As filed with the Securities and Exchange Commission on August 29, 2000


                                                      Registration No. 333-92223

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------


                               Amendment No. 7 to
                                    FORM S-1
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                                   ----------

                            Urban Cool Network, Inc.

                       (Name of Registrant in its charter)

          Delaware                       7375                    75-2753953
(State or other jurisdiction       (Primary Standard          (I.R.S. Employer
     of incorporation          Industrial Classification     Identification No.)
     or organization)                Code Number)

                           1401 Elm Street, Suite 1955
                               Dallas, Texas 75202
                                 (214) 752-5818

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                  Jacob R. Miles, III, Chief Executive Officer
                            Urban Cool Network, Inc.
                           1401 Elm Street, Suite 1955
                               Dallas, Texas 75202
                                 (214) 752-5818

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   ----------

                                   Copies to:

         Martin C. Licht, Esq.                        Jay M. Kaplowitz, Esq.
  Silverman, Collura & Chernis, P.C.             Gersten Savage & Kaplowitz, LLP
         381 Park Avenue South                         101 East 52nd Street
       New York, New York 10016                      New York, New York 10022
       Telephone: (212) 779-8600                     Telephone (212) 752-9700
       Facsimile: (212) 779-8858                     Facsimile (212) 980-5192

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

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

      If this Form is filed to register  additional  securities 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 this Form is a  post-effective  amendment filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
Registration  Statement number of the earlier effective  Registration  Statement
for the same offering. [ ]

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

Registrant  hereby amends this  Registration  Statement on such date or dates as
may be necessary to delay its effective date until the  Registrant  shall file a
further amendment which  specifically  states that this  Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the  Commission,  acting pursuant to Section 8(a), may
determine.

================================================================================


<PAGE>

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


                   Preliminary Prospectus Dated August 29, 2000
                              Subject to Completion


                                       UCN

                                1,300,000 Shares

                             Urban Cool Network, Inc.

                                  Common Stock

      This is an initial public offering. No public market currently exists for
our shares. We anticipate that the initial public offering price of the common
stock will be between $8.00 and $10.00 per share. Our common stock has been
approved for listing on The American Stock Exchange under the symbol "UBN."

                                                     Per Share          Total
                                                     ---------          -----
Initial public offering price .................    $                  $
Underwriting discount .........................    $                  $
Proceeds, before expenses, to us ..............    $                  $

      Please see the risk factors beginning on page 6 to read about factors you
should consider before buying shares of our common stock.

      Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

      The underwriters may purchase up to 195,000 additional shares from us at
the initial public offering price less the underwriting discount.

                                   ----------

      Delivery of the shares of common stock will be made on or about _________,
2000, in New York, New York.

Kashner Davidson Securities Corp.

                                                         Nutmeg Securities, Ltd.

                         Prospectus dated     , 2000


<PAGE>

                   [The inside front cover contains a graphic
                    showing pages from Urban Cool's website.]


<PAGE>

                                TABLE OF CONTENTS


PROSPECTUS SUMMARY ........................................................   3

RISK FACTORS ..............................................................   6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ......................  10

USE OF PROCEEDS ...........................................................  11

DIVIDEND POLICY ...........................................................  12

DILUTION ..................................................................  12

PRIVATE FINANCINGS ........................................................  13

CAPITALIZATION ............................................................  15

SELECTED FINANCIAL DATA ...................................................  16

PLAN OF OPERATION .........................................................  17

BUSINESS ..................................................................  22

MANAGEMENT ................................................................  32

PRINCIPAL STOCKHOLDERS ....................................................  37

CERTAIN TRANSACTIONS ......................................................  38

DESCRIPTION OF SECURITIES .................................................  39

SHARES ELIGIBLE FOR FUTURE SALE ...........................................  42

PLAN OF DISTRIBUTION ......................................................  43

LEGAL MATTERS .............................................................  45

EXPERTS ...................................................................  45

HOW TO GET MORE INFORMATION ...............................................  45

FINANCIAL STATEMENTS ...................................................... F-1

                                   ----------

You should rely only on the  information  contained in this document or to which
we have  referred  you.  We have  not  authorized  anyone  to  provide  you with
information that is different.  This document may be used only where it is legal
to sell these securities.  The information in this document may only be accurate
on the date of this document.


<PAGE>

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

                               PROSPECTUS SUMMARY

      This summary highlights some information from this prospectus. You should
carefully read the entire prospectus, including the "Risk Factors" section and
the financial statements and the notes to the financial statements. This summary
does not contain all of the information that investors should consider before
investing in our common stock.

      Our business

      We operate urbancool.com, an online network targeted to the urban consumer
that provides a forum for communications, information and electronic commerce.
Our online network, which has been operational since January 1999, consists of
15 channels with original content organized by subject matter, and includes a
search engine for users. The channels cover topics of interest to urban
consumers such as arts and literature, health and fitness, sports, education,
children, entertainment, finance, women's issues and travel. In addition, our
online network includes urbanmall.net, a shopping site, urbanjobs.com, a job
site and urbancoolnet.com and urbantrends.com, business-to-business sites.
Through our search engine, our online network of web sites is linked to more
than 2,000 web sites. According to Web Trends, page view impressions from
January 1999 through December 31, 1999 exceeded 500,000.

      Our objective is to establish our NetStand kiosks and online network as a
leading online destination of urban consumers and businesses who market their
products to urban consumers.

      Our strategy


      We plan to establish the Urban Cool brand name through advertising, and
through the use of NetStand kiosks and CyberCenters. NetStand kiosks are
individual PC based kiosks that we intend to place in high-traffic locations,
and will contain computers that feature high-speed Internet access to use our
online network. Individuals will be able to use the NetStand kiosks to visit our
online network, search the Internet, purchase tickets, send money, access local
information and engage in electronic commerce transactions. CyberCenters are
intended to be central meeting areas that will contain between 10 and 20
computers, which will provide users with a place to access the Internet through
our online network. Our business strategy also includes web site development,
hosting, application services and marketing electronic commerce capable web
sites to urban-based small businesses.


      Corporate background

      We were incorporated in Delaware in January 1998. Our principal executive
office is located at 1401 Elm Street, Dallas, Texas 75202. Our telephone number
is (214) 752-5818. Our Internet address is urbancoolnet.com. Information
contained in our web sites is not intended to be part of this prospectus.

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


                                       3
<PAGE>

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


                                  The Offering

Shares offered by us .............  1,300,000 shares of common stock.

