Merge Media Inc · SB-2 · On 8/29/02

Filed On 8/29/02 2:13pm ET   ·   SEC File 333-98907   ·   Accession Number 1178516-2-5

Registration of Securities by a Small-Business Issuer   ·   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        SB-2 Registration                                     42±   222K 
 2: EX-1        Exhibits Index                                         1      9K 
 3: EX-3        Exhibit 3.1 - Articles of Incorporation                2±    13K 
 4: EX-3        Exhibit 3.2 - By-Laws                                  8±    41K 
 5: EX-4        Exhibit 4 - Instruments Defining the Rights of         1      7K 
                          Holders                                                
 6: EX-5        Exhibit 5 - Opinion Re: Legality                       2±    12K 
 7: EX-10       Exhibit 10 - Material Contracts                     HTML      8K 
 8: EX-10       Exhibit 10.1 - Employment Contract of Ceo, Willis   HTML      7K 
                          Hale                                                   
 9: EX-10       Exhibit 10.2 - 750 E. Sample Rd. Property Lease     HTML      7K 
10: EX-10       Exhibit 10.3 - 184 N.E. 168th St. Property Lease    HTML      7K 
11: EX-10       Exhibit 10.4 - 1450 S. Dixie Hwy. Property Lease    HTML      7K 
12: EX-11       Exhibit 11 - Statement Re: Computation of Per          1      9K 
                          Share Earnings                                         
13: EX-15       Exhibit 15 - Letter on Unaudited Interim Financial     1      8K 
                          Information                                            
14: EX-21       Exhibit 21 - Subsidiaries                              1      7K 
15: EX-23       Exhibit 23 - Consent of Expert and Counsel             1      7K 
16: EX-99       Exhibit 99.1 - Consolidated Financial Statements      20±    94K 
17: EX-99       Exhibit 99.2 - Front of the Stock Certificate       HTML      6K 
18: EX-99       Exhibit 99.3 - Text Appearing on the Back of the    HTML      7K 
                          Stock Certificate                                      
19: EX-99       Exhibit 99.4 - Pages From the Articles of              9±    42K 
                          Incorporation and By-Laws That Define                  
                          the Rights of Holders                                  
20: EX-99       Exhibit 99.5 - Ceo's Certification of the              1      8K 
                          Registration                                           
21: EX-99       Exhibit 99.6 - Consent of Expert Ronald R.             1      8K 
                          Chadwick                                               

SB-2   ·   SB-2 Registration
Document Table of Contents

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As Filed With The Securities and Exchange Commission    
On August 29, 2002        

U.S. SECURITIES AND EXCHANGE COMMISSION     
WASHINGTON, DC 20549        

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

MERGE MEDIA, INC.       

Florida             7389              65-1126951      
(State)       (SIC Code Number)   (IRS Employer I.D.) 

1450 S.Dixie Hwy., Suite 101, Boca Raton FL 33432 (561)447-8804     
(Issuer's Address, Zip Code and Telephone Number)   

Willis B. Hale        
1450 S. Dixie Hwy.,Suite 101, Boca Raton FL 33432 (561)447-8804     
(Agent For Service)       

Approximate Date of Commencement of Proposed Sale To The Public: As soon as     
possible after the Registration Statement becomes effective.                    

If Any of the Securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933 (the "Securities Act") check the following box:   [   ]                    

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434       
under the Securities Act, please check the following box:  [   ]                

Calculation of Registration Fee   

Title of        Amount  Proposed Maximum  Proposed Maximum                      
Securities      to be    Offering Price      Aggregate      Registration Fee    
To Be         Registered    per Unit       Offering Price                       
Registered                                                                      
----------------------------------------------------------------------------    
Common Stock    50,000       $6.00            $300,000          $27.60          

Common Stock                                                                    
Purchase      1,000,000      $0.05             $50,000           $4.60          
Warrants                                                                        

Common Stock                                                                    
Underlying    1,000,000      $6.50          $6,500,000         $598.00          
Warrants                                                                        
----------------------------------------------------------------------------    
                          Total:  $6,850,000         $630.20

Registration fee calculated by multiplying the aggregate offering amount by     
..000092, in accordance with the SEC filing fee requirements for filings        
pursuant to section 6(b) of the Securities Act of 1933.                         

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR        
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS              
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE            
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION    
MAY DETERMINE ACTING PURSUANT TO SAID SECTION 8(A).                             

PROSPECTUS        

MERGE MEDIA, INC.       

Common Stock ("Shares"): 50,000 Shares @ $6.00 per Share      

Redeemable Common Stock Purchase Warrants ("Purchase Warrants"):    
1,000,000 Warrants @ $0.05 per Purchase Warrant       

This is Merge Media, Inc.'s ("the Company") initial public offering of its      
securities and is being conducted on a "best efforts" basis (which means        
there is no guarantee that any or all of the shares will be sold).  The         
Company is offering 50,000 shares of our $0.001 par value Common Stock at       
the price of $6.00 per Share, and 1,000,000 Purchase Warrants at the price      
of $0.05 per Purchase Warrant.  Each Purchase Warrant may be exchanged for      
One Share at the price of $6.50 (the "Offering"). This is not a Unit            
offering; purchasing Shares does not entitle an investor to purchase any of     
the Purchase Warrants.                                                          

Prior to this Offering, there has been no public market for the Shares of       
the Company. The Shares will not be listed on an exchange or quoted on the      
NASDAQ system upon completion of this Offering, and there can be no             
assurance that a market will develop or, if a market should develop, that       
it will continue.  Application for a listing on the NASDAQ system is            
anticipated at such time when the Company meets the appropriate listing         
requirements. The Company anticipates that an NASD member market maker firm     
will file a Form 15c2-11 to initiate trading on the OTCBB, although no          
assurances are made, intended or implied that such an application would be      
made, or if made, that such trading privileges would be granted.  No assurance  
is given or intended that a trading market will develop. The initial offering   
prices of the Shares and of the Purchase Warrants have been arbitrarily         
determined by the Company and bear no relationship to assets, shareholder's     
equity, or any other recognized criteria of value.                              

THE PURCHASE OF THESE SHARES AND PURCHASE WARRANTS INVOLVES A HIGH DEGREE       
OF RISK AND SUBSTANTIAL AND IMMEDIATE DILUTION;  PERSONS WHO CANNOT AFFORD      
TO RISK THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD NOT INVEST IN THE            
COMPANY'S SECURITIES.  SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A             
DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE         
PURCHASERS IN THIS OFFERING.                                                    

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

The date of this Prospectus is August 29, 2002            

Offering    Discounts and  Proceeds To    
Price       Commissions     Company     
------------------------------------------------------------                    

Common Stock                                                                    
50,000 Shares       $6.00          $0.60       $264,000                         

Redeemable                                                                      
Purchase Warrants                                                               
1,000,000 Warrants  $0.05          $0.005       $45,000                         

Underlying                                                                      
Common Stock                                                                    
1,000,000 Shares    $6.50            ---     $6,500,000                         

Maximum If All                                                                  
Warrants are                                                                    
Exercised         $6,350,000      $41,000    $6,809,000                         
------------------------------------------------------------                    

(see notes on next page)                                                        

Footnotes.                                                                      
(1) The proceeds from the Offering will be paid to the Company on Closing and   
the certificates representing the shares sold to the investors shall be issued  
by the Company and delivered by regular mail to the investors.  The proceeds    
from the Offering will not be applied to the Use of Proceeds as set forth in    
this Prospectus until such time as a partial or full Closing is held, and       
certificates representing shares sold are issued to Subscribers.                
(2)  NASD member securities broker/dealers who may participate in a             
selling-group, if any, of the Company's securities being offered hereby shall   
be paid commissions not to exceed 10%.  The Company may agree to pay such       
selling-group holders a non-accountable expense allowance not to exceed 3%.     
See: "Plan of Distribution".  Should any such NASD firms participate in the     
exercise of any of the Warrants, they may be compensated at the rate of 10% of  
the actual proceeds received by the Company from their efforts.  If such        
commissions are eventually paid, they shall be paid from the then working       
capital of the Company.                                                         
(3)  Proceeds are shown assuming the maximum commissions but before             
deducting the non-accountable expense allowance and other offering expenses,    
including but not limited to "blue sky" qualification, professional fees,       
printing, postage and other miscellaneous expenses, estimated not to exceed     
$30,000.                                                                        

The Shares and Warrants are being offered directly to investors by the Company, 
subject to prior sale, receipt and acceptance by the Company; approval of       
certain matters by counsel; and certain other conditions.  While no             
commitments have been received, the Company anticipates that one or more NASD   
member firms may participate in a selling-group and introduce investors.  The   
Company reserves the right to withdraw or cancel this Offering, at any time,    
and reject any subscription, in whole or in part, for any reason.               

Upon the Registration Statement's being declared effective the Company will     
become a reporting company under the Securities Exchange Act of 1934, and will  
be required to make quarterly Form 10Q and annual Form 10K filings. The         
quarterly reports will contain unaudited financial statements, and the annual   
reports, which will be furnished to shareholders, will include audited          
financial statements, as required pursuant to the SEC Rules and Regulations     
currently in effect.  The Company will file its required Form 10K for the       
fiscal year ending September 30, 2002.                                          

No dealer, salesman or any other person is authorized to give any information   
or to represent anything not contained in this Prospectus.  You must not rely   
on any unauthorized information or representations.  This Prospectus contains   
an Offer to Sell the Securities described herein, but only under circumstances  
and in jurisdictions where it is lawful to do so.  The information contained    
in this Prospectus is current only as of this date.                             

Until September 23, 2002 (25 days after the date of this Prospectus) all        
dealers effecting transactions in the registered securities, whether or not     
participating in this distribution, may be required to deliver a Prospectus.    
This requirement is in addition to the obligation of dealers to deliver a       
Prospectus when acting as Representatives and with respect to their unsold      
allotments or subscriptions.                                                    

Table Of Contents                                Page                           

Offering Summary                                   5                            

Risk Factors                                       6                            

Use of Proceeds                                   10                            

Determination of Offering Price                   11                            

Selling Security Holders                          11                            

Plan of Distribution                              11                            

Legal Proceedings                                 13                            

Management                                        14                            

Security Ownership of Certain Beneficial          16                            
Owners and Management                                                           

Description of Securities                         17                            

Interest of Named Counsel and Experts             19                            

Indemnification of Directors and Officers         19                            

Description of Business                           19                            

Management's Discussion and Analysis of           27                            
Financial Condition and Results of Operations                                   

Facilities and Description of Property            31                            

Certain Relationships and Related Transactions    32                            

Market for Common Equity and Related              34                            
Stockholder Matters                                                             

Executive Compensation                            36                            

Financial Statements                              36                            

OFFERING SUMMARY                                                                

The following is qualified in its entirety by the more detailed information     
appearing elsewhere in this Memorandum.                                         

The Company was organized under the laws of the State of Florida on May 25,     
2000 under its original name, eBIZnet.com Corporation.  In February, 2001 the   
Company amended its name to eBIZnet Corporation, then in August, 2001 to        
Merge Media, Inc.  The Company has conducted business operations, including     
the development of a business plan and corresponding Internet web site for      
engaging in the design, manufacture, marketing, sale, installation and          
support of computer products and related services, principally for use by       
small business customers in the retail market.  These computer products and     
services are specifically tailored to small business needs, including           
hardware, software, hosting, design and marketing.  The Company has generated   
revenue from its hosting and web design services, and from the design,          
installation and support of custom, enterprise-level computer hardware and      
networks.  The Company's initial Data Center facility has a current capacity    
of 50 racks with 2,100 servers, to provide 156,000 routes of access from the    
Data Center to major public and private interconnects.                          

Securities Offered.   The Company is offering, directly to investors, 50,000    
shares of its $0.001 par value Common Stock (the "Shares") and up to 1,000,000  
Redeemable Common Stock Purchase Warrants (the "Purchase Warrants") on a "best  
efforts" basis, pursuant to a Registration Statement filed with, and declared   
effective by, the Securities and Exchange Commission.  There is no minimum      
number of shares that must be sold for this Offering to be concluded.  The      
Company reserves the right to allocate or reject any subscription, in whole or  
in part, for any reason; any subscription not accepted will be returned as      
soon as practicable, without interest or deduction.  The failure to sell all    
of the Shares may negatively impact the Company's ability to complete all of    
its intended purposes.  The Company anticipates that some of its present        
shareholders may participate in purchasing Shares and/or Purchase Warrants      
being offered hereby.                                                           

 Common Stock.   The Company is authorized to issue 40,000,000 shares of
Common Stock, each of which having the par value of One Mill ($0.001).  Prior   
to this Offering there are 14,256,050 shares issued and outstanding; assuming   
the sale of all Shares being offered hereby, exclusive of the conversion of     
any of the Purchase Warrants, the Company will have 14,306,050 Shares of        
Common Stock issued and outstanding.  Each share has one vote in all matters    
required to be submitted to the stockholders for approval, including the        
election of directors.   See: "Description of Securities".                      

