,000 shares of common stock which may be purchased under immediately
exercisable options.                                                            

   The shares beneficially owned by Ms. Wagner-Mele include 50,000 shares of
common stock which may be purchased under immediately exercisable options.      

   The shares beneficially owned by Mr. Signore include shares issuable upon
the exercise of (1) warrants to purchase 41,664 shares of common stock and      
(2) immediately exercisable options to purchase 50,000 shares of common stock.  

 The shares beneficially owned by Mr. Barron are 10,000 shares of common
stock which may be purchased under immediately exercisable options.             

    The shares beneficially owned by all directors and executive officers as a
group include options and warrants to purchase an aggregate of 590,664 shares of
common stock.                                                                   

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RELATED PARTY TRANSACTIONS

  In May 1997, Messrs. Nicko Feinberg and Stephen J. Cole-Hatchard, two of
our current officers and directors, and Mr. Michael Char, a former officer and  
director, exchanged their interests in the three predecessor companies to whose 
business we succeeded for promissory notes in the principal amounts of $141,800,
$66,800 and $163,537. This indebtedness included $21,737 and $35,000 of advances
previously made to us by Messrs. Char and Cole-Hatchard. The promissory notes   
were issued to Messrs. Feinberg, Char and Cole-Hatchard in partial consideration
of their efforts in founding the predecessor companies. In May 1998, we repaid  
all outstanding indebtedness to Mr. Char and $20,000 of indebtedness to each of 
Messrs. Cole-Hatchard and Feinberg. The balance of indebtedness owed to Messrs. 
Cole-Hatchard and Feinberg of $46,800 and $121,800 bears interest at the rate of
8% per annum and is payable on demand.                                          

In August 1997, we borrowed $60,000 from Mr. Cole-Hatchard, which     
indebtedness bore interest at the rate of 9.25% per annum. We repaid $30,000 of 
this indebtedness to Mr. Cole-Hatchard in December 1997 and the balance directly
to Mr. Cole-Hatchard's lender in May 1998.                                      

   In February 1997, we issued 256,000 shares of our common stock to each of
Messrs. Char, Feinberg and Cole-Hatchard, and 188,000 shares of our common stock
to Mr. Olbermann in consideration of $.01 per share. In December 1997, we issued
100,000 shares of our common stock to Ronald Shapss, a former director, in      
consideration of $.01 per share.                                                

  In December 1997, we entered into a consulting agreement with Mr. Shapss
pursuant to which we paid Mr. Shapss $2,000 per month through December 1999. In 
addition, we issued Mr. Shapss 100,000 shares of common stock, options to       
purchase 80,000 shares of common stock at an exercise price of $2.00 per share  
and options to purchase 20,000 shares of common stock at an exercise price of   
$2.50 per share pursuant to the agreement. The agreement with Mr. Shapss has    
been terminated.                                                                

In March 1998, we entered into a settlement agreement with Mr. Char   
pursuant to which Mr. Char discontinued a lawsuit against us and released us    
from all claims (including for monies owed) in consideration of (i) an up-front 
payment of $65,000 and (ii) a payment of $435,000 in May 1998 to (a) satisfy    
$240,000 of existing obligations due to Mr. Char (including $15,000 of legal    
fees) and (b) to repurchase 231,520 shares of our common stock from Mr. Char.   

     Mr. Cole-Hatchard's mother and brother purchased 12,000 and 8,000 shares of
our common stock at $2.00 per share pursuant to our May 1997 private placement. 
William A. Barron, a director, purchased 20,000 shares of common stock in our   
May 1997 private placement. The Rough Group, a general partnership of which     
Mr. Signore, a director, is a general partner, purchased 16,000 shares of common
stock pursuant to our May 1997 private placement. In addition,                  
Mr. Cole-Hatchard's mother and the Rough Group purchased $40,000 and $85,000    
principal amount of promissory notes pursuant to our December 1997 private      
placement, and received warrants to purchase 64,000 and 196,000 shares of our   
common stock at an exercise price of $5.00 per share. The notes were repaid in  
May 1998. These purchases were all on terms and conditions identical to those of
the other investors in these private placements.                                

    In August 1998, Mr. Cole-Hatchard borrowed $46,800 from us, evidenced by a
demand promissory note bearing interest at the rate of 8% per annum.            

  In September 1998, Mr. Feinberg borrowed $55,000 from us, evidenced by a
demand promissory note bearing interest at the rate of 8% per annum. In October 
1998 and January 1999, Mr. Feinberg borrowed an additional $42,000 and $24,800  
from us on the same terms.                                                      

     In June 1999, Amy Wagner-Mele, an officer of the Company, exercised options
to purchase 15,000 shares of our common stock pursuant to our stock option plan 
with a secured promissory note in the principal amount of $37,500. This note    
bears interest at a rate of 6%, is due on June 1, 2002 and is secured by        
personal assets of Ms. Wagner-Mele and the shares of our common stock that she  
acquired.                                                                       

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DESCRIPTION OF SECURITIES 

GENERAL                                                                         

 We are authorized to issue 25,000,000 shares of common stock, par value
$.01 per share, and 2,000,000 shares of preferred stock, par value $.01 per     
share. As of January 20, 2000, there were 4,255,870 shares of common stock and  
no shares of preferred stock outstanding. Upon the closing of this offering,    
1,000,000 shares of series B convertible redeemable preferred stock will be     
outstanding (1,150,000 shares if the underwriters exercise their overallotment  
option in full).                                                                

COMMON STOCK                                                                    

 The holders of our common stock are entitled to one vote for each share
held of record on all matters to be voted on by stockholders. There is no       
cumulative voting with respect to the election of directors, with the result    
that the holders of more than 50% of the shares voting for the election of      
directors can elect all of the directors then up for election. 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 therefor. In the event of     
liquidation, dissolution or winding up of our company, the holders of common    
stock are entitled to share in all assets remaining which are 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.  
Holders of shares of common stock have no conversion, preemptive or other       
subscription rights, and there are no redemption provisions applicable to the   
common stock. All of the outstanding shares of common stock are fully paid and  
nonassessable.                                                                  

PREFERRED STOCK                                                                 

We are authorized to issue 2,000,000 shares of preferred stock. The   
preferred stock can be issued from time to time in one or more series, in all   
cases ranking senior to the common stock with respect to payment of dividends   
and in the event of the liquidation, dissolution or winding-up of our company.  
The Board has the power, without stockholder approval, to issue shares of one or
more series of preferred stock, at any time, for such consideration and with    
such relative rights, privileges, preferences and other terms as the Board may  
determine, including terms relating to dividend rates, redemption rates,        
liquidation preferences and voting, sinking fund and conversion or other rights.
The rights and terms relating to any new series of preferred stock could        
adversely affect the voting power or other rights of the holders of the common  
stock or could be utilized, under certain circumstances, as a method of         
discouraging, delaying or preventing a change in control of our company.        

SERIES A CONVERTIBLE PREFERRED STOCK                                            

     Ten shares of preferred stock issued and designated as series A convertible
preferred stock were converted into 98,462 shares of common stock in December   
1999.                                                                           

SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK                                 

General                                                               

   In January 2000, our Board of Directors approved the issuance of series B
convertible redeemable preferred stock and the filing of a Certificate of       
Designation with the Secretary of State of the State of Delaware for a new      
series of preferred stock, $.01 par value, consisting of up to 1,250,000 shares.
This description is only a summary of the terms of the series B convertible     
redeemable preferred stock that is qualified in its entirety by the rights,     
preferences and limitations set forth in the Certificate of Designation. If you 
wish to review further information regarding the preferred stock, see the       
rights, preferences and limitations set forth in the Certificate of Designation,
a copy of which is attached as an exhibit to the registration statement of which
this prospectus is a part and which is also available upon request from the     
underwriters.                                                                   

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Ranking                                                               

The preferred stock will rank senior to our common stock in right of  
payment of dividends and distributions upon liquidation, dissolution or winding 
up of our company. The preferred stock will also rank senior to any other class 
of preferred stock established in the future, unless the holders of a majority  
of the outstanding shares of this preferred stock vote in favor of the          
establishment of a class of preferred stock that ranks senior or equal to this  
preferred stock.                                                                

Dividends                                                             

 Holders of shares of preferred stock will be entitled to receive annual
cumulative dividends of $.60 per share, out of legally available funds, payable 
semi-annually on June 30 and December 31 of each year, commencing June 30, 2000.
The dividends will be payable either in cash or in shares of common stock, in   
our sole discretion (except that dividends payable upon a redemption of the     
preferred stock will be payable only in cash). Dividends will accrue and are    
cumulative from the date of first issuance of the preferred stock and will be   
payable to holders of record as they appear on our stock books on the record    
dates to be fixed by the Board of Directors. The number of shares of common     
stock to be issued as a dividend will be based on the average closing sales     
price of the common stock on the five trading days immediately preceding the    
record date for each dividend. No fractional shares of common stock will be     
issued. Instead, we will pay the cash equivalent of any fractional share. We    
anticipate that payments of dividends on our preferred stock will be made by    
issuing additional shares of common stock for the foreseeable future. This      
prospectus covers common stock issued as a dividend on the preferred stock.     

Liquidation Preference                                                

    In the event of any liquidation, dissolution or winding up of our company,
holders of shares of preferred stock will be entitled to receive, out of legally
available assets, a liquidation preference of $15.00 per share, plus an amount  
equal to any accrued and unpaid dividends up to the payment date, before any    
payment or distribution will be made to the holders of common stock or any other
capital stock that ranks junior to the preferred stock. Holders of shares of the
preferred stock will not be entitled to receive any liquidation preference on   
their shares until the liquidation preference of any senior capital stock has   
been paid in full.                                                              

Optional Redemption                                                   

   If at any time after the date of issuance of preferred stock, the closing
sales price of the common stock has been $8.80 or more for any 15 consecutive   
trading days, we may, at our option, by giving notice to the holders of         
preferred stock at any time during the five business days after the last trading
day in the 15 day trading period, redeem all of the preferred stock for $15.00  
plus the amount of accrued and unpaid dividends.                                

     We will also have the option, at any time more than 180 days after the date
of issuance of the preferred stock, to redeem all of the preferred stock for    
cash. The redemption price will depend on the date of the redemption, as        
follows:                                                                        

If the date of the redemption is more than 180 days after the date of 
issuance of the preferred stock, we may redeem all of the preferred stock for   
$22.50, plus the amount of accrued and unpaid dividends.                        

If the date of the redemption is more than 12 months after the date of
issuance of the preferred stock, we may redeem all of the preferred stock for   
$18.75, plus the amount of accrued and unpaid dividends.                        

If the date of the redemption is more than 24 months after the date of
issuance of the preferred stock, we may redeem all of the preferred stock for   
$17.25, plus the amount of accrued and unpaid dividends.                        

If the date of the redemption is more than 36 months after the date of
issuance of the preferred stock, we may redeem all of the preferred stock for   
$16.50, plus the amount of accrued and unpaid dividends.                        

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Conversion                                                            

    The preferred stock will be convertible into shares of common stock at any
time after it is issued and up to the day before the date fixed for redemption. 
Shares of common stock will be issuable upon conversion of a share of preferred 
stock at an initial price of $4.41 (equivalent to a conversion rate of 3.4      
shares of common stock for each share of preferred stock). The conversion rate  
is subject to adjustment for stock splits, reverse stock splits and other       
similar capitalization changes. Also, the conversion rate is subject to         
adjustment for the issuance of rights or warrants to holders of common stock    
entitling them to purchase common stock at a price below the then-current market
price, and for extraordinary dividends to holders of stock junior or equal to   
the preferred stock. There are no other provisions protecting against dilution  
of preferred stock resulting from the sale of common stock at a price below the 
conversion rate or the then-current market price of our securities. No          
fractional shares of common stock will be issued. Instead, we will pay the cash 
equivalent of any fractional shares.                                            

Voting Rights                                                         

  Generally, the holders of preferred stock will not be entitled to voting
rights unless required by law or except as to matters affecting their rights as 
preferred stockholders, including the issuance of stock ranking on a parity with
or senior to the preferred stock upon liquidation or dissolution of our company.

  If dividends on the preferred stock are in arrears and unpaid for six or
more dividend periods (whether or not consecutive), then the Board of Directors 
will be increased by two members, who will be elected by the holders of the     
then-outstanding shares of preferred stock. These voting rights will continue   
until all dividends in arrears on the preferred stock are paid in full, or the  
preferred stock is redeemed. In any case, the voting rights will terminate if at
any time there are fewer than 25,000 shares of preferred stock outstanding.     
After the voting rights are terminated, the terms of the directors elected by   
the preferred stockholders will terminate and the size of the Board of Directors
will be reduced by two members.                                                 

     In connection with any vote where holders of preferred stock have the right
to vote, each outstanding share of preferred stock will be entitled to one vote.

PUBLIC WARRANTS                                                                 

    As of January 20, 2000, there were outstanding public warrants to purchase
1,840,000 shares of our common stock at a price of $4.80 per share at any time  
until May 13, 2003.                                                             

     We may redeem the public warrants at any time, upon notice of not less than
30 days, at a price of $.10 per public warrant, provided that the closing bid   
quotation of our common stock on all 20 trading days ending on the third day    
prior to the day on which we give notice has been at least $7.20. The public    
warrant holders shall have the right to exercise their public warrants until the
close of business on the date fixed for redemption.                             

DELAWARE ANTI-TAKEOVER LAW                                                      

 We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, that law prohibits a Delaware corporation from     
engaging in a broad range of business combinations, including mergers, asset    
sales and other financial transactions, with a person or his affiliate or       
associate who owns 15% or more of the voting stock of the corporation for a     
period of three years from the date that the person became an interested        
stockholder.                                                                    

TRANSFER AGENT AND WARRANT AGENT                                                

   The transfer agent and registrar for our common stock and preferred stock
and the warrant agent for our public warrants is American Stock Transfer and    
Trust Company, 40 Wall Street, New York, New York 10005.                        

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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS 

     The following discussion is a summary of the material United States federal
income tax considerations relevant to the purchase, ownership, redemption and   
other disposition of shares of our preferred stock and common stock by their    
holders, but does not purport to be a complete analysis of the relevant tax     
issues. The discussion is based upon the Internal Revenue Code of 1986, as      
amended (Code), Treasury regulations, Internal Revenue Service (IRS) rulings and
pronouncements and judicial decisions in effect as of the date of this          
prospectus, all of which are subject to change at any time, and any such change 
may be applied retroactively in a manner that could adversely affect a          
stockholder. The discussion does not address all of the federal income tax      
consequences that may be relevant to a holder in light of a holder's particular 
circumstances or to holders subject to special rules, such as certain financial 
institutions, tax-exempt organizations, insurance companies, dealers in         
securities, foreign investors and persons holding either or both of the         
preferred stock and the common stock as part of a "straddle," "hedge" or        
"conversion transaction." No information is provided with respect to foreign,   
state or local tax laws, estate or gift tax considerations, or other tax laws   
that may be applicable to holders subject to particular circumstances or special
rules. The discussion deals only with investors who hold preferred stock and    
common stock as "capital assets" within the meaning of section 1221 of the Code.

DISTRIBUTIONS ON STOCK                                                          

   Distributions on the preferred stock and the common stock will be taxable
as ordinary income to the extent that the amount distributed does not exceed our
current or accumulated earnings and profits (as determined for federal income   
tax purposes). To the extent that the amount of distributions exceeds our       
current or accumulated earnings and profits (as determined for federal income   
tax purposes), a distribution will be treated as a return of capital, thus      
reducing the holder's adjusted tax basis in the stock. The amount of any such   
excess distribution that is greater than the holder's adjusted basis in the     
stock with respect to which a distribution is made will be taxed as capital gain
and will be long-term capital gain if the holder's holding period for the stock 
exceeds one year. If a distribution on the preferred stock is made in common    
stock, the basis of the common stock will be its fair market value on the date  
of distribution and its holding period will begin on the date of distribution.  
For purposes of the remainder of this discussion, the term "dividend" refers to 
a distribution taxed as ordinary income as described above, unless the context  
indicates otherwise.                                                            

     Dividends on the preferred stock and the common stock received by corporate
holders will be eligible for the 70% dividends-received deduction under         
Section 243 of the Code, subject to limitations generally applicable to the     
dividends-received deductions, including those contained in Sections 246 and    
246A of the Code and the corporate alternative minimum tax. The 70%             
dividends-received deduction may be reduced if a holder's shares with respect to
which a dividend was received are "debt financed." In addition, the avail-      
ability of the 70% dividends received deduction is subject to the satisfaction  
of holding period requirements under Section 246(c) of the Code (generally      
45 days for the common stock and 90 days for the preferred stock). The length of
time that a holder is deemed to have held stock for these purposes is reduced   
for periods during which the holder's risk of loss with respect to the stock is 
diminished by reason of the existence of certain options, contracts to sell,    
short sales or other similar transactions. Section 246(c) of the Code also      
denies the 70% dividends received deduction to the extent that a corporate      
holder is under an obligation, with respect to substantially similar or related 
property, to make payments corresponding to the dividend received. Under Section
246(b) of the Code, the aggregate dividends-received deductions allowed         
generally may not exceed 70% of the taxable income, with certain adjustments, of
the corporate stockholder.                                                      

     In general, under Section 1059 of the Code, the tax basis of stock that has
been held by a corporate stockholder for two years or less (determined as of the
earliest of the date on which we declare, announce or agree to the payment of an
actual or constructive dividend) is reduced (but not below zero) by the         
non-taxed portion of an "extraordinary dividend" for which a dividends-received 
deduction is allowed. In addition, the corporate holder will recognize gain in  
the year in which the extraordinary dividend is received to the extent that its 
tax basis would have been reduced below zero but for the foregoing limitation.  
Generally, an "extra-ordinary dividend" is a dividend that (i) equals or        
exceeds, in the case of preferred stock, 5% of the holder's basis in the stock  
or 10% in the case of any other stock (computed by treating all dividends having
ex-                                                                             

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dividend dates within an 85-day period as a single dividend) or (ii) exceeds 20%
of the holder's adjusted basis in its stock (treating all dividends having      
ex-dividend dates within a 365-day period as a single dividend). If an election 
is made by a holder, under certain circumstances in applying these tests, the   
fair market value of its stock as of the day before the ex-dividend date may be 
substituted for the holder's basis.                                             

    An "extraordinary dividend" will also include amounts received in the case
of certain redemptions of the preferred stock and the common stock that are     
non-pro rata as to all stockholders, without regard to the period the holder    
held the stock.                                                                 

Special rules apply with respect to "qualified preferred dividends." A
qualified preferred dividend is any fixed dividend payable with respect to      
preferred stock which (i) provides for fixed preferred dividends payable no less
often than annually and (ii) is not in arrears as to dividends when acquired,   
provided the actual rate of return as determined under Section 1059(e)(3) of the
Code on the stock does not exceed 15%. A qualified preferred dividend will not  
be treated as an extraordinary dividend if the taxpayer holds the stock for more
than five years. In addition, if the taxpayer disposes of the stock before it   
has been held for more than five years, the aggregate reduction in basis will   
not exceed the excess of the qualified preferred dividends paid on such stock   
during the period held by the taxpayer over the qualified preferred dividends   
which would have been paid during the period on the basis of the stated rate of 
return as determined under Section 1059(e)(3) of the Code. The length of time   
that a taxpayer is deemed to have held stock for purposes of the extraordinary  
dividend rules is determined under principles similar to those applicable for   
purposes of the dividends-received deduction discussed above.                   

CONVERSION OF PREFERRED STOCK                                                   

    Conversion of the preferred stock into common stock will not result in the
recognition of gain or loss (except with respect to cash received in lieu of    
fractional shares). The holder's adjusted tax basis in the common stock received
upon conversion would be equal to the holder's tax basis in the shares of       
preferred stock converted, reduced by the portion of the basis allocable to the 
fractional share interest exchanged for cash. The holding period for the common 
stock received upon conversion would include the holding period of the preferred
stock converted.                                                                

REDEMPTION OR OTHER DISPOSITION OF STOCK                                        

In the event we exercise our right to redeem the preferred stock, the 
redemption will generally be treated as a sale or exchange if the holder does   
not own, actually or constructively, within the meaning of Section 318 of the   
Code, any or our stock other than the stock redeemed. If a holder does own,     
actually or constructively, the other stock, a redemption of stock may be       
treated as a dividend to the extent of our current or accumulated earnings and  
profits (as determined for federal income tax purposes). Such dividend treatment
will not apply and the redemption will be treated as a sale or exchange if the  
redemption is "substantially disproportionate" with respect to the holder under 
Section 302(b)(2) of the Code or is "not essentially equivalent to a dividend"  
with respect to the holder under Section 302(b)(1) of the Code. A distribution  
to a holder will be "not essentially equivalent to a dividend" if it results in 
a "meaningful reduction" in the holder's stock interest in our company. A       
redemption of stock for cash that results in a reduction in the proportionate   
interest in our company (taking into account any constructive ownership) of a   
holder whose relative stock interest in our company is minimal and who exercises
no control over corporate affairs may be regarded as a "meaningful reduction" in
the holder's stock interest in our company. In all cases, amounts of cash       
received upon redemption of the preferred stock which represents declared and   
unpaid dividends will be subject to taxation in the manner discussed under      
"Distributions on Stock" above.                                                 

    If a redemption of stock is treated as a distribution that is taxable as a
dividend, the amount of the distribution will be measured by the amount received
by the holder. The holder's adjusted tax basis in the redeemed stock will be    
transferred to his remaining stock holdings in our company. If the holder does  
not retain any stock ownership, the holder may lose the basis entirely.         

     Upon a redemption of stock that is not treated as a distribution taxable as
a dividend or upon a sale or other disposition of stock, the holder will        
recognize capital gain or loss equal to the difference between the amount of    
cash and the fair market value of property received and the holder's adjusted   
tax basis in the stock                                                          

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that is redeemed, sold or disposed of. Such gain or loss would be long-term     
capital gain or loss if the holding period for the stock exceeded one year. For 
corporate taxpayers, long-term capital gains are taxed at the same rate as      
ordinary income. For individual taxpayers, net capital gains (the excess of the 
taxpayer's net long-term capital gains over his net short-term capital losses)  
are subject to a maximum tax rate of 20% if the stock is held for more than one 
year. The deductibility of capital losses are restricted and, in general, may   
only be used to reduce capital gains to the extent thereof. However, individual 
taxpayers generally may deduct annually $3,000 of capital losses in excess of   
their capital gains. Capital losses which cannot be utilized because of the     
aforementioned limitation are, for corporate taxpayers carried back three years 
and, in most circumstances, carried forward for five years; for individual      
taxpayers, capital losses may only be carried forward without a time limitation.

BACKUP WITHHOLDING                                                              

A holder of preferred stock or common stock may be subject to backup  
withholding at a rate of 31% with respect to dividends thereon and gross        
proceeds upon sale, exchange or retirement of such stock, unless such holder (i)
is a corporation or other exempt recipient and, when required, demonstrates that
fact, or (ii) provides a correct taxpayer identification number, certifies, when
required, that such holder is not subject to backup withholding, and otherwise  
complies with applicable requirements of the backup withholding rules. Backup   
withholding is not an additional tax; any amounts so withheld are creditable    
against the holder's federal income tax, provided the required information is   
provided to the IRS. A holder who does not provide us with a correct taxpayer   
identification number may be subject to penalties imposed by the IRS. Holders   
should consult their tax advisors regarding their qualification for exemption   
from backup withholding and the procedure for obtaining any applicable          
exemption.                                                                      

EACH PROSPECTIVE HOLDER OF PREFERRED STOCK OR COMMON STOCK SHOULD CONSULT HIS,  
HER OR ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO HIM, HER OR 
IT OF HOLDING OR DISPOSING OF PREFERRED STOCK OR COMMON STOCK, INCLUDING THE    
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN INCOME TAX LAWS, AND   
ANY RECENT OR PROSPECTIVE CHANGES IN APPLICABLE TAX LAWS.                       

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SHARES ELIGIBLE FOR FUTURE SALE 

   On January 20, 2000, we had 4,255,870 shares of common stock outstanding,
of which approximately 2,500,000 shares were freely tradable without restriction
under the Securities Act, except for shares purchased by any of our affiliates, 
as that term is defined in Rule 144 under the Securities Act. The remaining     
shares are restricted securities within the meaning of Rule 144 of the          
Securities Act. All of the shares of preferred stock offered by this prospectus 
and the shares of common stock into which they may be converted are being       
registered with this offering and will be freely tradable without restrictions. 
The restricted securities generally may not be sold unless they are registered  
under the Securities Act or are sold pursuant to an exemption from registration,
such as the exemption provided by Rule 144 under the Securities Act.            