Shares outstanding upon completion
of this offering .................  3,549,670 shares of common stock. This
                                    number excludes:

                                    o           an aggregate of 1,452,500 shares
                                                of common stock reserved for
                                                issuance upon the exercise of
                                                outstanding options and
                                                warrants, excluding options to
                                                purchase 354,525 shares of
                                                common stock issuable upon the
                                                exercise of options granted
                                                under our stock option plans, as
                                                discussed below;

                                    o           250,000 shares of common stock
                                                reserved for issuance upon the
                                                exercise of options issuable
                                                pursuant to our employee stock
                                                option plan, of which options to
                                                purchase 104,525 shares of
                                                common stock have been granted;

                                    o           250,000 shares of common stock
                                                reserved for issuance upon the
                                                exercise of options issuable
                                                under our executive stock option
                                                plan, all of which have been
                                                granted;

                                    o           130,000 shares of common stock
                                                reserved for issuance upon the
                                                exercise of warrants granted to
                                                the underwriters of this
                                                offering; and

                                    o           195,000 shares reserved for
                                                issuance upon exercise of the
                                                underwriters' over-allotment
                                                option.

Use of proceeds ..................  We intend to use the net proceeds from the
                                    sale of the common stock for:

                                    o           advertising, sales and
                                                marketing;

                                    o           capital expenditures;

                                    o           development and marketing of
                                                electronic commerce capable web
                                                sites and other services offered
                                                by e-commerce solutions, our
                                                subsidiary;

                                    o           development and acquisition of
                                                web sites, content and
                                                procurement of traffic;

                                    o           repayment of debt;

                                    o           accrued expenses and other
                                                payments; and

                                    o           working capital and general
                                                corporate purposes.


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


                                       4
<PAGE>

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

                             Summary Financial Data

<TABLE>
<CAPTION>

                                                                                     Period From    Period From   Period From
                                                                                     January 23,    January 23,   January 23,
                                                   Six Month Period                     1998           1998           1998
                                                        Ended              Year      (Inception)    (Inception)   (Inception)
                                                      June 30,            Ended        Through        Through       Through
                                                 --------------------   December 31,  December 31,   December 31,    June 30,
                                                  2000          1999        1999         1998           1999           2000
                                                  ----          ----        ----         ----           ----           ----
                                                     (Unaudited)                                                    (Unaudited)
<S>                                            <C>             <C>        <C>           <C>          <C>             <C>
Statement of operations data:
Revenues ................................             --           --            --          --             --              --
                                             -----------    ---------   -----------   ---------    -----------    ------------
Costs and expenses:
Content costs for website ...............    $     8,000    $ 392,000   $   421,000   $ 130,000    $   551,000    $    559,000
General and administrative ..............      2,364,000      216,000     2,481,000     198,000      2,679,000       5,043,000
Amortization of software costs ..........        436,000           --       126,000          --        126,000         562,000
                                             -----------    ---------   -----------   ---------    -----------    ------------
Total costs and expenses ................      2,808,000      608,000     3,028,000     328,000      3,356,000       6,164,000
Amortization of debt discounts ..........      7,004,000                  2,482,000                  2,482,000       9,486,000
Amortization of debt issuance costs .....        494,000                    142,000                    142,000         636,000
Interest and related costs ..............        144,000                     34,000                     34,000         178,000
                                             -----------    ---------   -----------   ---------    -----------    ------------
Loss before income tax benefit ..........    (10,450,000)    (608,000)   (5,686,000)   (328,000)    (6,014,000)    (16,464,000)
                                             -----------    ---------   -----------   ---------    -----------    ------------
Income tax benefit ......................             --           --            --          --             --              --
Net loss/comprehensive loss .............   $(10,450,000)   $(608,000)  $(5,686,000)  $(328,000)   $(6,014,000)   $(16,464,000)
                                             ===========    =========   ===========   =========    ===========    ============
Loss per share -- basic and diluted .....    $     (5.29)   $    (.48)  $     (3.98)  $    (.32)
                                             ===========    =========   ===========   =========
Weighted average number of shares
outstanding -- basic and diluted ........      1,975,934    1,261,919     1,429,280   1,033,041
                                             ===========    =========   ===========   =========

</TABLE>


      The following table provides a summary of our balance sheets on an actual
basis at December 31, 1998, December 31, 1999 and at June 30, 2000:


      o     on an actual basis;

      o     on a pro forma basis to reflect:

          o    in July 2000, sale of 4.8 units, aggregating $480,000. Each unit
               consisted of a $100,000 promissory note, 10,000 shares of common
               stock and a warrant to purchase 50,000 shares of common stock.


          o    the repayment of a loan in the amount of $25,000 to an
               unconsolidated subsidiary in the third quarter of 2000; and

          o    the payments of $202,000 and $70,000 for expenses in connection
               with the proposed public offering and accrued salaries,
               respectively in the third quarter of 2000.

          o    the repayment of $87,500 to the Elite Funding Group, Inc. in the
               third quarter of 2000.

      o    on a pro forma basis as adjusted to further reflect:


          o    the issuance of an additional 91,666 shares of common stock to
               RMH Consulting pursuant to the terms of the consulting agreement
               based upon an estimated initial public offering price of $9.00
               per share, representing the mid-point of the filing range;

          o    the issuance of an aggregate of 5,000 shares of common stock to
               two non-employee directors upon the consummation of this
               offering;

          o    the capital contribution of $2,950,000 to e-commerce solutions
               and the resulting minority interest therein;


          o    the receipt of the net proceeds from our sale of 1,300,000 shares
               of common stock in this offering, at an estimated initial public
               offering price of $9.00 per share, representing the mid-point of
               the offering range, after deducting underwriting discounts and
               commissions and our estimated offering expenses and the
               anticipated application of the estimated net proceeds, including
               repayment of debt. See also "Use of Proceeds" and
               "Capitalization."

<TABLE>
<CAPTION>
Balance sheet data:                                December 31,                   At June 30, 2000
                                              -----------------------  ---------------------------------------
                                                                                     (unaudited)
                                                1998         1999                                  Pro Forma
                                               Actual       Actual        Actual      Pro Forma    as Adjusted
                                              ---------   ----------    -----------  -----------   -----------
<S>                                             <C>         <C>           <C>          <C>         <C>
Cash including escrow ....................    $   2,000   $   68,000   $     3,000  $     25,000   $ 6,063,000
Working capital (deficit) ................    $(220,000)  $ (842,000)  $(2,618,000) $ (2,439,000)  $ 5,583,000
Total assets .............................    $  88,000   $3,406,000   $ 8,310,000  $  8,631,000   $13,957,000
Total long-term debt .....................           --           --            --            --            --
Total liabilities ........................    $ 222,000   $  972,000   $ 2,627,000  $  2,458,000   $   562,000
Minority interest ........................           --           --            --            --       983,000
Total stockholders' equity (deficiency) ..    $(134,000)  $2,434,000   $ 5,883,000  $  6,163,000   $12,412,000
</TABLE>


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


                                       5
<PAGE>

                                  RISK FACTORS

      This offering involves a high degree of risk. You should carefully
consider the following factors and other information in this prospectus before
deciding to invest in shares of our common stock.