Redeemable Common Stock Purchase Warrants.  The Board of Directors has
authorized the Company to sell and issue Redeemable Common Stock Purchase       
Warrants at the price of $0.05 per Warrant, each of which entitles the Holder,  
upon the payment of the Exercise Price of $6.50, to exchange One Purchase       
Warrant for One Share of Common Stock.  The Purchase Warrants shall expire at   
3:00 PM on the last day of the 36th month from the Effective Date of this       
offering. The Board of Directors maintains the discretion to extend the         
duration of the Purchase Warrants and/or to decrease the Exercise Price at      
any time prior to their expiration.                                             

Use Of Proceeds.  The Company intends to use the net proceeds of this Offering  
to pay outstanding delinquent payroll taxes and for working capital purposes,   
including: product/services marketing, advertising, and promotion; continual    
web site development; administrative and officer salaries; general              
administrative expenses; sub-contract and consultants; and general Working      
Capital purposes.  If less than the maximum number of Shares is sold, the net   
proceeds may not be sufficient for the Company to attain all of its current     
goals; in such case, the Company may have to seek additional private or public  
financing, with no assurances that such financing would be available, or        
available upon terms and conditions that are acceptable to the Company.  Even   
assuming that the Company's public offering is successfully completed the       
Investors may find that there is no, or limited, liquidity for their            
investment in the Company.    See: "Use Of Proceeds".                           

Risk Factors/Dilution.  The Shares being Offered hereby involve a high degree   
of risk and involve immediate substantial dilution to the investors.            
See:  "Risk Factors".                                                           

This Offering shall terminate upon the sale of all of the shares being          
offered, or by order of the Board of Directors.  The Company undertakes to      
keep its SEC Registration Statement current until the securities being          
offered are sold, and as long thereafter as may be required.                    

Risk Factors          

In analyzing an investment in the Shares being offered, prospective private     
placement investors should carefully consider the following risk factors        
along with the other matters referred to herein:                                

1.  Relatively New Enterprise.  Although the Company has conducted business     
operations and generated revenues, it is a relatively new enterprise and is     
dependent upon this equity financing to pursue the enhancement of both its      
business plan and shareholders' value.                                          

2.  Substantial Additional Financing Required.   Upon completion of this        
Offering, not giving effect to the possible conversion of the Purchase          
Warrants, the Company will continue to have limited working capital, which      
may be insufficient to attain the Company's initial goals. In such case, the    
Company may be dependent upon its ability to obtain additional significant      
financing to fund its operations. Obtaining such financing may require          
additional private or public offerings, the success of which efforts cannot     
be assured.  Future debt financings, if successfully undertaken, will impose    
certain risks usually associated with indebtedness, including fluctuating       
interest rates, and the impact on cash flow from debt repayment.                
Starting during the year 2000 many Internet based organizations that had        
raised significant funds from private and public sources in the past were       
significantly impacted by the substantial decrease in market value of such      
companies.  This trend has had a severely negative impact on financing for      
new and established Internet based ventures.  Management does not make, nor     
intend to make, any assurances that the general problems facing the industry    
will not impact the Company.                                                    

3.  Industry Competition.  The Internet and the World Wide Web are              
technology based, and generally perceived as being in their infancy, yet        
there are millions of persons in the United States who have daily access to,    
and make use of, the Internet for continually increasing purposes.  The         
number of World Wide Web sites is growing at a rapid pace and the potential     
number of sites is infinite.  In addition to individuals, numerous small and    
mid-size companies and major entities provide similar services as the           
Company proposes.  There can be no assurance made, or intended, that the        
Company will successfully develop its business plan and conduct operations      
over the long term.                                                             

4.  Reliance upon Key Personnel.  The successful future operations of the       
Company may be dependent upon the ability of current and future management      
to attract and retain qualified persons to conduct the daily business           
operations.                                                                     

5.  Voting Control.   Upon completion of this Offering and for the              
foreseeable future, the voting control as represented by a majority of the      
outstanding shares will remain with the present stockholders.                   

6.  Best Efforts, No Minimum, Self-Underwritten Offering.   This Offering is    
being conducted by the Company directly to investors without an underwriter on  
a "best efforts" basis, pursuant to a Registration Statement filed with, and    
declared effective by, the Securities and Exchange Commission.  There is no     
minimum number of shares that must be sold for this Offering to be concluded.   
Although not assured, NASD member broker/dealers may participate as members of  
a selling group, or by introducing investors.  There are no present             
arrangements or commitments from any such firms.                                

7.  No Escrow Account For Proceeds.   The Investor/Subscriber funds from this   
Offering will be payable directly to the Company and deposited in a special     
bank account, to be held separate from the Company's working capital, until     
such time as the Company holds an official closing, in whole or in part, and    
issues Certificates representing shares sold to those investors whose           
subscriptions have been accepted, and whose funds have cleared the Federal      
Reserve banking system.  In the event that the Offering is canceled prior to    
acceptance of any particular subscriptions, all such funds received and not     
yet accepted shall be returned to the Subscribers.                              

8.  No Commitment To Purchase Shares.  There is no commitment by anyone to      
purchase any of the Shares offered hereby.  If all of the Shares are not        
sold, the Use of Proceeds will be altered to apply the funds in the order of    
priority as set by management.  Current shareholders who are not part of the    
Company's active management and who are not control shareholders, shall have    
the right to purchase Shares and Purchase Warrants in this Offering.            
Management and affiliates shall be limited to a maximum of 15% of the           
Offering.                                                                       

9.  Arbitrary Determination of Offering Price.  The Offering Price of the       
securities being offered hereby has been determined by the Company without any  
direct relationship to any established criteria of value.  Among the factors    
which may be considered in determining the Offering Price of securities are     
the nature of the Company's business operations as described in its             
Prospectus; the nature of the Industry in which the Company operates; the       
assessment of our management team; past and present earnings; future earnings   
prospects; the level of corporate development the Company has attained; and     
the general conditions of the securities markets at the time of this            
Offering, including market prices or valuations for similar public companies.   

10.  No Cash Dividends.  The Company has not paid, and does not anticipate      
the payment of cash dividends to shareholders until such time as it             
generates revenues and has sufficient working capital to conduct its            
business operations.  No assurance is intended that cash dividends will ever    
be paid to shareholders.  From time to time the Board of Directors may, in      
their discretion, declare stock dividends.                                      

11.  No Public Trading Market.  The shares being offered hereby will not        
have any federal securities transfer restrictions imposed under the Act; and    
it is anticipated such shares will be freely tradable under the applicable      
securities statutes of certain states in which "blue sky" qualification has     
been granted, and application will be made upon completion of this Offering     
for a listing in the Corporations Manual published by Standard & Poor's. No     
representations are made, intended, nor should any be implied, that an          
active public trading market for any of its securities will develop or          
continue for any specific length of time.  The failure to have an active        
trading market, or having one but with the Share price trading at less than     
the Offering Price may have a negative impact on the Company's ability to       
raise additional equity in the future.  While no assurances are made, intended  
or implied, the Company expects that an NASD member firm will submit a Form     
15c-211 to the NASD to obtain trading privileges for the Company's Common       
Stock on the OTCBB after the Offering is terminated.                            

12. Government Regulation.  As with all business entities including those       
specifically engaged in providing transfer services to public Issuers, the      
Company is subject to a wide range of Federal, state and local statutes,        
rules and regulations, including: Securities Acts of 1933 and 1934; Anti-       
Trust Laws; Labor Relations Laws; Federal and State Labor (Wage & Hour)         
Laws; the Americans With Disabilities Act, and the Occupational & Safety        
Health Administration (OSHA) and other government regulatory mandates.          

13.  No Assurances.  There are no assurances nor representations of any         
kind, express or implied, by the Company or Management, that the Company's      
business plan can successfully be developed or that the Company will be a       
viable business enterprise in the future.                                       

14. Financial Statements Raise Substantial Doubt Regarding The Company's        
Ability to Continue as a Going Concern.  The Company's financial statements     
are included in this Prospectus and have been prepared by independent           
auditor Ronald R. Chadwick, P.C., of Aurora, Colorado.  The financial           
statements have been prepared assuming that the Company will continue as a      
going concern.  As discussed in the financial statements, the Company has       
suffered recurring losses from operations and has a working capital             
deficiency that raise substantial doubt about its ability to continue as a      
going concern.  The Company is also in default on certain loans which could     
result in foreclosure on its retail assets and operations.  The financial       
statements do not include any adjustments that might result from the outcome    
of this uncertainty.                                                            

15.  Broad Discretion of Management In Use Of Proceeds.  All of the net         
proceeds from the sale of the Shares are to be used for the continual           
development of the Company's business operations, including operating           
expenses, administrative and officer salaries, advertising, marketing and       
promotion.  Such funds will be used in the sole discretion of management,       
upon whose judgment the Subscribers hereto must depend.   See: "Use of          
Proceeds".                                                                      

16.  Penny Stock Regulation. At any time that our share price (assuming an      
active trading market develops and is maintained) drops below $5.00, our        
securities would become subject to certain "penny stock" rules promulgated      
by the Securities and Exchange Commission.  Under such rules, broker/dealers    
who recommend purchase of these securities to persons other than their          
established customers and/or accredited investors, are required to obtain a     
written disclosure and agreement from the customer to make the transaction.     
The Commission's Regulations define "penny stock" as any equity security        
that has a market price of less than $5.00 per share or shares which result     
from the conversion of warrants or options at an exercise price less than       
$5.00, subject to certain exceptions.                                           

17.   Shares Eligible For Future Sale.  Upon completion of this Offering, we    
will have 14,306,050 shares of Common Stock outstanding, not giving effect to   
the conversion of any of the Purchase Warrants.  The presently issued and       
outstanding 14,256,050 shares are all restricted securities under the           
provisions of the Securities Act, and may only be sold in private               
transactions, or pursuant to the provisions of Rule 144, which generally        
provide that non-affiliates may sell such shares in the public market after     
a One Year holding period, subject to compliance with the Rule. The future      
sale of presently restricted shares may have a negative impact on the market    
and market price for the Company's securities.  All of the Shares being         
offered hereby, including the Shares which will be issuable upon the            
conversion of the Purchase Warrants, are registered under the Act and           
thereby are freely tradeable in the public market.                              

18.  Forward Looking Statements.  This Prospectus contains "forward-looking     
statements" which can be identified by the use of such words as "intend",       
"anticipate", "believe", "estimate", "project" or "expect" or similar           
statements.  The statements set forth in "Risk Factors" are cautionary          
statements meant to identify important factors, with respect to forward-        
looking statements, that could cause actual results to differ materially        
from those as forecast in such statements. All forward-looking statements in    
this Prospectus are expressly qualified in their entirety by the cautionary     
statements in this risk factor.                                                 

19. Immediate Substantial Dilution. Subscribers to this Offering will incur     
immediate and substantial dilution of their investment in the Company.          
Assuming the sale of all of the Shares and Purchase Warrants being offered,     
and the exercise of all of the Purchase Warrants, the Subscribers will          
acquire approximately 7% of the Common Stock, and will have contributed         
approximately 62% of the equity investment. This presents a risk that should    
be carefully evaluated by prospective subscribers.                              

Dilution        

The following table sets forth a comparison of the number and percentage of     
shares of Common Stock purchased from the Company, the amount and percentage    
of consideration paid and the average price per share, with respect to          
existing stockholders and the private placement investors:                      

$0.001 Par Value           Common Stock           
Common Stock          Total Consideration     

 Shares    Percent     Amount  Percent   Per Share
-----------------------------------------------------------------               
Existing                                                                        
Stockholders  14,256,050    93%     $4,197,134  38%       $0.29                 

New Investors  1,050,000     7%     $6,850,000  62%       $6.52                 
Sale of                                                                       
Common Shares                                                                 
and Warrants                                                                  
and Conversion                                                                
of all Purchase                                                               
Warrants                                                                      
-----------------------------------------------------------------               
15,306,050  100.00%   $11,047,134   100.00%         

   Use of Proceeds
Investment.                                                                     

The Company is offering, directly to investors, 50,000 shares of its $0.001     
par value Common Stock (the "Shares") at $6.00 per share and up to 1,000,000    
Redeemable Common Stock Purchase Warrants (the "Purchase Warrants") at $0.05    
per Purchase Warrant.  There is no minimum number of shares which must be sold  
for this Offering to be deemed effective.  The Investor/Subscriber funds from   
this Offering will be payable directly to the Company and deposited in a        
special bank account, to be held separate from the Company's working capital,   
until such time as the Company holds an official closing, in whole or in part,  
and issues Certificates representing shares sold to those investors whose       
subscriptions have been accepted, and whose funds have cleared the Federal      
Reserve banking system.  In the event that the Offering is canceled prior to    
acceptance of any particular subscriptions, all such funds received and not     
yet accepted shall be returned to the Subscribers.  This is a                   
self-underwritten Offering and no assurances are made or intended that any      
NASD member broker/dealer firm will participate in the distribution as members  
of a selling group or otherwise.  Although not assured, NASD member             
broker/dealers may participate as members of a selling group, or by             
introducing investors. There are no present arrangements or commitments from    
any such firms. Participating NASD member broker/dealer firms will receive      
commissions not to exceed 10%, and may receive a 3% non-accountable expense     
allowance, aggregating a maximum of 13% of the Offering Price.  Should any      
such NASD firms participate in the exercise of any of the Warrants, they may    
be compensated at the rate of 10% of the actual proceeds received by the        
Company from their efforts.  If such commissions are eventually paid, they      
shall be paid from the then working capital of the Company.                     