     We have granted registration rights with respect to 370,188 shares. We also
have granted registration rights to the Representative with respect to the      
Representative's warrants, shares of preferred stock issuable upon exercise of  
the Representative's warrants and the underlying shares of common stock issuable
upon conversion of the preferred stock. These rights remain exercisable for a   
period of seven years after the closing of this offering.                       

    Our officers and directors will enter into lock-up agreements prior to the
effective date of this registration statement pursuant to which they will agree 
not to offer or sell any shares of our common stock or preferred stock, or any  
securities convertible into shares of our common stock or preferred stock, for a
period of one year following the date of this prospectus without the prior      
written consent of the Representative.                                          

   In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated) who has beneficially owned shares for a period of  
at least one year is entitled to sell, within any three-month period, a number  
of shares that does not exceed the greater of                                   

o 1% of the then outstanding shares of common stock; or     

      o the average weekly trading volume in the common stock during the
         four calendar weeks immediately preceding the filing of notice on
       Form 144 or, if no notice is required, during the four calendar
  weeks immediately preceding the sale, provided that public
          information as required by Rule 144 is then available and that the
 seller complies with manner of sale provisions and notice
requirements.                                           

The volume limitations described above, but not the one-year holding  
period, also apply to sales of our non-restricted securities by our affiliates. 

  A person who is not an affiliate, has not been an affiliate within three
months before the sale and has beneficially owned the restricted securities for 
at least two years is entitled to sell the restricted shares under Rule 144     
without regard to any of the limitations described above.                       

 Before this offering, there has been no public market for our preferred
stock. We can not predict the effect, if any, that market sales of our preferred
stock or the availability for sale of the common stock into which the preferred 
stock may be converted will have on the market prices of our securities         
prevailing from time to time. Nevertheless, the possibility that a substantial  
number of shares may be sold in the public market may adversely affect the      
prevailing market prices for our securities and could impair our ability to     
raise capital through future sales of our securities.                           

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UNDERWRITING

     Subject to the terms and conditions of the underwriting agreement, the form
of which has been filed as an exhibit to the registration statement of which    
this prospectus is a part, the underwriters named below, acting through Prime   
Charter Ltd., as Representative, have severally agreed to purchase from us, and 
we have agreed to sell, an aggregate of 1,000,000 shares of preferred stock. The
underwriters' obligations to pay for and accept delivery of the shares of       
preferred stock are subject to certain conditions set forth in the underwriting 
agreement, including, but not limited to delivery of a comfort letter from our  
auditors, receipt of an opinion of our counsel and other closing conditions. The
underwriters are committed to purchase all of the shares of preferred stock if  
any shares are purchased. If one or more underwriters does not purchase the     
number of shares which it has agreed to purchase, the commitments of            
non-defaulting underwriters may be increased on a pro rata basis, except that   
the non-defaulting underwriters will not be obligated to purchase any shares if 
the aggregate number of additional shares exceeds 10% of the total number of    
shares offered.                                                                 

                                                        [Enlarge/Download Table]


UNDERWRITER                                                                             NUMBER OF SHARES
--------------------------------------------------------------------------------------  ----------------
                                                                                                        
Prime Charter Ltd.....................................................................        840,000   
First Securities Van Kasper...........................................................        140,000   
Guilford Securities Incorporated......................................................         20,000   
                                                                                           ----------   
  Total...............................................................................      1,000,000   
                                                                                           ----------   
                                                                                           ----------   

   The underwriters have advised us that they propose to offer the shares of
preferred stock at the public offering price set forth on the cover page of this
prospectus and may offer the shares to certain dealers who are members of the   
NASD at that price less a concession not in excess of $.60 per share. The       
underwriters may allow, and such dealers may reallow, a concession not in excess
of $.10 per share to other dealers that are members of the NASD. Until          
completion of this offering, the public offering price, the concession and the  
reallowance will not be changed.                                                

We have agreed to pay the Representative a non-accountable expense    
allowance equal to 3% of the aggregate offering price of the shares of preferred
stock sold in this offering (including any shares of preferred stock purchased  
pursuant to the underwriters' over-allotment option), of which we have paid     
$100,000, to cover some of the due diligence expenses and underwriting costs    
related to this offering. We have also agreed to pay, up to a maximum of        
$120,000, the Representative's fees and expenses and the fees and expenses of   
the Representative's counsel.                                                   

    We have agreed to indemnify the underwriters against liabilities under the
Securities Act in connection with this offering.                                

 The underwriting agreement provides that the Representative, during the
five years after the date of this prospectus, has the right to designate a      
person to observe the meetings of our Board of Directors or to require us to use
our best efforts to elect the Representative's nominee to our Board of          
Directors.                                                                      

    We have agreed to sell to the Representative or its designees, for nominal
consideration, warrants to purchase an aggregate of 100,000 shares of preferred 
stock. The shares of preferred stock issuable upon exercise of the              
Representative's warrants will be identical to the shares of stock offered to   
the public. The Representative's warrants will be exercisable for a four-year   
period commencing one year after the date of the consummation of this offering  
at a per share exercise price of $24.75 per share (165% of the public offering  
price of the preferred stock). The Representative's warrants, the shares of     
preferred stock issuable upon exercise of the Representative's warrants and the 
shares of common stock issuable upon conversion of the preferred shares will be 
restricted from sale, transfer, assignment or hypothecation for a period of one 
year from the date of this prospectus, except to officers or partners of the    
Representative. Until February 7, 2005, the holder of the Representative's      
warrants may require us on one occasion only to register for resale to the      
public the shares of preferred stock issued or issuable upon exercise of the    
Representative's warrants. In addition, we have agreed that, from February 7,   
2001 to February 7, 2007, we will include these shares of preferred stock in any
appropriate registration statement we may file. The Representative's warrants   
will contain anti-dilution provisions providing for appropriate adjustment of   
the exercise price and number of shares that may be purchased upon the          
occurrence of certain events. During the exercise period, the holders           

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of the Representative's warrants will have the opportunity to profit from a rise
in the market price of our securities, which will dilute the interests of our   
securityholders. We expect the Representative's warrants will be exercised when 
we would in all likelihood be able to obtain any needed capital on terms more   
favorable to us than those provided in the Representative's warrants. Any profit
realized by the underwriters on the sale of the Representative's warrants, the  
underlying preferred stock or the common stock issuable upon conversion of the  
preferred shares may be deemed additional underwriting compensation.            

We have granted to the underwriters an option, exercisable during the 
45-day period after the date of this prospectus, to purchase up to 150,000      
additional shares of preferred stock at the public offering price, less         
underwriting discounts and commissions and a pro rata portion of the            
non-accountable expense allowance. The underwriters may exercise this option    
solely to cover over-allotments, if any, made in the sale of the shares of      
preferred stock. Generally, to the extent that this option is exercised, each   
underwriter will become obligated to purchase approximately the same percentage 
of shares of preferred stock as the percentage of shares of preferred stock it  
was originally to purchase as set forth above. If the underwriters exercise this
over-allotment option in full, the total price to the public would be           
$17,250,000, the total underwriting discounts and commissions would be          
$1,207,500, and the total proceeds, before payment of the expenses of this      
offering, would be $16,042,500.                                                 

   Prior to this offering, there has been no public market for the preferred
stock. Accordingly, the public offering price for the preferred stock was       
determined by negotiation between us and the Representative. Among the factors  
considered in determining the public offering price were the experience of      
management, the economic conditions of our industry in general, the market price
and volatility of our common stock, the general condition of the equity         
securities market, the demand for similar securities of companies considered    
comparable to us and other relevant factors. The prices at which the preferred  
stock will sell in the public market after this offering may be lower than the  
price at which the shares of preferred stock are sold by the underwriters.      

  Until the distribution of preferred stock in this offering is completed,
SEC rules may limit the ability of the underwriters and certain selling group   
members to bid for and purchase the preferred stock. As an exception to these   
rules, the underwriters are permitted to engage in certain transactions that    
stabilize the price of the preferred stock. Such transactions consist of bids or
purchases for the purpose of maintaining the price of the preferred stock. If   
the underwriters create a short position in the preferred stock in connection   
with this offering (if they sell more shares of preferred stock than are set    
forth on the cover page of this prospectus), the underwriters may reduce the    
short position by purchasing shares of preferred stock in the open market. The  
Representative may also elect to reduce any short position by exercising all or 
part of the over-allotment option described above. In addition, the             
Representative may impose a penalty bid on certain underwriters and selling     
group members. This means that if the Representative purchases shares of        
preferred stock in the open market to reduce the underwriters' short position or
to stabilize the price of the preferred stock, it may reclaim the amount of the 
selling concession from the underwriters and selling group members that sold    
those shares as part of this offering. In general, purchases of a security for  
the purpose of stabilization or to reduce a short position could cause price of 
the security to be higher than it might be in the absence of such purchases. The
imposition of a penalty bid might also have an effect on the price of a security
to the extent that it discouraged resales of that security. Neither we nor any  
of the underwriters makes any representation or predictions as to the direction 
or magnitude of any effect that the transactions described above may have on the
price of the preferred stock. In addition, the Representative or any underwriter
may discontinue these transactions at any time without notice.                  

    The underwriters have informed us that sales to any account over which the
underwriters exercise discretionary authority will not exceed 1% of this        
offering.                                                                       

LEGAL MATTERS 

 Blank Rome Tenzer Greenblatt LLP, New York, New York will pass upon the
validity of the preferred stock offered with this prospectus and the common     
stock issuable upon conversion of the preferred stock. Certain legal matters in 
connection with this offering have been passed upon for the Representative by   
Proskauer Rose LLP, New York, New York.                                         

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EXPERTS 

     Our financial statements as of December 31, 1998 and for the two years then
ended included in this prospectus have been included in reliance upon the report
of BDO Seidman, LLP, independent accountants, given upon the authority of that  
firm as experts in accounting and auditing.                                     

     The financial statements of WOWfactor, Inc. as of December 31, 1997 and for
the two years then ended included in this prospectus have been included in      
reliance upon the report of BDO Seidman, LLP, independent accountants, given    
upon the authority of that firm as experts in accounting and auditing.          

 The financial statements of Roxy Systems, Inc. d/b/a Magic Carpet as of
December 31, 1997 and for the year then ended included in this prospectus have  
been included in reliance upon the report of BDO Seidman, LLP, independent      
accountants, given upon the authority of that firm as experts in accounting and 
auditing.                                                                       

     The financial statements of US Online, Inc. as of December 31, 1997 and for
the year then ended included in this prospectus have been included in reliance  
upon the report of Joseph J. Repko, CPA given upon his authority as expert in   
accounting and auditing.                                                        

   The financial statements of Webspan, Inc. as of December 31, 1997 and for
the year then ended included in this prospectus have been included in reliance  
upon the report of Steven H. Mermelstein, CPA, given upon his authority as      
expert in accounting and auditing.                                              

ADDITIONAL INFORMATION

     We are subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and file reports, proxy statements and other information   
with the SEC. These reports, proxy statements and other information may be      
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices
located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, 
Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New 
York 10048. You can obtain copies of these materials from the Public Reference  
Section of the SEC upon payment of fees prescribed by the SEC. You may obtain   
information on the operation of the Public Reference Room by calling the SEC at 
1-800-SEC-0330. The SEC's Website contains reports, proxy and information       
statements and other information regarding registrants that file electronically 
with the SEC. The address of that site is http://www.sec.gov.                   

    We have filed a registration statement on Form SB-2 with the SEC under the
Securities Act with respect to the securities offered in this prospectus. This  
prospectus, which is filed as part of a registration statement, does not contain
all of the information set forth in the registration statement, some portions of
which have been omitted in accordance with the SEC's rules and regulations.     
Statements made in this prospectus as to the contents of any contract, agreement
or other document referred to in this prospectus are not necessarily complete   
and are qualified in their entirety by reference to each such contract,         
agreement or other document which is filed as an exhibit to the registration    
statement. The registration statement may be inspected without charge at the    
public reference facilities maintained by the SEC, and copies of such materials 
can be obtained from the Public Reference Section of the SEC at prescribed      
rates.                                                                          

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FRONTLINE COMMUNICATIONS CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]


                                                                                                       PAGE    
                                                                                                    -----------
                                                                                                               
Report of independent certified public accountants.................................................         F-3
Consolidated financial statements:                                                                             
  Balance sheet at December 31, 1998...............................................................         F-4
  Statements of operations for the years ended December 31, 1997 and 1998..........................         F-5
  Statements of stockholders' equity (deficit) for the years ended December 31, 1997                           
     and 1998......................................................................................         F-6
  Statements of cash flows for the years ended December 31, 1997 and 1998..........................         F-7
  Notes to consolidated financial statements.......................................................  F-8 - F-15

FRONTLINE COMMUNICATIONS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]
                                                                                                             
Balance sheet at September 30, 1999 (unaudited)..................................................        F-16
Statements of operations (unaudited) for the nine months ended September 30, 1999 and 1998.......        F-17
Statements of cash flows (unaudited) for the nine months ended September 30, 1999 and 1998.......        F-18
Notes to condensed consolidated financial statements (unaudited)................................. F-19 - F-21
Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 1998                    
   Information...................................................................................        F-22
Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 1998........        F-23

WOWFACTOR, INC. 
FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]
                                                                                                        
Report of independent certified public accountants................................................. F-24
  Balance sheet at December 31, 1997............................................................... F-25
  Statements of operations for the years ended December 31, 1997 and 1996.......................... F-26
  Statements of stockholders' deficit for the years ended December 31, 1997 and 1996............... F-27
  Statements of cash flows for the years ended December 31, 1997 and 1996.......................... F-28
  Summary of business and significant accounting policies.......................................... F-29
  Notes to financial statements.................................................................... F-30
Unaudited Financial Statements:                                                                         
  Statements of Operations (unaudited) for the nine months ended September 30, 1998                     
     and 1997...................................................................................... F-31
  Statement of stockholders' deficit (unaudited) for the nine months ended September 30, 1998...... F-32
  Statements of cash flows (unaudited) for the nine months ended September 30, 1998                     
     and 1997...................................................................................... F-33
  Notes to financial statements (unaudited)........................................................ F-34

ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]
                                                                                                        
Report of independent certified public accountants................................................. F-35
  Balance sheet at December 31, 1997............................................................... F-36
  Statement of operations for the year ended December 31, 1997..................................... F-37
  Statement of stockholders' deficit for the year ended December 31, 1997.......................... F-38
  Statement of cash flows for the year ended December 31, 1997..................................... F-39
  Summary of business and significant accounting policies.......................................... F-40
  Notes to financial statements.................................................................... F-41
Unaudited Financial Statements:                                                                         
  Statements of operations (unaudited) for the nine months ended September 30, 1998 and 1997....... F-42
  Statement of stockholders' deficit (unaudited) for the nine months ended September 30, 1998...... F-43
  Statements of cash flows (unaudited) for the nine months ended September 30, 1998 and 1997....... F-44
  Notes to financial statements (unaudited)........................................................ F-45

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U.S. ONLINE, INC. 
COMBINED FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]


                                                                                                       PAGE    
                                                                                                    -----------
                                                                                                               
Independent Auditor's Report.......................................................................        F-46
  Combined Balance Sheet at December 31, 1997......................................................        F-47
  Combined Statement of Operations for the year ended December 31, 1997............................        F-48
  Combined Statement of Changes in Shareholders' Equity for the year ended December 31, 1997.......        F-49
  Combined Statement of Cash Flows for the year ended December 31, 1997............................        F-50
  Combined Notes to Financial Statements........................................................... F-51 - F-59
Supplemental Information:                                                                                      
  Combined Cost of Revenue for the year ended December 31, 1997....................................        F-60
  Combined Operating Expenses for the year ended December 31, 1997.................................        F-61

                                                U.S. ONLINE, INC.                                              
                                              FINANCIAL STATEMENTS                                             
Report of Independent Certified Public Accountants.................................................        F-62
  Balance Sheet at December 31, 1996...............................................................        F-63
  Statement of Operations for the year ended December 31, 1996.....................................        F-64
  Statement of Changes in Shareholders' Equity for the year ended December 31, 1996................        F-65
  Statement of Cash Flows for the year ended December 31, 1996.....................................        F-66
  Notes to Financial Statements.................................................................... F-67 - F-71
Supplementary Information:                                                                                     
  Report of Independent Certified Public Accountants on Supplementary Information..................        F-72
  Cost of Revenue for the year ended December 31, 1996.............................................        F-73
  Operating Expenses for the year ended December 31, 1996..........................................        F-74

                                                U.S. ONLINE, INC.                                              
                                              FINANCIAL STATEMENTS                                             
  Statements of Operations (unaudited) for the nine months ended September 30, 1998                            
     and 1997......................................................................................        F-75
  Statement of Stockholders' Deficit (unaudited) for the nine months ended September 30, 1998......        F-76
  Statements of Cash Flows (unaudited) for the nine months ended September 30, 1998                            
     and 1997......................................................................................        F-77
  Notes to Financial Statements (unaudited)........................................................        F-78

                                                  WEBSPAN, INC.                                                
                                              FINANCIAL STATEMENTS                                             
Independent Auditor's Report.......................................................................        F-79
  Balance Sheets at December 31, 1997 and 1996.....................................................        F-80
  Statements of Operations for the twelve months ended December 31, 1997 and 1996..................        F-81
  Statements of Stockholders' Deficit for the twelve months ended December 31, 1997 and 1996.......        F-82
  Statements of Cash Flows for the twelve months ended December 31, 1997 and 1996..................        F-83
  Notes to Financial Statements....................................................................        F-84
Unaudited Financial Statements:                                                                                
  Statements of Operations (unaudited) for the nine months ended September 30, 1998                            
     and 1997......................................................................................        F-85
  Statement of Stockholders Deficit (unaudited) for the nine months ended September 30, 1998.......        F-86
  Statements of Cash Flows (unaudited) for the nine months ended September 30, 1998                            
     and 1997......................................................................................        F-87
  Notes to Financial Statements (unaudited)........................................................        F-88

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of                                                    
Frontline Communications Corporation                                            

We have audited the accompanying consolidated balance sheet of Frontline        
Communications Corporation (the "Company") as of December 31, 1998, and the     
related consolidated statements of operations, stockholders' equity (deficit)   
and cash flows for the years ended December 31, 1997 and 1998. 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 audits.                                                                     

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

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of the Company as of   
December 31, 1998, and the results of its operations and its cash flows for the 
years ended December 31, 1997 and 1998, in conformity with generally accepted   
accounting principles.                                                          

BDO SEIDMAN, LLP                                                                

New York, New York                                                              
March 12, 1999,                                                                 
except for Note 13                                                          
which is as of March 26, 1999                                               

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FRONTLINE COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998 

                                                        [Enlarge/Download Table]
                                                                                                            
                                            ASSETS                                                          
Current:                                                                                                    
  Cash and cash equivalents.................................................................... $ 1,994,711 
  Accounts receivable, less allowances for doubtful accounts of $5,526.........................       3,327 
  Notes receivable from stockholders (Note 3)..................................................     143,800 
  Prepaid expenses and other...................................................................      58,281 
                                                                                                ----------- 
     Total current assets......................................................................   2,200,119 
Property and equipment, net (Note 5)...........................................................     981,785 
Intangibles (Note 4)...........................................................................   3,081,326 
Other..........................................................................................      23,173 
                                                                                                ----------- 
                                                                                                $ 6,286,403 
                                                                                                ----------- 
                                                                                                ----------- 
                             LIABILITIES AND STOCKHOLDERS' EQUITY                                           
Current liabilities:                                                                                        
  Accounts payable............................................................................. $   163,805 
  Accrued expenses.............................................................................     137,357 
  Deferred revenue.............................................................................     614,852 
  Current portion of capitalized lease obligations (Note 7)....................................      38,569 
                                                                                                ----------- 
     Total current liabilities.................................................................     954,583 
Notes payable to stockholders (Note 6).........................................................     168,600 
Capitalized lease obligations--net of current portion (Note 7).................................     115,833 
                                                                                                ----------- 
     Total liabilities.........................................................................   1,239,016 
                                                                                                ----------- 
Commitments and contingencies (Notes 8, 9 and 12)                                                           
Stockholders' equity (Notes 1, 2, 9, 10 and 12):                                                            
  Preferred stock, $.01 par value, 1,000,000 shares authorized, 10 issued and outstanding......          -- 
  Common stock, $.01 par value, 10,000,000 shares authorized, 3,361,364 issued.................      33,614 
  Additional paid-in capital...................................................................   9,121,533 
  Accumulated deficit..........................................................................  (3,843,647)
                                                                                                ----------- 
                                                                                                  5,311,500 
  Treasury stock, at cost, 231,520 shares......................................................    (264,113)
                                                                                                ----------- 
     Total stockholders' equity................................................................   5,047,387 
                                                                                                ----------- 
                                                                                                $ 6,286,403 
                                                                                                ----------- 
                                                                                                ----------- 

See accompanying notes to consolidated financial statements.

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FRONTLINE COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                        [Enlarge/Download Table]


                                                                                      YEAR ENDED DECEMBER 31,   
                                                                                     -------------------------- 
                                                                                        1997           1998     
                                                                                     -----------    ----------- 
                                                                                                                
Revenues............................................................................ $   321,706    $   574,964 
                                                                                     -----------    ----------- 
Costs and expenses:                                                                                             
  Cost of revenues..................................................................     215,199        586,760 
  Selling, general and administrative...............................................     533,054      1,412,935 
  Depreciation and amortization.....................................................      44,558        220,575 
  Non-cash compensation charge (Note 1).............................................   1,537,000        175,137 
                                                                                     -----------    ----------- 
                                                                                      (2,329,811)    (2,395,407)
                                                                                     -----------    ----------- 
     Loss from operations...........................................................  (2,008,105)    (1,820,443)
Other income (expense):                                                                                         
  Interest income...................................................................          --        108,194 
  Interest expense..................................................................     (28,421)       (31,850)
  Other.............................................................................        (891)            -- 
                                                                                     -----------    ----------- 
Net loss............................................................................ $(2,037,417)   $(1,744,099)
                                                                                     -----------    ----------- 
                                                                                     -----------    ----------- 
Loss per share--basic and diluted................................................... $     (1.67)   $      (.72)
                                                                                     -----------    ----------- 
                                                                                     -----------    ----------- 
Weighted average number of shares outstanding--basic and diluted....................   1,218,000      2,435,035 
                                                                                     -----------    ----------- 
                                                                                     -----------    ----------- 

See accompanying notes to consolidated financial statements.

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FRONTLINE COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) 
YEARS ENDED DECEMBER 31, 1997 AND 1998

                                                        [Enlarge/Download Table]


                                                      PREFERRED STOCK        COMMON STOCK       ADDITIONAL               
                                                    -------------------   -------------------    PAID-IN     ACCUMULATED 
                                                     SHARES     AMOUNT     SHARES     AMOUNT     CAPITAL       DEFICIT   
                                                    ---------   -------   ---------   -------   ----------   ----------- 
                                                                                                                         
Balance, December 31, 1996........................         --   $    --          --   $    --   $    6,000   $   (62,131)
Frontline reorganization (Note 2).................         --        --     640,000     6,400     (325,000)           -- 
Shares issued as compensation (Note 9)............         --        --     100,000     1,000      199,000            -- 
Shares issued as compensation (Note 1)............         --        --     820,000     8,200    1,230,000            -- 
Officer salary contributed to capital.............         --        --          --        --        3,000            -- 
Private placement sale of shares                                                                                         
  at $2 per share.................................         --        --     200,000     2,000      398,000            -- 
Common stock options issued for services                                                                                 
  (Note 9)........................................         --        --          --        --      108,000            -- 
Warrants issue to debtholders (Note 6)............         --        --          --        --       24,000            -- 
Recapitalization (4-for-5 reverse split)                                                                                 
  (Note 10).......................................         --        --    (352,000)   (3,520)       3,520            -- 
Net loss..........................................         --        --          --        --           --    (2,037,417)
                                                    ---------   -------   ---------   -------   ----------   ----------- 
Balance, December 31, 1997........................         --        --   1,408,000    14,080    1,646,520    (2,099,548)
Payment of stock subscription.....................         --        --          --        --           --            -- 
Initial public offering of common stock,                                                                                 
  net (Note 1)....................................         --        --   1,840,000    18,400    5,792,005            -- 
Purchase of treasury stock, at cost                                                                                      
  (231,520 shares) (Note 12)......................         --        --          --        --           --            -- 
Common stock options issued for                                                                                          
  services (Note 9)...............................         --        --          --        --      175,137            -- 
Preferred shares issued for acquisition                                                                                  
  of subsidiary (Note 4)..........................         10        --          --        --    1,000,000            -- 
Shares issued to acquire business                                                                                        
  (Note 4)........................................         --        --     113,364     1,134      507,871            -- 
Net loss..........................................         --        --          --        --           --    (1,744,099)
                                                    ---------   -------   ---------   -------   ----------   ----------- 
Balance, December 31, 1998........................         10   $    --   3,361,364   $33,614   $9,121,533   $(3,843,647)
                                                    ---------   -------   ---------   -------   ----------   ----------- 
                                                    ---------   -------   ---------   -------   ----------   ----------- 


                                                                                  TOTAL                                  
                                                     STOCK         TREASURY    STOCKHOLDERS'                             
                                                   SUBSCRIPTIONS   STOCK, AT      EQUITY                                 
                                                   RECEIVABLE        COST       (DEFICIT)                                
                                                   -------------   ---------   -------------                             
                                                                                                                         
Balance, December 31, 1996........................    $    --      $      --    $   (56,131)                             
Frontline reorganization (Note 2).................         --             --       (318,600)                             
Shares issued as compensation (Note 9)............         --             --        200,000                              
Shares issued as compensation (Note 1)............     (6,000)            --      1,232,200                              
Officer salary contributed to capital.............         --             --          3,000                              
Private placement sale of shares                                                                                         
  at $2 per share.................................         --             --        400,000                              
Common stock options issued for services                                                                                 
  (Note 9)........................................         --             --        108,000                              
Warrants issue to debtholders (Note 6)............         --             --         24,000                              
Recapitalization (4-for-5 reverse split)                                                                                 
  (Note 10).......................................         --             --                                             
Net loss..........................................         --             --     (2,037,417)                             
                                                      -------      ---------    -----------                              
Balance, December 31, 1997........................     (6,000)            --       (444,948)                             
Payment of stock subscription.....................      6,000             --          6,000                              
Initial public offering of common stock,                                                                                 
  net (Note 1)....................................         --             --      5,810,405                              
Purchase of treasury stock, at cost                                                                                      
  (231,520 shares) (Note 12)......................         --       (264,113)      (264,113)                             
Common stock options issued for                                                                                          
  services (Note 9)...............................         --             --        175,137                              
Preferred shares issued for acquisition                                                                                  
  of subsidiary (Note 4)..........................         --             --      1,000,000                              
Shares issued to acquire business                                                                                        
  (Note 4)........................................         --             --        509,005                              
Net loss..........................................         --             --     (1,744,099)                             
                                                      -------      ---------    -----------                              
Balance, December 31, 1998........................    $    --      $(264,113)   $ 5,047,387                              
                                                      -------      ---------    -----------                              
                                                      -------      ---------    -----------                              

See accompanying notes to consolidated financial statements.