      We have a limited operating history and will face difficulties encountered
by early stage companies in new and rapidly evolving markets.

      Because we have a limited operating history, we will face difficulties
encountered by early stage companies in new and rapidly evolving markets. Our
online network commenced operating in January 1999. Accordingly, an investor
must consider the risks and uncertainties we will face as an early stage
company. These risks include our ability to:

      o     attract a larger audience to our online network;

      o     increase awareness of our brand;

      o     attract a large number of advertisers from a variety of industries;

      o     manage growth and respond effectively to competitive pressures; and

      o     attract, retain and motivate qualified personnel.

      See "Plan of Operation" for detailed information on our limited operating
history.

      We may have to cease or curtail our operations if we are unable to obtain
sufficient financing or achieve profitability.


      The independent auditor's report on our financial statements contains
explanatory language that substantial doubt exists about our ability to continue
as a going concern. The report states that we have incurred net losses, and have
a working capital deficiency. If we are unable to obtain sufficient financing in
the near term or achieve profitability, then we would, in all likelihood,
experience severe liquidity problems and may have to curtail or cease our
operations. In addition, a secured loan in the approximate amount of $900,000
came due on May 18, 2000 and remains unpaid.


      We may never be profitable since we have no revenues, have incurred net
losses since our inception and anticipate continuing losses.


      To date, we have had no revenue. We expect to continue to incur
significant operating losses and net losses for at least the next 12 months. As
of June 30, 2000, our accumulated deficit was $16,464,000 and our working
capital deficit was $2,618,000. In addition, as of the date of this prospectus,
we have failed to make the payments to Analysts International pursuant to a
promissory note in the principal amount of approximately $400,000 and a secured
loan in the amount of approximately $900,000 which we received from The Elite
Funding Group came due on May 18, 2000 and remains unpaid. However, we have not
received a notice of default from The Elite Funding Group. In the event that we
receive a notice of default from The Elite Funding Group, then we may have to
cease or curtail operations. We do not intend to make any further payment beyond
the $87,500 paid in the third quarter of 2000 to the Elite Funding Group until
we repay this loan from the net proceeds of the offering. We intend to expand
our marketing of products and services, and expect that our operating expenses
will increase substantially. As a result, we will need to generate substantial
revenues to achieve profitability. We may never be profitable. If profitability
is achieved, we may not be able to sustain it.


      If we are unable to raise additional capital in the future to implement
our plan to become a leading online destination for urban consumers, then we may
have to curtail or cease operations.

      We anticipate that the net proceeds from the sale of the shares of our
common stock in this offering will be sufficient to satisfy our contemplated
cash requirements for the 12 month period following the consummation of this
offering. We may then require additional funding in order to implement our
business plan to become a leading online destination for urban consumers. We
have no current arrangements with respect to sources of additional financing,
which may not be available on commercially reasonable terms, or at all. If we do
not obtain necessary financing, then we may have to curtail or cease operations.
If any future financing involves the sale of our equity securities, the shares
of our common stock held by our stockholders would be substantially diluted. If
we incur indebtedness, then we may not be able to pay principal or interest.


                                       6
<PAGE>

      If we are unable to derive substantial revenues from sponsorship and
advertising, we may have to curtail operations and reevaluate our business
strategy.

      We expect to derive a substantial portion of our revenues from
sponsorships and advertising on our online network and our NetStand kiosks.
Because we have not had revenues to date, demand and market acceptance for
sponsorships and advertising on our online network and NetStand kiosks is
uncertain. If we cannot derive substantial revenues from the sale of advertising
and sponsorships, our business may not succeed or we may have to curtail
operations and reevaluate our business strategy.

      If we are unable to effectively manage our plan of rapid expansion, we
will not achieve profitability.

      We plan to rapidly expand all aspects of our operations. As a result, we
need to expand our financial and management controls, reporting systems and
procedures. We will also have to expand, train and manage our work force for
marketing, sales and technical support, product development, site design, and
network and equipment repair and maintenance, and manage multiple relationships
with various customers, strategic partners and other third parties. We will need
to continually expand and upgrade our technology infrastructure and systems and
ensure continued high levels of service, speedy operation, and reliability. If
we are unable to manage our growth effectively, we may be unable to handle our
operations, control costs or otherwise function in a profitable manner, or at
all.

      Because users seek out reliable web sites, system failures that interfere
with users' access to our online network could harm our reputation.

      Our business depends on the efficient and uninterrupted operation of our
computer and communications hardware and software systems. Substantially all of
our computer and communications hardware operations are located in Dallas,
Texas. Fire, floods, earthquakes, power loss, telecommunications failures and
similar events could damage these systems. Computer viruses, electronic
break-ins or other similar disruptive problems could also adversely affect our
web sites. If our systems were shut down by any of these occurrences, our
reputation and ability to attract and retain users could be irreparably harmed.
Our insurance policies may not adequately compensate us for any losses that may
occur due to failures or interruptions in our systems. We do not presently have
any secondary "off-site" systems or a formal disaster recovery plan.

      If we do not establish the Urban Cool brand name and reputation, then we
may not be able to attract and retain users.

      We believe our success depends on our ability to successfully establish
and maintain our brand recognition and reputation with urban consumers. Growing
the popularity of our web sites and the Urban Cool brand name requires that we
are perceived as offering trendsetting and "cool" sites for urban consumers. We
believe that we need to invest heavily in our marketing and maintain high
standards to establish brand recognition. However, we cannot assure you that our
marketing efforts will attract urban consumers to our web sites. Even if our
marketing efforts are successful in attracting urban consumers, we may not be
able to retain users.

      If we are unable to respond to rapid technological changes in our
industry, we may be unable to attract and retain users.

      The Internet is characterized by rapidly changing technologies, frequent
new product and service introductions and evolving industry standards. We must
continue to develop, enhance and improve the responsiveness and features of our
web sites and develop new features to meet users needs. We also need to
integrate the various software programs and tools required to enhance and
improve our product offerings and manage our business. We may experience
difficulties that could delay or prevent the successful development,
introduction or marketing of new products and services. If we are unable to
respond to the rapid technological changes in our industry and integrate new
software products and services into our network, then we may be unable to
attract and retain users. We could also incur substantial costs if we need to
modify our services or infrastructure to adapt to these changes.