Use of Proceeds.                                                                

Without giving effect to the possible conversion of any of the Purchase         
Warrants, the Company anticipates gross proceeds of this Offering to be         
$350,000 if all of the shares and Purchase Warrants are sold.  Any proceeds     
that are not immediately disbursed by the Company may be deposited into         
interest bearing checking or money market accounts, or interest paying cash     
equivalents, selected by the Company.  Any future proceeds from the exercise    
of Purchase Warrants will be added to the general working capital of the        
Company, and shall be applied for corporate purposes by management in its       
discretion.  The following represents the Company's present intention and       
best estimates with respect to the use of the Offering proceeds.  The Company   
reserves the right to adjust its actual future expenditures in accordance       
with the facts and circumstances facing the Company at the time.                

              Amount      Percentage
              --------    ------------

Outstanding Payroll Taxes          $35,500       10.14%                         
Offering Costs(1)                   30,000        8.57%                         
Professional Fees - Auditing        20,000        5.71%                         
Advertising, Marketing & Promotion  50,000       14.29%                         
Sub Contract/Consulting Fees        52,000       14.86%                         
Continual Web Site Development      52,000       14.86%                         
General & Administrative Expense    57,000       16.28%                         
including: Office and                                                         
Officers' Salaries                                                            
Working Capital                     53,500       15.29%                         
-----------------------------------------------------------                     
TOTALS                           $ 350,000      100.00%                         

(1) Offering Costs - printing fees, related office expenditures, etc.  Costs    
shown do not include discounts or sales commissions and the non-accountable     
expense allowance to be paid to the participating NASD member securities        
broker/dealers. Such additional costs and commissions, if incurred, will be     
paid from general working capital funds.                                        

Determination of Offering Price 

The Offering Price of the securities being offered hereby has been determined   
by the Company without any direct relationship to any established criteria of   
value.  Among the factors which may be considered in determining the Offering   
Price of securities are the nature of the Company's business operations as      
described in its Prospectus; the nature of the Industry in which the Company    
operates; the assessment of our management team; past and present earnings;     
future earnings prospects; the level of corporate development the Company has   
attained; and the general conditions of the securities markets at the time of   
this Offering, including market prices or valuations for similar public         
companies.                                                                      

Selling Security Holders  

No security holders of the Company are currently offering securities for        
sale.                                                                           

    Plan of Distribution - Self-Underwriting

The Company is offering, directly to investors, up to 50,000 shares of its      
$0.001 par value Common Stock (the "Shares") and up to 1,000,000 Redeemable     
Common Stock Purchase Warrants (the "Purchase Warrants") on a "best efforts"    
basis, pursuant to a Registration Statement filed with, and declared effective  
by, the Securities and Exchange Commission.                                     

NASD member securities broker/dealers who may participate in a selling-group,   
if any, of the Company's securities being offered hereby shall be paid          
commissions not to exceed 10%.  The Company may agree to pay such               
selling-group members a non-accountable expense allowance not to exceed 3%.     

The Company's shareholders have agreed to a Lock-up Agreement stating that      
it is the Company's shareholder's understanding and agreement that, without     
the prior consent of the Underwriter, none of the shares owned of record or     
beneficially by the Company's shareholders shall be sold in the public          
marketplace for a period of 12 months from the Effective Date of this           
Registration.  At any time during the Lock-Up period, if the public trading     
market can readily absorb said shares without negatively impacting the          
Company's share price, the Underwriter agrees that it will authorize the sale   
of some or all of the the Company's shareholder's shares which may then         
legally be sold in compliance with Rule 144.  The Company's shareholders have   
agreed that they will give the Underwriter the right to act as the broker for   
the sale of such shares, on either a principal or agency basis.  The            
Company's shareholders have acknowledged that the Lock-Up Agreement is being    
entered into to benefit the Company and all of its shareholders by helping to   
assure that the Underwriter can maintain a fair and orderly trading market      
for the shares offered pursuant to this Registration, although no assurances    
are made or intended that such an orderly public market can be initiated        
and/or maintained.                                                              

The Lock-up Agreement was written when the Company had intended to use          
Independent Securities Investors Corporation, 1876 N. University Dr.,           
Suite 200D, Plantation, FL 33322-4131, to act for the Company as the            
Underwriter of the Company's proposed Initial Public Offering.  The Company     
has not engaged an Underwriter, and instead has determined to conduct a         
self-underwritten Offering.  Management anticipates, although it provides no    
assurances, that one or more NASD member securities broker/dealer firms may     
participate in a selling-group and introduce public investors to the Company's  
Offering.                                                                       

  Plan of Distribution - Shares Eligible for Future Sale

Upon completion of this Offering, assuming the sale of all Shares being         
offered hereby, exclusive of the conversion of any of the Purchase Warrants,    
the Company will have 14,306,050 shares of Common Stock outstanding; of which   
only the shares sold in this Offering will be freely tradeable without          
restriction or further registration under the Securities Act of 1933 (the       
"Securities  Act"), unless held by "affiliates" of the Company, as that term    
is defined in Rule 144 of the Securities Act ("Affiliates").                    

The remaining 14,256,050 shares of Common Stock are "restricted securities"     
within the meaning of Rule 144 under the Securities Act and were issued and     
sold by the Company in private transactions and may be publicly sold only if    
registered under the Securities Act or sold in accordance with an applicable    
exemption from registration, such as provided by Rule 144.                      

In general, under Rule 144, as currently in effect, a person (or persons        
whose shares are aggregated) who has beneficially owned restricted shares for   
at least one year, as well as persons who may be deemed Affiliates, will be     
entitled to sell in any three-month period a number of shares that does not     
exceed the greater of (i) 1% of the then  outstanding shares of Common Stock    
or (ii) the average weekly trading volume of the Common  Stock during the       
four calendar weeks immediately preceding the date on which notice of the       
sale is filed with the Securities and Exchange Commission. Sales pursuant to    
Rule 144 are also subject to certain other requirements relating to manners     
of sale, notice and availability of current public information about the        
Company.  A person (or person whose shares are aggregated) who is not deemed    
to have been an Affiliate at any time during the three months immediately       
preceding the sale is entitled to sell restricted shares pursuant to Rule       
144(k) without regard to the limitations described above, provided that two     
years have expired since the later of the date on which such restricted         
shares were first acquired from the Company or from an Affiliate.               

The Company cannot predict the effect, if any, that sales of shares of Common   
Stock, or the availability of such shares for sale will have on the market      
price prevailing from time to time. Sales of substantial amounts of Common      
Stock in the public market could adversely affect prevailing market prices.     

Legal Proceedings   

As stated in the financial statements included in this Prospectus as audited    
by independent auditor Ronald R. Chadwick, P.C., of Aurora, Colorado, the       
Company has suffered recurring losses from operations resulting in a working    
capital deficiency that raise substantial doubt about its ability to continue   
as a going concern.  The Company is also in default on certain loans which      
could result in foreclosure on its retail assets and operations.  To meet       
working capital needs and to fund business operations, the Company plans to     
raise capital through accessing public markets, and through increasing the      
sales of its Internet services, data storage services and retail products.      
The financial statements do not include any adjustments that might result       
from the outcome of this uncertainty.                                           

As stated in those financial statements, during the year ending September 30,   
2001 the Company incurred liabilities for a bank overdraft in the amount of     
$7,701, accrued payables in the amount of $193,958, related party payables of   
$339,638 and notes payable of $260,760.  During the first three-quarters of     
the fiscal year ending September 30, 2002 the Company incurred liabilities      
for accrued payables in the amount of $379,846, related party payables of       
$603,806 and notes payable of $260,760.  The Company has approximately          
$35,000 in delinquent payroll taxes outstanding (See: "Use of Proceeds").       
The effect on the Company of any enforcement actions by regulatory agencies     
to collect such taxes, while none are currently pending, is unknown at the      
present time.                                                                   

Of those incurred liabilities, the only associated pending legal proceeding     
involves the notes payable of $260,760.  The Company is currently in default    
on its notes payable, giving the lender the option of foreclosing on the        
Company's retail assets.  On June 6, 2002, the holder of those notes, Breit     
Enterprises, Inc., filed a Complaint in the Circuit Court of the 17th Judicial  
Circuit, Broward County, Florida, against First Financial Network, Inc. and     
Willis Hale.  Breit Enterprises, Inc. is seeking relief of $282,275 as the      
remaining payments on the notes, plus interest, attorneys' fees, costs, and     
other relief as the Court deems proper.  The Company intends to defend the      
action on the grounds of misrepresentation by the holder of the notes.  The     
Company has made no expense provisions or asset impairments pursuant to the     
action.  Those notes were originally taken out to allow for the purchase,       
from Breit Enterprises, Inc., of retail and business assets by a corporation    
under common control, First Financial Network, Inc., whose sole Director and    
Officer is also the Director, CEO and President of the Company, Willis Hale.    
As discussed in Certain Relationships and Related Transactions, infra, the      
Company issued 600,000 common shares to First Financial Network, Inc. in        
exchange for assets and all the outstanding common stock of Microbytes          
Computer Centers, Inc., the corporation under the control of Breit              
Enterprises, Inc. who provided the assets in exchange for the notes.  Willis    
Hale is a named defendant by virtue of having signed a guarantee of all         
liability on the notes.  The notes payable are secured by a portion of the      
Company's retail assets, therefore because of that securitization arrangement   
the Company recognizes the notes payable as a liability and lists itself as     
the debtor on those notes in the financial statements included in this          
Prospectus.  According to those financial statements, the Company's             
anticipated liability is $260,760 on those notes, $21,515 less than the         
amount sought in the Complaint due to alleged accounting errors on the part     
of Breit Enterprises in receiving previous payments on those notes.             

Directors and Officers - Executive Management 

The Directors and Officers of the Company as of August 29, 2002 are as          
follows:                                                                        

Name           Age            Position
------         -----          ----------
     Willis Hale         49      Director, CEO/President
Harold Rice         60             Director   
      Regina Boyer        41     V.P. Operations/Secretary

Our management has the demonstrated ability to identify, evaluate and           
decisively move on the emerging trends and opportunities within the rapidly     
changing Internet and general business economy.   This team provides the        
necessary keys to our anticipated Internet growth: operating capital,           
management expertise and passionate involvement.                                

Willis Hale, founder, has served as Chairman of the Board and CEO/President     
since the inception of the Company.  Since 1999 he has served as President and  
Director of BizNet Group, Inc. and First Financial Network, Inc., corporations  
that own 6.5% and 53.5%, respectively, of the Company's stock after this        
offering.  From 1993 through 1998 he was an independent corporate business and  
technology development consultant providing services to a variety of public     
and private entities, directing technology development and general business     
development.  In 1983 he founded Visual Design Industries, and served as CEO    
until 1993, engaged in providing design and manufacturing of a variety of       
products.  Mr. Hale was the founder and CEO of Heads-Up Beverage Systems in     
1983.  In 1976 he founded and until 1983 served as CEO of Energy Conservation   
Services (Pensacola, FL), a manufacturer of in-wall insulation and other        
energy efficiency products.  Mr. Hale served as an officer in the U.S. Navy     
from 1973 - 1976, and is a 1976 graduate of the University of West              
Florida-Business Administration.  He received a B.S. in Environmental           
Engineering from the University of Tennessee in 1971.                           

Harold Rice has served as a Director of the Company since its inception.        
After receiving his Masters degree from the University of Missouri School of    
Administration, Mr. Rice founded and is the president of Midwest Accounting     
and Tax Service in Kansas City, MO.  He later founded and is CEO of the         
American Exchange Network, the largest trade exchange in Kansas City.  He was   
also a founding member of the National Association of Trade Exchanges, and      
recently completed a three year term as a member of their Board of Directors,   
as well as a one year term as their corporate treasurer. Mr. Rice has spent     
almost 20 years in the Barter Industry and has designed the software and/or     
internal accounting systems for many of the other trade exchanges in the        
country.                                                                        

Regina Boyer, V.P. of Operations and Secretary, has been with the Company       
since 1999.  From 1997 to 1999, Ms. Boyer served as a Member of the Executive   
Secretariat for the XIII World Congress of Cardiology, headquartered in Rio     
de Janeiro, Brazil.  Fluent in English, Portuguese and Spanish, Ms. Boyer is a  
graduate of Anglo-American University in Rio de Janeiro, having received her    
B.A. in International Business in 1982.                                         

Other Employees   

Brian Bray, Information Technology Manager, is a partner in several advanced    
core computer consulting firms as well as a major stockholder in the tech       
sector.  An expert at leveraging current paradigm shifts in knowledge           
creation, Mr. Bray is a key component of the Company's planning and             
development and is currently pursuing a Doctorate of Philosophy in              
Information Science from Florida Atlantic University.                           