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FRONTLINE COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]


                                                                                      YEAR ENDED DECEMBER 31,   
                                                                                     -------------------------- 
                                                                                        1997           1998     
                                                                                     -----------    ----------- 
                                                                                                                
Cash flows from operating activities:                                                                           
  Net loss.......................................................................... $(2,037,417)   $(1,744,099)
  Adjustments to reconcile net loss to net cash used in operating activities:                                   
     Depreciation and amortization..................................................      44,558        220,575 
     Officer salary contributed to capital..........................................       3,000             -- 
     Noncash compensation charge....................................................   1,537,000        175,137 
     Allowance for doubtful accounts................................................      16,666        (11,140)
     Accounts receivable write-off..................................................       8,605             -- 
     Changes in assets and liabilities, net of effects from acquisitions in 1998:                               
       Accounts receivable..........................................................     (35,169)        25,561 
       Notes receivable from stockholders...........................................          --       (143,800)
       Prepaid expenses and other...................................................      (5,479)       (49,754)
       Other assets.................................................................     (16,354)        (5,206)
       Accounts payable and accrued expenses........................................     300,816        (58,012)
       Interest due on stockholders loans...........................................      19,452             -- 
       Deferred revenue.............................................................      24,385         46,467 
                                                                                     -----------    ----------- 
          Net cash used in operating activities.....................................    (139,937)    (1,544,271)
                                                                                     -----------    ----------- 
                                                                                     -----------    ----------- 
Cash flows from investing activities:                                                                           
  Acquisition of property and equipment.............................................    (176,304)      (423,297)
  Acquisition of businesses.........................................................          --     (1,481,820)
                                                                                     -----------    ----------- 
          Net cash used in investing activities.....................................    (176,304)    (1,905,117)
                                                                                     -----------    ----------- 
                                                                                     -----------    ----------- 
Cash flows from financing activities:                                                                           
  Repayments of stockholder loans...................................................     (45,266)      (378,989)
  Proceeds from stockholder loans, net..............................................     230,000             -- 
  Proceeds from sale of common stock................................................     400,000          6,000 
  Proceeds from initial public offering of common stock.............................          --      6,041,476 
  Registration costs................................................................    (231,071)            -- 
  Payments to acquire treasury stock................................................          --       (264,113)
                                                                                     -----------    ----------- 
          Net cash provided by financing activities.................................     353,663      5,404,374 
                                                                                     -----------    ----------- 
                                                                                     -----------    ----------- 
Net increase in cash and cash equivalents...........................................      37,422      1,954,986 
Cash and cash equivalents, beginning of year........................................       2,303         39,725 
                                                                                     -----------    ----------- 
Cash and cash equivalents, end of year.............................................. $    39,725    $ 1,994,711 
                                                                                     -----------    ----------- 
                                                                                     -----------    ----------- 
Supplemental disclosure of cash flow information:                                                               
  Cash paid for interest............................................................ $    10,451    $    31,000 
Noncash investing and financing activities:                                                                     
  Common stock issued for reduction of stockholder loans............................       9,600             -- 
  Notes payable to stockholders issued as distributions.............................     325,000             -- 
  Capital lease obligations incurred................................................          --        207,725 
  Preferred shares issued to acquire subsidiaries...................................          --      1,000,000 
  Common stock issued to acquire business...........................................          --        509,005 

See accompanying notes to consolidated financial statements.

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FRONTLINE COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                   

Business                                                                    

   Frontline Communications Corporation ("Frontline" or the "Company") is an
internet service provider and Competitive Local Exchange Carrier ("CLEC") that  
offers E-commerce and internet access to individual and business subscribers    
located in the Northeast United States.                                         

  Frontline consummated an initial public offering ("IPO") during May 1998
and raised net proceeds of $5,810,405 (see Note 10).                            

Reorganization and Principles of Combination                                

     The consolidated financial statements include the accounts of Hobbes & Co.,
LLC ("Hobbes"), INET Communications Company, LLC ("INET") and Sarah Girl & Co., 
LLC ("Sarah Girl"), (collectively the "Predecessor Companies") and Frontline    
Communications Corporation. As described more fully in Note 2, on May 30, 1997, 
Frontline acquired the net assets of the Predecessor Companies. For accounting  
purposes, the business consolidation has been accounted for as if the acquirer  
was Hobbes. With respect to the acquisition of INET, the acquisition has been   
accounted for as a consolidation of entities under common control in a manner   
similar to a pooling of interests and reflects the consolidated financial       
position, operating results and cash flows of Hobbes and INET as if they had    
been consolidated for all periods presented. With respect to Sarah Girl and     
Frontline, the business consolidation has been accounted for using purchase     
accounting, which resulted in the recording of a special non-cash charge of     
$1,230,000. The non-cash charge represents the estimated fair market value of   
the Company's 820,000 shares of common stock issued to certain founding         
shareholders in February 1997 for current and future services. An additional    
non-cash charge was taken for the value of services on stock issued to a        
director. The Predecessor Companies were dissolved and Frontline is the         
continuing legal entity. All intercompany accounts and transactions have been   
eliminated.                                                                     

Principles of Consolidation                                                 

   The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. Intercompany balances and transactions have  
been eliminated.                                                                

  The format of the statements of operations in the accompanying financial
statements is different from the one appearing in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1998.                               

Property, Equipment and Depreciation                                        

     Property and equipment is stated at cost, less accumulated depreciation and
amortization. Depreciation and amortization is computed over the estimated      
useful lives of the assets using the straight-line method.                      

The following estimated useful lives are applied in the computation of
depreciation and amortization:                                                  

                                                                [Download Table]


                                                                     YEARS   
                                                                   ----------
                                                                             
Computer and office equipment...................................      3-5    
Furniture and fixtures..........................................       5     
Leasehold improvements..........................................   Lease term

Intangible Assets                                                           

 Intangible assets include goodwill, the excess of the cost of purchased
businesses over the fair value of the net assets acquired, and purchased        
customer bases. Amortization is computed using the straight-line basis over     
three years, the expected benefit period.                                       

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)                      

Revenue Recognition                                                         

     Monthly subscription service revenue is recognized over the period in which
services are provided. Service revenues derived from dedicated access services, 
which require the installation and use of Company provided equipment at a       
subscriber's location, are recognized when the service is commenced. Fee        
revenues for ancillary services are recognized as services are performed.       
Deferred revenue represents prepaid access fees by subscribers.                 

Long-Lived Assets                                                           

     Long-lived assets, such as property and equipment, intangibles and customer
bases, are evaluated for impairment when events or changes in circumstances     
indicate that the carrying amount of the assets may not be recoverable through  
the estimated undiscounted future cash flows from the use of these assets. When 
any such impairment exists, the related assets will be written down to fair     
value. No write downs were necessary for the years ended December 31, 1997 and  
1998.                                                                           

Income Taxes                                                                

 Deferred income taxes are provided on differences between the financial
reporting and income tax bases of assets and liabilities based upon statutory   
tax rates enacted for future periods. Valuation allowances are established when 
necessary to reduce deferred tax assets to the amount expected to be realized.  

Use of Estimates                                                            

In preparing the consolidated financial statements in conformity with 
generally accepted accounting principles, management is required 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 consolidated financial statements, and the reported amount of revenues   
and expenses during the reporting period. Actual results could differ from those
estimates. Many of the Company's estimates and assumptions used in the financial
statements related to the Company's industry which are subject to rapid         
technological change. It is reasonably possible that changes may occur in the   
near term that would affect management's estimates with respect to the carrying 
values of plant and equipment, intangibles and customer bases.                  

Credit Risk                                                                 

Financial instruments which potentially subject the Company to        
concentrations of credit risk consist principally of temporary cash investments 
and trade accounts receivable. The Company's cash investments are placed with   
high credit quality financial institutions and may exceed the amount of federal 
deposit insurance. Concentrations of credit risk with respect to trade          
receivables are limited due to the large number of customers comprising the     
Company's customer base.                                                        

Cash and Cash Equivalents                                                   

    The Company considers all highly liquid money market instruments purchased
with an original maturity of three months or less to be cash equivalents. Cash  
equivalent instruments were $-0- and $1,766,267 at December 31, 1997 and 1998,  
respectively.                                                                   

Financial Instruments                                                       

The carrying amounts of financial instruments including cash, accounts
receivable, notes receivable from (payable to) stockholders and accounts payable
approximated fair value as of December 31, 1998, because of the relatively short
maturity of these instruments.                                                  

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)                      

Stock-Based Compensation                                                    

   Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
for Stock-Based Compensation", establishes a fair value method for accounting   
for stock-based compensation plans either through recognition or disclosure. The
Company adopted the employee stock-based compensation provisions of SFAS        
No. 123 by disclosing the pro forma net income and pro forma net income per     
share amounts assuming the fair value method. Stock arrangements with           
non-employees, if applicable, are recorded at fair value.                       

Advertising                                                                 

   All costs associated with advertising services are expensed in the period
incurred. Advertising expense was approximately $28,000 and $ 136,000 for the   
years ended December 31, 1997 and 1998, respectively.                           

Loss Per Share                                                              

    The Company has adopted SFAS No. 128, "Earnings per Share," which provides
for the calculation of "basic" and "diluted" earnings per share. Basic earnings 
per share includes no dilution and is computed by dividing income available to  
common shareholders by the weighted average number of common shares outstanding 
for the period. Diluted earnings per share reflect, in periods in which they    
have a dilutive effect, the effect of common shares issuable upon exercise of   
stock options and warrants. Diluted earnings per share amounts have not been    
reported because the Company has a net loss and the impact of the assumed       
conversion of preferred stock and exercise of stock options and warrants would  
be anti-dilutive.                                                               

Effect of Recent Accounting Pronouncement                                   

In June 1998, the Financial Accounting Standards Board issued SFAS    
No. 133, "Accounting for Derivative Instruments and Hedging Activities", which  
requires companies to recognize all derivatives as either assets or liabilities 
in the statement of financial position and measure those instruments at fair    
value. SFAS No. 133 is effective for fiscal years beginning after June 15, 2000.
The Company does not presently enter into any transactions involving derivative 
financial instruments and, accordingly, does not anticipate the new standard    
will have any effect on its financial statements.                               

2. REORGANIZATION                                                               

    On May 30, 1997, the Predecessor Companies were acquired by the Company by
issuing three notes aggregating $325,000 (see Note 6) for all the membership    
interest in the Predecessor Companies. For accounting purposes Hobbes has been  
considered to be the acquirer. As a result, the business consolidation of Hobbes
and INET has been accounted for as a consolidation of entities under common     
control in a manner similar to a pooling of interests. The business             
consolidation with Sarah Girl and Frontline have been accounted for as          
purchases. The net assets and operations of Sarah Girl and Frontline are not    
material to the Company's consolidation financial statements. Notes payable to  
the members of the Predecessor Companies are accounted for as distributions in  
the accompanying consolidated statements of stockholders' equity.               

3. NOTES RECEIVABLE FROM STOCKHOLDERS                                           

During August and October 1998, the Company made advances aggregating 
$143,800 to two of its stockholders. The notes are due on demand and bear       
interest at 8% which is offset against the interest payable from the            
stockholders (see Note 6).                                                      

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

4. ACQUISITION OF BUSINESSES                                                    

    During 1998, the Company made the following acquisitions all of which were
accounted for using the purchase method of accounting with the results of each  
acquisition included in the consolidated financial statements from the          
respective acquisition date. The acquisition resulted in intangibles of         
$3,215,226, which are being amortized over their expected benefit period of     
3 years.                                                                        

At December 31, 1998, intangibles were as follows:                    

                                                        [Enlarge/Download Table]


                                                                                CUSTOMER             
                                                                    GOODWILL     BASES       TOTAL   
                                                                   ----------  ----------  ----------
                                                                                                     
Intangibles....................................................... $1,143,998  $2,071,228  $3,215,226
Less: Accumulated amortization....................................     88,979      44,921     133,900
                                                                   ----------  ----------  ----------
                                                                   $1,055,019  $2,026,307  $3,081,326
                                                                   ----------  ----------  ----------
                                                                   ----------  ----------  ----------

WOWFactor                                                                   

    On October 9, 1998, the Company acquired all of the issued and outstanding
capital stock of WOWFactor, Inc. ("WOWFactor"), a New Jersey corporation engaged
in the business of promoting e-commerce through its web sites primarily for     
women's businesses. The Company issued to the stockholders of WOWFactor ten     
shares of newly created Series A preferred stock, which is convertible on       
July 15, 1999 into common stock with a market value of $1,000,000, subject to a 
maximum issuance of 250,000 shares. In addition, to the extent that the         
Company's common stock has a market value on July 15, 1999 of (i) less than     
$3.00 per share or (ii) greater than $3.00 per share but less than $4.00 per    
share, the Company agreed to issue to the WOWFactor stockholders options to     
purchase up to an aggregate of 100,000 or 50,000 shares, respectively.          

Roxy Systems d/b/a Magic Carpet                                             

  On October 9, 1998, the Company acquired substantially all of the assets
used in the business of Roxy Systems, Inc. d/b/a Magic Carpet ("Roxy") in       
consideration of $75,000 in cash and the assumption of approximately $60,000 of 
liabilities. Roxy is an internet service provider which, at the date of         
acquisition, had approximately 1,000 individual and business subscribers in     
Orange County, New York.                                                        

US Online                                                                   

     Pursuant to an order of the United States Bankruptcy Court, District of New
Jersey, on October 23, 1998, the Company acquired substantially all of the      
assets used in the business of US Online, Inc. ("US Online"), including a point 
of presence in the Philadelphia area, and assumed two of US Online's executory  
contracts for consideration of $570,000 in cash paid upon closing. At the time  
of the acquisition, US Online was engaged in the business of providing internet 
access, web hosting and leased communications lines to approximately 3,500      
subscribers in New York, New Jersey and Pennsylvania.                           

Webspan                                                                     

    On December 17, 1998, the Company acquired substantially all of the assets
used in the business of Webspan Communications, Inc. ("Webspan") in             
consideration of $500,000 in cash, assumption of approximately $544,000 of      
liabilities and an aggregate of 113,364 shares of the Company's common stock    
(approximately $509,000). At the time of the acquisition, Webspan was an        
internet service provider with approximately 9,000 individual and business      
subscribers in New York and New Jersey.                                         

The following pro forma consolidated financial information has been   
prepared to reflect the 1998 acquisitions. The pro forma financial information  
is based on the historical financial statements of the Company and those of the 
acquired businesses. The accompanying pro forma operating statements are        

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

4. ACQUISITION OF BUSINESSES--(CONTINUED)                                       

presented as if the acquisitions occurred on January 1, 1997. The pro forma     
financial information is unaudited and is not necessarily indicative of what the
actual results of operations of the Company would have been assuming the        
acquisitions had been completed as of January 1, 1997, and neither is it        
necessarily indicative of the results of operations for future periods.         

                                                        [Enlarge/Download Table]


                                                                  YEAR ENDED DECEMBER 31,    
                                                                ---------------------------- 
                                                                   1997             1998     
                                                                -----------      ----------- 
                                                                        (UNAUDITED)          
                                                                                             
Revenues....................................................... $ 2,383,063      $ 2,635,923 
Net loss.......................................................  (5,320,805)      (4,307,399)
                                                                -----------      ----------- 
Net loss per share--basic and diluted.......................... $     (3.85)     $     (1.69)
                                                                -----------      ----------- 
                                                                -----------      ----------- 

   The above unaudited pro forma consolidated financial information has been
adjusted to reflect amortization of intangibles as generated by the acquisitions
over a three-year period, WOWFactor officer's employment agreement entered into 
at the date of acquisition, the conversion of the preferred shares issued in the
WOWFactor acquisition and the issuance of 113,364 common shares in the Webspan  
acquisition.                                                                    

5. PROPERTY AND EQUIPMENT                                                       

Property and equipment consisted of the following:                    

                                                        [Enlarge/Download Table]


                                                                                   DECEMBER 31,
                                                                                      1998     
                                                                                   ------------
                                                                                               
Computer and office equipment.....................................................  $1,070,492 
Furniture and fixtures............................................................      38,705 
Leasehold improvements............................................................      13,783 
                                                                                    ---------- 
                                                                                     1,122,980 
Less: Accumulated depreciation and amortization...................................     141,195 
                                                                                    ---------- 
                                                                                    $  981,785 
                                                                                    ---------- 
                                                                                    ---------- 

6. NOTES PAYABLE STOCKHOLDERS                                                   

    On May 30, 1997, the Company issued notes aggregating $372,137 to three of
its stockholders related to the reorganization discussed in Note 2, and certain 
advances made to the Company since inception. The notes bear interest at 8%. To 
date $203,537 has been repaid and $168,600 will be deferred until such time as  
the Company achieves $1.9 million in pre-tax earnings, but in no event sooner   
than May 2000.                                                                  

7. CAPITAL LEASE OBLIGATIONS                                                    

The Company leases computer equipment under capital leases. The assets
acquired under capital leases have a cost of $207,725 and accumulated           
depreciation of $-0- as of December 31, 1998.                                   

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

7. CAPITAL LEASE OBLIGATIONS--(CONTINUED)                                       

The following is a schedule of future minimum lease payments under    
capitalized leases, together with the present value of the net minimum lease    
payments at December 31, 1998.                                                  

                                                                [Download Table]
                                                                             
Payments for the year ending:                                                
  1999............................................................   $ 75,745
  2000............................................................     75,745
  2001............................................................     75,745
                                                                     --------
Total minimum lease payments......................................    227,235
Less: Amount representing interest................................     72,833
                                                                     --------
Present value of net minimum lease payments.......................    154,402
Less: Current portion.............................................     38,569
                                                                     --------
Long-term lease obligations.......................................   $115,833
                                                                     --------
                                                                     --------

8. COMMITMENTS AND CONTINGENCIES                                                

Leases                                                                      

The Company rents office space and equipment under operating lease    
agreements expiring at various dates through 2000.                              

Future minimum rental payments required under operating leases as of  
December 31, 1998 are approximately as follows:                                 

                                                                [Download Table]
                                                                             
1999..............................................................   $121,000
2000..............................................................    119,000
2001..............................................................    118,000
2002..............................................................     57,000
                                                                     --------
Total.............................................................   $415,000
                                                                     --------
                                                                     --------

  Rental expense was $69,981 and $134,249 for the years ended December 31,
1997 and 1998, respectively.                                                    

    The Company has entered into three-year employment agreements with certain
officers and employees which provide for aggregate annual base compensation of  
approximately $401,000, and such bonuses as the Board of Directors may, in its  
sole discretion, from time to time determine. These employment agreements, which
expire in August 2000 and September 2001, provide for employment on a full-time 
basis (except for the Company's agreement with its Chief Executive Officer) and 
contain a provision that the employee will not compete or engage in a business  
competitive with the current or anticipated business of the Company during the  
term of the employment agreement and for a period of two years thereafter.      

9. STOCK OPTIONS                                                                

The Company has a stock option plan (the "Plan"), which authorized the
issuance of incentive options and non-qualified options to purchase up to       
500,000 shares of common stock. The plan has a ten year term. The Board retained
the authority to determine the individuals to whom, and the times at which,     
stock options would be made, along with the number of shares, vesting schedule  
and other provisions related to the stock options.                              

    The Company applies Accounting Principles Board Opinion No. 25 "Accounting
for Stock Issued to Employees" and related interpretations by recording         
compensation expense for the excess of fair market value and the exercisable    
price per share as of the date of the grant in accounting for its stock options.

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

9. STOCK OPTIONS--(CONTINUED)                                                   

Accordingly, no compensation costs have been recognized for its issuance of     
options to employees since the exercise price exceeded the then fair market     
value on the date of the grant. In accordance with SFAS No. 123, the Company has
recognized $108,000 and $175,137 as the fair value of services received for the 
136,000 and 103,000 options granted to non-employees during 1997 and 1998,      
respectively.                                                                   

SFAS No. 123 requires the Company to provide pro forma information    
regarding net loss and net loss per share as if compensation cost for the       
Company's stock options had been determined in accordance with the fair value   
based method prescribed in SFAS No. 123. The Company estimates fair value of    
each stock based option at the date of the grant using the Black Scholes        
option-pricing model with the following weighted average assumptions used for   
options in 1997 and 1998:                                                       

                                                        [Enlarge/Download Table]


                                                                       1997       1998    
                                                                      ------   -----------
                                                                                          
Risk-free interest rate.............................................. 6.51%    4.29%-5.48%
Expected life........................................................ 5 years   5 years   
Expected volatility.................................................. 15.00%     46.10%   
Dividend yield.......................................................  None       None    

     Under the accounting provisions of SFAS No. 123, the Company's net loss and
loss per share would have been reduced to the pro forma amounts indicated below:

                                                        [Enlarge/Download Table]


                                                                      1997          1998     
                                                                   -----------   ----------- 
                                                                                             
Net loss:                                                                                    
  As reported..................................................... $(2,037,417)  $(1,744,099)
  Pro forma.......................................................  (2,037,417)   (2,060,753)
                                                                   -----------   ----------- 
Net loss per share (basic and diluted):                                                      
  As reported..................................................... $     (1.67)  $      (.72)
  Pro forma.......................................................       (1.67)         (.85)
                                                                   -----------   ----------- 

   Stock options granted prior to 1998 were considered to have minimal value
based on the fair value method of SFAS No. 123.                                 