                                       7
<PAGE>

      We must expand quickly or competitors may copy or block our strategy.

      We believe we must rapidly establish Urban Cool as a leading online
destination for urban consumers in order to maximize traffic to our web sites
and increase our customer base. If we fail to do so, competitors may copy our
business strategy or take other steps to prevent us from achieving our goal. In
addition, a competing kiosk program could dilute our sales and the marketing
effectiveness of the NetStand kiosks, which are a central part of our business
strategy.

      If we are unable to complete the development of our proprietary software
to construct electronic commerce capable web sites on a timely basis, we may
lose all or a portion of our investment in e-commerce solutions.

      In November 1999, we acquired a 66 2/3% interest in e-commerce solutions,
which is developing proprietary software to construct electronic commerce
capable web sites for small businesses. We have no experience with software
development. We cannot assure you that we will be able to complete development
of the software on a timely basis, or at all. If we do not complete development
of the software on a timely basis, we may lose all or a portion of our
investment in e-commerce solutions.

      If we are unable to successfully market low-cost electronic commerce
capable web sites, we may incur substantial losses.

      The demand and market acceptance for low-cost electronic commerce capable
web sites is uncertain. We have no experience in marketing electronic commerce
capable web sites and we cannot predict if a market will develop, or if it will
develop more slowly than anticipated. If we are unable to market the electronic
commerce web sites, we may incur substantial losses.

      If we are unable to develop a substantial sales force to market electronic
commerce capable web sites, we will not generate significant revenue.

      We believe that we need to develop a substantial sales force to market
electronic commerce capable web sites. We currently do not have such a sales
force and we cannot assure you we will be able to build a substantial sales
force. Moreover, even if we build a substantial sales force, we cannot assure
you that our sales force will be able to attract customers and generate revenue,
or that our operations will achieve profitably.

      We may be unable to successfully market web site design services in the
face of competition from many proven, well-established companies.

      We have no experience in web site design services, but we expect to
compete with IBM, EDS, and many other local, regional and national competitors
for web site design services that we will offer through e-commerce solutions. We
have limited marketing and sales capabilities and name recognition. Many of our
competitors have well established, large and experienced marketing and sales
capabilities and greater name recognition. As a result, our competitors may be
in a stronger position to respond quickly to new or emerging technologies and
changes in client requirements. They may also develop and promote their services
more effectively than we do. In addition, since barriers to entry into our
market are low, we expect additional competitors to enter our market.

      If we are unable to license  third-party  content on our web sites, we may
not be able to attract and retain users.

      We intend to license third-party content, including news reports and
features. We believe that in order to attract and retain web site users we will
need to significantly increase the content on our web sites. If we are unable to
obtain desirable content, it could reduce visits to our web sites. If we are not
able to attract and retain users for our web site, we will not be able to
generate sponsorship and advertising revenue. If we are unable to obtain content
at an acceptable cost, it could materially harm our ability to compete and
operate profitably. In addition, even if we are able to license third party
content, we could be subject to possible copyright infringement actions based
upon such content since third-party sites may not have licenses for the use of
the intellectual property they display. Any such claim, with or without merit
could subject us to costly litigation.


                                       8
<PAGE>

      If we are unable to protect our domain names our brand recognition may be
harmed.

      We currently utilize various web domain names relating to our brand,
including urbancoolnet.com urbancool.com, urbantrends.com and urbanmall.net. The
acquisition and maintenance of domain names generally is regulated by
governmental agencies and their designees. The regulation of domain names in the
United States and in foreign countries is expected to change in the near future.
As a result, we may be unable to acquire or maintain relevant domain names in
all places in which we may conduct business. If our ability to acquire or
maintain domain names is limited, it could harm our ability to establish brand
recognition, which we believe is essential to our success.

      Our reliance on third parties to provide NetStand kiosks and other
computer hardware may impair our ability to operate and maintain our network and
fulfill our commitments to advertisers.

      Although our computer and network hardware and our NetStand kiosks are
assembled from standard components which may be outsourced from a number of
manufacturers and distributors, we have no equipment manufacturing capacity and
we have no agreements with any manufacturers or distributors. We rely upon the
timely delivery of quality equipment by third-party manufacturers and
distributors. We also depend upon third-parties for the timely, cost-effective,
and proper installation, maintenance, and repair of our NetStand kiosks and for
the maintenance and repair of our equipment and network infrastructure. Failure
by any of these third-parties to perform as we require could impair our ability
to operate and maintain our network, and to fulfill our commitments to
advertisers.

      Possible infringement by others of our intellectual property rights could
harm our business.

      Although we have filed for trademark protection for the Urban Cool brand
name, we cannot be certain that the steps we have taken to protect the Urban
Cool brand name, or any other intellectual property rights, will be adequate or
that third parties will not infringe or misappropriate our proprietary rights.
Any such infringement or misappropriation could result in a significant claim
for damages which, whether or not successful, could seriously damage our
reputation and our business.

      We may be subject to future government regulation and legal liabilities
that may be costly and may interfere with our ability to conduct business.

      There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted in the future that address issues such as user privacy, pricing, and the
characteristics and quality of products and services. These laws and regulations
could expose us to compliance costs and substantial liability. In addition, the
growth of the Internet, coupled with publicity regarding Internet fraud, may
lead to the enactment of more stringent consumer protection laws. These laws
would also be likely to impose additional burdens on our business.

      Several members of senior management have only recently joined us and may
not work together effectively.

      Several members of our senior management joined us in 1999, including our
Chief Financial Officer. These individuals have not previously worked together
and are becoming integrated as a management team. As a result, our senior
managers may not work together effectively as a team to successfully manage our
growth.

      Management will control approximately 33% of Urban Cool after completion
of this offering; management's interests may differ and conflict with yours.

      Upon completion of this offering, our directors and executive officers
will own approximately 33% of the then outstanding shares of our common stock.
Accordingly, these stockholders will possess substantial control over our
operations. This control may allow them to amend corporate filings, elect all of
our board of directors, other than the director to be designated by the
representative, and substantially control all matters requiring approval by our
stockholders, including approval of significant corporate transactions. If you
purchase our common stock, you may have no effective voice in our management.


                                       9
<PAGE>

      You will incur immediate and substantial dilution.