Frank Corsi, Network Architecture Manager, supervises design and operation of   
the technical aspects of the Company's planned and operational Internet data    
center facilities.  Dedicated to Internet technology development since 1994,    
Mr. Corsi has overseen the implementation of numerous Internet data center      
facilities in South Florida.  He specializes in cold fusion application         
development, enterprise-level network configuration and management, and         
e-commerce payment systems.  Other areas of expertise include database          
operation, circuit installation, linux, web hosting and intranet application    
design.  Mr. Corsi received his education in electronics from the Tampa         
Technical Institute in Tampa, Florida.                                          

David Dimlich, House Counsel, manages the legal affairs of the Company and      
oversees implementation of the Company's policies and practices.  Mr. Dimlich   
specializes in providing counsel to start-up telecommunications companies,      
having previously served as Counsel for three start-up telecommunications       
companies in South Florida since 1998.  From 1994 to 1998, he practiced         
corporate law for Senco Products, Inc., in the fields of labor law, products    
liability, antitrust, intellectual property, contracts and corporate process    
management.  Mr. Dimlich received his B.A. in Government from Dartmouth         
College and his J.D. from the University of Cincinnati College of Law.  Since   
1994 he has been engaged in the private practice of law in Cincinnati, Ohio,    
primarily in transactional and corporate areas.                                 

Carol Gassmann, Technology Development Manager, is responsible for application  
integration, networking and web development.  She is the former founder of      
Compusure Computer Services and GemSoft, a software development company.        
Ms. Gassmann excels in advanced technology and program development adding       
tremendous value to the Company.  She has created a proprietary Time and        
Billing Software application to be incorporated throughout the organization,    
its products and services.  Ms. Gassmann attended Florida Atlantic University   
and has studied in both London and Costa Rica.                                  

Marco Silva, Programming Manager, has been a Senior Developer and Programmer    
with the Company since September 2000.  Mr. Silva has more than 16 years of     
experience designing and implementing software development processes, as well   
as expertise in C/C++, PHP, ASP, SQL Server, JavaScript, and COM/ATL.  Other    
specialties include formware, video/audio and television, firmware, software    
for video/audio, and research and development.  From 1991 to 2000, he worked    
for Rede Globo Television, Brazil, as a software engineer, technical analyst    
and programmer.  While working in the Globo Television research and             
development department, Mr. Silva studied all new development technologies,     
including development methodologies, test methodologies and project             
management, and studied and implemented emerging technologies such as COM/ATL.  

There are no family relationships among any of the directors or executive       
officers of the Company.  The Company has made significant investments in its   
employees in order to increase their technical knowledge and enhance the        
Company's value added portfolio.                                                

Employees                                                                       
In addition to the management team, as of August 29, 2002 the Company has       
8 employees.   Of these, 3 were engaged in technology development information   
processing services, 4 were engaged in customer support, and 1 was engaged in   
general administration.  The Company has no collective bargaining agreement     
in place and believes that its relationship with its employees is good.         
The Company will hire additional employees as required on a continual basis     
to effectuate the Company's business plans.                                     

Security Ownership of Certain Beneficial Owners and Management  

The following amended table sets forth as of the date hereof the number of      
shares of the Company's outstanding Common Stock beneficially owned by each     
of the Company's directors, officers and other stockholders owning of record    
and or beneficially, 5% or more of its Common Stock:                            

                  Common    Before       After      Series I       Percent
      Shares   Offering     Offering   Convertible
                                        Preferred Shares
-----------------------------------------------------------------------------   
BIZnet Group, Inc.   1,000,000   7%          6.5%          --            --     
1450 S. Dixie Hwy.                                                            
Boca Raton, FL                                                                
33432                                                                         

First Financial      8,200,000  57.5%       53.5%       600,000          75%    
Network, Inc.                                                                 
1450 S. Dixie Hwy.                                                            
Boca Raton, FL                                                                
33432                                                                         

Harold Rice             50,000   0.35%       0.33%         --            --     
912 E. 63rd St.,                                                              
Suite 200                                                                     
Kansas City, MO                                                               
64110                                                                         

Regina Boyer            50,000   0.35%       0.33%         --            --     
1845 NW 4th Ave. #23                                                          
Boca Raton, FL                                                                
33432                                                                         
-----------------------------------------------------------------------------   
As a Group                                                                      
Officers                                                                      
and Directors       9,300,000  65.2%       60.66%      600,000          75%   

The above named stockholders may be deemed 'promoters', and/or 'affiliates'     
of the Company as defined under the Act.                                        

BizNet Group, Inc. is a public company presently listed for trading in the      
Pink Sheets (symbol BIZN), having minimal sporadic trading history for the      
past several years.  The two Officers and Directors of BizNet Group, Inc. are   
Harold Rice and Willis Hale, who are are a Director and the                     
Director/CEO/President of Merge Media, Inc., respectively.  First Financial     
Network, Inc. is also a company under common control, whose sole Director and   
Officer is Willis Hale.                                                         

Description of Securities   

Common Stock.   The Company is authorized to issue 40,000,000 shares of         
Common Stock, par value of $0.001 per share.  The holders of Common Stock are   
entitled to one vote for each share held on all matters submitted to a vote     
of shareholders.  Holders of Common Stock are entitled to receive ratably       
such dividends, if any, as may be declared by the Board of Directors out of     
funds legally available therefor, subject to any preferential dividend rights   
of outstanding Preferred Stock.  Upon a liquidation, dissolution or winding     
up of the corporation, the holders of Common Stock are entitled to receive      
ratably the net assets available after the payment of all debts and other       
liabilities, and subject further only to the prior rights of any outstanding    
Preferred Stock. The holders of Common Stock have no preemptive,                
subscription, redemption or conversion rights. The outstanding shares of        
Common Stock are, and the shares offered herein will be, when issued and paid   
for, fully paid and non-assessable.  Cumulative voting in the election of       
directors is not permitted and the holders of a majority of the number of       
outstanding Shares will be in a position to control the election of             
directors, at a general shareholder meeting, and may elect all of the           
directors standing for election.  The Company has no present intention to pay   
cash dividends to the holders of Common Stock.                                  

Preferred Stock.  The Company is authorized to issue up to 5,000,000 shares     
of Preferred Stock as follows:  i) 1,000,000 Shares are designated as Series    
I, $0.001 par value Convertible Preferred Stock, with each share convertible    
into three shares of $0.001 par value Common Stock; and ii) 4,000,000 shares    
of no par value, undesignated Preferred Stock.  All shares of the designated    
and the undesignated Preferred Stock are issuable on such other terms and       
conditions as the board may determine at or prior to issuance, without          
further action of the stockholders.  Such preferred shares may or may not be:   
issued in series, convertible into shares of Common Stock, redeemable by the    
corporation and entitled to cumulative dividends.  Other terms and conditions   
may be imposed at the time of issuance.  Should some or all of the              
outstanding or future issues of convertible preferred stock be exchanged for    
shares of Common Stock, the resulting increase in the number of issued and      
outstanding Shares may or may not have a depressive effect on the market        
value of the Common Stock.  Unless specifically issued without such rights,     
the holders of Preferred Stock are entitled to one vote for each share held     
on all matters submitted to a vote of shareholders.                             

Preferred Shares Currently Issued and Outstanding.  On May 30, 2000 the         
Company issued 600,000 shares of its Series I $0.001 par value Convertible      
Preferred Stock to First Financial Network, Inc., whose sole Officer and        
Director is Willis Hale, Director, CEO and President of the Company, in         
exchange for services he provided encompassing the formulation of the           
Company's business organization, development of its business plan and           
operations, and direct cash payments of obligations to third parties.  During   
the period from May 25, 2000 (the Company's inception) to September 30, 2000    
the Company issued 200,000 shares of its Series I $0.001 par value              
Convertible Preferred Stock to the Company's founders and certain consultants   
who participated in the formation of the Company and in the preparation of      
its business plan.                                                              

Each of the Series I Convertible Preferred shares presently issued and          
outstanding may be exchanged at any time after two years from the date of       
issuance, without further consideration, for three shares of the $0.001 par     
value Common Stock, assuming that one of the following additional occurs: i)    
the Company raises at least $3.0 million equity from public or private          
sources; or, ii) the Company attains a NASDAQ listing (not including the OTC    
BB) or a listing on any registered national stock exchange; or, iii) the        
Company attains annual gross revenues of $6 million dollars.                    

In the event of the change of control of the Company, the Series I              
Convertible Preferred shares shall automatically be converted into Common       
Stock.  In the event that all outstanding Preferred shares are converted        
there will be an additional 2,400,000 shares of Common Stock issued to the      
present control shareholders of the Company.                                    

Redeemable Common Stock Purchase Warrants.  Shortly after Closing of the        
Offering, the Company will issue certificates representing the Redeemable       
Common Stock Purchase Warrants that are being offered at $0.05 per Purchase     
Warrant. The Purchase Warrants will terminate at 3:00 PM on the last day of     
the 36th month from the Effective Date of this Offering. Until such             
termination, the Holders can, if they want,  convert each Purchase Warrant      
into One share of Common Stock on the payment of the sum of $6.50 and           
delivery of the Purchase Warrant certificate duly endorsed to the Company.      
The Board of Directors has reserved the right to "call" or redeem the           
Purchase Warrants, provided that the "bid" market price of the Common Stock     
trades in excess of $7.00 for 20 consecutive trading days immediately prior     
to the notice of redemption. This means that assuming the bid price of our      
shares is higher than $7.00 for those 20 trading days, the Company has the      
option to give all Purchase Warrant Holders written notice that during a 30     
day period each Holder can exercise their conversion option and deliver the     
Warrant Certificate and payment in full (number of Warrants being converted     
multiplied by the exercise price of $6.50) to the Company in exchange for the   
appropriate number of shares of Common Stock.  If the Holders take no action    
their Purchase Warrants will expire worthless at the end of the 30 day          
period.                                                                         

Transfer Agent.  The Company will act as its own transfer agent.  The Company   
has filed Form TA-1 with the Securities and Exchange Commission, and has        
developed a proprietary securities transfer database system for the purpose of  
recording stock transfers and maintaining a current Stockholders List.          

Interest of Named Counsel   

Certain legal matters with respect to the validity of the Common Stock offered  
hereby will be reviewed for the Company by House Counsel David Dimlich of       
Cincinnati, Ohio, who is an employee of the Company.                            

Named Experts     

The financial statements included in this Prospectus have been examined by      
Ronald R. Chadwick, P.C., of Aurora, Colorado, independent Certified Public     
Accountant, as set forth in his report included herein, and such statements     
are included in reliance upon such report and upon the authority of said        
individual as an expert in accounting and auditing.                             

Indemnification of Directors and Officers     

Merge Media, Inc. has authority under the Florida Statutes, including but not   
limited to Florida Statute 607.0850, to indemnify its Directors and Officers    
to the full extent provided for in such statutes. The Company's Articles of     
Organization and Bylaws provide that the Company shall indemnify its Officers   
and Directors to the fullest extent not prohibited by law.                      

The Florida Business Corporation Act provides that in discharging his or her    
duties and determining what is in the best interests of the Company, a          
director may consider such factors as the director deems relevant, including    
the long-term prospects and interests of the Company and its shareholders and   
the social, economic, legal or other effects of any proposed action on the      
employees, suppliers or customers of the Company, the community in which the    
Company operates and the economy in general. Consequently, in connection with   
any proposed action, the Merge Media, Inc. Board of Directors is empowered to   
consider interests of other constituencies in addition to the Company's         
shareholders, and directors who take into account these other factors may       
make decisions which are less beneficial to some, or a majority, of the         
shareholders than if the law did not permit consideration of such other         
factors.                                                                        

Disclosure of Commission Position of Indemnification    
for Securities Act Liabilities    

Insofar as indemnification for liabilities arising under the Securities Act     
of 1933 (the "Act") may be permitted to directors, officers and controlling     
persons of the small business issuer pursuant to the foregoing provisions, or   
otherwise, the small business issuer has been advised that in the opinion of    
the Securities and Exchange Commission such indemnification is against public   
policy as expressed in the Act and is, therefore, unenforceable.                

Description of Business   

Merge Media, Inc. ("the Company") was organized under the laws of the State     
of Florida on May 25, 2000 under its original name, eBIZnet.com Corporation.    
In February, 2001 the Company amended its name to eBIZnet Corporation, then     
in August, 2001 to Merge Media, Inc.  The Company's business objective is to    
become an innovative, technology-driven company specializing in the Internet    
and providing business solutions to small and medium-sized businesses.  The     
Company has conducted business operations, including the development of a       
business plan and corresponding Internet web site for engaging in the design,   
manufacture, marketing, sale, installation and support of computer products     
and related services, principally for use by small business customers in the    
retail market.  These computer products and services are specifically           
tailored to small business needs, including hardware, software, hosting,        
design and marketing.  The Company also provides related Internet Business-     
to-Business solutions and software applications as a complementary service      
offering.  The Company's initial Data Center facility has a current capacity    
of 50 racks with 2,100 servers, to provide 156,000 routes of access from the    
Data Center to major public and private interconnects.                          

The Company has successfully designed and manufactured its own range of         
computer hardware products, marketed under its own brand name, "eBIZnet".       
EBIZnet products are designed specifically for workstation and server           
platforms and can be customized to meet specific customer requirements.         

The Company's strategy is to market, sell, install and support computer         
products and related services via online and retail location distribution       
methods, under the name "eBIZnet Business Resource Centers".  The Company       
will position the eBIZnet Business Resource Centers to become specialty         
retailers of the Company's application-specific computer products, custom-      
designed and built in-house.  The eBIZnet Business Resource Centers will also   
provide hosting, design and marketing services to individuals and business      
customers.  In addition to the extensive array of products and services         
available at the eBIZnet Business Resource Centers, the Company's online        
store will feature authoritative and compelling content, competitive pricing,   
an easy-to-use navigational interface and a variety of value-added services.    
The Company will also market its products through independent distributors.     