A summary of the status of the Company's stock option plan as of      
December 31, 1997 and 1998, and changes during the years ending on those dates, 
is presented below:                                                             

                                                        [Enlarge/Download Table]


                                                                                  DECEMBER 31,                  
                                                                 -----------------------------------------------
                                                                         1997                      1998         
                                                                 ---------------------     ---------------------
                                                                              WEIGHTED                  WEIGHTED
                                                                              AVERAGE                   AVERAGE 
                                                                              EXERCISE                  EXERCISE
                                                                  SHARES       PRICE        SHARES       PRICE  
                                                                 --------     --------     --------     --------
                                                                                                                
Outstanding at beginning of year................................       --      $   --       165,600      $ 2.00 
Granted.........................................................  280,000        2.00       426,200        3.00 
Exercised.......................................................       --          --            --          -- 
Forfeited....................................................... (114,400)      (2.00)       (8,800)      (2.00)
                                                                 --------      ------      --------      ------ 
Outstanding at end of year......................................  165,600      $ 2.00       583,000      $ 2.73 
                                                                 --------      ------      --------      ------ 
                                                                 --------      ------      --------      ------ 
Options exercisable at year-end.................................       --      $   --       457,000      $ 2.66 
                                                                 --------      ------      --------      ------ 
                                                                 --------      ------      --------      ------ 
Weighted average fair value of options                                                                          
  granted during the year.......................................               $   --                    $ 1.62 
                                                                               ------                    ------ 
                                                                               ------                    ------ 

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 

9. STOCK OPTIONS--(CONTINUED)                                                   

    The following table summarizes information about stock options outstanding
at December 31, 1998.                                                           

                                                        [Enlarge/Download Table]


                                                            OPTIONS OUTSTANDING                                       
                                                 ------------------------------------------    OPTIONS EXERCISABLE    
                                                                     WEIGHTED                 ------------------------
                                                     NUMBER           AVERAGE      WEIGHTED    NUMBER        WEIGHTED 
                                                 OUTSTANDING AT      REMAINING     AVERAGE   EXERCISABLE     AVERAGE  
                                                  DECEMBER 31,      CONTRACTUAL    EXERCISE  AT DECEMBER     EXERCISE 
RANGE OF EXERCISE PRICES                              1998             LIFE          PRICE     31, 1998       PRICE   
-----------------------------------------------  ---------------    -----------    --------  ------------    -------- 
                                                                                                                      
$2.00 to $3.00.................................      418,600            9.4         $ 2.31      358,600       $ 2.27  
$3.00 to $5.18.................................      164,400            9.4           3.81       98,400         4.09  
                                                     -------            ---         ------     --------       ------  
                                                     -------            ---         ------     --------       ------  

10. CAPITAL STOCK AND WARRANTS                                                  

At December 31, 1998, there was an aggregate of 2,460,000 warrants    
outstanding at exercise prices between $4.80 and $7.92 per share, expiring at   
various times through 2003, as follows:                                         

    In December 1997, as partial consideration for a loan, the Company granted
warrants to purchase 300,000 shares, at an exercise price of $5.00 per share,   
expiring in December 2003. These warrants were valued at $24,000 and recorded as
a debt discount.                                                                

    As part of its IPO in February 1998, the Company offered and sold warrants
(the "Public Warrants") to purchase 1,840,000 shares, at an exercise price of   
$4.80 per share, expiring in February 2003.                                     

In March 1998, the Company effected a 4 for 5 reverse stock split. All
shares and per share data in the consolidated financial statements have been    
adjusted to give retroactive effect to the reverse stock split.                 

   Additionally, during May 1998, the Company sold to the underwriter of the
IPO, warrants to purchase 160,000 shares, at an exercise price of $6.60 per     
share, and 160,000 shares, at an exercise price of $7.92 per share. These       
warrants expire in May 2003.                                                    

The Board of Directors is authorized to fix the rights, preferences,  
privileges and restrictions of any series of preferred stock, including the     
dividend rights, original issue price, conversion rights, voting rights, terms  
of redemption, liquidation preferences and sinking fund terms thereof, and the  
number of shares constituting any such series and the designation thereof and to
increase or decrease the number of shares subsequent to the issuance of shares  
of such series (but not below the number of shares of such series then          
outstanding).                                                                   

11. INCOME TAXES                                                                

The Company had net operating loss carryforwards of approximately $1,500,000 at 
December 31, 1998, which expire beginning in 2111. The tax benefit of these     
losses has been completely offset by a valuation allowance due to the           
uncertainty of its realization.                                                 

12. LITIGATION SETTLEMENT                                                       

In connection with a settlement of all disputes with a former officer, the      
Company purchased 231,520 shares of common stock owned by that officer for      
$264,113. These amounts were accounted for as treasury stock in the accompanying
balance sheet.                                                                  

13. SUBSEQUENT EVENT                                                            

     In March 1999, the Company entered into an agreement with two institutional
investors pursuant to which the Company sold 158,856 shares of common stock, at 
prevailing market price, for an aggregate purchase price of $2,000,000. The     
agreement with the investors provides for certain registration and repricing    
rights. The Company may, at any time prior to the effectiveness of registration,
redeem the common stock issued in its entirety for a premium. The Company also  
issued 21,662 warrants to purchase common stock for 13.849 per share. The       
warrants are exercisable on or before March 25, 2002.                           

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FRONTLINE COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET

                                                        [Enlarge/Download Table]


                                                                                                    SEPTEMBER 30,
                                                                                                        1999     
                                                                                                    -------------
                                                                                                     (UNAUDITED) 
                                                                                                                 
                                              ASSETS                                                             
Current:                                                                                                         
  Cash and cash equivalents........................................................................  $   913,782 
  Accounts receivable, net of allowance for doubtful accounts......................................      194,170 
  Prepaid expenses and other.......................................................................      210,059 
                                                                                                     ----------- 
     Total current assets..........................................................................    1,318,011 
Property and equipment, net........................................................................    2,903,855 
Intangibles, net of accumulated amortization of $1,084,642.........................................    3,596,347 
Other..............................................................................................      197,241 
                                                                                                     ----------- 
                                                                                                     $ 8,015,454 
                                                                                                     ----------- 
                                                                                                     ----------- 
                               LIABILITIES AND STOCKHOLDERS' EQUITY                                              
Current liabilities:                                                                                             
  Accounts payable and accrued expenses............................................................  $ 1,161,585 
  Deferred revenue.................................................................................      607,426 
  Current portion of capitalized lease obligations.................................................      416,668 
                                                                                                     ----------- 
     Total current liabilities.....................................................................    2,185,679 

Capitalized lease obligations and notes payable--net of current portion............................    1,175,771 
                                                                                                     ----------- 
     Total liabilities.............................................................................    3,361,450 
                                                                                                     ----------- 
Stockholders' equity:                                                                                            
  Preferred stock, $.01 par value, 1,000,000 authorized, 10 issued                                               
     and outstanding                                                                                             
  Common Stock, $.01 par value, authorized 25,000,000, 3,934,156 issued, and 3,702,636                           
     outstanding...................................................................................       39,342 
  Additional paid-in capital.......................................................................   13,653,046 
  Accumulated deficit..............................................................................   (8,736,771)
  Note receivable..................................................................................      (37,500)
  Treasury stock, at cost, 231,520 shares..........................................................     (264,113)
                                                                                                     ----------- 
     Total stockholders' equity....................................................................    4,654,004 
                                                                                                     ----------- 
                                                                                                     $ 8,015,454 
                                                                                                     ----------- 
                                                                                                     ----------- 

See notes to condensed consolidated financial statements. 

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FRONTLINE COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
(UNAUDITED) 

                                                        [Enlarge/Download Table]


                                                                                       FOR THE NINE MONTHS ENDED   
                                                                                     ------------------------------
                                                                                     SEPTEMBER 30,    SEPTEMBER 30,
                                                                                         1999             1998     
                                                                                     -------------    -------------
                                                                                                                   
Revenues............................................................................  $ 2,159,585      $   369,972 
Costs and expenses:                                                                                                
  Cost of revenues..................................................................    1,426,006          309,627 
  Selling, general and administrative...............................................    3,770,720          651,878 
  Depreciation and amortization.....................................................    1,189,080           55,590 
  Non-cash compensation charge......................................................      712,220                  
                                                                                      -----------      ----------- 
                                                                                        7,098,026        1,017,095 
                                                                                      -----------      ----------- 
Loss from operations................................................................   (4,938,441)        (647,123)
Other income (expense):                                                                                            
  Interest income...................................................................       73,117           64,949 
  Interest expense..................................................................      (27,800)         (27,912)
                                                                                      -----------      ----------- 
Net loss............................................................................  $(4,893,124)     $  (610,086)
                                                                                      -----------      ----------- 
                                                                                      -----------      ----------- 
Loss per share--basic and diluted...................................................  $     (1.43)     $     (0.27)
                                                                                      -----------      ----------- 
                                                                                      -----------      ----------- 
Weighted average number of shares outstanding--basic and diluted....................    3,421,359        2,221,077 
                                                                                      -----------      ----------- 
                                                                                      -----------      ----------- 

See notes to condensed consolidated financial statements. 

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FRONTLINE COMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
(UNAUDITED) 

                                                        [Enlarge/Download Table]


                                                                                      FOR THE NINE MONTHS ENDED   
                                                                                   -------------------------------
                                                                                   SEPTEMBER 30,     SEPTEMBER 30,
                                                                                       1999              1998     
                                                                                   -------------     -------------
                                                                                                                  
Cash flow from operating activities:                                                                              
  Net loss........................................................................  ($4,893,124)      ($  610,086)
  Adjustments to reconcile net loss to net cash used                                                              
     in operating activities:                                                                                     
     Depreciation and amortization................................................    1,189,080            55,590 
     Non-cash compensation charge.................................................      712,220                -- 
     Changes in assets and liabilities                                                                            
       Accounts receivable........................................................     (190,843)           (1,485)
       Prepaid expenses and other.................................................       (7,977)          (33,042)
       Other assets...............................................................     (156,575)          (31,093)
       Accounts payable and accrued expenses......................................      860,423          (293,336)
       Deferred revenue...........................................................       (7,426)           11,307 
                                                                                    -----------       ----------- 
          Net cash used in operating activities...................................   (2,494,222)         (902,145)
                                                                                    -----------       ----------- 
Cash flows from investing activities:                                                                             
  Acquisition of property and equipment...........................................     (821,538)         (164,763)
  Acquisition of businesses.......................................................     (681,661)                  
                                                                                    -----------       ----------- 
          Net cash used in investing activities...................................   (1,503,199)         (164,763)
                                                                                    -----------       ----------- 
Cash flows from financing activities:                                                                             
  Proceeds from sale of common stock, net.........................................    2,769,420         6,041,476 
  Proceeds from exercise of stock options.........................................      215,000                -- 
  Principal payments on capitalized lease obligations.............................      (67,928)               -- 
  Deferred registration costs                                                                                     
     Purchase of Treasury Stock...................................................           --          (264,113)
     Repayments of stockholder and bank loans, net................................           --          (481,384)
                                                                                    -----------       ----------- 
          Net cash provided by financing activities...............................    2,916,492         5,295,979 
                                                                                    -----------       ----------- 
Net increase (decrease) in cash and cash equivalents..............................   (1,080,929)        4,229,071 
Cash and cash equivalents, beginning of period....................................    1,994,711            39,725 
                                                                                    -----------       ----------- 
                                                                                    -----------       ----------- 
Cash and cash equivalents, end of period..........................................  $   913,782       $ 4,268,796 
                                                                                    -----------       ----------- 
                                                                                    -----------       ----------- 
Supplemental information:                                                                                         
Cash paid for interest during the period..........................................  $    28,000       $    27,000 
Noncash investing and financing activities:                                                                       
  Capital lease obligations incurred..............................................    1,337,000                -- 
  Common stock issued to acquire businesses.......................................      675,000                -- 

See notes to condensed consolidated financial statements. 

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(UNAUDITED) 

SEPTEMBER 30, 1999

NOTE A--BASIS OF PRESENTATION                                                   

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for   
interim financial information and with the instructions to Item 310 (b) of      
Regulation S-B. Accordingly, they do not include all of the information and     
footnotes required by generally accepted accounting principles for complete     
financial statements. In the opinion of the management, all adjustments         
(consisting of normal recurring accruals) considered necessary for fair         
presentation have been included. The results for the interim periods are not    
necessarily indicative of the results that may be attained for an entire year or
any future periods. For further information, refer to the Company's Financial   
Statements and footnotes thereto, included elsewhere herein.                    

     The condensed consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany accounts and         
transactions have been eliminated.                                              

  The format of the statements of operations in the accompanying financial
statement is different from the one appearing in the Company's Annual Report on 
Form 10-KSB for the year ended December 31, 1998.                               

NOTE B--LOSS PER SHARE                                                          

   The Company has adopted SFAS No. 128, "Earning per Share", which provides
for calculation of "basic" and "diluted" earning per share. Basic earnings per  
share includes no dilution and is computed by weighted average number of common 
shares outstanding for the period. Diluted earnings per share reflect, in       
periods in which they have dilutive effect, the effect of common shares issuable
upon exercise of stock options and warrants. Diluted earnings per share amounts 
have not been reported because the Company has a net loss and the impact of the 
assumed conversion of preferred stock and exercise of stock options and warrants
would be anti-dilutive.                                                         

NOTE C--CAPITAL STOCK                                                           

   In March 1999, the Company sold 158,856 shares of its Common Stock to two
investors for an aggregate purchase price of $2,000,000, with net proceeds to   
the Company of $1,770,000. The Company also issued warrants to purchase an      
aggregate of 21,662 shares of Common Stock at an exercise price of $13.85 per   
share. The Company granted repricing rights with respect to the shares, and     
anti-dilution rights with respect to the warrants, subject to an aggregate      
maximum issuance of 450,000 shares. As of September 30, 1999, the Company had   
issued 99,010 additional shares of Common Stock pursuant to the repricing       
rights.                                                                         

    In May 1999, an officer of the Company exercised options granted under the
Company's stock option plan and acquired 15,000 shares of Common Stock for      
$37,500. The payment was made by an interest bearing secured promissory note.   
The amounts due under the note are secured by certain personal assets of the    
officer in addition to shares of Common Stock acquired by the officer.          

In June 1999, the Company's shareholders approved an amendment to the 
Certificate of Incorporation of the Company increasing the number of authorized 
shares of Common Stock to 25,000,000.                                           

 In July 1999, the Company sold 99,900 shares of its Common Stock to two
investors for an aggregate purchase price of $1,000,000. The Company also issued
warrants to purchase an aggregate of 13,625 shares of Common Stock at an        
exercise price of $11.01 per share. The Company granted repricing rights with   
respect to the shares, and anti-dilution rights with respect to the warrants,   
subject to an aggregate maximum issuance of 225,000 shares.                     

In 1999, the Company issued 60,436 shares of its Common Stock for     
acquisition of businesses. See Note D.                                          

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(UNAUDITED)(CONTINUED)

SEPTEMBER 30, 1999

NOTE C--CAPITAL STOCK--(CONTINUED)                                              

 At September 30,1999, options to acquire 788,268 shares of Common Stock
pursuant to the Company's stock option plan were outstanding. In addition, there
was an aggregate of 2,506,587 warrants outstanding at exercise prices between   
$4.80 and $13.85 expiring at various dates through 2004.                        

NOTE D--ACQUISITIONS OF BUSINESSES                                              

In May 1999, the Company acquired substantially all of the assets of  
channel I Shop.com and, acquired all of the issued and outstanding stock of     
WebPrime, Inc. In August 1999, the Company acquired certain dial-up access      
assets of United Computer Specialists, Inc. The aggregate consideration         
consisted of $325,000 in cash (including transaction-related costs) and 50,436  
shares of Common stock (approximately $675,000). The acquisitions resulted in   
intangibles of $988,000, which are being amortized over their expected benefit  
period of 3 years. In addition, the Company issued 10,000 shares of its Common  
Stock as a purchase price adjustment to a business it acquired in 1998. $128,000
representing the value of the additional consideration was adjusted to the cost 
of related intangibles.                                                         

In July 1999, the Company entered into a stock purchase agreement (the
"Agreement") to purchase all of the outstanding stock of Sovernet, Inc.         
("Sovernet") from its three shareholders (the "Sellers"). The transaction is    
subject to the Company securing adequate financing to fund the purchase and     
other customary closing conditions. The Company paid a $250,000 deposit to the  
Sellers, which is only refundable under certain limited circumstances as set    
forth in the Agreement. The Agreement expired on September 30, 1999 and the     
Company has not exercised its right to extend the Agreement. Discussions and    
negotiations with the Sellers are continuing, but there is no assurance that the
Company will obtain the financing to consummate the transaction or the sellers  
will agree to consummate the transaction. Accordingly, the deposit and related  
transaction costs in the aggregate amount of $280,000 were charged to operations
during the three months ended September 30, 1999.                               

NOTE E--NON-CASH COMPENSATION CHARGE                                            

   The Company granted to certain employees options to purchase an aggregate
amount of 245,768 shares of its Common Stock which required shareholder approval
prior to its issuance. The shareholders approved the issuance in June 1999, and 
accordingly the approval date is deemed to be the grant date. Since the fair    
market value of the shares at the grant date exceeded the exercise price,       
compensation costs have been recognized during the nine months ended September  
30,1999.                                                                        

NOTE F--CAPITAL LEASE OBLIGATIONS                                               

In September, the Company purchased communications equipment in the   
aggregate amount of $1.3 million from a major telecommunications equipment      
manufacturer. The manufacturer provided the financing through a lease for       
$957,000. As per the term of the lease, the Company is required to pay $ 36,000 
a month for 30 months commencing from February of 2000. In addition, $376,000   
due to the manufacturer is payable over four quarterly installments of $93,650  
commencing from March 2000.                                                     

NOTE G--LEASES                                                                  

The Company rents office space and equipment under operating lease    
agreements expiring at various dates through 2004. Future minimum rental        
payments required under operating leases as of September 30, 1999 are           
approximately as follows: 2000--$332,000; 2001--$330,000; 2002--$328,000;       
2003--$325,000; 2004--$307,000.                                                 

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FRONTLINE COMMUNICATIONS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(UNAUDITED)(CONTINUED)

SEPTEMBER 30, 1999

NOTE H--SUBSEQUENT EVENTS                                                       

     In October and December 1999, the Company sold 241,133 shares of its Common
Stock to two investors for an aggregate purchase price of $1,250,000. The       
Company also issued warrants to purchase an aggregate of 32,888 shares of Common
Stock at exercise prices ranging from $5.23 to $6.07 per share. The Company     
granted repricing rights with respect to the shares, and anti-dilution rights   
with respect to the warrants, subject to an aggregate maximum issuance of       
450,000 shares.                                                                 

    In October 1999, the Company acquired the Web design and hosting assets of
United Computer Specialists, Inc ("UCS"). The purchase price consisted of       
$50,000 in cash, $275,000 in non interest bearing promissory notes and 33,065   
shares of the Company's Common Stock valued at $175,000. The principal amounts  
of the promissory notes are subject to downward revision based on revenues      
derived from UCS's customers during the nine months following the closing date. 
The promissory note for $100,000 is payable on the six month anniversary of the 
closing date and the promissory note for $175,000 is payable on the one year    
anniversary of the closing date.                                                

 In December 1999, the Company acquired Web hosting assets of FrontHost,
LLC. The purchase price consisted of $150,000 in non-interest bearing promissory
notes and 26,538 shares of the Company's Common Stock valued at $150,000. The   
promissory note is payable in June 2000 or within five days of the closing of   
any financing in which the Company receives over $5 million.                    

 In December 1999, the Company issued 98,462 shares of Common Stock upon
conversion of Series A convertible preferred stock and 10,000 shares of Common  
Stock upon exercise of stock options.                                           

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FRONTLINE COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998

BASIS OF COMBINATION--PRO FORMA                                                 

The accompanying pro forma combined statement of operations has been  
derived from Frontline Communications Corporation's (the "Company") statement of
operations for the year ended December 31, 1998. Adjustments have been made to  
such information to give effect to the following transaction and events as if   
each had occurred as of the beginning of the period covered by the combined     
statement of operations:                                                        

     A. The Company's acquisition of all of the issued and outstanding
    stock of WOW Factor, Inc. ("WOWFactor) on October 9, 1998.

        B. The Company's acquisition of substantially all of the assets used
      in the business of Roxy Systems, Inc. d/b/a Magic Carpets on
October 9, 1998.                                      

        C. The Company's acquisition of substantially all of the assets used
in the business of US Online, Inc. on October 23, 1998

        D. The Company's acquisition of substantially all of the assets used
        in the business of Webspan Communications, Inc. ("Webspan") on
December 17, 1998.                                    

The aggregate consideration for the above acquisitions approximated   
$3,595,000 and resulted in intangibles of $3,215,226. The intangibles are being 
amortized over their expected benefit period of 3 years.                        

     The pro forma combined statement of operations has been adjusted to reflect
amortization of intangibles as generated by the acquisitions over a three-year  
period, WOW Factor officer's employment agreement entered into at the date of   
acquisition, the conversion of the preferred shares issued in the WOWFactor     
acquisition and the issuance of 113,364 common shares in the Webspan            
acquisition.                                                                    

The accompanying pro forma financial information does not purport to  
represent what the Company's results of operations or financial condition would 
have been had such transactions in fact occurred at the beginning of the period 
presented or to project the Company's results of operations or financial        
position in, or for, any future periods.                                        

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    FRONTLINE COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998

                                                        [Enlarge/Download Table]


                                                   FRONTLINE           ROXY            WOW                        
                                                 COMMUNICATIONS    SYSTEMS, INC    FACTORS, INC.  U.S. ONLINE INC.
                                                 --------------    ------------    -------------  ----------------
                                                                                                                  
Revenues....................................      $    574,964       $192,037        $  29,029       $  768,142   
Cost of revenues............................           651,378        129,521            3,293          915,454   
                                                  ------------       --------        ---------       ----------   
Gross profit (loss).........................           (76,414)        62,516           25,736         (147,312)  
Operating expenses:                                                                                               
  Selling, general and administrative.......         1,744,029         73,782           42,067          825,379   
                                                  ------------       --------        ---------       ----------   
  Loss from operations......................        (1,820,443)       (11,266)         (16,331)        (972,691)  
Other income (expense):                                                                                           
  Interest income...........................           108,194                                                    
  Interest expense..........................           (31,850)                                                   
                                                  ------------       --------        ---------       ----------   
Net loss....................................      $ (1,744,099)      $(11,266)       $ (16,331)      $ (972,691)  
                                                  ------------       --------        ---------       ----------   
                                                  ------------       --------        ---------       ----------   
Loss per share--basic and diluted...........      $      (0.72)                                                   
                                                  ------------                                                    
                                                  ------------                                                    
Weighted average number of shares                                                                                 
  outstanding--basic and diluted............         2,435,035                                                    
                                                  ------------                                                    
                                                  ------------                                                    


                                                 WEBSPAN              PRO FORMA      PRO FORMA                    
                                             COMMUNICATIONS, INC     ADJUSTMENTS     COMBINED                     
                                             --------------------    -----------    -----------                   
                                                                                                                  
Revenues....................................     $  1,071,751                       $ 2,635,923                   
Cost of revenues............................        1,117,321                         2,816,967                   
                                                 ------------        -----------    -----------                   
Gross profit (loss).........................          (45,570)                         (181,044)                  
Operating expenses:                                                                                               
  Selling, general and administrative.......          345,442          1,172,000      4,202,699                   
                                                 ------------        -----------    -----------                   
  Loss from operations......................         (391,012)       $(1,172,000)    (4,383,743)                  
Other income (expense):                                                                                           
  Interest income...........................                                            108,194                   
  Interest expense..........................                                            (31,850)                  
                                                 ------------        -----------    -----------                   
Net loss....................................     $   (391,012)       $(1,172,000)   $(4,307,399)                  
                                                 ------------        -----------    -----------                   
                                                 ------------        -----------    -----------                   
Loss per share--basic and diluted...........                                        $     (1.69)                  
                                                                                    -----------                   
                                                                                    -----------                   
Weighted average number of shares                                                                                 
  outstanding--basic and diluted............                                          2,543,676                   
                                                                                    -----------                   
                                                                                    -----------                   

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

WOWFactor, Inc.                                                                 
Montclair, New Jersey                                                           

We have audited the accompanying balance sheet of WOWFactor, Inc. as of December
31, 1997 and the related statements of operations, stockholders' deficit and    
cash flows for each of the two years in the period ended December 31, 1997.     
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 audits.                                                                  

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining, on a test basis, evidence       
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement       
presentation. We believe that our audits provide 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 WOWFactor, Inc. as of December 
31, 1997, and the results of its operations and its cash flows for each of the  
two years in the period ended December 31, 1997 in conformity with generally    
accepted accounting principles.                                                 

BDO SEIDMAN, LLP                                                                

New York, New York                                                              
December 18, 1998                                                               

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WOWFACTOR, INC. 
BALANCE SHEET 
DECEMBER 31, 1997 

                                                        [Enlarge/Download Table]
                                                                                                                
                                               ASSETS                                                           
Equipment, net (Note 1).............................................................................. $  12,170 

                                LIABILITIES AND STOCKHOLDERS' DEFICIT                                           
Current liabilities:                                                                                            
  Accounts payable................................................................................... $  31,668 
  Accrued expenses...................................................................................    25,301 
  Notes payable (Note 2).............................................................................    60,000 
                                                                                                      --------- 
Total current liabilities............................................................................   116,969 
                                                                                                      --------- 

Stockholders' deficit:                                                                                          
  Common stock, no par value--100 shares authorized,                                                            
     issued and outstanding (Note 2).................................................................   657,263 
  Accumulated deficit................................................................................  (762,062)
                                                                                                      --------- 
Total stockholders' deficit..........................................................................  (104,799)
                                                                                                      --------- 
                                                                                                      $  12,170 
                                                                                                      --------- 
                                                                                                      --------- 

See accompanying summary of business and significant accounting policies
and notes to financial statements.