      The initial public offering price substantially exceeds the amount of our
assets minus our liabilities on a per share basis. Investors in this offering
will contribute 45% of total capital contributed to Urban Cool, but will receive
only 38% of the shares of common stock. In addition, you will suffer immediate
and substantial dilution of $7.62 per share, or approximately 84.7% of the
estimated initial public offering price of $9.00 per share. The dilution to an
investor represents the comparison of the assets minus liabilities of Urban
Cool, including pro forma, adjustments, before and after the offering on a per
share basis. In addition, the exercise of options and warrants currently
outstanding could cause additional, substantial dilution to you. See "Dilution"
for more detailed information regarding the potential dilution you may incur.


      Shares eligible for future sale after this offering could impair our stock
price.

      The market price of our common stock could drop due to sales of a large
number of shares of our common stock or the perception that these sales could
occur. These factors could also make it more difficult to raise funds through
future offerings of common stock. Our officers, directors and substantially all
of our stockholders have entered into lock-up agreements under which they have
agreed not to offer or sell any shares of common stock or securities convertible
into or exchangeable or exercisable for shares of common stock for various
periods without the prior written consent of Nutmeg Securities on behalf of the
underwriters or The American Stock Exchange, as the case may be. See "Shares
Eligible for Future Sale" for further information concerning potential sales of
our shares after this offering.

      Failure of computer systems and software products to be Year 2000
compliant could negatively impact our business.

      To date, customers have not reported any problems with our online network
as a result of the commencement of year 2000. Similarly, we have not experienced
any internal impairment in our operations associated with the year 2000 issue.
Nevertheless, in the future, we may experience year 2000 compliance issues with
our online network and/or our internal systems. Our failure to adequately
address any year 2000 compliance issues could result in claims against us, lost
revenue, increased operating expenses and other business interruptions. We have
not developed any specific contingency plans for year 2000 issues.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains forward-looking statements. These forward-looking
statements are not historical facts, but rather are based on our current
expectations, estimates and projections about our industry, our beliefs and
assumptions. Words including "may," "could," "would," "will," "anticipates,"
"expects," "intends," "plans," "projects," "believes," "seeks," "estimates" and
similar expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond our control, are
difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements. These risks and
uncertainties are described in "Risk Factors" and elsewhere in this prospectus.
We caution you not to place undue reliance on these forward-looking statements,
which reflect our management's view only as of the date of this prospectus. We
are not obligated to update these statements or publicly release the result of
any revisions to them to reflect events or circumstances after the date of this
prospectus or to reflect the occurrence of unanticipated events.


                                       10
<PAGE>

                                 USE OF PROCEEDS

      We will receive net proceeds from the sale of the shares of common stock
in this offering of approximately $9,014,000, or $10,540,000 if the
underwriters' over-allotment option is exercised in full, based upon an
estimated initial offering price of $9.00 per share, representing the midpoint
of the filing range. These numbers take into account underwriting discounts and
commissions, and other estimated offering expenses that we will pay.

      We intend to use the net proceeds as follows:


<TABLE>
<CAPTION>
                                                                                                      Approximate
                                                                                      Amount of      Percentage of
Application of Net Proceeds                                                         Net Proceeds     Net Proceeds
------------------------                                                            ------------     ------------
<S>                                                                                   <C>                 <C>
Development and marketing of electronic commerce capable web sites
  and other services offered by e-commerce solutions ............................     $2,950,000          32.7%
Capital expenditures ............................................................      1,000,000          11.1%
Advertising, sales and marketing ................................................        500,000           5.5%
Development and acquisition of web sites, content and procurement of traffic ....        500,000           5.5%
Repayment of debt ...............................................................      3,250,000          36.1%
Accrued salaries payable to employees ...........................................        158,000           1.8%
Working capital and general corporate purposes ..................................        656,000           7.3%
                                                                                      ----------         -----
  Total .........................................................................     $9,014,000         100.0%
                                                                                      ==========         =====
</TABLE>


      Advertising, sales and marketing. We intend to utilize radio, print and
Internet advertising in order to promote the Urban Cool brand name and increase
traffic on our web sites.

      Capital expenditures. We intend to deploy NetStand kiosks in major urban
areas.

      Development and marketing of electronic commerce capable web sites and
other services offered by e-commerce solutions. We intend to sell electronic
commerce capable web sites to urban-based small businesses through e-commerce
solutions. We intend to utilize a portion of the net proceeds of the offering to
make our required capital contribution in the aggregate amount of $3,000,000 to
e-commerce solutions, which will be utilized to complete the development of
proprietary software to construct these web sites and to set up a sales and
marketing organization for the sale of electronic commerce capable web sites. In
addition, it is anticipated that a portion of such funds will be utilized by
e-commerce solutions for other e-commerce and business related services,
including consulting, financing, reciprocal trade and barter services and
infrastructure related services for e-commerce, Internet and other related
businesses.

      Development and acquisition of web sites, content and procurement of
traffic. We intend to develop original content, acquire web sites, license
third-party content, including financial information, news reports,
entertainment reports, features, and enter into content agreements to increase
and maintain traffic on our web sites.

      Repayment of debt. We intend to repay:


      o     $1,050,000 in promissory notes issued during July through November
            1999 in a private financing transaction plus accrued interest, at
            the rate of 10% per annum,

      o     $480,000 in promissory notes issued in July 2000, in a private
            financing transaction plus accrued interest at the rate of 10% per
            annum,


      o     a promissory note in the amount of approximately $400,000 payable to
            Analysts International Corporation plus accrued interest at the rate
            of 18% per annum,


      o     a loan in the amount of up to $1,000,000 from The Elite Funding
            Group, of which approximately $900,000 has been drawn as of the date
            of this prospectus plus accrued interest at the rate of 10% per
            annum, net of repayment of $87,500, plus extension fees in the
            aggregate amount of $150,000; and


      o     accrued salary and expenses in the amount of $252,000 payable to
            Jacob R. Miles, III, our Chairman, Chief Executive Officer and
            majority stockholder.


                                       11
<PAGE>

Working Capital and other general corporate purposes

      We intend to utilize a portion of the net proceeds of the offering for
working capital and general corporate purposes, including:

      o     $112,500 to RMH Consulting, an affiliate of the Elite Funding Group
            and our lender and a principal stockholder, pursuant to the
            consulting agreement between us and RMH; and

      o     approximately $30,000 to our officers for unpaid compensation and
            expense reimbursements;


      o     $514,500 for accrued expenses and other general corporate purposes.


      We anticipate that the net proceeds from this offering and cash provided
by operations will be sufficient to fund our operations and cash requirements
for at least the 12 months following the date of this prospectus. We cannot
assure you, however, that such funds will not be expended earlier due to
unanticipated changes in economic conditions or other circumstances that we
cannot foresee. In the event our plans or assumptions change or prove to be
inaccurate, we might seek additional financing sooner than currently
anticipated. Any net proceeds from the sale of the underwriters' over-allotment
option will be allocated to working capital and general corporate purposes.