Competitive Business Position                                                   

An increasing number of small businesses are seeking technology solutions to    
achieve competitive advantages, and also rely upon such solutions for           
mission-critical business processes.  The need to access and distribute data    
on a real-time basis throughout an organization and between organizations has   
led to the rapid growth in network computing infrastructures, which connect     
numerous and geographically dispersed end users via local and wide area         
networks. This growth has been driven by the emergence of industry standard     
hardware, software and communications tools, as well as the significant         
improvement in the performance, capacity and utility of such network-based      
equipment and applications.                                                     

Small businesses are progressively turning to networked computer systems with   
customized applications for these requirements.  The Company will respond to    
this rising demand by offering its products in the form of a single, custom-    
configured system or network, in order to differentiate itself from certain     
competitors who strictly provide hardware, or hardware and software.  This      
trend allows the Company to provide system-wide solutions to its customers,     
incorporating a variety of computer products and services.                      

The Company will seek to further differentiate the eBIZnet Business Resource    
Centers and establish their foundation for growth by emphasizing the            
following strategic elements:                                                   

ONE-STOP SHOP.  Each eBIZnet Business Resource Center will serve as a central   
retail location for individual and business customers to purchase computer      
hardware and software, as well as hosting, design and marketing services, and   
related products and accessories.                                               

QUALITY IN-STORE SERVICE.  The Company believes that it will be able to         
attract and retain customers by providing a high level of service,              
consultation and satisfaction through the eBIZnet Business Resource Centers,    
and by educating its customers as to the many benefits and advantages of the    
services and products offered by the Company.                                   

COMPETITIVE PRICING/VALUE TO CUSTOMERS.  eBIZnet Business Resource Centers      
will offer savings to its customers by providing individualized solutions       
designed to meet the customers' particular needs.  The Company will also        
offer competitive pricing on products and accessories.                          

ATTRACTIVE STORE DESIGN AND LAYOUT.  The design and layout of the eBIZnet       
Business Resource Centers will be visually appealing and inviting, and          
functional in its presentation of the services and products to be offered.      

QUALITY MANAGEMENT AND EMPLOYEES.  The Company will attract, develop and        
motivate its employees through competitive compensation, benefits and bonus     
programs, comprehensive training programs, and defined career paths and         
advancement opportunities.  The Company will establish a Market Development     
Plan, under which the Company will hire a Market Developer in each geographic   
market where the Company intends to establish eBIZnet Business Resource         
Centers.  These Market Developers will be selected on the basis of their        
retail operating experience, knowledge of the Company's proposed business and   
of the particular geographic market, and they will be responsible for           
overseeing and managing the development of the eBIZnet Business Resource        
Centers within their respective geographic markets, including financial         
performance, store operations, product and service pricing, and promotional     
activities.  Market Developers will be compensated based upon the financial     
performance of the eBIZnet Business Resource Centers under their supervision.   
The Company believes that its Market Development Program will provide           
incentive to the Market Developers to actively manage and develop eBIZnet       
Business Resource Centers and dedicate Company resources to maintaining the     
goodwill of the Company's customers, which will enhance the Company's ability   
to open new eBIZnet Business Resource Centers.                                  

Products and Services                                                           

The Company's goal is to develop and grow its customer base through existing    
product and service offerings, and to add business operations that will         
compliment existing products and services.  The Company's strategy is to        
utilize management's experience and relationships to develop and grow the       
business by expanding the supplier base and adding customers.  As the           
Internet is shaped by evolving technologies and newly available services, the   
Company will aggressively offer new products and services to allow its          
customers to more fully utilize the Internet's potential.                       

Hardware - The Company has successfully developed its own range of computer     
hardware and related products, marketed under its own brand name, "eBIZnet".    
EBIZnet products are designed specifically for workstation and server           
platforms and can be customized to meet specific customer requirements.         

This line of application-specific computer hardware products are custom-        
designed and built in-house.  Hardware included in these systems may include,   
among other items, personal computers and PC workstations (including            
monitors, disk drives and memory), peripherals including modems, printers and   
scanners, network file servers, power supplies, network interface cards and     
cabling.                                                                        

The Company sells customized hardware in order to realize higher gross          
profits associated with the sale of the Company's own brand of computers.  As   
a convenience to customers, the Company will also offer a selection of          
computer accessories such as computer cables, computer mouse pads, diskettes,   
surge protectors and other miscellaneous accessories.                           

Software - The Company's dynamic team of programmers specialize in developing   
information systems and E-commerce applications, and can develop pure web-      
based applications as well as mixed software systems having both                
Internet/Intranet and Client/Server components.  The programming team does      
not limit itself to specific development environments, because it realizes      
that different projects may require different operating systems, database       
engines and programming tools.  Operating systems installed by the Company      
typically allow customers to migrate to different hardware and software         
technologies and to upgrade to new releases of application software.  The       
Company also offers an assortment of brand name computer software titles,       
including operating systems, application software and networking software,      
from a variety of vendors.                                                      

Hosting - The Company offers Internet web site hosting services through its     
subsidiary Secured Data Services, Inc. to businesses and individuals who want   
to create their own web sites without maintaining their own web servers and     
high-speed Internet connections.  This web hosting service features state-of-   
the-art servers for high speed and reliability, high quality connections to     
the Internet, specialized customer support services and advanced services       
features, such as secure transactions and site usage reports.                   

Organizations of all sizes and in all sectors are realizing the need to         
maximize their online presence, however in-house web server hosting             
facilities are traditionally inadequate and costly to establish and maintain.   
Frequent technology upgrades, staff training, and purchasing new hardware and   
software are just some of the expenses and hassles associated with              
maintaining a web server in-house.  Increasingly, private and public sector     
organizations are realizing that outsourcing their Internet operations is the   
smart choice.                                                                   

The Company's web hosting services are offered in various price and usage       
plans designed to meet the needs of small business customers.  Through the      
binding of customers to recurring monthly or yearly hosting and maintenance     
contracts, the Company encourages its customers to update their web sites       
frequently, keep their information current, and adapt their site to the         
changing need of their customers.  For an additional fee, the Company will      
help its customers create and design the pages for their web site, and will     
register a personalized domain name for their web site.                         

Domain Name Registration: Internet addresses (or "Domain Names") are unique     
addresses assigned to individuals and/or businesses through the Internet        
community.  The most common form of addresses are those for Internet web        
sites.  For an additional fee, the Company will offer these registration        
services to its customers.                                                      

Collocation: The Company also offers collocation services, which is a form of   
outsourcing where customers can store their data and equipment, such as         
network servers, in the Company's secure facilities and still retain instant    
24/7 electronic access.  The Company gives customers reliable access to their   
equipment through dedicated connections to telecommunications infrastructure    
hubs.  Collocation services are offered in various price and usage plans        
designed to meet the needs of small business customers.                         

Data Center: The Company operates a Data Center facility of 4,728 square        
feet, located at 184 N.E. 168th St., North Miami Beach, FL 33162.  The Data     
Center's current capacity is 50 racks, containing 2,100 servers, providing      
156,000 routes of access from the Data Center.  The data center facility is     
powered by a computer controlled uninterruptible power supply that provides     
enterprise-level battery backup, surge protection and power conditioning.  An   
automatic onsite 550 kVA diesel generator provides power for prolonged power    
outages.  The Data Center facility is custom-designed with raised floors,       
HVAC temperature control systems, advanced smoke detection and fire             
suppression systems, and 24/7 secured access with security breach alarms.       
The Data Center's strategic location in Miami, one of the major Internet hubs   
in the world, provides close proximity to major public and private              
interconnects in order to maximize connectivity rates and overall network       
performance.                                                                    

The Company's systems and network infrastructure is designed to provide         
reliability and speed.  Reliability is achieved through redundancy in mission   
critical systems that minimizes the number of single points of failure.         
Speed is achieved through clustered systems, diverse network architecture,      
multi-peered Internet backbone connections and aggressive load balancing.       
The benefits of this architecture include substantially reduced capital         
expenditures, lower operating costs and reduced exposure to technological       
obsolescence.   The Company's network also incorporates safety features to      
separate internal data from external sources and provides protection against    
catastrophic network failure.                                                   

Consulting - The Company's consulting services will provide customized          
assistance to customers with unique architecture, deployment or maintenance     
requirements.  These services include performance tuning, site architecture     
assessment, migration planning, capacity planning, disaster recovery planning   
and database optimization.  Our consulting services will assist customers who   
have limited resources or lack Internet and technical expertise.  The           
Company's consulting services will play an increasingly important role in       
supporting the implementation and maintenance of complex web sites and web-     
based applications.                                                             

Design - The Company offers services encompassing the design, creation, and     
maintenance of Internet web sites for individuals and businesses.               

Customer Service - Customer service and satisfaction are important facets of    
the Company's success and business strategy.  High levels of customer service   
and support are necessary to retain and expand our customer base.  We monitor   
orders from the time they are placed through delivery by providing numerous     
points of electronic, telephone and personal communication to customers, and    
by confirming all orders and shipments by e-mail.                               

Marketing - The Company's marketing department will help small businesses       
develop marketing plans that will identify and target their optimal clients,    
using a blend of traditional print and Internet strategies.  The Company will   
also help small businesses develop and operate proprietary commercial           
Internet web sites to advertise their products and services.  Revenues are      
anticipated from the subsequent sale of a variety of associated products,       
merchandise and services that our customers will need to manage their web       
sites.                                                                          

Small Business Resource Communities: As part of its marketing services for      
businesses, the Company will establish an on-line Small Business Resource       
Community enabling small and medium businesses to rapidly join and share in     
the efficiencies and profits of the "Internet revolution."  We believe that     
given the current and potential volume of small and medium-sized businesses     
eager to capitalize on the commerce-facilitating aspects of the Internet,       
there exists a need for an online Business Resource Community that will help    
them establish such a presence.                                                 

An interactive business community is an interactive online forum through        
which a member may explore important facets of doing business.  Members will    
navigate through articles, case studies, live discussions, message boards and   
links to researched and other proven resources.  Members are actively           
encouraged online to interact with industry professionals and one another,      
exchanging ideas and proven methods for success.  Members may post questions    
to other members, ask questions and obtain suggestions from retained experts    
on key business issues.                                                         

The Company's strategy is to make the Small Business Resource Community a       
"primary tool" for doing business online, by specializing in business to        
business Internet applications, content, advertising and solutions. The         
Company will provide a wide variety of services, including consulting,          
developing, publishing, and marketing of business web sites and business        
know-how together in a business to business offering.  It will make business    
techniques accessible to business users who would otherwise not have the        
knowledge to use them.                                                          

Revenues are anticipated from annual memberships in the Company's Small         
Business Resource Community.  A key benefit of this membership is restricted    
access to members-only sections of the Company's web site.  Through this web    
site, members are able to gain access to valuable business information that     
will enable even the casual user to build a web site, create a meaningful       
Internet presence, compete on the Internet and more effectively and             
profitably operate their business.  The Company will provide its members with   
the critical knowledge and experience necessary to more effectively compete     
in the modern marketplace.                                                      

The Company intends to utilize the Small Business Resource Community to         
cross-market its products and services to small and medium-sized businesses.    
The Small Business Resource Communities are intended to provide recurring       
revenues to The Company, and to help promote awareness of the Merge Media and   
eBIZnet brand names.                                                            

The Company's vision is to establish a premier Internet-based Small Business    
Resource Community for the 24+ million small and medium-sized US-based          
businesses. Our primary business mission is to provide the means for small to   
medium-sized businesses to compete effectively with "big business" by showing   
its members how to successfully utilize the resources on the Internet.          
Management believes that it will achieve its mission by meeting its members'    
needs through its world-class web sites that provide timely knowledge,          
information and experience.  The web sites are comprised of a number of         
hosted and "live" business community centers through which important facets     
of business are explored and communicated.                                      

Often a business's best customers are other businesses.  That is the concept    
behind the Company's "relationship marketing" membership program, a community   
and environment that makes it easier for businesses to create and build         
business relationships.  For an annual fee, available in different price        
packages based on level of service requested, the Company will provide its      
Community Members with:                                                         

+ Access to resources and information necessary to achieve success in           
daily business operations.                                                  

+ Timely access to current resources to guide members through the               
challenges of exploiting, and effectively competing through, the Internet.  

+ Ability to advertise and promote their products and services through          
newsletters and the Internet, both to members and the public at large.      

+ Business-to-business transactional ability to purchase third-party            
business products and services at discounted prices from other members.     

+ Access to qualified and tested web-based tools that will increase member      
business productivity.                                                      

+ Web site peer review panels, real-time on-line business advisors and          
business community chat rooms.                                              

+ Search engine optimization programs to help Members obtain high rankings      
with the major Internet search engines.                                     

+ On-line E-commerce with shopping carts and credit card services.              

The Company plans to leverage the "win-win" nature of the business-to-          
business relationship; one transaction represents a sale for one member and a   
purchase for another.  The seller eliminates traditional marketing expenses     
while providing a discount.  To the seller the net gross profit remains the     
same, while to the purchaser the discount represents a true savings.            