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WOWFACTOR, INC. 
STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]


                                                                                   YEAR ENDED DECEMBER 31,  
                                                                                   ------------------------ 
                                                                                     1997           1996    
                                                                                   ---------      --------- 
                                                                                                            
Net sales......................................................................... $   4,754      $      25 
Cost of sales.....................................................................    47,676         34,369 
                                                                                   ---------      --------- 
  Gross margin....................................................................   (42,922)       (34,344)
                                                                                   ---------      --------- 
Operating expenses:                                                                                         
  Selling, general and administrative.............................................    96,173         95,976 
  Noncash compensation (Note 3)...................................................   234,000        259,000 
                                                                                   ---------      --------- 
     Total operating expenses.....................................................   330,173        354,976 
                                                                                   ---------      --------- 
                                                                                    (373,095)      (389,320)
Other income:                                                                                               
  Interest income.................................................................        --            353 
                                                                                   ---------      --------- 
Net loss..........................................................................  (373,095)      (388,967)
Accumulated deficit, beginning of year............................................  (388,967)            -- 
                                                                                   ---------      --------- 
Accumulated deficit, end of year.................................................. $(762,062)     $(388,967)
                                                                                   ---------      --------- 
                                                                                   ---------      --------- 

See accompanying summary of business and significant accounting policies
and notes to financial statements.

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WOWFACTOR, INC. 
STATEMENTS OF STOCKHOLDERS' DEFICIT 

                                                        [Enlarge/Download Table]


                                                                          YEARS ENDED DECEMBER 31, 1997 AND 1996   
                                                                         ----------------------------------------- 
                                                                                          ACCUMULATED              
                                                                         CAPITAL STOCK     DEFICIT         TOTAL   
                                                                         -------------    -----------    --------- 
                                                                                                                   
Balance, January 1, 1996................................................   $      --       $      --     $      -- 
Net loss................................................................          --        (388,967)     (388,967)
Capital contributions (Notes 2(b) and 3)................................     327,140              --       327,140 
                                                                           ---------       ---------     --------- 
Balance, December 31, 1996..............................................     327,140        (388,967)      (61,827)
Net loss................................................................          --        (373,095)     (373,095)
Capital contributions (Notes 2(b) and 3)................................     330,123              --       330,123 
                                                                           ---------       ---------     --------- 
Balance, December 31, 1997..............................................   $ 657,263       $(762,062)    $(104,799)
                                                                           ---------       ---------     --------- 
                                                                           ---------       ---------     --------- 

See accompanying summary of business and significant accounting policies
and notes to financial statements.

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WOWFACTOR, INC. 
STATEMENTS OF CASH FLOWS (NOTE 3) 

                                                        [Enlarge/Download Table]


                                                                                     YEAR ENDED DECEMBER 31,   
                                                                                   --------------------------- 
                                                                                     1997              1996    
                                                                                   ---------         --------- 
                                                                                                               
Cash flows from operating activities:                                                                          
  Net loss........................................................................ $(373,095)        $(388,967)
                                                                                   ---------         --------- 
  Adjustments to reconcile net loss to net cash used in operating activities:                                  
     Depreciation.................................................................     8,121             5,088 
     Capital contributed through performance of services..........................   234,000           259,000 
     Change in assets and liabilities:                                                                         
       (Increase) decrease in:                                                                                 
          Accounts payable........................................................    13,462            18,206 
          Accrued expenses........................................................    (8,883)           34,184 
                                                                                   ---------         --------- 
            Total adjustments.....................................................   246,700           316,478 
                                                                                   ---------         --------- 
            Net cash used in operating activities.................................  (126,395)          (72,489)
                                                                                   ---------         --------- 
Cash flows from investing activities:                                                                          
  Purchase of equipment...........................................................        --           (25,379)
                                                                                   ---------         --------- 
Cash flows from financing activities:                                                                          
  Proceeds from issuance of notes.................................................    25,000            35,000 
  Contributions of capital--cash..................................................    96,123            68,140 
                                                                                   ---------         --------- 
            Net cash provided by financing activities.............................   121,123           103,140 
                                                                                   ---------         --------- 
Net increase (decrease) in cash...................................................    (5,272)            5,272 
Cash, beginning of year                                                                5,272                -- 
                                                                                   ---------         --------- 
Cash, end of year................................................................. $      --         $   5,272 
                                                                                   ---------         --------- 
                                                                                   ---------         --------- 
Supplemental disclosure of cash flow information:                                                              
  Cash paid during the year for:                                                                               
     Interest..................................................................... $      --         $      -- 
     Income.......................................................................        --                -- 
                                                                                   ---------         --------- 
                                                                                   ---------         --------- 

See accompanying summary of business and significant accounting policies
and notes to financial statements.

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WOWFACTOR, INC. 
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES 

                                                        [Enlarge/Download Table]
                                                                                                              
BUSINESS             WOWFactor, Inc. (the "Company") which was incorporated in 1995, and commenced business as
                     an internet web-based Company providing consumer and business goods and services,        
                     focusing on women business owners.                                                       

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

EQUIPMENT AND        Equipment is stated at cost. Depreciation is computed using the double declining balance 
  DEPRECIATION       method over the estimated useful lives of the assets of five years.                      

INCOME TAXES         The Company is taxed as an S corporation under the provisions of the Internal Revenue    
                     Code. The stockholder's report the Company's taxable income or loss in their personal    
                     income tax returns. Accordingly, Federal as well as State of New Jersey income taxes or  
                     benefits are not reflected in the financial statements.                                  
                     Deferred taxes are inconsequential as a result of the Company's tax status.              

REVENUE RECOGNITION  Revenues were derived from various internet related services and are recognized in the   
                     month in which services are provided.                                                    

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WOWFACTOR, INC. 

NOTES TO FINANCIAL STATEMENTS 

1. EQUIPMENT                                                                    

Equipment, as presented on the balance sheet, is as follows:          

                                                        [Enlarge/Download Table]


                                                                         DECEMBER 31, 1997
                                                                         -----------------
                                                                                          
Equipment...............................................................     $  25,379    
Less: Accumulated depreciation..........................................       (13,209)   
                                                                             ---------    
                                                                             $  12,170    
                                                                             ---------    
                                                                             ---------    

2. RELATED PARTY TRANSACTIONS                                                   

    (a) The Company has outstanding, at December 31, 1997, noninterest bearing
     notes payable to a related party totaling $60,000. These notes were
repaid during 1998.                                           

(b) In 1997 and 1996, shareholders made cash capital contributions of 
$96,123 and $68,140, respectively.                            

 (c) The Company's operations are conducted at the home of the principal
     stockholder at no expense to the Company. Management has determined
    that the cost of such space cannot be reasonably estimated and has
therefore chosen not to disclose such information.            

3. NONCASH COMPENSATION                                                         

     During 1997 and 1996, the Company recognized contributed capital in lieu of
the payments of salaries and fees to certain stockholders. The amounts          
recognized as expense and contributed capital in the financial statements were  
$234,000 and $259,000 in 1997 and 1996, respectively.                           

4. SUBSEQUENT EVENT                                                             

  On October 9, 1998, the Company entered into an agreement with Frontline
Communications Corporation (the "Purchaser") whereby ten (10) shares of         
Series A Convertible Preferred Stock of the Purchaser ("Series A Preferred"),   
convertible on July 15, 1999 into common stock, par value $0.1 per share, having
a market value of $1,000,000 on the conversion date, were transferred in        
consideration of all the authorized, issued and outstanding shares of the       
Company's common stock. The conversion feature, however, provides for a         
limitation that under no circumstances shall the Series A Preferred stock be    
convertible into the Purchaser's common stock aggregating more than 250,000     
shares. In connection with the transactions, stock options were granted to the  
Company's former shareholders to be exercised on July 15, 1999 under the        
conditions that (a) if the Purchaser's common stock has a market value on       
July 15, 1999 of less than $3.00 per share, up to 100,000 shares may be         
purchased under the option or (b) if the Purchaser's common stock has a market  
value of less than $4.00 per share but greater than $3.00 per share, options to 
purchase will be limited to 50,000 shares.                                      

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WOWFACTOR, INC. 
STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]


                                                                                           FOR THE NINE MONTHS  
                                                                                           ENDED SEPTEMBER 30,  
                                                                                          --------------------- 
                                                                                            1998        1997    
                                                                                          --------    --------- 
                                                                                               (UNAUDITED)      
                                                                                                                
Net sales................................................................................ $ 29,029    $   2,318 
Cost of sales............................................................................    3,293       46,576 
                                                                                          --------    --------- 
  Gross margin (loss)....................................................................   25,736      (44,258)
Operating expenses:                                                                                             
  Selling, general and administrative....................................................   42,056       89,258 
                                                                                          --------    --------- 
Loss from operations.....................................................................  (16,320)    (133,516)
Other income (expense):                                                                                         
  Interest expense.......................................................................       11              
                                                                                          --------    --------- 
Net loss................................................................................. $(16,331)   $(133,516)
                                                                                          --------    --------- 
                                                                                          --------    --------- 

See accompanying notes to financial statements. 

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WOWFACTOR, INC. 
STATEMENT OF STOCKHOLDERS' DEFICIT
(UNAUDITED) 

                                                        [Enlarge/Download Table]


                                                                           NINE MONTHS ENDED SEPTEMBER 30, 1998    
                                                                         ----------------------------------------- 
                                                                                          ACCUMULATED              
                                                                         CAPITAL STOCK     DEFICIT         TOTAL   
                                                                         -------------    -----------    --------- 
                                                                                                                   
Balance, December 31, 1998..............................................   $ 657,263       $(762,062)    $(104,799)
Net loss................................................................           0         (16,331)      (16,331)
Capital contributions...................................................      26,774               0        26,774 
                                                                           ---------       ---------     --------- 
Balance, September 30, 1998.............................................   $ 684,037       $(778,393)    $ (94,356)
                                                                           ---------       ---------     --------- 
                                                                           ---------       ---------     --------- 

See accompanying notes to financial statements. 

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WOWFACTOR, INC. 
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                        [Enlarge/Download Table]


                                                                                               NINE MONTHS      
                                                                                           ENDED SEPTEMBER 30,  
                                                                                          --------------------- 
                                                                                            1998        1997    
                                                                                          --------    --------- 
                                                                                               (UNAUDITED)      
                                                                                                                
Cash flow from operating activities:                                                                            
Net loss................................................................................. $(16,331)   $(133,516)
Adjustments to reconcile net loss to net cash used in operating activities:                                     
  Depreciation and amortization..........................................................    3,655        4,738 
  Changes in assets and liabilities:                                                                            
     Accounts payable and accrued expenses...............................................  (13,969)       8,658 
     Notes payable.......................................................................       --       25,000 
                                                                                          --------    --------- 
Net cash used by operating activities....................................................  (26,645)     (95,120)
                                                                                          --------    --------- 

Cash flows from financing activities:                                                                           
  Proceeds from stockholder loans........................................................       --       89,848 
  Proceeds from sale of common stock and warrants........................................   26,774           -- 
                                                                                          --------    --------- 
     Net cash provided by financing activities...........................................   26,774       89,848 
                                                                                          --------    --------- 
Net increase (decrease) in cash and cash equivalents:....................................      129       (5,272)
Cash, beginning of period................................................................       --        5,272 
                                                                                          --------    --------- 
Cash, end of period...................................................................... $    129    $      -- 
                                                                                          --------    --------- 
                                                                                          --------    --------- 

See accompanying notes to financial statements. 

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WOWFACTOR, INC. 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

1. BASIS OF PRESENTATION                                                        

The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim financial  
information. Accordingly, they do not include all the information and footnotes 
required by generally accepted accounting principles for complete financial     
statements.                                                                     

In the opinion of management, the accompanying unaudited financial    
statements include all adjustments, consisting of normal recurring accruals,    
considered necessary for the fair presentation of the results for interim       
periods. Operating results for the nine months ended September 30, 1998 are not 
necessarily indicative of the results to be expected for the full year ending   
December 31, 1998.                                                              

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Roxy Systems, Inc., D/B/A Magic Carpet                                          
Middletown, New York                                                            

We have audited the accompanying balance sheet of Roxy Systems, Inc., D/B/A     
Magic Carpet as of December 31, 1997 and the related statements of operations,  
stockholder's deficit and cash flows for the year then ended. 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 also includes examining, on a test basis, evidence       
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement       
presentation. We believe that our audit provides a reasonable basis for our     
opinion.                                                                        

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Roxy Systems, Inc., D/B/A Magic
Carpet at December 31, 1997, and the results of its operations and its cash     
flows for the year then ended, in conformity with generally accepted accounting 
principles.                                                                     

BDO SEIDMAN, LLP                                                                

New York, New York                                                              
December 22, 1998                                                               

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
BALANCE SHEET 
DECEMBER 31, 1997 

                                                        [Enlarge/Download Table]
                                                                                                                
                                               ASSETS                                                           
Current:                                                                                                        
  Accounts receivable, less allowance for doubtful accounts of $10,000.............................. $    2,686 
Property and equipment, net (Note 1)................................................................     21,080 
Other...............................................................................................        774 
                                                                                                     ---------- 
                                                                                                     $   24,540 
                                                                                                     ---------- 
                                                                                                     ---------- 

                               LIABILITIES AND STOCKHOLDER'S DEFICIT                                            
Current liabilities:                                                                                            
  Accounts payable and accrued expenses............................................................. $   46,387 
  Due to stockholder (Note 2).......................................................................     15,860 
                                                                                                     ---------- 
Total current liabilities...........................................................................     62,247 
                                                                                                     ---------- 
Stockholder's deficit:                                                                                          
  Common stock, no par value--shares authorized, issued and outstanding: 100........................ $   80,000 
  Accumulated deficit...............................................................................   (117,707)
                                                                                                     ---------- 
Total stockholder's deficit.........................................................................    (37,707)
                                                                                                     ---------- 
                                                                                                     $   24,540 
                                                                                                     ---------- 
                                                                                                     ---------- 

See accompanying summary of business and significant accounting 
policies and notes to financial statements. 

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
STATEMENT OF OPERATIONS 
YEAR ENDED DECEMBER 31, 1997

                                                        [Enlarge/Download Table]
                                                                                                       
Net sales................................................................................... $ 180,569 
Cost of sales...............................................................................   157,542 
                                                                                             --------- 
     Gross profit...........................................................................    23,027 
                                                                                             --------- 
Operating expenses:                                                                                    
  Selling, general and administrative.......................................................    79,740 
                                                                                             --------- 
Net loss....................................................................................   (56,713)
Accumulated deficit, beginning of year......................................................   (60,994)
                                                                                             --------- 
Accumulated deficit, end of year............................................................ $(117,707)
                                                                                             --------- 
                                                                                             --------- 

See accompanying summary of business and significant accounting 
policies and notes to financial statements. 

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
STATEMENT OF STOCKHOLDERS' DEFICIT
YEAR ENDED DECEMBER 31, 1997

                                                        [Enlarge/Download Table]


                                                                                         ACCUMULATED           
                                                                          CAPITAL STOCK   DEFICIT      TOTAL   
                                                                          -------------  -----------  -------- 
                                                                                                               
Balance, January 1, 1997.................................................    $80,000      $ (60,994)  $ 19,006 
Net loss.................................................................         --        (56,713)   (56,713)
                                                                             -------      ---------   -------- 
Balance, December 31, 1997...............................................    $80,000      $(117,707)  $(37,707)
                                                                             -------      ---------   -------- 
                                                                             -------      ---------   -------- 

See accompanying summary of business and significant accounting 
policies and notes to financial statements. 

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
STATEMENT OF CASH FLOWS 
YEAR ENDED DECEMBER 31, 1997

                                                        [Enlarge/Download Table]
                                                                                                          
Cash flows from operating activities:                                                                     
  Net loss..................................................................................... $ (56,713)
                                                                                                --------- 
  Adjustments to reconcile net loss to net cash used in operating activities:                             
     Depreciation..............................................................................     6,770 
     Allowance for doubtful accounts...........................................................    10,000 
     Change in assets and liabilities:                                                                    
       Increase in:                                                                                       
          Accounts receivable..................................................................   (12,686)
          Other assets.........................................................................      (774)
       Increase in accounts payable and accrued expenses.......................................    31,795 
                                                                                                --------- 
            Total adjustments..................................................................    35,105 
                                                                                                --------- 
            Net cash used in operating activities..............................................   (21,608)
Cash flows from investing activities:                                                                     
  Purchase of equipment........................................................................    (3,850)
Cash flows from financing activities:                                                                     
  Advances received from stockholder...........................................................    20,836 
                                                                                                --------- 
Net decrease in cash...........................................................................    (4,622)
Cash, beginning of year........................................................................     4,622 
                                                                                                --------- 
Cash, end of year.............................................................................. $      -- 
                                                                                                --------- 
                                                                                                --------- 

See accompanying summary of business and significant accounting 
policies and notes to financial statements. 

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES 

BUSINESS                                                                        

Roxy Systems, Inc., D/B/A Magic Carpet (the "Company") is an internet 
service provider that offers "dial-up" Internet access primarily to individual  
subscribers. The Company provides subscribers with direct access to a wide range
of Internet applications and resources, including electronic mail, world wide   
web sites and regional and local information and data services.                 

USE OF ESTIMATES                                                                

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

PROPERTY, EQUIPMENT AND DEPRECIATION                                            

  Equipment is stated at cost. Depreciation is computed over the estimated
useful lives of the assets by the straight-line method for property and         
equipment.                                                                      

REVENUE                                                                         

    Revenue from monthly Internet service are recognized in the month in which
services are provided.                                                          

INCOME TAXES                                                                    

The Company is taxed as an S corporation under the provisions of the  
Internal Revenue Code. The stockholder reports the Company's taxable income or  
loss in his personal income tax return. Accordingly, Federal as well as New York
State income taxes or benefits are not reflected in the financial statements.   

     Deferred taxes are inconsequential as a result of the Company's tax status.

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
NOTES TO FINANCIAL STATEMENTS 

1. PROPERTY AND EQUIPMENT, NET                                                  

   Property and equipment, as presented on the balance sheet, is as follows:

                                                        [Enlarge/Download Table]


                                                                                 DECEMBER 31,
                                                                                    1997     
                                                                                 ------------
                                                                                             
Equipment.......................................................................   $ 31,825  
Furniture and fixtures..........................................................      2,025  
                                                                                   --------  
                                                                                     33,850  
Less: Accumulated depreciation..................................................    (12,770) 
                                                                                   --------  
                                                                                   $ 21,080  
                                                                                   --------  
                                                                                   --------  

2. RELATED PARTY TRANSACTIONS                                                   

  The stockholder of the Company has made advances to the Company totaling
$15,860 at December 31, 1997. These advances were in the form of                
noninterest-bearing notes that are due on demand.                               

 The Company's operations are conducted at the home of a relative of the
stockholder on a month-to-month basis at a rate of $100 per month.              

3. SUBSEQUENT EVENT                                                             

     On October 9, 1998, the Company transferred all assets, trademarks, service
marks, patents, contracts and similar rights to Frontline Communications Corp., 
(the "Purchaser"). Pursuant to the agreement, the Purchaser assumed up to       
$60,348 in past due obligations of the Company. Additionally, a two year        
noncompete agreement was executed by the Company and all stockholders, partners,
owners, officers and directors of the Company, as relating to the ownership,    
operations of, or employment in an Internet service provider or other web       
services company directly competing with purchaser. In consideration thereof,   
the Company received $100,000.                                                  

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]


                                                                                     FOR THE NINE MONTHS   
                                                                                     ENDED SEPTEMBER 30,   
                                                                                    ---------------------- 
                                                                                      1998          1997   
                                                                                    --------      -------- 
                                                                                         (UNAUDITED)       
                                                                                                           
Revenues........................................................................... $192,038      $133,172 
Cost of revenues...................................................................  129,521       124,503 
                                                                                    --------      -------- 
  Gross profit.....................................................................   62,517         8,669 
                                                                                    --------      -------- 
Operating expenses:                                                                                        
  Selling, general and administrative..............................................   73,783        50,078 
                                                                                    --------      -------- 
Net loss........................................................................... $(11,266)     $(41,409)
                                                                                    --------      -------- 
                                                                                    --------      -------- 

See accompanying notes to financial statements. 

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
STATEMENT OF STOCKHOLDERS' DEFICIT
(UNAUDITED) 

                                                        [Enlarge/Download Table]


                                                                             NINE MONTHS ENDED SEPTEMBER 30, 1998   
                                                                           ---------------------------------------- 
                                                                                            ACCUMULATED             
                                                                           CAPITAL STOCK     DEFICIT        TOTAL   
                                                                           -------------    -----------    -------- 
                                                                                                                    
Balance, December 31, 1997................................................    $80,000        $ (70,116)    $  9,884 
Net loss..................................................................          0          (11,266)     (11,266)
Capital contributions.....................................................     10,000                0       10,000 
                                                                              -------        ---------     -------- 
Balance, September 30, 1998...............................................    $90,000        $ (81,382)    $  8,618 
                                                                              -------        ---------     -------- 
                                                                              -------        ---------     -------- 

See accompanying notes to financial statements. 

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                        [Enlarge/Download Table]


                                                                                             NINE MONTH PERIOD   
                                                                                            ENDED SEPTEMBER 30,  
                                                                                            -------------------- 
                                                                                              1998        1997   
                                                                                            --------    -------- 
                                                                                                (UNAUDITED)      

                                                                                                                 
Cash flow from operating activities:                                                                             

  Net loss................................................................................. $(11,266)   $(41,409)

     Adjustments to reconcile net loss to net cash used by operating activities:                                 

       Depreciation and amortization.......................................................   16,225           0 

       Officer salary contributed to capital...............................................   10,000     (12,062)

     Changes in assets and liabilities:                                                                          

       Accounts receivable.................................................................  (17,569)     (6,953)

       Other assets........................................................................   10,174        (124)

       Accounts payable and accrued expenses...............................................   29,300      62,965 
                                                                                            --------    -------- 

Net cash provided by operating activities..................................................   36,864       2,417 
                                                                                            --------    -------- 

Cash flows from investing activities:                                                                            

  Acquisition of equipment.................................................................  (16,743)     (3,788)
                                                                                            --------    -------- 

Cash flows from financing activities:                                                                            

  Repayments of stockholder and bank loans.................................................  (15,860)     (3,024)
                                                                                            --------    -------- 

Net increase (decrease) in cash and cash equivalents.......................................    4,261      (4,395)

Cash, beginning of period..................................................................        0       4,622 
                                                                                            --------    -------- 

Cash, end of period........................................................................ $  4,261    $    227 
                                                                                            --------    -------- 
                                                                                            --------    -------- 

See accompanying notes to financial statements

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ROXY SYSTEMS, INC., D/B/A MAGIC CARPET
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

1. BASIS OF PRESENTATION                                                        

The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim financial  
information. Accordingly, they do not include all the information and footnotes 
required by generally accepted accounting principles for complete financial     
statements.                                                                     

In the opinion of management, the accompanying unaudited financial    
statements include all adjustments, consisting of normal recurring accruals,    
considered necessary for the fair presentation of the results for interim       
periods. Operating results for the nine months ended September 30, 1998 are not 
necessarily indicative of the results to be expected for the full year ending   
December 31, 1998.                                                              

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JOSEPH J. REPKO 
435 N. STATE ROAD 
SPRINGFIELD, PENNSYLVANIA 19064 
(610) 328-9551
FAX: (610) 328-5589 

INDEPENDENT AUDITOR'S REPORT

The Board of Directors and Shareholders                                         
U.S. Online, Inc.                                                               
Mount Laurel, NJ 08054                                                          

I have audited the accompanying balance sheet of U.S. Online, Inc. as of        
December 31, 1997 and the related statement of operations, shareholders equity, 
and cash flows for the period then ended. These financial statements are the    
responsibility of the Company's management. My responsibility is to express an  
opinion on these financial statements based on my audit.                        

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of U.S. Online, Inc. as of            
December 31, 1997, and the results of its operations and its cash flows for the 
year then ended in conformity with generally accepted accounting principles.    