      The proposed allocation of the net proceeds represents our management's
best estimate of its current intentions concerning the expected use of funds to
finance our activities in accordance with our management's current objectives
and current market conditions. Our management and board of directors may
allocate the funds in significantly different proportions, depending on their
needs at the time.

      Pending use of the net proceeds of this offering, we intend to invest the
net proceeds in short-term, interest-bearing, investment-grade securities.

                                 DIVIDEND POLICY

      We have never paid any dividends on our common stock. We do not intend to
declare or pay dividends on our common stock; rather, we intend to retain our
earnings, if any, for the operation and expansion of our business. Dividends
will be subject to the discretion of our board of directors and will be
contingent on future earnings, if any, our financial condition, capital
requirements, general business conditions and other factors as our board of
directors deems relevant.

                                    DILUTION


      Purchasers of our shares of common stock will experience immediate and
substantial dilution in the net tangible book value of their investment. The
difference between the initial public offering price per share of common stock
and the pro forma net tangible book value per share of common stock after this
offering constitutes the dilution per share of common stock to investors in this
offering. Pro forma net tangible book value per share represents Urban Cool's
total tangible assets less total liabilities, divided by the number of issued
and outstanding shares of common stock at June 30, 2000, after giving effect
to:


      o     on a pro forma basis to reflect:


      o     the repayment of a loan in the amount of $25,000 to an
            unconsolidated subsidiary in the third quarter of 2000; and

      o     the repayment of $87,500 to the Elite Funding Group, Inc. in the
            third quarter of 2000.



                                       12
<PAGE>


      o     the payments of $202,000 and $70,000 for expenses in connection with
            the proposed public offering and accrued salaries, respectively in
            the third quarter of 2000.

        As of June 30, 2000, we had a pro forma net tangible book value of
$(2,174,000), $(1.01) per share of common stock. Giving effect to the sale of
1,300,000 shares of common stock at the estimated initial public offering price
of $9.00 per share, representing the midpoint of the filing range, and after
deducting underwriting discounts and commissions and estimated offering
expenses, our pro forma as adjusted net tangible book value on June 30, 2000
would have been $4,885,000 or $1.38 per share. This represents an immediate
increase in the net tangible book value of approximately $2.39 per share to
existing stockholders and an immediate and substantial dilution of $7.62 per
share to new investors. The following table illustrates this per share dilution:

      Assumed initial public offering
        price per share ....................................              $9.00
      Pro forma net tangible book value
        per share as of June 30, 2000 .....................      (1.01)
      Increase per share attributable to new investors .....      2.39
                                                                  ----
      Pro forma as adjusted net tangible book
        value per share after this offering ................              $1.38
                                                                          -----
      Dilution per share to new investors ..................              $7.62
                                                                          =====

      Giving effect to the sale of 1,495,000 shares of our common stock, which
assumes the underwriters exercise the over-allotment option in full, at the
estimated initial public offering price of $9.00 per share, representing the
midpoint of the filing range, the pro forma adjusted net tangible book value on
March 31, 2000 would have been $1.71 per share. This represents an immediate
increase in the net tangible book value of approximately $2.72 per share to
existing stockholders and an immediate and substantial dilution of $7.29 per
share to new investors.

      The following table summarizes, on a pro forma basis, as of June 30 2000,
the number of shares of common stock purchased from us, the total consideration
paid to us and the average price per share paid by existing stockholders and by
new investors. The following table excludes the deduction of underwriting
discounts and commissions and other estimated expenses payable by us.


<TABLE>
<CAPTION>
                                       Shares Purchased        Total Consideration       Average
                                     ---------------------   -----------------------    Price per
                                       Number      Percent       Amount      Percent      Share
                                     ----------    -------   -------------   -------    --------
<S>                                   <C>             <C>     <C>               <C>       <C>

Existing stockholders ............    2,153,004       62%     $14,276,000       55%       $6.63
New investors ....................    1,300,000       38%     $11,700,000       45%       $9.00
                                      ---------      ---      -----------      ---
Total ............................    3,453,004      100%     $25,976,000      100%       $7.52
                                      =========      ===      ===========      ===
</TABLE>


                               PRIVATE FINANCINGS

      From July through November 1999, we completed the sale of 105 units at a
price of $10,000 per unit in a private financing transaction. Each unit in the
private financing consisted of a promissory note in the principal amount of
$10,000, 500 shares of common stock and warrants to purchase 2,500 shares of
common stock. The warrants are exercisable at an exercise price of $4.00 per
share commencing January 2000 through May 2000 and expire July 2004 through
November 2004. The notes bear interest at the rate of 10% per annum and are
payable on the earlier of 24 months from the date of issuance or upon the
closing of an initial public offering of our securities.

      In addition, the holders of at least 50% of the shares of common stock and
the shares of common stock underlying the warrants issued in the private
financing have the right to demand the registration of their shares on one
occasion. The holders of the shares of common stock and the warrants have agreed
not to sell, transfer, assign or otherwise dispose of the shares of common
stock, the warrants and the shares of common stock underlying the warrants for a
period of 12 months from the date of this prospectus.

      Security Capital acted as the placement agent for the private financing.
We paid Security Capital a fee of $105,000, which was equal to 10% of the
aggregate purchase price of the units sold, a portion of which was re-allowed to
a sub-placement agent, and a non-accountable expense allowance of $31,500 which
was equal to 3% of the aggregate purchase price of the units sold.


                                       13
<PAGE>

      In July 2000, we completed the sale of 4.8 units at a price of $100,000
per unit in a private financing transaction. Each unit in the private financing
consisted of a promissory note in the principal amount of $100,000, 10,000
shares of common stock and warrants to purchase 50,000 shares of common stock.
The warrants are exercisable at an exercise price of $2.00 per share commencing
January 2000 and expire July 2005. The notes bear interest at the rate of 10%
per annum and are payable on the earlier of 18 months from the date of issuance
or upon the closing of an initial public offering of our securities.

      In addition, the holders of at least 50% of the shares of common stock and
the shares of common stock underlying the warrants issued in the private
financing have the right to demand the registration of their shares on one
occasion. The holders of the shares of common stock and the warrants have agreed
not to sell, transfer, assign or otherwise dispose of the shares of common
stock, the warrants and the shares of common stock underlying the warrants for a
period of 12 months from the date of this prospectus.


      May Davis acted as the placement agent for the private financing. We paid
May Davis a fee of $48,000, which was equal to 10% of the aggregate purchase
price of the units sold by May Davis, and a non-accountable expense allowance of
$14,000 which was equal to 3% of the aggregate purchase price of the units sold.