The Company will continuously research and explore opportunities to provide     
its Community Members with new service offerings and benefits.  The Company     
will have an active vendor partner program through which new tool and service   
offerings are evaluated on an ongoing basis.  The content of the Company's      
web site is subject to constant review and improvement as driven and            
determined by the needs of our membership, and the availability of new and      
high quality services.                                                          

The market strategy for the Small Business Resource Community is to:            

+ Rapidly increase membership by testing and executing various promotional      
campaigns through traditional channels on a city-by-city and vertical       
industry basis.                                                             

+ Target existing professional associations like The Association of Small       
Business Professionals, local Chambers of Commerce, Young Entrepreneurs of  
America and other organizations with more than 500 members.                 

+ Generate new memberships from non-members who visit the Company's web         
site.                                                                       

Publishing - The Company also plans to be a full-service provider of            
traditional publishing services and specialty electronic publishing services    
for small and medium-sized businesses, including related design and Internet    
marketing services.                                                             

The Company will provide publishing services by blending traditional print      
advertising services with high-tech communications services through the use     
of the Internet.  This will enhance the Company's profits by focusing not       
only on the business-to-business aspects of online marketing but also the       
business-to-consumer aspects, in addition to traditional print advertising.     
By blending local print advertising with the global reach of the Internet,      
the Company will allow advertisers to take advantage of targeted local          
exposure while expanding their market presence to potential customers           
worldwide via the Internet.                                                     

One of The Company's publications in current development is Community           
Expressions, a multi-media marketing guide that targets geographic areas as     
well as groups of people who share a common interest and/or language.           
Community Expressions is a convenient, portable, easy-to-use localized guide    
to the businesses and services available in the community.  It provides a       
directory listing by category of area businesses, as well as important phone    
numbers for the city and county government offices and services.                

The Company plans to further penetrate the traditional publishing business      
and specialty electronic publishing business markets through an expanded        
marketing program, specifically targeting small and medium-sized businesses     
and establishing a program to secure long-term contracts to provide             
publishing, design and marketing services.  The Company intends to capitalize   
on its position as a publisher to cross-market its online Small Business        
Resource Community to small and medium-sized businesses.  The customized        
publication services are intended to provide recurring revenues to The          
Company, and to help promote awareness of, and membership in, the online        
Small Business Resource Community.                                              

Research and Development                                                        
From May 25, 2000, the Company's inception, to September 30, 2000 the Company   
spent $29,136 on research and development expenses.  During the fiscal year     
ending September 30, 2001 the Company spent $18,150 on research and             
development expenses.                                                           

Dependence on Major Customers                                                   
Except for a gain of $194,809 in 2001 recognized by the Company on the sale     
of a developed web site to Peer Review Mediation and Arbitration, Inc., a       
corporation under common control whose only Officers and Director are also      
Officers and a Director/CEO/President of Merge Media, Inc., namely Regina       
Boyer and Willis Hale, and except for recurring sales to Peer Review            
Mediation and Arbitration, Inc. for website development, technology             
development, database development and marketing services, sales are to          
external customers, and are domestic.  Except for the asset sale noted in the   
previous sentence, the Company had no one major customer accounting for over    
10% of its sales.  Merge Media owns 1,000,000 shares of Peer Review Mediation   
and Arbitration, Inc. originally valued at $500,000 based on the estimated      
fair market value of the asset exchanged, and is currently a 13% shareholder    
of Peer Review Mediation and Arbitration, Inc.  In 2001, the Company            
recognized a loss on its stock investment in Peer Review Mediation and          
Arbitration, Inc. of $440,000, leaving an investment value of $60,000.          

Trademarks                                                                      
In addition to common law ownership of the marks "Power Partners Program" and   
"Search Engines Power-Placement Program", The Company owns two marks that are   
pending federal trademark registration on the Principal Register: "Merge        
Media" and "Ebiznet".                                                           

Where You Can Find More Information     

We have filed with the Securities and Exchange Commission a registration        
statement on Form SB-2 under the Securities Act of 1933, as amended, with       
respect to the shares of our Common Stock and the Common Stock Purchase         
Warrants being offered hereby. This prospectus does not contain all of the      
information set forth in the registration statement and the exhibits to the     
registration statement, to which reference is hereby made.  With respect to     
each contract, agreement or other document filed as an exhibit to the           
registration statement, reference is made to such exhibit for a more complete   
description of the matter involved. The registration statement and the          
exhibits to the registration statement filed by us with the Securities and      
Exchange Commission may be inspected at the public reference facilities of      
the Securities and Exchange Commission listed below.                            

As a result of this Offering, we will be subject to the informational           
requirements of the Securities Exchange Act of 1934, as amended, and in         
accordance therewith will file reports, proxy statements and other              
information with the Securities and Exchange Commission. Such reports, proxy    
statements and other information can be inspected and copied at the public      
reference facilities maintained by the Securities and Exchange Commission at    
its principal offices at Room 1024, 450 Fifth Street, N.W., Washington, DC      
20549. Please call the SEC at 1-800-SEC-0330 for further information on the     
operation of the public reference rooms. Copies of such information may be      
obtained from the Public Reference Section of the Securities and Exchange       
Commission at 450 Fifth Street, NW, Washington, DC 20549 at prescribed rates.   
The Commission also maintains a World Wide Web site (http://www.sec.gov) that   
contains reports, proxy and information statements and other information        
regarding registrants that file electronically with the Securities and          
Exchange Commission.                                                            

We intend to furnish holders of our Common Stock with annual reports            
containing combined financial statements audited by independent accountants,    
beginning with the fiscal year ending September 30, 2002.  We also intend to    
furnish other reports as we may determine or as required by law.                

Management's Discussion and Analysis of     
Financial Condition and Results of Operations     

The Company's consolidated financial statements for the period from May 25,     
2000, the Company's inception, to September 30, 2000, for the fiscal year       
ending September 30, 2001, for the first three-quarters of the fiscal year      
ending September 30, 2001 (unaudited), and for the first three-quarters of      
the fiscal year ending September 30, 2002 (unaudited) are included in this      
Prospectus and have been prepared by independent auditor Ronald R. Chadwick,    
P.C., of Aurora, Colorado.  According to those financial statements, during     
the period from May 25, 2000 to September 30, 2000 the Company gained $12,558   
in gross sales profits but incurred $137,289 in selling, general,               
administrative, and research and development expenses, totaling a loss from     
operations of $124,731.  During the fiscal year ending September 30, 2001 the   
Company gained $260,739 in gross sales profits but incurred $1,848,008 in       
selling, general, administrative and research and development expenses,         
totaling a loss from operations of $1,605,419.  Other income and expenses for   
that year include a profit from an asset sale of $194,809, a realized loss on   
investment of $440,000, and an interest expense of $24,032, totaling a loss     
of $269,223 which when combined with that year's loss from operations totals    
a loss for the year of $1,874,642.  During the first three-quarters of the      
fiscal year ending September 30, 2002 the Company gained $676,169 in gross      
sales profits but incurred $1,420,343 in selling, general and administrative    
expenses, totaling a loss from operations of $744,174.  Other expenses for      
that year include an interest expense of $35,203, which when combined with      
the loss from operations totals a loss of $779,377 for the first three-         
quarters of the fiscal year ending September 30, 2002.                          

The financial statements included in this Prospectus have been prepared         
assuming that the Company's financial condition will allow it to continue as    
a going concern.  As discussed in the financial statements, the Company has     
suffered recurring losses from operations and has a working capital             
deficiency that raise substantial doubt about its ability to continue as a      
going concern.  The Company is also in default on certain loans which could     
result in foreclosure on its retail assets and operations.  To meet working     
capital needs and to fund business operations, the Company plans to raise       
capital through accessing public markets, and through increasing the sales of   
its Internet services, data storage services and retail products.  The          
financial statements do not include any adjustments that might result from      
the outcome of this uncertainty.  The Company also has approximately $35,000    
in delinquent payroll taxes outstanding (See: "Use of Proceeds").  The effect   
on the Company of any enforcement actions by regulatory agencies to collect     
such taxes, while none are currently pending, is unknown at the present time.   

The following are material events and uncertainties known to management that    
would cause reported financial information not to be necessarily indicative     
of future operating results or of future financial condition:                   

+ Although the Company has conducted business operations and generated          
revenues, it is a relatively new enterprise and is dependent upon this          
equity financing to pursue the enhancement of both its business plan and        
shareholders' value.                                                            

+ Upon completion of this Offering, not giving effect to the possible           
conversion of the Purchase Warrants, the Company will continue to have          
limited working capital, which may be insufficient to attain the Company's      
initial goals. In such case, the Company may be dependent upon its ability to   
obtain additional significant financing to fund its operations. Obtaining       
such financing may require additional private or public offerings, the          
success of which efforts cannot be assured.  Future debt financings, if         
successfully undertaken, will impose certain risks usually associated with      
indebtedness, including fluctuating interest rates, and the impact on cash      
flow from debt repayment.                                                       

+ The Internet and the World Wide Web are technology based, and generally       
perceived as being in their infancy, yet there are millions of persons in the   
United States who have daily access to, and make use of, the Internet for       
continually increasing purposes.  The number of World Wide Web sites is         
growing at a rapid pace and the potential number of sites is infinite.  In      
addition to individuals, numerous small and mid-size companies and major        
entities provide similar services as the Company proposes.  There can be no     
assurance made, or intended, that the Company will successfully develop its     
business plan and conduct operations over the long term.                        

+ Starting during the year 2000 many Internet based organizations that had      
raised significant funds from private and public sources in the past were       
significantly impacted by the substantial decrease in market value of such      
companies.  This trend has had a severely negative impact on financing for      
new and established Internet based ventures.  Management does not make, nor     
intend to make, any assurances that the general problems facing the industry    
will not impact the Company.                                                    

+ The successful future operations of the Company may be dependent upon the     
ability of current and future management to attract and retain qualified        
persons to conduct the daily business operations.                               

+ The shares being offered hereby will not have any federal securities          
transfer restrictions imposed under the Act; and it is anticipated such         
shares will be freely tradable   under the applicable securities statutes of    
certain states in which "blue sky" qualification has been granted, and          
application will be made upon completion of this Offering for a listing in      
the Corporations Manual published by Standard & Poor's. No representations      
are made, intended, nor should any be implied, that an active public trading    
market for any of its securities will develop or continue for any specific      
length of time.  The failure to have an active trading market, or having one    
but with the Share price trading at less than the Offering Price may have a     
negative impact on the Company's ability to raise additional equity in the      
future.  While no assurances are made, intended or implied, the Company         
expects that an NASD member firm will submit a Form 15c-211 to the NASD to      
obtain trading privileges for the Company's Common Stock on the OTCBB some      
time after the Offering is terminated.                                          

+ As with all business entities including those specifically engaged in         
providing transfer services to public Issuers, the Company is subject to a      
wide range of Federal, state and local statutes, rules and regulations,         
including: Securities Acts of 1933 and 1934; Anti-Trust Laws; Labor Relations   
Laws; Federal and State Labor (Wage & Hour) Laws; the Americans With            
Disabilities Act, and the Occupational & Safety Health Administration (OSHA)    
and other government regulatory mandates.                                       

+ There are no assurances nor representations of any kind, express or           
implied, by the Company or Management, that the Company's business plan can     
successfully be developed or that the Company will be a viable business         
enterprise in the future.                                                       

+ This Prospectus contains "forward-looking statements" which can be            
identified by the use of such words as "intend", "anticipate", "believe",       
"estimate", "project" or "expect" or similar statements.  The statements set    
forth in "Risk Factors" are cautionary statements meant to identify important   
factors, with respect to forward-looking statements, that could cause actual    
results to differ materially from those as forecast in such statements. All     
forward-looking statements in this Prospectus are expressly qualified in        
their entirety by the cautionary statements in this section and in the Risk     
Factors section.                                                                

The Company's business objective is to become an innovative, technology-        
driven company specializing in the Internet and providing business solutions    
to small and medium-sized businesses.  Originally organized to develop          
business-to-business Internet applications for small businesses, the Company    
has added customized hardware and other related computer network products and   
services to its offerings in order to realize higher gross profits associated   
with the sale of the Company's own brand of products.                           

The Company's target market is the millions of small and medium-sized           
businesses in the United States.  According to the U.S. Small Business          
Administration, America's 25 million small businesses employ more than 50       
percent of the private work force, generate more than half of the nation's      
gross domestic product, and are the principal source of new jobs in the U.S.    
economy. Traditionally, only large corporations could afford the broad range    
of Internet networking services that the Company will make available to small   
businesses.                                                                     

eBIZnet Business Resource Centers                                               
The Company anticipates income from its eBIZnet Business Resource Centers       
through sales of the Company's line of hardware and software products, as       
well as through providing technical support, consulting and design services.    

The Company's strategy is to market, sell, install and support computer         
products and related services via online and retail location distribution       
methods, under the name "eBIZnet Business Resource Centers".  The Company       
will position the eBIZnet Business Resource Centers to become specialty         
retailers of the Company's application-specific computer products, custom-      
designed and built in-house.  The eBIZnet Business Resource Centers will also   
provide hosting, design, marketing and technical services to individuals and    
business customers.  The Company's ability to provide a broad range of          
services, coupled with its strength in satisfying its customers' computer       
product requirements, positions it to continue to grow the services component   
of the business while further strengthening product sales.                      