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. As shown in the financial statements, 
the company incurred a substantial net loss of $1,310,142 for 1997. At          
December 31, 1997, current liabilities exceeded current assets by $1,399,853 and
total liabilities exceed total assets by $1,036,621. These factors, and others  
discussed in Note 18 specifically the bankruptcy filings under Chapter 11 and   
then conversion to Chapter 7, liquidation, indicates that the company will not  
continue to exist. The financial statements do not include any adjustments      
relating to the recoverability and classification of recorded assets, or the    
amounts and classification of liabilities that will be necessary in the         
circumstances.                                                                  

January 6, 1999                                                                 

Joseph J. Repko, C.P.A                                                          

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U.S. ONLINE, INC. 
COMBINED BALANCE SHEET
DECEMBER 31, 1997 

                                                        [Enlarge/Download Table]
                                                                                                             
                                            ASSETS                                                           
Current assets:                                                                                              
  Cash and cash equivalents....................................................................  $     6,573 
  Accounts receivable:                                                                                       
     Franchise.................................................................................       34,000 
     Customers.................................................................................       19,783 
  Due from shareholders........................................................................        4,800 
  Due from franchise owners....................................................................       34,610 
                                                                                                 ----------- 
          Total current assets.................................................................       99,766 

Fixed assets--at cost..........................................................................      709,319 
  Less accumulated depreciation and amortization...............................................      187,550 
                                                                                                 ----------- 
                                                                                                     521,769 
Other assets:                                                                                                
  Deposits.....................................................................................       13,647 
  Organization costs--net......................................................................       12,500 
                                                                                                 ----------- 
                                                                                                      26,147 
                                                                                                 ----------- 
          Total Assets.........................................................................  $   647,682 
                                                                                                 ----------- 
                                                                                                 ----------- 
                             LIABILITIES AND SHAREHOLDERS' EQUITY                                            
Current liabilities:                                                                                         
  Current portion of capital lease obligations.................................................  $   169,512 
  Accounts payable and accrued expenses........................................................      714,050 
  Franchise deposits...........................................................................      485,030 
  Sales tax payable............................................................................        3,852 
  Deferred revenue.............................................................................       47,175 
                                                                                                 ----------- 
          Total current liabilities............................................................  $ 1,419,619 
Capital lease obligations, net of current portion..............................................      264,684 
                                                                                                 ----------- 
          Total liabilities....................................................................    1,684,303 
                                                                                                 ----------- 

Shareholders' equity:                                                                                        
  Common stock--authorized 200,000,000 shares par value $.002, issued and outstanding 9,936,000              
     shares....................................................................................       19,871 
Additional paid in capital.....................................................................      756,076 
Accumulated deficit............................................................................   (1,812,568)
                                                                                                 ----------- 
          Total shareholders' equity...........................................................   (1,036,621)
                                                                                                 ----------- 
          Total liabilities and shareholders equity............................................  $   647,682 
                                                                                                 ----------- 
                                                                                                 ----------- 

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U.S. ONLINE, INC. 
COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997

                                                        [Enlarge/Download Table]
                                                                                                                
Operating revenue.................................................................................. $   610,564 
Cost of revenue....................................................................................   1,119,580 
                                                                                                    ----------- 
       Gross profit................................................................................    (509,016)
Operating expenses.................................................................................     692,789 
                                                                                                    ----------- 
       Operating loss..............................................................................  (1,201,805)
Other income (expense)                                                                                          
  Depreciation.....................................................................................    (148,494)
  Interest expense.................................................................................     (70,347)
  Interest income..................................................................................      13,143 
  Debt forgiveness income..........................................................................      97,361 
                                                                                                    ----------- 
       Net loss....................................................................................  (1,310,142)
                                                                                                    ----------- 
                                                                                                    ----------- 
Net loss per share of common stock................................................................. $      (.21)
                                                                                                    ----------- 
                                                                                                    ----------- 
Weighted average shares outstanding................................................................   6,260,319 
                                                                                                    ----------- 
                                                                                                    ----------- 

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U.S. ONLINE, INC
COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 
YEAR ENDED DECEMBER 31, 1997

                                                        [Enlarge/Download Table]


                                                                          CAPITAL                     TOTAL    
                                                     COMMON STOCK           IN                       SHARE-    
                                                 ---------------------   EXCESS OF   ACCUMULATED    HOLDERS'   
                                                   SHARES      AMOUNT    PAR VALUE     DEFICIT       EQUITY    
                                                 ----------    -------   ---------   -----------   ----------- 
                                                                                                               
Balance, January 1, 1997.......................     875,000    $ 1,750   $  27,858   $   (44,483)  $   (14,875)
Issuance of common stock in January 1997 to                                                                    
  Venture Quest Shareholders for cancellation                                                                  
  of debt......................................      55,000        110      12,190                      12,300 
Issuance of common stock in January 1997 to                                                                    
  Venture Quest Shareholders for investment                                                                    
  return under the Rule 419 offering...........     362,500        725                                     725 
Issuance of common stock in January 1997 to                                                                    
  Venture Quest Shareholders for service to be                                                                 
  rendered.....................................       7,500         15                                      15 
U.S. Online, Inc. prior to merger..............   6,400,000      6,400     449,400      (457,943)       (2,143)
Issuance of common stock to investors in                                                                       
  private placement prior to merger in June                                                                    
  1997 U.S. Online.............................      17,333         17      12,982                      12,999 
Exchange of U.S. Online Stock..................  (6,417,333)    (6,417)      6,417                             
Issuance of common stock to U.S. Online, Inc.                                                                  
  shareholders in a 1:1 exchange...............   6,417,333     12,834     (12,834)                            
Issuance of common stock to Investors in a                                                                     
  private placement on July 19, 1997 at $.75                                                                   
  per share....................................      19,667         39      14,711                      14,750 
Issuance of common stock to Investors in a                                                                     
  private placement on October 29, 1997 at $.25                                                                
  per share....................................     199,000        398      49,352                      49,750 
Issuance of common stock to Investors in a                                                                     
  private placement on October 29, 1997 at $.10                                                                
  per share....................................   2,000,000      4,000     196,000                     200,000 
Net loss for the year ended December 31,                                                                       
  1997.........................................                                       (1,310,142)   (1,310,142)
                                                 ----------    -------   ---------   -----------   ----------- 
Balance........................................   9,936,000    $19,871   $ 756,076   $(1,812,568)  $(1,036,621)
                                                 ----------    -------   ---------   -----------   ----------- 
                                                 ----------    -------   ---------   -----------   ----------- 

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U.S. ONLINE, INC
COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997

                                                        [Enlarge/Download Table]
                                                                                                                
Cash flows from operating activities:                                                                           
  Net loss......................................................................................... $(1,310,142)
Adjustments to reconcile net (loss) to net                                                                      
  cash provided by operating activities:                                                                        
     Depreciation and amortization.................................................................     154,081 
     Changes in assets and liabilities:                                                                         
       Increase in accounts receivable.............................................................     (12,143)
       Decrease in due from Franchise Pop's........................................................      63,500 
       Increase in due from franchise owners.......................................................     (34,610)
       Increase in accounts payable and accrued expenses...........................................     589,151 

       Increase in franchise deposits..............................................................      88,030 
       Increase in deferred revenue................................................................      47,175 
       Increase in sales tax payable...............................................................       3,852 
                                                                                                    ----------- 
       Increase in security deposits...............................................................      (8,459)
                                                                                                    ----------- 
          Net cash used in operating activities....................................................    (419,565)
                                                                                                    ----------- 

Cash flows from investing activities:                                                                           
     Additions to property and equipment...........................................................      99,111 
     Payment for organizational costs..............................................................     (14,750)
                                                                                                    ----------- 
          Net cash used in investing activities....................................................    (113,861)
                                                                                                    ----------- 
Cash flows from financing activities:                                                                           
     Repayment of principle under capital lease obligations........................................    (189,550)
     Issuance of common stock in a private placement...............................................     264,500 
                                                                                                    ----------- 
          Net cash provided by financing activities................................................      74,950 
                                                                                                    ----------- 
          Net decrease in cash.....................................................................    (458,476)
Cash and cash equivalents--beginning of year.......................................................     465,049 
                                                                                                    ----------- 
Cash and cash equivalents--ending of year.......................................................... $     6,573 
                                                                                                    ----------- 
                                                                                                    ----------- 

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 

NOTE 1--SUMMARY OF ACCOUNTING POLICIES                                          

Summary of Significant Accounting Policies                                  

This summary of significant accounting policies of U.S. Online, Inc.  
(formerly Venture Quest, Inc.) "the Company" is presented to assist in          
understanding the Company's financial statements. The financial statements and  
notes are representations of the Company's management who is responsible for    
their integrity and objectivity.                                                

Nature of Operations                                                        

U.S. Online, Inc. (formerly Venture Quest, Inc.) "the Company", was   
organized under the laws of New York on July 18, 1989, and is engaged in the    
business of providing computer internet access service and point of sale        
internet franchise sales to customers primarily in the Eastern Region of the    
United States.                                                                  

Basis of Combination                                                        

The combined financial statements include the accounts of U.S. Online,
Inc., a Pennsylvania Corporation and Venture Quest, Inc., a New York            
Corporation. All significant intercompany accounts and transactions have been   
eliminated in the combination.                                                  

Fixed Assets                                                                

Fixed assets are stated at cost. Depreciation is provided for by the  
straight-line and accelerated methods over the estimated useful lives of the    
assets. Organization costs are amortized on a straight-line basis over a period 
of five years.                                                                  

Income Taxes                                                                

   Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due. The Company had a  
net loss of $1,310,410 at December 31, 1997 and accordingly no provision for    
income taxes is necessary. The Company has loss carry forward that may be offset
against future federal income taxes expiring 2112.                              

Use of Estimates                                                            

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

Repairs and Maintenance                                                     

Expenditures for repairs, maintenance, and minor renewals are charged 
against income as incurred and expenditures for major renewals and betterments  
are capitalized and amortized over five years. The cost and accumulated         
depreciation of assets sold or retired are removed from the respective accounts 
with any gain or loss on disposal reflected in income.                          

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 

DECEMBER 31, 1997 

NOTE 1--SUMMARY OF ACCOUNTING POLICIES--(CONTINUED)                             

Cash and Cash Equivalents                                                   

   The Company considers cash equivalents to be those short-term investments
maturing within three months of the balance sheet date.                         

Loss per Share                                                              

 The loss per share is based on the weighted average number of shares of
common stock outstanding during the year.                                       

Fair Value of Financial Instruments                                         

  The note due from shareholders is based on the terms at which those same
loans would be made currently and approximate their fair value. At December 31, 
1997, the carrying value of the assets were $647,682 which equates their fair   
value. The carrying value of the capital lease obligations was $434,196 and are 
reflective of borrowing rates currently available to the Company.               

Deferred Revenue                                                            

     Deferred revenue represents prepayment of customer accounts for services to
be rendered. These revenues are amortized over the number of months in the      
period.                                                                         

NOTE 2--CONCENTRATION OF CREDIT RISK                                            

The Company has a potential concentration of credit risk consisting   
primarily of temporary cash deposits and trade accounts receivable.             
Concentrations of credit with respect to trade receivables are limited due to   
the large number of customers comprising the Company's customer base and their  
dispersion across different geographic locations.                               

NOTE 3--FIXED ASSETS                                                            

Major classifications of property and equipment are summarized below: 

                                                        [Enlarge/Download Table]


                                                                                 DEC. 31, 1997
                                                                                 -------------
                                                                                              
Computer equipment and software.................................................   $ 666,784  
Furniture and Fixtures..........................................................      41,100  
Leasehold improvements..........................................................       1,435  
                                                                                   ---------  
                                                                                   $ 709,319  
                                                                                   ---------  
                                                                                   ---------  

NOTE 4--RELATED PARTY TRANSACTIONS                                              

Balance Sheet Items                                                         

Long Term Debt                                                              

    U.S. Online, Inc. had incurred a related party obligation to a company for
expenses paid on the Company's behalf. Such expenses included: payroll,         
advertising, rent and other operating expenses advanced since inception. At     
December 31, 1996, the net advanced costs were $242,945 and were included on the
balance sheet financial statement as long-term debt related party.              

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 

DECEMBER 31, 1997 

NOTE 4--RELATED PARTY TRANSACTIONS--(CONTINUED)                                 

Retirement of Long Term Debt                                                

     On April 7, 1997, the Board of Directors voted to exchange $200,000 of long
term debt to a related party for POP (Point of Presence) deposits. The value of 
the deposits are estimated at a fair market value established by the Board of   
Directors. The deposits are to be converted later to franchises. Under such     
agreement, the franchises will be located in the following territories:         
Manhattan, NY, Edison, NJ, Eatontown, NJ and Morristown, NJ.                    

   On August 3, 1997, the Board of Directors voted to exchange the remaining
$40,000 demand note to a related party for POP (Point of Presence) deposits. The
value of the deposits were issued at an estimated discount of between 28% and   
38% established by the Board of Directors. The deposits are to be converted     
later to franchises. Under such agreement, the franchises will be located in the
following territories: Nassau County, Long Island New York, Southern Westchester
County, New York and Vineland, New Jersey.                                      

Advances                                                                    

     Related parties had advanced expenses including payroll, advertising, rent,
equipment and other expenses since inception. The amounts outstanding at        
December 31, 1996 was $94,416 and were included in the financial statement as   
advances from related parties.                                                  

Forgiveness of Debt (Advances)                                              

On April 7, 1997, management reached an agreement with the related    
companies concerning the advances. The related companies agreed to forgive the  
advances in the amount of $97,661 of which $94,416 was listed as related party  
advances on the balance sheet at December 31, 1996.                             

Operating Sub-Lease                                                         

    The Company maintains a related party obligation on several non cancelable
operating sub-leases from a Company controlled by an executive officer of the   
Company and a principle shareholder. The master leases from which the sub-leases
are derived from are guaranteed by the principles of the affiliated Company. The
details of these related party leases are as follows:                           

Facility rentals, monthly payments of $2,972, with certain operating  
expenses and amortized costs, expiring May 1998.                                

Telephone system, monthly payments of $361, expiring March 1998.      

Security system, monthly payments of $355, expiring May 2000.         

  Computer equipment, monthly payments of $979, on various leases expiring
December 1999.                                                                  

NOTE 5--CAPITAL LEASE OBLIGATIONS                                               

  The Company has purchased certain computer equipment and furniture under
capital lease obligations expiring through 2001. Accordingly, SFAS 13 requires  
that the asset be capitalized and depreciated and the related lease obligations 
be recorded at the present value of the future minimum lease payments and       
interest imputed. Some of the lease obligations are secured by the corresponding
assets, guaranteed by a related party                                           

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 

DECEMBER 31, 1997 

NOTE 5--CAPITAL LEASE OBLIGATIONS--(CONTINUED)                                  

Company and personal guarantees by the executive officers and a principal       
shareholder of the Company. Future minimum lease obligations at December 31,    
1997 for capital lease obligations were as follows:                             

                                                        [Enlarge/Download Table]


                                                                                            MINIMUM                
                                                                                            MONTHLY     GROSS LEASE
                                                                                           OBLIGATION   OBLIGATIONS
                                                                                           -----------  -----------
                                                                                                                   
Capital lease obligation for modem pools, including interest of 12 5/8%, expires August                            
  2001...................................................................................    $   621     $  27,324 
Capital lease obligation for modem pools, including interest of 18 3/8%, expires December                          
  2000...................................................................................        539        19,404 
Capital lease obligation for computer network, including interest of 20 11/16%, expires                            
  April 1998.............................................................................        101           404 
Capital lease obligation for computer server, including interest of 19.2%, expires                                 
  September 1999.........................................................................        468         9,828 
Capital lease obligation for computer web space, including interest of 22.8%, expires                              
  March 1999.............................................................................        520         7,800 
Capital lease obligation for computer equipment, including interest of 23 7/16%, expires                           
  March 1999.............................................................................        414         6,210 
Capital lease obligation for computer equipment, including interest of 86 1/8%, expires                            
  February 1999..........................................................................        259         3,626 
Capital lease obligation for office furniture, including interest of 19 15/16%, expires                            
  January 2001...........................................................................        416        15,392 
Capital lease obligation for computer equipment including interest of 13.41%, expires                              
  June 2001..............................................................................      5,189       217,938 
Capital lease obligation for furniture, including interest of 29.47%, expires April                                
  1999...................................................................................      1,199        19,184 
Capital lease obligation for computer network bundle, including interest of 5.93%,                                 
  expires May 2000.......................................................................        141         4,089 
Capital lease obligation for furniture, including interest of 29.9%, expires April 2000..        163         4,564 
Capital lease obligation for copier machine, including interest of 21.05%, expires May                             
  2002...................................................................................        175         9,275 
Capital lease obligation for modem pool equipment, including interest of 25.3%, expires                            
  April 2000.............................................................................        196         5,488 
Capital lease obligation for computer equipment including interest of 11.91%, expires May                          
  2001...................................................................................        640        26,240 
Capital lease obligation for modem bundles including interest of 9.47%, expires August                             
  1999...................................................................................      6,052       121,040 
Capital lease obligation for monitors, keyboards & routers including interest of 11.91%,                           
  expires September 2000.................................................................        235         7,755 
Capital lease obligation for scanners and printers including interest of 18.05%, expires                           
  September 2000.........................................................................        186         6,138 
Capital lease obligation for racks and cards including interest of 14.0%, expires                                  
  September 2000.........................................................................        134         4,422 
Capital lease obligation for net frames and processors including interest of 15.49%,                               
  expires December 2000..................................................................        184         6,624 
Capital lease obligation for tiget switch and ports including interest of 12.8%, expires                           
  August 2000............................................................................        163         5,216 
Capital lease obligation for master switch and conv. rack including interest of 12.81%,                            
  expires December 2000..................................................................        335        12,060 
                                                                                             -------     --------- 
Future minimum lease payments............................................................    $18,330     $ 540,021 
                                                                                             -------     --------- 
                                                                                             -------     --------- 

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 

DECEMBER 31, 1997 

NOTE 5--CAPITAL LEASE OBLIGATIONS--(CONTINUED)                                  

Annual maturities are as follows:                                     

                                                        [Enlarge/Download Table]
                                                                                            
1998............................................................................. $ 219,152 
1999.............................................................................   172,548 
2000.............................................................................   105,628 
2001.............................................................................    41,818 
Thereafter.......................................................................       875 
                                                                                  --------- 
                                                                                  $ 540,021 
Less amounts representing interest...............................................  (108,554)
                                                                                  --------- 
Present value of minimum lease payments.......................................... $ 431,467 
Less current portion.............................................................   169,512 
                                                                                  --------- 
Capital lease obligation, net of current portion................................. $ 261,955 
                                                                                  --------- 
                                                                                  --------- 

NOTE 6--LEASES                                                                  

    The Company maintains a related party obligation on several non cancelable
operating sub-leases from a Company controlled by an executive officer of the   
Company and a principle shareholder. The master leases from which the sub-leases
are derived from are guaranteed by the principles of the affiliated Company. The
details of these related party leases are as follows:                           

Facility rentals, monthly payments of $2,972, with certain operating  
expenses and amortized costs, expiring May 1998.                                

Telephone system, monthly payments of $361, expiring March 1998.      

Security System, monthly payments of $355, expiring May 2000.         

  Computer equipment, monthly payments of $979, on various leases expiring
December 1999.                                                                  

 Future minimum rentals under all non cancelable operating leases are as
follows:                                                                        

                                                        [Enlarge/Download Table]


YEAR ENDING DECEMBER 31,                                                                    
-----------------------------------------------------------------------------------         
                                                                                            
          1998.....................................................................  $23,235
          1999.....................................................................   15,409
          2000.....................................................................    1,225
                                                                                     -------
                                                                                     $39,869
                                                                                     -------
                                                                                     -------

On August 3, 1997, the Board of Directors voted to exchange $60,000 of
related party rents, or five months of payments where the equivalent is $60,000,
for POP (Point of Presence) deposits. The value of the deposits were issued at  
an estimated discount of between 28% and 38% as established by the Board of     
Directors. The deposits are to be converted later to franchises. Under such     
agreement, the franchises will be located in the following territories: Nassau  
County, Long Island New York, Southern Westchester County, New York and         
Vineland, New Jersey. (See Retirement of Long Term Debt footnote above)         

NOTE 7--AGREEMENT, MERGER AND CORPORATE NAME CHANGE                             

 On May 7, 1997, U.S. Online, Inc., a Pennsylvania Corporation, signed a
merger agreement with Venture Quest, Inc., a New York corporation. One share of 
the Company's common stock was exchanged for one share of Venture Quest, Inc.   
common stock with Venture Quest, Inc. being the surviving corporation. The      
exchange is intended to qualify as a tax-free transaction under Section 351 of  
the Internal Revenue Code.                                                      

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 

DECEMBER 31, 1997 

NOTE 7--AGREEMENT, MERGER AND CORPORATE NAME CHANGE--(CONTINUED)                

Venture Quest, Inc. has elected to adopt the U.S. Online, Inc. name effective   
the date of the merger which was June 26, 1997.                                 

NOTE 8--OMNIBUS AND SENIOR EMPLOYEE STOCK OPTION PLAN                           

   On December 11, 1997, the Company voted to authorize 10,000,000 shares of
common stock for an employee stock option plan. The term of the plan will be    
10 years. The Company issued 864,000 shares to certain executives of the Company
with various employment restrictions and an exercise price of $.25.             

NOTE 9--EQUITY FINANCING, CAPITAL STOCK AND WARRANT PURCHASE SHARES             

     On June 19, 1997 the Board of Directors voted for the Company to offer on a
"best efforts basis", under Regulation A, 133,334 shares of common stock at a   
price of $.75 per share. The offering closed with 19,667 shares being issued and
raised $14,750.                                                                 

   On October 29, 1997 the Board of Directors voted for the Company to offer
on a "best efforts basis", under Regulation A, 400,000 shares of common stock at
a price of $.25 per share. The offering closed with 199,000 shares being issued 
and raised $49,750.                                                             

   On October 29, 1997 the Board of Directors voted for the Company to offer
on a "best efforts basis", under Regulation A, 2,000,000 shares of common stock 
at a price of $.10 per share with a minimum purchase of five thousand dollars   
($5,000) during the third and fourth quarters of 1997. The offering closed on   
October 29, 1997 with the maximum shares being issued and raised $200,000.      

     On July 18, 1997, the Board of Directors voted to issue to all shareholders
of record as of July 18, 1997 a Class A Common Stock Purchase Warrant with an   
exercise price of $2.00 per share and a maturity of two years from issuance.    

On October 31, 1997, the Board of Directors voted to issue to all     
shareholders of record a Class B Common Stock Purchase Warrant, whereby the     
shareholder of record could exercise the warrant shares at an exercise price of 
four dollars ($4.00) per share on a one for one basis and a maturity of one year
from date of issuance.                                                          

NOTE 10--NONMONETARY TRANSACTION                                                

  Capital lease obligations were incurred for the purchase of equipment in
the amount of $428,640.                                                         

NOTE 11--FRANCHISE                                                              

The Company intends to sell Point of Presence territorial rights and  
equipment under franchising arrangements. These rights granted under the        
franchise will allow the franchise to exclusively market services provided by   
the Company throughout a particular geographic region.                          

NOTE 12--RETIREMENT OF LONG-TERM DEBT AND NONMONETARY TRANSACTIONS              

  On April 7, 1997 and August 3, 1997 respectively, the Board of Directors
voted to exchange $242,000 of long term debt to a related party for POP (Point  
of Presence) deposits. The value of the April 7, 1997 deposits are at a fair    
market value and the August 3, 1997 deposits were issued at a discount as       
established by the Board of Directors.                                          

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 

DECEMBER 31, 1997 

NOTE 13--FOREGIVENESS OF DEBT AND NONMONETARY TRANSACTIONS                      

  On April 7, 1997 and August 3, 1997 respectively, the Company reached an
agreement with the related companies concerning outstanding debt. The related   
companies agreed to forgive debt in the following amounts which are listed as   
related party advances on the balance sheet at December 31, 1996.               

NOTE 14--COMBINED FINANCIAL STATEMENTS                                          

    Included in the financial statements at December 31, 1997 is the following
proforma balance sheet and income statement activity of Venture Quest, Inc, the 
former development stage company.                                               

VENTURE QUEST, INC. 
BALANCE SHEET 
DECEMBER 31, 1997 

                                                                [Download Table]
                                                       
                  ASSETS                               
Cash.......................................   $    222 
Loan Receivable Officers...................      1,170 
                                              -------- 
                                              $  1,392 
                                              -------- 
                                              -------- 
   LIABILITIES AND SHAREHOLDER'S EQUITY                
Loan Payable Officer.......................   $ 12,300 
Loan Payable Affiliate.....................      2,000 
                                              -------- 
                                                14,300 
Common Stock...............................      1,750 
Additional Paid In Capital.................     27,858 
Retained Earnings..........................    (42,516)
                                              -------- 
                                              $(12,908)
                                              -------- 
                                              $  1,392 
                                              -------- 
                                              -------- 

                 VENTURE QUEST, INC.                   
               STATEMENT OF OPERATIONS                 
                      YEAR ENDED                       
                  DECEMBER 31, 1997                    
Sales......................................   $     -- 
Bank Fees..................................         57 
Professional Fees..........................     (3,000)
Taxes......................................        976 
                                              -------- 
Net Income.................................   $  1,967 
                                              -------- 
                                              -------- 
Retained Earnings                                      
  Beginning................................   $(44,483)
                                              -------- 
Retained Earnings                                      
  Ending...................................   $(42,516)
                                              -------- 
                                              -------- 

NOTE 15--FRANCHISE DEPOSITS                                                     

   The Company has received certain deposits in the amount of $344,500 which
is reflected as franchise deposit liabilities at December 31, 1997. Upon        
completion of the Uniform Franchise Offering Circular and the specific          
performance and obligations of the Company to install these franchise           
points-of-presence (POP) the Company will recognize such amounts as revenue.    