      On November 23, 1999, we entered into a loan agreement with The Elite
Funding Group, Inc. which provides for a loan in an amount of up to $1,000,000
at an interest rate of 10% per annum, payable monthly. On the date we entered
into the agreement, we issued to the lender common stock purchase warrants for
the purchase of up to 375,000 shares of common stock at an as adjusted exercise
price of $.01 per share pursuant to the adjustment provisions of the warrant. We
have received advances in the aggregate amount of approximately $900,000 through
June 30, 2000. The warrants are exercisable by the lender at any time for a
period of ten years. To secure the repayment of advances under the loan
agreement, we have pledged substantially all of our assets to the lender. We
must prepay any outstanding advances under the loan agreement to the extent of
any proceeds available to us from the sale of our assets outside of the ordinary
course of business, the issuance of any indebtedness or the sale of any equity
securities. The loan became payable on May 18, 2000 and will be paid upon the
closing of this offering. In April 2000 we agreed to pay the lender an extension
fee of $75,000 payable upon the maturity of the loan to extend the maturity date
from April 14, 2000 to May 18, 2000. In August 2000 we made a payment in the
amount of $87,500 to The Elite Funding Group which is to be applied to the
outstanding balance. We have orally agreed to pay a fee in the amount of $75,000
to The Elite Funding Group for the extension of the due date for the period from
May 18, 2000 through the closing of the offering.


      We have also granted registration rights to the lender for the
registration of the shares of common stock underlying the warrants, including
demand and "piggy-back" registration rights. Pursuant to an agreement with the
lender, the shares of common stock underlying the lender's warrant may not be
sold for a period of 12 months from the date of this prospectus. However, we
have agreed to cooperate with the lender to modify the lock-up, if the lender
obtains the consent of The American Stock Exchange.

      We have also entered into a consulting agreement with RMH Consulting
Corp., an affiliate of The Elite Funding Group, a principal stockholder and our
lender. The consulting agreement is for a period of two years commencing as of
November 1, 1999 and requires us to pay the consultant a fee of $6,250 per
month. In April 2000 we agreed to pay an additional $75,000 to the consultant
upon the closing of the offering. Pursuant to the consulting agreement we issued
75,000 shares of common stock to the consultant and we are required to issue
additional shares of common stock to the consultant if we commence an initial
public offering at a price of $18.00 or less per share, so that the total number
of shares issued to the consultant will be equal to the number of shares which
could have been purchased in the initial public offering for $1,500,000. Based
on the anticipated initial public offering price of $9.00 per share, we will
issue an additional 91,666 shares of common stock to RMH Consulting upon the
closing of the offering. We have also granted registration rights to the
consultant for the registration of the shares of common stock, including demand
and "piggy-back" registration rights. Pursuant to an agreement with the
consultant, the shares of common stock may not be sold for a period of 12 months
from the date of this prospectus. However, we have agreed to cooperate with the
consultant to modify the lock-up, if the consultant obtains the consent of The
American Stock Exchange.


      Security Capital and May Davis Group assisted us in procuring the loan
from The Elite Funding Group and as compensation for such services received
warrants to purchase 20,000 shares of common stock and 10,000 shares of common
stock, respectively. In May 2000 the warrants issued to Security Capital and May
Davis Group were cancelled.



                                       14
<PAGE>

                                 CAPITALIZATION


      The following table sets forth our capitalization as of June 30, 2000:


      o     on an actual basis;

      o     on a pro forma basis to reflect:


      o     the repayment of a loan in the amount of $25,000 to an
            unconsolidated subsidiary in the third quarter of 2000; and

      o     the repayment of $87,500 to the Elite Funding Group, Inc. in the
            third quarter of 2000.

      o     the payments of $202,000 and $70,000 for expenses in connection with
            the proposed public offering and accrued salaries, respectively in
            the third quarter of 2000.

      o     on a pro forma basis as adjusted to further reflect:


            o     the issuance of an additional 91,666 shares of common stock to
                  RMH Consulting pursuant to the terms of the consulting
                  agreement based upon an estimated initial public offering
                  price of $9.00 per share, representing the mid-point of the
                  filing range;

            o     the issuance of an aggregate of 5,000 shares of common stock
                  to two non-employee directors upon the consummation of this
                  offering;

            o     the capital contribution of $2,950,000 to e-commerce solutions
                  and the resulting minority interest therein;

            o     the receipt of the net proceeds from our sale of 1,300,000
                  shares of common stock in this offering, at an estimated
                  initial public offering price of $9.00 per share, representing
                  the midpoint of the filing range, after deducting underwriting
                  discounts and commissions and our estimated offering expenses
                  and the anticipated application of the estimated net proceeds,
                  including repayment of debt. See also "Use of Proceeds" and
                  "Capitalization."

      The pro forma as adjusted table does not give effect to the following:

      o     195,000 shares of our common stock issuable upon exercise of the
            underwriters' over-allotment option;

      o     130,000 shares of our common stock reserved for issuance upon the
            exercise of the warrants granted to the underwriters of this
            offering exercisable during the four-year period commencing one year
            from the date of this prospectus at an exercise price of 165% of the
            public offering price; and

      o     250,000 shares of our common stock reserved for issuance upon the
            exercise of options pursuant to our employee stock option plan, of
            which options to purchase 104,525 shares of common stock have been
            granted and 250,000 shares of common stock reserved for issuance
            upon the exercise of options pursuant to our executive stock option
            plan, all of which have been granted.

      You should read this table in conjunction with our financial statements,
including the notes to our financial statements, which appear elsewhere in this
prospectus.