In addition to the extensive array of products and services available at the    
eBIZnet Business Resource Centers, the Company's online store will feature      
authoritative and compelling content, competitive pricing, an easy-to-use       
navigational interface and a variety of value-added services.  The Company      
will also market its products through independent distributors.                 

Small Business Resource Community                                               
The Company anticipates annual fees from members in its Small Business          
Resource Community for the following services: advertising, marketing,          
directory listing, hosting, collocation, technical support and publishing.      
The annual fees will be determined according to the different price packages    
available, based on level of service requested.                                 

The market strategy for the Small Business Resource Community is to:            

+ Rapidly increase membership by testing and executing various promotional      
campaigns through traditional channels on a city-by-city and vertical       
industry basis.                                                             

+ Target existing professional associations like The Association of Small       
Business Professionals, local Chambers of Commerce, Young Entrepreneurs of  
America and other organizations with more than 500 members.                 

+ Generate new memberships from non-members who visit the Company's web         
site.                                                                       

Facilities and Description of Property        

On November 27, 2000 the Company assumed a property lease for the Company's     
initial Business Resource Center facility of approximately 6,000 square feet,   
located at 750 East Sample Road, Suite 1-3, Pompano Beach, FL33064, situated    
in a Class A building owned by D.E. Limited Family Partnership.  The current    
monthly rental is $2,550.00 plus costs, pursuant to a three year Lease          
Agreement that expires on August 31, 2002.  The Company has the option to       
extend the lease term for three years under the same terms, according to        
which the rental fee shall be subject to adjustment every three years in        
accordance with fluctuations in the Consumer Price Index published by the       
Bureau of Labor Statistics of the United States Department of Labor.  Rent      
expense incurred under this lease during the fiscal year ending September 30,   
2001 and the first three-quarters of the fiscal year ending September 30,       
2002 was approximately $19,000 and $24,300, respectively.  Subsequent to        
September 30, 2001, future minimum payments under this lease, including         
estimated costs, are approximately $30,000.  The Company assumed the lease      
subsequent to an Asset Purchase Agreement entered into between the previous     
lessee of the property and a corporation under common control, First            
Financial Network, Inc., whose sole Director and Officer is also the            
Director, CEO and President of the Company, Willis Hale.                        

In May 2001 the Company assumed a property lease for the Company's Data         
Center facility of 4,728 square feet, located at 184 N.E. 168th St., North      
Miami Beach, FL 33162, situated in a Class A building owned by Fortin, Leavy,   
Skiles.  The monthly payments commenced at $5,516 plus costs, escalating at     
5% of the base rent per year pursuant to a Lease Agreement that expires on      
June 30, 2005, with the Company having the option to extend the term for five   
years.  Rent expense incurred under this lease during the fiscal year ending    
September 30, 2001 and the first three-quarters of the fiscal year ending       
September 30, 2002 was approximately $24,000 and $55,400, respectively.         
Subsequent to September 30, 2001, future minimum payments under this lease,     
including estimated costs, are approximately $300,000.    The Company assumed   
the lease subsequent to an Asset Purchase Agreement entered into between the    
previous lessee of the property and a corporation under common control, First   
Financial Network, Inc., whose sole Director and Officer is also the            
Director, CEO and President of the Company, Willis Hale.                        

On November 1, 2001 the Company entered into a lease for the Company's          
executive and administrative office facilities of approximately 5,000 square    
feet, located at 1450 South Dixie Hwy., Boca Raton, FL 33432, situated in a     
Class A office building that is owned by 5th Avenue Real Estate Development,    
Inc., whose sole Officer and Director is also the Director, CEO and President   
of the Company, Willis Hale.  The current monthly rental is $10,000, plus       
costs, and the Lease Agreement expires on October 31, 2005, with the Company    
having the option to extend the term for five years, with a rental increase     
of 27%.  Rent expense incurred under this lease during the fiscal year ending   
September 30, 2001 and the first three-quarters of the fiscal year ending       
September 30, 2002 was approximately $142,000 and $116,253, respectively.       
Subsequent to September 30, 2001, future minimum payments under this lease,     
including estimated costs, are approximately $633,000.  The rental payments,    
terms and conditions of the lease agreement are comparable with those for       
similar office space in Boca Raton, Florida.                                    

Certain Relationships and Related Transactions  

As of June, 2000 the Company agreed to the issuance of an aggregate of          
5,000,000 shares of its $0.001 par value Common Stock and 600,000 shares of     
its Series I $0.001 par value Convertible Preferred Stock to First Financial    
Network, Inc., whose sole Officer and Director is Willis Hale, the Director,    
CEO and President of the Company, in exchange for services, valued at $5,600,   
that he provided encompassing the formulation of the Company's business         
organization, development of its business plan and operations, and direct       
cash payments of obligations to third parties.                                  

As of June, 2000 the Company issued 200,000 shares of its Series I $0.001 par   
value Convertible Preferred Stock to the Company's founders and certain         
consultants in exchange for services, valued at $200, that they provided        
encompassing the formation of the Company's business organization,              
development of its business plan and operations.  This transaction was deemed   
to be in the best interest of the Company to provide additional incentive to    
management in its continual efforts to enhance the shareholder value.           

As of June, 2000 the Company issued 1,000,000 shares of its $0.001 par value    
Common Stock to a corporation under common control, Biznet Group, Inc., in      
exchange for developed web sites valued at $98,667.  Biznet Group, Inc., a      
corporation that owns 6.5% of the Company's stock after this offering, is a     
public company presently listed for trading in the Pink Sheets (symbol BIZN),   
having minimal sporadic trading history for the past several years.  The two    
Directors and Officers of Biznet Group, Inc., Harold Rice and Willis Hale,      
are also a Director and Director/CEO/President of the Company, respectively.    

In December, 2000 the Company issued 600,000 common shares to a corporation     
under common control, First Financial Network, Inc., whose sole Director and    
Officer is also the Director, CEO and President of the Company, Willis Hale,    
in exchange for assets and all the outstanding common stock of Microbytes       
Computer Centers, Inc. in a transaction accounted for as a purchase.  The       
purchase price was recorded at $6,923 based on the fair market value, equal     
to net book value, of the assets received and liabilities assumed.              

In June, 2001 the Company issued 5,000,000 common shares to a corporation       
under common control, First Financial Network, Inc., whose sole Director and    
Officer is also the Director, CEO and President of the Company, Willis Hale,    
in exchange for developed web sites, data storage facilities, leasehold         
improvements and equipment, all valued at $2,500,000.  As part of this          
transaction,  First Financial Network, Inc. directed the limited partnership    
who provided the initial funding capital for the assets to exchange their       
interest in the partnership's assets for for 1,055,250 common shares of the     
Company.                                                                        

In 2001 the Company sold a developed web site to a corporation under common     
control, Peer Review Mediation and Arbitration, Inc., whose two Directors and   
Officers are also an Officer and the Director/CEO/President of the Company,     
Regina Boyer and Willis Hale, respectively.   The web site was exchanged for    
approximately 13% of the common stock (1,000,000 shares) of Peer Review         
Mediation and Arbitration, Inc. valued at $500,000 based on the estimated       
fair market value of the asset exchanged.  The Company recorded a gain on the   
transaction of $194,809.  In 2001, the Company recognized a loss on its stock   
investment in the common control corporation of $440,000, leaving an            
investment value of $60,000.                                                    

The Company in fiscal years 2000 and 2001 advanced a corporation under common   
control, Biznet Group, Inc., an outstanding total of $157,750 for working       
capital needs.  During the fiscal year ending September 30, 2001 and the        
first three-quarters of the fiscal year ending September 30, 2002, the          
Company paid $46,653 and $7,200, respectively, to a corporation under common    
control, Biznet Group, Inc., for expense reimbursals including the initial      
expenses of the Company's business operations.                                  

As set forth in Real Estate Transactions, infra, the Company leases office      
space froma corporation controlled by an officer.  During the fiscal year       
ending September 30, 2001 and the first three-quarters of the fiscal year       
ending September 30, 2002, the Company made $18,921 in payments each period     
to a thrid party lessor under a retail space lease in which a corporation       
controlled by an officer is the lessee.                                         

Real Estate Transactions          

On November 27, 2000 the Company assumed a property lease for the Company's     
initial Business Resource Center facility of approximately 6,000 square feet,   
located at 750 East Sample Road, Suite 1-3, Pompano Beach, FL 33064, situated   
in a Class A building owned by D.E. Limited Family Partnership.  The current    
monthly rental is $2,550.00 plus costs, pursuant to a three year Lease          
Agreement that expires on August 31, 2002.  The Company has the option to       
extend the lease term for three years under the same terms, according to        
which the rental fee shall be subject to adjustment every three years in        
accordance with fluctuations in the Consumer Price Index published by the       
Bureau of Labor Statistics of the United States Department of Labor.  Rent      
expense incurred under this lease during the fiscal year ending September 30,   
2001 and the first three-quarters of the fiscal year ending September 30,       
2002 was approximately $19,000 and $24,300, respectively.  Subsequent to        
September 30, 2001, future minimum payments under this lease, including         
estimated costs, are approximately $30,000.  The Company assumed the lease      
subsequent to an Asset Purchase Agreement entered into between the previous     
lessee of the property and a corporation under common control, First            
Financial Network, Inc., whose sole Director and Officer is also the            
Director, CEO and President of the Company, Willis Hale.                        

In May 2001 the Company assumed a property lease for the Company's Data         
Center facility of 4,728 square feet, located at 184 N.E. 168th St., North      
Miami Beach, FL 33162, situated in a Class A building owned by Fortin, Leavy,   
Skiles.  The monthly payments commenced at $5,516 plus costs, escalating at     
5% of the base rent per year pursuant to a Lease Agreement that expires on      
June 30, 2005, with the Company having the option to extend the term for five   
years.  Rent expense incurred under this lease during the fiscal year ending    
September 30, 2001 and the first three-quarters of the fiscal year ending       
September 30, 2002 was approximately $24,000 and $55,400, respectively.         
Subsequent to September 30, 2001, future minimum payments under this lease,     
including estimated costs, are approximately $300,000.    The Company assumed   
the lease subsequent to an Asset Purchase Agreement entered into between the    
previous lessee of the property and a corporation under common control, First   
Financial Network, Inc., whose sole Director and Officer is also the            
Director, CEO and President of the Company, Willis Hale.                        

On November 1, 2001 the Company entered into a lease for the Company's          
executive and administrative office facilities of approximately 5,000 square    
feet, located at 1450 South Dixie Hwy., Boca Raton, FL 33432, situated in a     
Class A office building that is owned by 5th Avenue Real Estate Development,    
Inc., whose sole Officer and Director is also the Director, CEO and President   
of the Company, Willis Hale.  The current monthly rental is $10,000, plus       
costs, and the Lease Agreement expires on October 31, 2005, with the Company    
having the option to extend the term for five years, with a rental increase     
of 27%.  Rent expense incurred under this lease during the fiscal year ending   
September 30, 2001 and the first three-quarters of the fiscal year ending       
September 30, 2002 was approximately $142,000 and $116,253, respectively.       
Subsequent to September 30, 2001, future minimum payments under this lease,     
including estimated costs, are approximately $633,000.  The rental payments,    
terms and conditions of the lease agreement are comparable with those for       
similar office space in Boca Raton, Florida.                                    

Total rent expense under all leases in fiscal years 2000 and 2001, and the      
first three-quarters of fiscal year 2002 was $0, $185,336 and $195,939,         
respectively.  Subsequent to September 30, 2001 minimum future lease payments   
under all leases for each of the next five years are $259,419 for 2002,         
$233,208 for 2003, $236,901 for 2004, $218,580 for 2005, and $12,917 for        
2006.  Subsequent to September 30, 2001, total minimum future lease payments    
under all leases are $961,025.                                                  

Market for Common Equity and Related Stockholder Matters  

Prior to this Offering, there has been no public market for the Shares of the   
Company. The Shares will not be listed on an exchange or quoted on the NASDAQ   
system upon completion of this Offering, and there can be no assurance that a   
market will develop or, if a market should develop, that it will continue.      
Application for a listing on the NASDAQ system is anticipated at such time      
when the Company meets the appropriate listing requirements. The Company        
anticipates that an NASD member market maker firm will file a Form 15c2-11 to   
initiate trading on the OTCBB, although no assurances are made, intended or     
implied that such an application would be made, or if made, that such trading   
privileges would be granted.                                                    

Lock-up Agreement                                                               
The Company's shareholders have agreed to a Lock-up Agreement stating that it   
is the Company's shareholder's understanding and agreement that, without the    
prior consent of the Underwriter, none of the shares owned of record or         
beneficially by the Company's shareholders shall be sold in the public          
marketplace for a period of 12 months from the Effective Date of this           
Registration.  At any time during the Lock-Up period, if the public trading     
market can readily absorb said shares without negatively impacting the          
Company's share price, the Underwriter agrees that it will authorize the sale   
of some or all of the the Company's shareholder's shares which may then         
legally be sold in compliance with Rule 144.  The Company's shareholders have   
agreed that they will give the Underwriter the right to act as the broker for   
the sale of such shares, on either a principal or agency basis.  The Company's  
shareholders have acknowledged that the Lock-Up Agreement is being entered      
into to benefit the Company and all of its shareholders by helping to assure    
that the Underwriter can maintain a fair and orderly trading market for the     
shares offered pursuant to this Registration, although no assurances are made   
or intended that such an orderly public market can be initiated and/or          
maintained.                                                                     

The Lock-up Agreement was written when the Company had intended to use          
Independent Securities Investors Corporation, 1876 N. University Dr., Suite     
200D, Plantation, FL 33322-4131, to act for the Company as the Underwriter of   
the Company's proposed Initial Public Offering.  The Company has not engaged    
an Underwriter, and instead has determined to conduct a self-underwritten       
Offering.  Management anticipates, although it provides no assurances, that     
one or more NASD member securities broker/dealer firms may participate in a     
selling-group and introduce public investors to the Company's Offering.         