NOTE 16--REALIZATION OF ASSETS AND GOING CONCERN                                

   As shown in the accompanying financial statements, the Company incurred a
net loss of $1,310,142 during the year ended December 31, 1997, and as of that  
date, the Company's current liabilities exceeded its current assets by          
$1,319,853 and its total liabilities exceeded its total assets by $1,036,621.   
These factors create an uncertainty as to the Company's ability to continue as a
going concern. The Company has developed a plan to reduce its liabilities       
through the sale of assets (POP franchises) and/or a possible third party       
financing. The ability of the Company to continue as a going concern is         
dependent upon the success of the plan. The financial statements do not include 
any adjustments that might be necessary should the Company be unable to continue
as a going concern.                                                             

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 

DECEMBER 31, 1997 

NOTE 17--COMMITMENTS                                                            

 On June 5, 1997 the Board of Directors agreed to issue 50,000 shares of
common stock to the Company's internal legal council in exchange for services.  

    On February 4, 1997 the Board of Directors agreed to issue 3,333 shares of
common stock to the Company's franchise legal council in exchange for services. 

  On December 11, 1997, the Company voted to issue the Company's Principal
Executive Officer 500,000 shares under the Senior Stock Option Plan and a       
maximum compensation package of $125,000 annually inclusive of the stock        
options. In addition, this employment contract would require certain performance
results.                                                                        

NOTE 18--SUBSEQUENT EVENTS                                                      

Issuance of Convertible Subordinated Debentures.                            

  The Board of Directors voted on September 16, 1997 to issue and register
with the securities and exchange commission under Regulation A, 300,000 shares  
of 9% subordinated convertible debentures with a floating exercise price at a   
20% discount to the average closing bid price 15 days prior to conversion and a 
five year maturity. Under the Securities Purchase Agreement dated May 6, 1998,  
the Company raised $300,000 by issuing these subordinated debentures and entered
into an Intercreditor Agreement with the Note Holders.                          

Bankruptcy Filings (Chapter 11)                                             

    On August 25, 1998 the Company filed a voluntary petition under Chapter 11
of the United States Bankruptcy Code with the United states Bankruptcy Court for
the District of New Jersey. At the time of the filing, the Company represented  
that the going concern of the business exceeded its liquidation value.          

Sale of Assets under Chapter 11                                             

    On or about October 23, 1998, the Company and the United States Bankruptcy
Court entered into an agreement with a competitor to sell substantially all of  
its corporate assets for $566,000, including $161,000 paid to satisfy certain   
executory contracts, eleven point of presence locations and all equipment       
located at the Mount Laurel headquarters of the Company.                        

Litigation and Objections to Motions under Chapter 11 protection            

Certain motions of protest were filed against the Company and its     
principles for the sale of the Company's assets. In addition, an injunctive     
relief and compensatory and punitive damages attributable to breach of common   
law fiduciary duties as shareholders and other improper actions are being sought
by certain Point of Presence owners.                                            

Bankruptcy Motion of Conversion from Chapter 11 to Chapter 7.               

 On December 21, 1998, the United States Trustee motioned to convert the
Chapter 11 petition to Chapter 7 liquidation proceedings. A United States       
Trustee was appointed to liquidate the affairs of the Company based on the      
debtors inability to: provide certain required documentation and schedules, to  
effectuate a plan of reorganization, to pay quarterly fees due to the United    
States Trustee and other supporting facts as stated in the December 21, 1998    
Motion.                                                                         

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U.S. ONLINE, INC. 
COMBINED NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 

DECEMBER 31, 1997 

NOTE 18--SUBSEQUENT EVENTS--(CONTINUED)                                         

Liquidation Value of the Company                                            

On December 21, 1998, the Company converted the Chapter 11 petition to
Chapter 7 liquidation proceedings. Effective with the decision to liquidate the 
carrying amounts of assets and liabilities were adjusted from their historical  
basis to the amounts of cash expected from their realization and settlement.    

                                                                [Download Table]


                                                                ESTIMATED 
                                                               LIQUIDATION
                                                                  VALUE   
                                                               -----------
                                                                          
Cash........................................................   $       100
Accounts Receivable.........................................        10,000
Escrowed Funds..............................................       338,300
Other Assets................................................           800
                                                               -----------
     Total Assets...........................................       349,200
Accounts Payable                                                          
  (Claims Filed $1,800,000)                                               
  Claims Liquidated.........................................       349,200
                                                               -----------
                                                               $        --
                                                               -----------
                                                               -----------

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U.S. ONLINE, INC. 
SUPPLEMENTAL INFORMATION
COMBINED COST OF REVENUE
YEAR ENDED DECEMBER 31, 1997

                                                        [Enlarge/Download Table]
                                                                                                                 
Advertising......................................................................................... $    539,164
Agent's commissions.................................................................................       33,691
Credit card settlement fees.........................................................................       18,154
Electrical expense..................................................................................       15,184
Telecommunication charges...........................................................................      513,387
                                                                                                     ------------
                                                                                                     $  1,119,580
                                                                                                     ------------
                                                                                                     ------------

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U.S. ONLINE, INC
SUPPLEMENTAL INFORMATION
COMBINED OPERATING EXPENSES 
YEAR ENDED DECEMBER 31, 1997

                                                        [Enlarge/Download Table]
                                                                                                                 
Salaries office....................................................................................... $  269,083
Payroll tax expense...................................................................................     31,918
Bank charges..........................................................................................     15,734
Casual labor..........................................................................................     17,358
Charity...............................................................................................      1,800
Computer supplies and software........................................................................     13,837
Dues and subscriptions................................................................................      1,468
Entertainment.........................................................................................      5,818
Fuel and oil..........................................................................................      5,895
Insurance.............................................................................................      4,855
Lease--telephone system...............................................................................      3,972
Office expenses and printing..........................................................................     25,101
Postage...............................................................................................     47,292
Professional fees.....................................................................................     41,444
Rent--office..........................................................................................     43,931
Rent--computer room...................................................................................        589
Rental equipment......................................................................................      7,344
Repairs and maintenance...............................................................................      7,408
Security system lease.................................................................................      4,258
Taxes Other...........................................................................................      2,193
Technical manuals.....................................................................................      2,421
Telephone.............................................................................................    126,423
Utilities.............................................................................................     12,647
                                                                                                       ----------
                                                                                                       $  692,789
                                                                                                       ----------
                                                                                                       ----------

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JOSEPH J. REPKO 
CERTIFIED PUBLIC ACCOUNTANT 
453 N. STATE ROAD 
SPRINGFIELD, PENNSYLVANIA 19064 
(610) 328-9551

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders                                             
U.S. Online, Inc.                                                               
Mt. Laurel, New Jersey                                                          

I have audited the accompanying balance sheet of U.S. Online, Inc. as of        
December 31, 1996, and the related statements of operations, stockholders'      
equity and cash flows for the year then ended. These financial statements are   
the responsibility of the Company's management. My responsibility is to express 
an opinion on these financial statements based on my audit.                     

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of U.S. Online, Inc. as of            
December 31, 1996, and the results of its operations, stockholders' equity and  
its cash flows for the year then ended, in conformity with generally accepted   
accounting principles.                                                          

                        JOSEPH J. REPKO, CPA

February 8, 1997                                                                

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U.S. ONLINE, INC. 
BALANCE SHEET 
DECEMBER 31, 1996 

                                                        [Enlarge/Download Table]
                                                                                                                
                                               ASSETS                                                           
Current assets:                                                                                                 
  Cash and cash equivalents.......................................................................... $ 459,336 
  Accounts receivable:                                                                                          
     Franchise.......................................................................................    97,500 
     Customers.......................................................................................     7,640 
  Due from shareholders..............................................................................     4,800 
                                                                                                      --------- 
Total current assets.................................................................................   569,276 
Fixed assets--at cost................................................................................   181,568 
  Less accumulated depreciation and amortization.....................................................    35,719 
                                                                                                      --------- 
                                                                                                        145,849 
Other assets.........................................................................................     5,188 
                                                                                                      --------- 
     Total assets.................................................................................... $ 720,313 
                                                                                                      --------- 
                                                                                                      --------- 

                                LIABILITIES AND SHAREHOLDERS' EQUITY                                            
Current liabilities:                                                                                            
  Advances from related parties...................................................................... $  94,416 
  Current portion of capital lease obligations.......................................................    38,993 
  Current portion of long term debt--related party...................................................    33,320 
  Accounts payable and accrued expenses..............................................................   124,899 
  Accrued interest--related party....................................................................    10,932 
  Franchise deposits.................................................................................   157,000 
                                                                                                      --------- 
     Total current liabilities.......................................................................   459,560 
Long term debt, net of current portion--related party................................................   209,625 
Capital lease obligations, net of current portion....................................................    53,271 
                                                                                                      --------- 
     Total liabilities...............................................................................   722,456 

Shareholders' equity:                                                                                           
  Additional paid in capital.........................................................................   449,400 
  Common stock--authorized 10,000,000 shares par value $.001,                                                   
     issued and outstanding 6,400,000 shares.........................................................     6,400 
  Accumulated deficit................................................................................  (457,943)
                                                                                                      --------- 
     Total shareholders' equity......................................................................    (2,143)
                                                                                                      --------- 
Total liabilities and shareholders equity............................................................ $ 720,313 
                                                                                                      --------- 
                                                                                                      --------- 

See accountant's audit report and notes to financial statements.

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U.S. ONLINE, INC. 
STATEMENT OF OPERATIONS 
YEAR ENDED DECEMBER 31, 1996

                                                        [Enlarge/Download Table]
                                                                                                                
Operating revenue................................................................................... $  143,890 
Cost of revenue.....................................................................................    161,823 
                                                                                                     ---------- 
  Gross profit......................................................................................    (17,933)
Operating expenses..................................................................................    382,917 
                                                                                                     ---------- 
  Operating loss (loss).............................................................................   (400,850)
Other income (expense):                                                                                         
  Depreciation......................................................................................    (35,719)
  Interest expense..................................................................................    (21,881)
  Interest income...................................................................................        507 
                                                                                                     ---------- 
Net loss............................................................................................ $ (457,943)
                                                                                                     ---------- 
                                                                                                     ---------- 
Net loss per share of common stock.................................................................. $    (.072)
Weighted average shares outstanding.................................................................  6,400,000 

See accountant's audit report and notes to financial statements.

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U.S. ONLINE, INC. 
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1996

                                                        [Enlarge/Download Table]


                                                        COMMON STOCK      CAPITAL IN                           
                                                    --------------------  EXCESS OF    ACCUM'D    STOCKHOLDERS'
                                                      SHARES     AMOUNT   PAR VALUE    DEFICIT       EQUITY    
                                                    ----------   -------  ----------  ---------   -------------
                                                                                                               
Balance, January 1, 1996...........................      1,000   $ 1,000                            $   1,000  
Adjustment for fifty-eight hundred                                                                             
  to one stock split...............................  5,799,000     4,800                                4,800  
Issuance of common stock to investors in a Private                                                             
  Placement in December 22, 1996...................    600,000       600   $449,400                   450,000  
Net loss for the year ended                                                                                    
  December 31, 1996................................                                   $(457,943)     (457,943) 
                                                    ----------   -------   --------   ---------     ---------  
Balance, December 31, 1996.........................  6,400,000   $ 6,400   $449,400   $(457,943)    $  (2,143) 
                                                    ----------   -------   --------   ---------     ---------  
                                                    ----------   -------   --------   ---------     ---------  

See accountant's audit report and notes to financial statements.

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U.S. ONLINE, INC. 
STATEMENT OF CASH FLOWS 
YEAR ENDED DECEMBER 31, 1996

                                                        [Enlarge/Download Table]


                                                                                                        1996    
                                                                                                      --------- 
                                                                                                                
Cash flows from operating activities:                                                                           
  Net loss........................................................................................... $(457,943)
Adjustments to reconcile net (loss) to net cash provided by operating activities:                               
  Depreciation and amortization......................................................................    35,719 
  Changes in assets and liabilities:                                                                            
     Increase in accounts receivable.................................................................  (105,140)
     Increase in other assets........................................................................    (5,188)
     Increase in accounts payable and accrued expenses...............................................   135,831 
     Increase in deposits............................................................................   157,000 
                                                                                                      --------- 
          Net cash used in operating activities......................................................  (239,721)
                                                                                                      --------- 
Cash flows from investing activities:                                                                           
  Additions to property and equipment................................................................   (36,244)
  Loans to stockholder...............................................................................    (4,800)
                                                                                                      --------- 
          Net cash used in investing activities......................................................   (41,044)
Cash flows from financing activities:                                                                           
  Advances from related parties......................................................................    94,416 
  Issuance of common stock to related parties........................................................     5,800 
  Net related party loans............................................................................   189,885 
  Issuance of common stock in a private placement....................................................   450,000 
                                                                                                      --------- 
          Net cash provided by financing activities..................................................   740,101 
                                                                                                      --------- 
          Net increase in cash.......................................................................   459,336 
Cash and cash equivalents--beginning.................................................................        -- 
                                                                                                      --------- 
Cash and cash equivalents--ending.................................................................... $ 459,336 

See accountant's audit report and notes to financial statements.

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U.S. ONLINE, INC. 
NOTES TO FINANCIAL STATEMENTS 

DECEMBER 31, 1996 

NOTE 1--SUMMARY OF ACCOUNTING POLICIES                                          

Nature of Operations                                                        

    U.S. Online, Inc. "the Company", a Pennsylvania Corporation, is engaged in
the business of providing computer internet access service and point of sale    
internet franchise sales to customers primarily in the Eastern Region of the    
United States.                                                                  

    On October 17, 1996 the Company issued an aggregate of 5,800,000 shares of
restricted common stock to its shareholders in a 5,800 to 1 stock split.        

 During 1996, the Company offered to private investors through a private
offering a total of 600,000 shares at an offering price of $.75 per share. The  
maximum offering would raise the company $450,000, the minimum would raise      
$300,000. At December 31, 1996, the Company obtained its maximum offering.      

Fixed Assets                                                                

Fixed assets are stated at cost. Depreciation is provided for by the  
straight-line and accelerated methods over the estimated useful lives of the    
assets.                                                                         

Income Taxes                                                                

  The company elected to be taxed as a Subchapter "S" Corporation for both
federal and state tax purposes. Accordingly, the company's results of operations
are reflected in the shareholder's individual tax returns therefore, no tax     
provision has been reflected in the accompanying financial statements. On       
December 22, 1996, the company terminated its Subchapter "S" election due to the
addition of a corporate shareholder.                                            

The company filed a regular corporate return for the short period     
December 22, to December 31, 1996. No provision for taxes has been reflected on 
the accompanying financial statement due to a net loss for the short period.    

Use of Estimates                                                            

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

Repairs and Maintenance                                                     

Expenditures for repairs, maintenance, and minor renewals are charged 
against income as incurred and expenditures for major renewals and betterments  
are capitalized and amortized over five years. The cost and accumulated         
depreciation of assets sold or retired are removed from the respective accounts 
with any gain or loss on disposal reflected in income.                          

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U.S. ONLINE, INC. 
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996 

NOTE 1--SUMMARY OF ACCOUNTING POLICIES--(CONTINUED)                             

Cash and Cash Equivalents                                                   

   The Company considers cash equivalents to be those short-term investments
maturing within three months of the balance sheet date.                         

Loss per Share                                                              

 The loss per share is based on the weighted average number of shares of
common stock outstanding during the year. The effect of the stock split of 5,800
to 1 has been considered in this calculation.                                   

Fair Value of Financial Instruments                                         

  The note due from shareholders is based on the terms at which those same
loans would be made currently and approximate their fair value. At December 31, 
1996, the carrying value of the assets were $720,313 which equates their fair   
value. The carrying value of the capital lease obligations was $92,264, the     
related party long-term note was $242,945, and the related party advances were  
$94,416 and are reflective of borrowing rates currently available to the        
Company.                                                                        

NOTE 2--CONCENTRATION OF CREDIT RISK                                            

The Company has a potential concentration of credit risk consisting   
primarily of temporary cash deposits and trade accounts receivable.             
Concentrations of credit with respect to trade receivables are limited due to   
the large number of customers comprising the Company's customer base and their  
dispersion across different geographic locations. At December 31, 1996, the     
Company held $459,336 in one bank account which is in excess of the federal     
deposit insurance company limit of $100,000 creating a potential concentration  
of credit risk of $359,336.                                                     

NOTE 3--FIXED ASSETS                                                            

Major classifications of property and equipment are summarized below: 

                                                                [Download Table]


                                                                       1996  
                                                                     --------
                                                                             
Computer equipment and software...................................   $164,418
Furniture and fixtures............................................     15,715
Leasehold improvements............................................      1,435
                                                                     --------
                                                                     $181,568
                                                                     --------
                                                                     --------

 At December 31, 1996 the Company agreed to assume title of assets under
capital leases previously leased by a related party. The equipment was          
physically in operation by the Company and payments were made by the Company    
directly to the third party lessors.                                            

NOTE 4--RELATED PARTY TRANSACTIONS                                              

BALANCE SHEET ITEMS                                                             

Notes Payable                                                               

    U.S. Online, Inc. has incurred a related party obligation to two companies
for expenses paid on the Company's behalf. Such expenses included: payroll,     
advertising, rent and other operating expenses advanced since inception. As of  
December 31, 1996, the net advanced costs were $242,945. The note bears interest
at                                                                              

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U.S. ONLINE, INC. 
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996 

NOTE 4--RELATED PARTY TRANSACTIONS--(CONTINUED)                                 

9% annually and is payable in monthly installments of $5,043 beginning          
March 15, 1997. Interest on the related party debt was $10,932 at December 31,  
1996.                                                                           

Annual maturities are as follows:                                     

                                                                [Download Table]
                                                                             
1997..............................................................   $ 33,320
1998..............................................................     43,413
1999..............................................................     47,486
2000..............................................................     51,940
2001..............................................................     56,812
2002..............................................................      9,974
                                                                     --------
                                                                     $242,945
                                                                     --------
                                                                     --------

Advances                                                                    

     Related parties had advanced expenses including payroll, advertising, rent,
equipment and other expenses since inception. The amounts outstanding at        
December 31, 1996 was $94,416.                                                  

Operating Sub-Lease                                                         

    The Company maintains a related party obligation on several non-cancelable
operating sub-leases from a Company controlled by an executive officer of the   
Company and a principle shareholder. The master leases from which the sub-leases
are derived from are guaranteed by the principles of the affiliated Company. The
details of these related party leases are as follows:                           

Facility rentals, monthly payments of $2,972, with certain operating  
expenses and amortized costs, expiring May 1998.                                

   Telephone system, monthly payments of $361, expiring March 1998. Security
System, monthly payments of $355, expiring May 2000. Computer equipment, monthly
payments of $979, on various leases expiring December 1999.                     

NOTE 5--CAPITAL LEASE OBLIGATIONS                                               

  The Company has purchased certain computer equipment and furniture under
capital lease obligations expiring through 2001. Accordingly, SFAS 13 requires  
that the asset be capitalized and depreciated and the related lease obligations 
be recorded at the present value of the future minimum lease payments and       
interest imputed. The lease obligations are secured by the corresponding assets,
guaranteed by a related party                                                   

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U.S. ONLINE, INC. 
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996 

NOTE 5--CAPITAL LEASE OBLIGATIONS--(CONTINUED)                                  

Company and personal guarantees by the executive officers and a principal       
shareholder of the Company. Future minimum lease obligations at December 31,    
1996 for capital lease obligations were as follows:                             

                                                        [Enlarge/Download Table]


                                                                                            MINIMUM               
                                                                                            MONTHLY    GROSS LEASE
                                                                                          OBLIGATIONS  OBLIGATION 
                                                                                          -----------  -----------
                                                                                                                  
Capital lease obligation for modem pools, including interest of 12 5/8%..................   $   586     $  32,831 
Capital lease obligation for modem pools, including interest of 18 3/8%..................       539        25,328 
Capital lease obligation for computer network, including interest of 20 11/16%...........       101         1,621 
Capital lease obligation for computer server, including interest of 15 1/16%.............       442        14,595 
Capital lease obligation for computer web space, including interest of 18 9/16%..........       491        13,261 
Capital lease obligation for computer equipment, including interest of 23 7/16%..........       414        11,187 
Capital lease obligation for computer equipment, including interest of 86 1/8%...........       259         6,737 
Capital lease obligation for office furniture, including interest of 19 15/16%...........       416        20,386 
                                                                                            -------     --------- 
Future minimum lease payments............................................................   $ 3,248     $ 125,946 
                                                                                            -------     --------- 
                                                                                            -------     --------- 
Annual maturities are as follows:                                                                                 
  1997...................................................................................               $  38,993 
  1998...................................................................................                  38,182 
  1999...................................................................................                  25,709 
  2000...................................................................................                  17,956 
  2001...................................................................................                   5,106 
                                                                                                        --------- 
                                                                                                        $ 125,946 
                                                                                                        --------- 
Less amounts representing interest.......................................................                 (33,682)
                                                                                                        --------- 
Present value of minimum lease payments..................................................               $  92,264 
                                                                                                        --------- 
Less current portion.....................................................................                 (38,993)
                                                                                                        --------- 
Capital lease obligation, net of current portion.........................................               $  53,271 
                                                                                                        --------- 
                                                                                                        --------- 

NOTE 6--LEASES                                                                  

    The Company maintains a related party obligation on several non-cancelable
operating sub-leases from a Company controlled by an executive officer of the   
Company and a principle shareholder. The master leases from which the sub-leases
are derived from are guaranteed by the principles of the affiliated Company. The
details of these related party leases are as follows:                           

Facility rentals, monthly payments of $2,972, with certain operating  
expenses and amortized costs, expiring May 1998.                                

   Telephone system, monthly payments of $361, expiring March 1998. Security
System, monthly payments of $355, expiring May 2000. Computer equipment, monthly
payments of $979, on various leases expiring December 1999.                     

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U.S. ONLINE, INC. 
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1996 

NOTE 6--LEASES--(CONTINUED)                                                     

        Future minimum rentals under all non-cancelable operating leases are
as follows:                                                           

                                                                [Download Table]


YEAR ENDING                                                                  
DECEMBER 31,                                                                 
----------------------------------------------------------------             
                                                                             
   1997.........................................................     $ 35,085
   1998.........................................................       23,235
   1999.........................................................       15,409
   2000.........................................................        1,225
                                                                     --------
                                                                     $ 74,954
                                                                     --------
                                                                     --------

NOTE 7--PROPOSED MERGER                                                         

 On December 2, 1996 the Company signed a letter of intent to merge with
Venture Quest, Inc., a New York corporation. One share of the Company's common  
stock will be exchanged for one share of Venture Quest, Inc. common stock with  
Venture Quest, Inc. being the surviving corporation. The exchange is intended to
qualify as a tax-free transaction under Section 351 of the Internal Revenue     
Code.                                                                           

NOTE 8--NOTES PAYABLE                                                           

Notes Payable                                                               

    U.S. Online, Inc. has incurred a related party obligation to two companies
for expenses paid on the Company's behalf. Such expenses included: payroll,     
advertising, rent and other operating expenses advanced since inception. As of  
December 31, 1996, the net advanced costs were $242,945. The note bears interest
at 9% annually and is payable in monthly installments of $5,043 beginning       
March 15, 1997. Interest on the related party debt was $10,932 at December 31,  
1996.                                                                           

Annual maturities are as follows:                                     

                                                                [Download Table]
                                                                             
1997............................................................     $ 33,320
1998............................................................       43,413
1999............................................................       47,486
2000............................................................       51,940
2001............................................................       56,812
2002............................................................        9,974
                                                                     --------
                                                                     $242,945
                                                                     --------
                                                                     --------

NOTE 9--NONMONETARY TRANSACTION                                                 

  Capital lease obligations were incurred for the purchase of equipment in
the amount of $104,512.                                                         

   Related parties contributed equipment in the amount of $48,312 along with
the payment of Company expenses in the amount of $346,390. The equipment has    
been recorded in the accompanying balance sheet at its fair market value on the 
date of the transfer.                                                           

NOTE 10--FRANCHISE                                                              

The Company intends to sell Point of Presence territorial rights and  
equipment under franchising arrangements. These rights granted under the        
franchise will allow the franchise to exclusively market services provided by   
the Company throughout a particular geographic region.                          