Capitalization:                                                                 

Stockholders Equity                                    Amount                   
-------------------                                    ------                   

Preferred Stock -                                                               
Authorized:  5,000,000 shares                                               
Non-Designated: 4,000,000 shares, No Par Value      -0-                 
Series I: 1,000,000 shares ($0.001 Par Value)                           
Issued and outstanding:                                                     
Series I:  800,000 shares*                          $800                

Common Stock - $0.001 par value                                                 
Authorized:  40,000,000                                                     
Issued and Outstanding:                                                     
14,256,050                            $14,256     
Paid in Capital                                   $4,197,134                    
Accumulated Deficit                              $(2,778,750)                   
-------------------------------------------------------------                   
Total Stockholders' Equity                        $1,433,440                    

* Each of the Series I Convertible Preferred shares presently issued and        
outstanding may be exchanged at any time after two years from the date of       
issuance, without further consideration, for three shares of the $0.001 par     
value Common Stock, assuming that one of the following additional occurs: i)    
the Company raises at least $3.0 million equity from public or private          
sources; or, ii) the Company attains a NASDAQ listing (not including the OTC    
BB) or a listing on any registered national stock exchange; or, iii) the        
Company attains annual gross revenues of $6 million dollars.                    

There are 800,000 issued and outstanding shares of Series I Preferred Stock,    
each of which is convertible into 3 shares of Common Stock after two years,     
subject to the criteria listed in the preceding paragraph.  Currently there     
are no other outstanding options or warrants to purchase, or securities         
convertible into, common equity of the Company.                                 

Shares Eligible for Future Sale                                                 
Upon completion of this Offering, the Company will have 14,306,050 shares of    
Common Stock outstanding, not giving effect to the conversion of any of the     
Purchase Warrants; of which only the shares sold in this Offering will be       
freely tradeable without restriction or further registration under the          
Securities Act of 1933 (the "Securities  Act"), unless held by "affiliates" of  
the Company, as that term is defined in Rule 144 of the Securities Act          
("Affiliates").                                                                 

The remaining 14,256,050 shares of Common Stock are "restricted securities"     
within the meaning of Rule 144 under the Securities Act and were issued and     
sold by the Company in private transactions and may be publicly sold only if    
registered under the Securities Act or sold in accordance with an applicable    
exemption from registration, such as provided by Rule 144.                      

In general, under Rule 144, as currently in effect, a person (or persons whose  
shares are aggregated) who has beneficially owned restricted shares for at      
least one year, as well as persons who may be deemed Affiliates, will be        
entitled to sell in any three-month period a number of shares that does not     
exceed the greater of (i) 1% of the then  outstanding shares of Common Stock    
or (ii) the average weekly trading volume of the Common  Stock during the four  
calendar weeks immediately preceding the date on which notice of the sale is    
filed with the Securities and Exchange Commission. Sales pursuant to Rule 144   
are also subject to certain other requirements relating to manners of sale,     
notice and availability of current public information about the Company.  A     
person (or person whose shares are aggregated) who is not deemed to have been   
an Affiliate at any time during the three months immediately preceding the      
sale is entitled to sell restricted shares pursuant to Rule 144(k) without      
regard to the limitations described above, provided that two years have         
expired since the later of the date on which such  restricted shares were       
first acquired from the Company or from an Affiliate.                           

The Company cannot predict the effect, if any, that sales of shares of Common   
Stock, or the availability of such  shares for sale will have on the market     
price prevailing from time to time. Sales of  substantial  amounts of Common    
Stock in the public market could adversely affect prevailing  market prices.    

Holders of Record of Common Equity                                              
As of the date of this Registration there are approximately 325 holders of      
record of the Company's common stock.                                           

Dividends                                                                       
The Company has not paid, and does not anticipate the payment of cash           
dividends to shareholders until such time as it generates revenues and has      
sufficient working capital to conduct its business operations.  No assurance    
is intended that cash dividends will ever be paid to shareholders.  From time   
to time the Board of Directors may, in their discretion, declare stock          
dividends.                                                                      

Executive Compensation            

SUMMARY COMPENSATION TABLE            

Annual Compensation                     
Name and                                                                        
Principle                                                                       
Position             Year          Salary                                       
------------------------------------------------------------                    

Willis B. Hale,      2001         $225,000                                      
Director,                                                                       
President/CEO        2002         $275,000                                      

Financial Statements            

The Company's consolidated financial statements for the period from May 25,     
2000, the Company's inception, to September 30, 2000, for the fiscal year       
ending September 30, 2001, for the first three-quarters of the fiscal year      
ending September 30, 2001 (unaudited), and for the first three-quarters of      
the fiscal year ending September 30, 2002 (unaudited) are included as           
Exhibit 99.1 and have been audited (except for the statements for the first     
three-quarters of the fiscal years ending September 30, 2001 and 2002) by       
independent auditor Ronald R. Chadwick, P.C., of Aurora, Colorado.              

PART II                                                                         
Information Not Required In Prospectus                                          

ITEM 24. Indemnification of Directors and Officers                              

Merge Media, Inc. has authority under the Florida Statutes, including but not   
limited to Florida Statute 607.0850, to indemnify its Directors and Officers    
to the full extent provided for in such statutes. The Company's Articles of     
Organization and Bylaws provide that the Company shall indemnify its Officers   
and Directors to the fullest extent not prohibited by law.                      

The Florida Business Corporation Act provides that in discharging his or her    
duties and determining what is in the best interests of the Company, a          
director may consider such factors as the director deems relevant, including    
the long-term prospects and interests of the Company and its shareholders and   
the social, economic, legal or other effects of any proposed action on the      
employees, suppliers or customers of the Company, the community in which the    
Company operates and the economy in general. Consequently, in connection with   
any proposed action, the Merge Media, Inc. Board of Directors is empowered to   
consider interests of other constituencies in addition to the Company's         
shareholders, and directors who take into account these other factors may make  
decisions which are less beneficial to some, or a majority, of the              
shareholders than if the law did not permit consideration of such other         
factors.                                                                        

Insofar as indemnification for liabilities arising under the Securities Act of  
1933 (the "Act") may be permitted to directors, officers and controlling        
persons of the small business issuer pursuant to the foregoing provisions, or   
otherwise, the small business issuer has been advised that in the opinion of    
the Securities and Exchange Commission such indemnification is against public   
policy as expressed in the Act and is, therefore, unenforceable.                

ITEM 25. Other Expenses of Issuance and Distribution                            

The Registrant estimates that expenses payable by the Registrant in connection  
with the offering described in this registration statement (other than          
underwriting discounts and commissions) will be as follows:                     

Securities and Exchange Commission registration fee         $630.20             
Printing and copy expenses                                 1,500                
Accounting fees and expenses                               7,500                
Legal fees and expenses                                    7,500                
Blue Sky fees and expenses                                 2,000                
Miscellaneous                                                                   
-------------------------------------------------------------------             
TOTAL                                                    $19,130.20             

ALL AMOUNTS ARE ESTIMATED.                                                      

ITEM 26. Recent Sales of Unregistered Securities                                

In July, 2000 the Company commenced an offering of securities under Rule 506    
of Regulation D, which consisted of 1,600,800 shares of common stock offered    
at the price of $1.00 per share to accredited investors. The offering           
concluded in August 2001.  During the period from May 25, 2000 (the Company's   
inception) to September 30, 2000 the Company sold 406,000 common shares for     
$406,000 in cash.  During the year ending September 30, 2001 the Company sold   
1,192,300 common shares for $1,192,300 in cash.  During the first three-        
quarters of the fiscal year ending September 30, 2002 the Company sold 2,500    
common shares for $2,500 in cash.  Purchasers were accredited investors, or,    
if not, had to represent to the Company in writing that the purchaser, either   
alone, or with his purchaser representative, had such knowledge and experience  
in financial and business matters that he was capable of evaluating the merits  
and risks of the prospective investment, or the Company reasonably believes     
immediately prior to making any sale that such purchaser comes within this      
description. The Company required that each purchaser execute a subscription    
agreement representing his/her status prior to purchase.                        

As of June, 2000 the Company agreed to the issuance of an aggregate of          
5,000,000 shares of its $0.001 par value Common Stock and 600,000 shares of     
its Series I $0.001 par value Convertible Preferred Stock to First Financial    
Network, Inc., whose sole Officer and Director is Willis Hale, the Director,    
CEO and President of the Company, in exchange for services, valued at $5,600,   
that he provided encompassing the formulation of the Company's business         
organization, development of its business plan and operations, and direct cash  
payments of obligations to third parties.                                       

As of June, 2000 the Company issued 200,000 shares of its Series I $0.001 par   
value Convertible Preferred Stock to the Company's founders, directors,         
officers and certain consultants in exchange for services, valued at $200,      
that they provided encompassing the formation of the Company's business         
organization, development of its business plan and operations.  This            
transaction was deemed to be in the best interest of the Company to provide     
additional incentive to management in its continual efforts to enhance the      
shareholder value.                                                              

As of June, 2000 the Company issued 1,000,000 shares of its $0.001 par value    
Common Stock to a corporation under common control, Biznet Group, Inc., in      
exchange for developed web sites valued at $98,667.  Biznet Group, Inc., a      
corporation that owns 6.5% of the Company's stock after this offering, is a     
public company presently listed for trading in the Pink Sheets (symbol BIZN),   
having minimal sporadic trading history for the past several years.  The two    
Directors and Officers of Biznet Group, Inc., Harold Rice and Willis Hale, are  
also a Director and Director/CEO/President of the Company, respectively.        

In December, 2000 the Company issued 600,000 common shares to a corporation     
under common control, First Financial Network, Inc., whose sole Director and    
Officer is also the Director, CEO and President of the Company, Willis Hale,    
in exchange for assets and all the outstanding common stock of Microbytes       
Computer Centers, Inc. in a transaction accounted for as a purchase.  The       
purchase price was recorded at $6,923 based on the fair market value, equal to  
net book value, of the assets received and liabilities assumed.                 

In June, 2001 the Company issued 5,000,000 common shares to a corporation       
under common control, First Financial Network, Inc., whose sole Director and    
Officer is also the Director, CEO and President of the Company, Willis Hale,    
in exchange for developed web sites, data storage facilities, leasehold         
improvements and equipment, all valued at $2,500,000.  As part of this          
transaction, First Financial Network, Inc. directed the limited partnership     
who provided the initial funding capital for the assets to exchange their       
interest in the partnership's assets for for 1,055,250 common shares of the     
Company.                                                                        

ITEM 28. Undertakings                                                           

The undersigned Registrant hereby undertakes:                                   

1.  To file, during any period in which it offers or sells securities, a        
post-effective amendment to this Registration Statement;                

2.  For determining liability under the Securities Act, to treat each           
  post-effective amendment as a new Registration Statement of the securities
  offered, and the offering of the securities at that time to be the initial
bona fide Offering; and                                                 

3.  To file a post-effective amendment to remove from registration any of       
the securities that remain unsold at the end of the offering.           

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

The undersigned Registrant also hereby undertakes:                              

1.  For purposes of determining any liability under the Securities Act, the     
information omitted from the form of prospectus filed as part of this   
registration statement in reliance upon Rule 430(a) and contained in a  
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
 (4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration statement as of the time it was declared effective.        

2.  For the purpose of determining any liability under the Securities Act,      
 each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities    
  offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.                    

Exhibits          

See the Exhibits Index of this Registration.                                    

SIGNATURES          

In accordance with the requirements of the Securities Act of 1933, the          
Registrant certifies that it has reasonable grounds to believe that it meets    
all of the requirements of filing on Form SB-2 and authorizes this              
Registration Statement to be signed on its behalf by the undersigned, in the    
City of Boca Raton, State of Florida, on August 29, 2002.                       

Registrant: Merge Media, Inc.                                                   

By:                                                                             
Willis Hale                                                                     
-----------                                     Date:  August 29, 2002          
Willis Hale, Chairman, CEO and President                                        

In accordance with the requirements of the Securities Act of 1933, this         
Registration statement was signed by the following persons in the capacities    
and on the dates stated:                                                        

Harold Rice                                                                     
-----------                                     Date:  August 14, 2002          
Harold Rice, Director                                                           

Regina Boyer                                                                    
------------                                    Date:  August 29, 2002          
Regina Boyer, V.P., Operations/Secretary                                        

Dates Referenced Herein   and   Documents Incorporated By Reference

This SB-2 Filing		Date		Other Filings
		5/25/00
		5/30/00
		9/30/00
		11/27/00
		9/30/01
		11/1/01
		6/6/02
		8/14/02
Filed On / Filed As Of		8/29/02
		8/31/02
		9/23/02
		9/30/02
		6/30/05
		10/31/05
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