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JOSEPH J. REPKO 
CERTIFIED PUBLIC ACCOUNTANT 
453 N. STATE ROAD 
SPRINGFIELD, PENNSYLVANIA 19064 
(610) 328-9551

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON SUPPLEMENTARY INFORMATION

Officers and Directors                                                          
U.S Online, Inc.                                                                
Mount Laurel, NJ                                                                

My audit was made for the purpose of forming an opinion on the basic  
financial statements taken as a whole of U.S. Online, Inc. for the year ended   
December 31, 1996, which is presented in the preceding section of this report.  
The supplementary information presented hereinafter is presented for purposes of
additional analysis and is not a required part of the basic financial           
statements. Such information has been subjected to the audit procedures applied 
in the audit of the basic financial statements and, in my opinion, is fairly    
stated, in all material respects, in relation to the basic financial statements 
taken as a whole.                                                               

                                  JOSEPH J. REPKO, CPA

February 8, 1997                                                                

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U.S. ONLINE, INC. 
SUPPLEMENTAL INFORMATION
COST OF REVENUE 
YEAR ENDED DECEMBER 31, 1996

                                                        [Enlarge/Download Table]
                                                                                                       
Advertising................................................................................. $   80,131
Agent's commissions.........................................................................      7,986
Credit card settlement fees.................................................................      6,279
Electrical expense..........................................................................      4,390
Telecommunication charges...................................................................     63,037
                                                                                             ----------
                                                                                             $  161,823
                                                                                             ----------
                                                                                             ----------

See accountant's report on supplemental information.

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U.S. ONLINE, INC. 
SUPPLEMENTAL INFORMATION
OPERATING EXPENSES
YEAR ENDED DECEMBER 31, 1996

                                                        [Enlarge/Download Table]
                                                                                                               
Salaries office....................................................................................... $ 80,325
Payroll tax expense...................................................................................    7,695
Automobile expenses...................................................................................    1,126
Casual labor..........................................................................................   13,380
Charity...............................................................................................      600
Computer supplies and software........................................................................   40,409
Consulting............................................................................................   20,000
Corporate taxes.......................................................................................      325
Dues and subscriptions................................................................................    4,485
Entertainment.........................................................................................    1,177
Fuel and oil..........................................................................................    1,071
Insurance.............................................................................................    1,645
Lease--telephone system...............................................................................    4,334
Office expenses.......................................................................................   30,221
Postage...............................................................................................   32,112
Printing..............................................................................................   12,790
Professional fees.....................................................................................   48,640
Rent--office..........................................................................................   35,674
Rent--computer room...................................................................................      785
Rental equipment......................................................................................   14,181
Repairs and maintenance...............................................................................    1,741
Security system lease.................................................................................    4,876
Technical manuals.....................................................................................      865
Telephone.............................................................................................   16,946
Utilities.............................................................................................    7,514
                                                                                                       --------
                                                                                                       $382,917
                                                                                                       --------
                                                                                                       --------

See accountant's report on supplemental information.

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U.S. ONLINE, INC. 
STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]


                                                                                           NINE MONTHS ENDED     
                                                                                             SEPTEMBER 30,       
                                                                                        ------------------------ 
                                                                                          1998           1997    
                                                                                        ---------      --------- 
                                                                                              (UNAUDITED)        

                                                                                                                 
Revenues............................................................................. $   768,142       $ 408,553
Cost of revenues.....................................................................     915,454         596,710
                                                                                        ---------       ---------
  Gross loss.........................................................................    (147,312)      (188,157)

Operating expenses:                                                                                              
  Selling, general and administrative................................................     825,379        530,256 
                                                                                        ---------      --------- 
Net loss.............................................................................   $(972,691)     $(718,413)
                                                                                        ---------      --------- 
                                                                                        ---------      --------- 

See accompanying notes to financial statements. 

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U. S. ONLINE, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
(UNAUDITED) 

                                                        [Enlarge/Download Table]


                                                                          NINE MONTHS ENDED SEPTEMBER 30, 1998  
                                                                         -------------------------------------- 
                                                                         CAPITAL     ACCUMULATED                
                                                                          STOCK        DEFICIT         TOTAL    
                                                                         --------    -----------    ----------- 

                                                                                                                
Balance, December 31, 1997.............................................. $775,948    $(1,812,568)   $(1,036,620)

Net loss................................................................        0       (972,691)      (972,691)

Capital contributions...................................................   24,250              0         24,250 
                                                                         --------    -----------    ----------- 

Balance, September 30, 1998............................................. $800,198    $(2,785,259)   $(1,985,061)
                                                                         --------    -----------    ----------- 
                                                                         --------    -----------    ----------- 

See accompanying notes to financial statements. 

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U.S. ONLINE, INC. 
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                        [Enlarge/Download Table]


                                                                                              NINE MONTHS       
                                                                                          ENDED SEPTEMBER 30,   
                                                                                         ---------------------- 
                                                                                           1998         1997    
                                                                                         ---------    --------- 
                                                                                              (UNAUDITED)       
                                                                                                                
Cash flow from operating activities:                                                                            
  Net loss.............................................................................. $(972,691)   $(718,413)
  Adjustments to reconcile net loss to net cash used in operating activities:                                   
     Depreciation and amortization......................................................   139,083      109,135 
     Allowance for doubtful accounts....................................................        --           -- 
     Officer salary contributed to capital..............................................        --           -- 
     Stock options issued for services..................................................        --           -- 
     Non-cash compensation charge.......................................................        --           -- 
     Changes in assets and liabilities:                                                                         
       Accounts receivable..............................................................    70,042       49,542 
       Notes receivable.................................................................        --           -- 
       Prepaid expenses and other.......................................................        --           -- 
       Other assets.....................................................................    (2,218)     (20,098)
       Accounts payable and accrued expenses............................................   644,626      362,149 
       Notes payable....................................................................   166,250           -- 
       Franchise deposits...............................................................   (70,861)     187,500 
       Deferred revenue.................................................................    43,575       10,000 
                                                                                         ---------    --------- 
Net cash provided (used) by operating activities........................................    17,806      (20,185)
                                                                                         ---------    --------- 
Cash flows from investing activities:                                                                           
  Acquisition of equipment..............................................................   (72,714)    (494,916)
                                                                                         ---------    --------- 
Cash flows from financing activities:                                                                           
  Due to related parties................................................................        --     (297,361)
  Proceeds from stockholder loans & capitalized leases..................................    25,130      354,004 
  Repayments of stockholder loans & capitalized leases..................................        --           -- 
  Purchase of treasury stock............................................................        --           -- 
  Proceeds from sale of common stock and warrants.......................................    24,250       11,164 
                                                                                         ---------    --------- 
  Net cash provided by financing activities.............................................    49,380       67,807 
                                                                                         ---------    --------- 
  Net increase (decrease) in cash and cash equivalents..................................    (5,527)    (447,294)
Cash, beginning of period...............................................................     6,573      459,336 
                                                                                         ---------    --------- 
Cash, end of period..................................................................... $   1,046    $  12,042 
                                                                                         ---------    --------- 
                                                                                         ---------    --------- 

See accompanying notes to financial statements. 

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U. S. ONLINE, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 

1. BASIS OF PRESENTATION                                                        

The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim financial  
information. Accordingly, they do not include all of the information and        
footnotes required by generally accepted accounting principles for complete     
financial statements.                                                           

In the opinion of management, the accompanying unaudited financial    
statements include all adjustments, consisting of normal recurring accruals,    
considered necessary for a fair presentation of the results for interim periods.
Operating results for the nine months ended September 30, 1998 are not          
necessarily indicative of the results to be expected for the full year ending   
December 31, 1998.                                                              

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STEVEN H. MERMELSTEIN 
CERTIFIED PUBLIC ACCOUNTANT 
2523 AVENUE P 
BROOKLYN, N. Y. 11229 
1-718-258-6865

INDEPENDENT AUDITOR'S REPORT

To the Stockholders                                                             
Webspan, Inc.                                                                   
Lakewood, N. J. 08701                                                           

I have audited the accompanying balance sheets of Webspan, Inc. (the "Company") 
as of December 31, 1996 and 1997, and the related statements of operations,     
stockholders' deficit and cash flows for the years then ended. These financial  
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audits.      

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 1996
and 1997, and the results of its operations and its cash flows for the years    
then ended in conformity with generally accepted accounting principles.         

                              STEVEN H. MERMELSTEIN, CPA

February 8, 1999                                                                
Brooklyn, NY                                                                    

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WEBSPAN, INC. 
BALANCE SHEETS

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                                                                                     DECEMBER 31,   DECEMBER 31, 
                                                                                         1997           1996     
                                                                                     ------------   ------------ 

                                                                                                                 
                                       ASSETS                                                                    
Current:                                                                                                         
  Cash and cash equivalents......................................................... $     45,161   $     75,245 
  Accounts receivable...............................................................           --         57,428 
  Prepaid expenses and other current assets.........................................       48,683         29,210 
                                                                                     ------------   ------------ 
     Total current assets...........................................................       93,844        161,883 
                                                                                     ------------   ------------ 
Fixed:                                                                                                           
  Equipment and equipment leases....................................................      417,794        406,632 
  Less: accumulated depreciation....................................................     (213,680)       (81,326)
     Net fixed assets...............................................................      204,114        325,306 
                                                                                     ------------   ------------ 
  Other assets......................................................................       11,875         41,084 
                                                                                     ------------   ------------ 
Total Assets........................................................................ $    309,833   $    528,273 
                                                                                     ------------   ------------ 
                                                                                     ------------   ------------ 

                       LIABILITIES AND STOCKHOLDERS' DEFICIT                                                     
Current:                                                                                                         
  Notes payable--current portion.................................................... $    132,372   $     85,416 
  Equipment lease payable--current portion..........................................       19,344         19,343 
  Accounts payable and accrued expenses.............................................      126,810        147,985 
  Deferred income...................................................................      751,561        408,898 
                                                                                     ------------   ------------ 
     Total current liabilities......................................................    1,030,087        661,642 
                                                                                     ------------   ------------ 

Long term:                                                                                                       
  Notes payable--long term portion..................................................           --         75,428 
  Equipment leases payable--long term portion.......................................       10,193         29,537 
  Deferred income...................................................................       32,890            955 
                                                                                     ------------   ------------ 
     Total long-term liabilities....................................................       43,083        105,920 
                                                                                     ------------   ------------ 

Officer loans payable...............................................................      105,322        257,932 
     Total liabilities..............................................................    1,178,492      1,025,494 
                                                                                     ------------   ------------ 

Stockholders' deficit:                                                                                           
Capital stock, no par value, 1,000,000 shares authorized and issued.................      300,000        300,000 
Accumulated deficit.................................................................   (1,168,659)      (797,221)
                                                                                     ------------   ------------ 
     Total stockholders' deficit....................................................     (868,659)      (497,221)
                                                                                     ------------   ------------ 
Total liabilities and stockholders' deficit......................................... $    309,833   $    528,273 
                                                                                     ------------   ------------ 
                                                                                     ------------   ------------ 

See independent auditor's report and notes to financial statements. 

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WEBSPAN, INC. 
STATEMENTS OF OPERATIONS

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                                                                                        FOR THE TWELVE MONTHS   
                                                                                          ENDED DECEMBER 31,    
                                                                                       ------------------------ 
                                                                                          1997          1996    
                                                                                       ----------    ---------- 
                                                                                                                
Revenues.............................................................................. $1,265,470    $  643,017 
Cost of revenues......................................................................  1,356,493       698,388 
                                                                                       ----------    ---------- 
Gross profit..........................................................................    (91,023)      (55,371)
Operating expenses:                                                                                             
  Selling, general and administrative.................................................    270,679       741,850 
                                                                                       ----------    ---------- 
Loss from operations..................................................................   (361,702)     (797,221)
Other income (expense):                                                                                         
  Interest expense....................................................................      9,736            -- 
                                                                                       ----------    ---------- 
          Net loss.................................................................... $ (371,438)   $ (797,221)
                                                                                       ----------    ---------- 
                                                                                       ----------    ---------- 
Loss per share of common stock........................................................ $    (0.37)   $    (0.80)
                                                                                       ----------    ---------- 
                                                                                       ----------    ---------- 
Weighted average number of shares outstanding:........................................  1,000,000     1,000,000 
                                                                                       ----------    ---------- 
                                                                                       ----------    ---------- 

See independent auditor's report and notes to financial statements. 

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WEBSPAN, INC. 
STATEMENTS OF STOCKHOLDERS' DEFICIT 
TWELVE MONTHS ENDED DECEMBER 31, 1997 AND 1996

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                                                                                      ACCUMULATED                
                                                                       ----------------------------------------- 
                                                                       COMMON STOCK       DEFICIT        TOTAL   
                                                                       -------------    -----------    --------- 

                                                                                                                 
Balance, January 1, 1996..............................................   $      --      $        --    $      -- 
Issue 1,000,000 shares--capital stock, no par.........................     300,000               --      300,000 
Net loss..............................................................          --         (797,221)    (797,221)
                                                                         ---------      -----------    --------- 
Balance, December 31, 1996............................................     300,000         (797,221)    (497,221)
Net loss..............................................................          --         (371,438)    (371,438)
                                                                         ---------      -----------    --------- 
Balance, December 31, 1997............................................   $ 300,000      $(1,168,659)   $(868,659)
                                                                         ---------      -----------    --------- 
                                                                         ---------      -----------    --------- 

See independent auditor's report and notes to financial statements. 

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WEBSPAN, INC. 
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

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                                                                                             TWELVE MONTHS      
                                                                                           ENDED DECEMBER 31,   
                                                                                         ---------------------- 
                                                                                           1997         1996    
                                                                                         ---------    --------- 
                                                                                                                
Cash flow from operating activities:                                                                            

Net loss................................................................................ $(371,438)   $(797,221)
Adjustments to reconcile net loss to net cash used by operating activities:                                     
  Depreciation and amortization.........................................................   132,354       81,326 
  Changes in assets and liabilities:                                                                            
     Accounts receivable................................................................    57,428      (57,428)
     Prepaid expenses and other.........................................................   (19,473)     (29,210)
     Other assets.......................................................................    29,209      (41,084)
     Accounts payable and accrued expenses..............................................   (21,175)     147,985 
     Deferred income....................................................................   374,598      409,853 
                                                                                         ---------    --------- 
Net cash used by operating activities...................................................   181,503     (285,779)

Cash flows from investing activities:                                                                           
  Acquisition of equipment..............................................................   (11,162)    (406,632)
Net cash used by operating activities...................................................   (11,162)    (406,632)
                                                                                         ---------    --------- 
Cash flows from financing activities:                                                                           
  Proceeds from notes payable...........................................................        --      160,844 
  Proceeds from officer loans payable...................................................        --      257,932 
  Proceeds from equipment leases payable................................................        --       48,880 
  Repayments of notes and officer notes payable.........................................  (181,082)          -- 
  Repayments of equipment leases payable................................................   (19,343)          -- 
  Proceeds from sale of capital stock...................................................        --      300,000 
                                                                                         ---------    --------- 
Net cash used by financing activities...................................................  (200,425)     767,656 
                                                                                         ---------    --------- 
Net increase in cash and cash equivalents:.............................................. $ (30,084)   $  75,245 
Cash, beginning of period...............................................................    75,245           -- 
                                                                                         ---------    --------- 
Cash, end of period..................................................................... $  45,161    $  75,245 
                                                                                         ---------    --------- 
                                                                                         ---------    --------- 

See independent auditor's report and notes to financial statements. 

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WEBSPAN, INC. 
NOTES TO FINANCIAL STATEMENTS 
DECEMBER 31, 1997 AND 1996

NOTE 1--ORGANIZATION AND NATURE OF BUSINESS                                     

     The Company is a corporation organized on January 5, 1996 under the laws of
the state of New Jersey for the purpose of serving as an internet web host.     

NOTE 2--EQUIPMENT AND DEPRECIATION                                              

Equipment is stated at cost and equipment leases are all capitalized. 
Depreciation is computed over a period of five (5) years using the              
double-declining balance method. All equipment is subject to an U. C. C.        
security interest.                                                              

NOTE 3--EQUIPMENT LEASE PAYABLE                                                 

     Equipment lease payable represents the balance of lease payments due on the
capitalized leases included in note 2.                                          

NOTE 4--NOTES PAYABLE/DEFERRED INTEREST                                         

 Net server equipment in the amount of $112,425 was purchased from U. S.
Robotics. Note payments of $7,118 are to be made monthly for 24 months of which 
$58,419 represents deferred interest. The equipment is subject to an U. C. C.   
filing.                                                                         

NOTE 5--DEFERRED INCOME-REVENUE RECOGNITION                                     

Deferred income applies to prepaid customer subscriptions, which if   
cancelled at the customer's discretion under each of the respective plans, would
be non-forfeitable. Consequently, income will be recognizable at the point that 
payments are forfeitable.                                                       

NOTE 6--SUBSEQUENT EVENTS                                                       

  On January 5, 1998 CPHP, a secured creditor of Webspan, Inc., enforced a
security interest against Webspan, Inc. due to its default of an agreement dated
December 10, 1995. The U. C. C. security interest was applicable to much of the 
equipment, equipment leases and to the entire customer list. This effectively   
terminated Webspan Inc.'s status as a going concern. CPHP subsequently          
transferred all the acquired assets to Webspan Communications, Inc. subject to a
new U. C. C. interest on the equipment and customer list in exchange for its    
stock.                                                                          

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WEBSPAN COMMUNICATIONS, INC.
STATEMENTS OF OPERATIONS

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                                                                                          NINE MONTHS ENDED       
                                                                                    ------------------------------
                                                                                    SEPTEMBER 30,    SEPTEMBER 30,
                                                                                       1998              1997     
                                                                                    -------------    -------------
                                                                                             (UNAUDITED)          
                                                                                                                  
Revenues...........................................................................   $ 803,741       $ 1,088,953 
Cost of revenues...................................................................     837,983         1,026,724 
                                                                                      ---------       ----------- 
  Gross (loss) profit..............................................................     (34,242)           62,229 

Operating expenses:                                                                                               
  Selling, general and administrative..............................................     258,770           317,054 
                                                                                      ---------       ----------- 
Net loss...........................................................................   $(293,012)      $  (254,825)
                                                                                      ---------       ----------- 
                                                                                      ---------       ----------- 

See accompanying notes to financial statements. 

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WEBSPAN COMMUNICATIONS, INC.
STATEMENT OF STOCKHOLDERS DEFICIT 
(UNAUDITED) 

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                                                                           NINE MONTHS ENDED SEPTEMBER 30, 1998  
                                                                           ------------------------------------- 
                                                                            CAPITAL     ACCUMULATED              
                                                                             STOCK       DEFICIT         TOTAL   
                                                                           ---------    -----------    --------- 

                                                                                                                 
Balance at January 5, 1998:                                                                                      
Issue 1,000,000 shares--capital stock, no par............................. $ 183,668                   $ 183,668 
Net loss..................................................................               $(293,012)     (293,012)
Capital contributions (withdrawals).......................................   (25,000)                            
                                                                           ---------     ---------     --------- 
Balance, September 30, 1998............................................... $ 158,668     $(293,012)    $(109,344)
                                                                           ---------     ---------     --------- 
                                                                           ---------     ---------     --------- 

See accompanying notes to financial statements. 

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WEBSPAN COMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS

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                                                                                           NINE MONTHS ENDED       
                                                                                     ------------------------------
                                                                                     SEPTEMBER 30,    SEPTEMBER 30,
                                                                                         1998             1997     
                                                                                     -------------    -------------
                                                                                              (UNAUDITED)          

                                                                                                                   
Cash flows from operating activities:                                                                              

Net loss............................................................................   $(293,012)       $(254,825) 

Adjustments to reconcile net loss to net cash used in operating activities:                                        

  Depreciation and amortization.....................................................      62,313           99,265  

  Changes in assets and liabilities:                                                                               

     Accounts receivable............................................................      (4,343)          54,486  

     Prepaid expenses and other.....................................................          --           58,419  

     Accounts payable and accrued expenses..........................................      71,554          (33,385) 

     Deferred revenue...............................................................     317,669          102,450  
                                                                                       ---------        ---------  

Net cash provided by operating activities...........................................     154,181           26,410  
                                                                                       ---------        ---------  

Cash flows from investing activities:                                                                              

  Acquisition of equipment..........................................................     (65,574)              --  
                                                                                       ---------        ---------  

Cash flows from financing activities:                                                                              

  Capital withdrawals...............................................................     (25,000)              --  

  Repayments of notes payable.......................................................          --          (78,295) 

  Repayment of capital leases.......................................................          --          (10,531) 
                                                                                       ---------        ---------  

Net cash used in financing activities...............................................     (25,000)         (88,826) 
                                                                                       ---------        ---------  

Net increase (decrease) in cash and cash equivalents................................      63,607          (62,416) 

Cash, beginning of period...........................................................          --           75,245  
                                                                                       ---------        ---------  

Cash, end of period.................................................................   $  63,607        $  12,829  
                                                                                       ---------        ---------  
                                                                                       ---------        ---------  

See accompanying notes to financial statements. 

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WEBSPAN COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 
SEPTEMBER 30, 1998

NOTE 1--BASIS OF PRESENTATION                                                   

The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim financial  
information. Accordingly, they do not include all of the information and        
footnotes required by generally accepted accounting principles for complete     
financial statements.                                                           

In the opinion of management, the accompanying unaudited financial    
statements include all adjustment, consisting of normal recurring accruals,     
considered necessary for a fair presentation of the results for interim periods.
The results for the interim periods are not necessarily indicative of the       
results that may be attained for an entire year or any future periods.          

NOTE 2--ORGANIZATION AND NATURE OF BUSINESS                                     

   Webspan Communications, Inc. is a corporation organized under the laws of
the State of New Jersey for the purpose of serving as an Internet web host.     
Webspan, Inc., a predecessor company, engaged in an identical business, ceased  
operations on January 5, 1998. CPHP, a secured creditor of Webspan, Inc.,       
enforced a security interest against Webspan, Inc. due to its default of an     
agreement dated December 10, 1995. The U.C.C. security interest was applicable  
to much of the equipment and leases and to entire customer list. CPHP           
subsequently transferred all the acquired assets to Webspan Communications Inc.,
subject to new U.C.C. security interest on the equipment and customer list, in  
exchange for its stock.                                                         

NOTE 3--SUBSEQUENT EVENT                                                        

   On December 17, 1998, Webspan Communications, Inc. sold substantially all
of its assets and business to Frontline Communications Corp ("Frontline") in    
consideration of: $500,000 cash payment; issuance of 113,364 shares of          
Frontline's common stock and assumption of $543,775 of liabilities.             

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Graphic: Compilation of the Company's web sites, brands and advertising         
campaigns.                                                                      

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------------------------------------------------------  
------------------------------------------------------  
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  YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION CONTAINED IN THIS    
PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES ONLY IN  
JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS  
OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALES OF SHARES.           

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

TABLE OF CONTENTS 

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                                                  PAGE
                                                  ----

                                                      
Prospectus Summary.............................      3

Risk Factors...................................      8

Use of Proceeds................................     15

Price Range of Common Stock....................     16

Dividend Policy................................     16

Capitalization.................................     17

Management's Discussion and Analysis of               
  Financial Condition and Results of                  
  Operations...................................     20

Business.......................................     24

Management.....................................     34

Principal Stockholders.........................     39

Related Party Transactions.....................     40

Description of Securities......................     41

Shares Eligible for Future Sale................     47

Underwriting...................................     48

Legal Matters..................................     49

Experts........................................     50

Additional Information.........................     50

Index to Financial Statements..................    F-1

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

1,000,000 SHARES  
FRONTLINE   
COMMUNICATIONS CORP.(TRADEMARK)   

SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK   
---------------------------------   
PROSPECTUS  
---------------------------------   
PRIME CHARTER LTD.  
FEBRUARY 7, 2000  

------------------------------------------------------  
------------------------------------------------------  
------------------------------------------------------  
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Dates Referenced Herein   and   Documents Incorporated by Reference

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		6/30/00		4		42			10QSB
		6/15/00		23		60
Filed on:		2/8/00
		2/7/00		1		140			8-A12B,  SB-2/A
		1/20/00		5		47
		1/6/00		33					DEFS14A
		12/31/99		35		37			10KSB40
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		9/30/99		7		71			10QSB
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		1/6/99		96					8-K/A
		12/31/98		7		128			10KSB,  5
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		12/21/98		108		109
		12/18/98		74
		12/17/98		61		138			8-K,  8-K/A
		10/23/98		61		108			8-K/A
		10/9/98		61		91			8-K,  8-K/A
		9/30/98		18		138			10QSB
		8/25/98		108
		5/14/98		16
		5/6/98		108
		1/5/98		134		138
		12/31/97		8		134
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		3/15/97		119		121
		2/8/97		112		122
		2/4/97		108
		1/1/97		62		99
		12/31/96		51		134
		12/22/96		115		117
		12/2/96		121
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