<TABLE>
<CAPTION>

                                                                           As of June 30, 2000
                                                                          ----------------------
                                                                                                   Pro Forma
                                                                Actual           Pro Forma        as adjusted
                                                              -----------       -----------       -----------
                                                              (unaudited)       (unaudited)       (unaudited)
<S>                                                            <C>               <C>               <C>

Notes payable (face value--$1,050,000, actual, and
  $1,530,000, pro forma) ..................................   $        --       $        --       $        --
                                                              -----------       -----------       -----------
Minority interest .........................................            --                --           983,000
                                                              -----------       -----------       -----------
Stockholders' equity:
Preferred stock--authorized 3,000,000 shares,
  $.01 par value: none outstanding,
  actual, pro forma and pro forma as adjusted                          --
Common stock--authorized 30,000,000 shares,
  $.01 par value; outstanding: 2,105,004 (actual),
  2,153,004 (pro forma), 3,549,670
  (pro forma as adjusted) .................................        21,000            21,000            35,000
Additional paid-in capital ................................    29,170,000        31,479,000        40,474,000
      Unearned compensation ...............................    (4,743,000)       (4,743,000)       (4,743,000)
Deficit accumulated during the development stage ..........   (16,464,000)      (16,464,000)      (23,354,000)
Unamortized debt discount in excess of
  notes payable ...........................................    (2,301,000)       (4,130,000)               --
                                                              -----------       -----------       -----------
Total stockholders' equity ................................   $ 5,683,000       $ 6,163,000       $12,412,000
                                                              -----------       -----------       -----------
Total capitalization ......................................   $ 5,683,000       $ 6,163,000       $13,395,000
                                                              ===========       ===========       ===========

</TABLE>


                                       15
<PAGE>

                             SELECTED FINANCIAL DATA


        The following table sets forth our selected financial information as of
and for the periods indicated. We derived the statement of operations data for
year ended December 31, 1999, for the period January 23, 1998 (inception)
through December 31, 1998, for the period January 23, 1998 (inception) through
December 31, 1999 and the balance sheet data as of December 31, 1998 and 1999
from our audited financial statements included elsewhere in this prospectus. The
statement of operations data presented for the six month periods ended June 30,
2000, June 30, 1999 and the periods from January 23, 1998 through June 30, 2000,
and the balance sheet data at June 30, 2000, are unaudited and were prepared by
the management of Urban Cool on the same basis as the audited financial
statements of Urban Cool included elsewhere herein and, in the opinion of
management, include all adjustments consisting of normal recurring adjustments,
necessary to present fairly the information set forth herein. The financial data
for the interim periods presented are not necessarily indicative of the results
to be expected for the full year. You should read the selected financial
information in conjunction with our financial statements, the notes to our
financial statements, and the discussion under "Plan of Operation" included
elsewhere in this prospectus.


<TABLE>
<CAPTION>


                                                                                 Period From   Period From    Period From
                                                                                 January 23,   January 23,    January 23,
                                            Six Months Period                      1998          1998          1998
                                                   Ended               Year      (Inception)   (Inception)    (Inception)
                                                 June 30 31,             Ended       Through       Through       Through
                                         -----------------------    December 31, December 31,  December 31,    June 30,
                                            2000          1999         1999         1998           1999           2000
                                         ----------     --------    ------------ ------------  ------------    ----------
                                                (Unaudited)                                                   (Unaudited)
<S>                                       <C>             <C>        <C>             <C>          <C>            <C>
Statement of operations data:
Revenues ............................            --           --            --            --             --             --
                                        -----------    ---------   -----------     ---------    -----------   ------------
Costs and expenses:
Content costs for website ...........  $      8,000    $ 392,000   $   421,000     $ 130,000    $   551,000   $    559,000
General and administrative ..........     2,364,000      216,000     2,481,000       198,000      2,679,000      5,043,000
Amortization of software costs ......       436,000           --       126,000            --        126,000        562,000
                                       ------------    ---------   -----------     ---------    -----------   ------------
Total costs and expenses ............     2,808,000      608,000     3,028,000       328,000      3,356,000      6,164,000
Amortization of debt discounts ......     7,004,000                  2,482,000            --      2,482,000      9,486,000
Amortization of debt issuance costs..       494,000                    142,000            --        142,000        636,000
Interest and related costs ..........       144,000                     34,000            --         34,000         178,000
                                       ------------    ---------   -----------     ---------    -----------   ------------
Loss before income tax benefit ......   (10,450,000)    (608,000)   (5,686,000)     (328,000)    (6,014,000)   (16,464,000)
Income tax benefit ..................            --           --            --            --             --             --
                                       ------------    ---------   -----------     ---------    -----------   ------------
Net loss/comprehensive loss .........  $(10,450,000)   $(608,000)  $(5,686,000)    $(328,000)   $(6,014,000)  $(16,464,000)
                                       ============    =========   ===========     =========    ===========   ============
Loss per share-- basic and diluted ..  $      (5.29)   $    (.48)  $     (3.98)    $    (.32)
                                       ============    =========   ===========     =========
Weighted average number of shares ...
outstanding-- basic and diluted .....     1,975,934    1,261,919     1,429,280     1,033,041
                                       ============    =========   ===========     =========
</TABLE>


<TABLE>
<CAPTION>
                                                         December 31, 1998  December 31, 1999  June 30, 2000
                                                         -----------------  -----------------  --------------
Balance sheet data:                                                                             (Unaudited)

<S>                                                           <C>               <C>             <C>
Cash including escrow ................................        $   2,000         $   68,000      $     3,000
Working capital (deficit) ............................        $(220,000)        $ (842,000)     $(2,618,000)
Total assets .........................................        $  88,000         $3,406,000      $ 8,310,000
Total long-term debt .................................               --         $       --      $        --
Total liabilities ....................................        $ 222,000         $  972,000      $ 2,627,000
Total stockholders' equity (deficiency) ..............        $(134,000)        $2,434,000      $ 5,683,000
</TABLE>



                                       16
<PAGE>

                               PLAN OF OPERATION

      You should read the following discussion and analysis of our financial
condition and results of operations in conjunction with our financial
statements, the notes to our financial statements and the other financial
information contained elsewhere in this prospectus.

Overview


      We are a development stage company. We were incorporated in January 1998,
and have not generated any revenues in offering products or services for sale.
Since our inception, we have primarily been engaged in the initial planning and
development of our web sites and operations, negotiating agreements with content
providers and raising capital. As a result, there has not been any operating
revenue generated by our web sites through June 30, 2000.


      We believe that the minority segment of the urban population has not been
meaningfully targeted for Internet services. Accordingly, we believe there is a
significant opportunity for Urban Cool to capitalize upon the demand for
Internet access in the urban market. Our objective is to establish Urban Cool as
a leading online destination of the urban consumer (B2C) and businesses (B2B)
who market their products to urban consumers. Our strategy is to establish the
Urban Cool brand name and utilize our urbancool.com online network, NetStand
kiosks and CyberCenter locations to reach our target market of urban consumers
and businesses who market their products to urban consumers.

      During the next twelve months, we intend to pursue our strategy by
substantially following the plan of operation discussed below.

Plan of operation

      We believe that deploying NetStand kiosks throughout urban America will be
critical in creating brand recognition and attracting urban consumers to our web
sites, CyberCenters and businesses to our business to business services. We
intend to utilize approximately $500,000 from the net proceeds of the offering
for advertising, sales and marketing in order to help create brand awareness for
our NetStand kiosks. We intend to utilize print, Internet and radio advertising
as well as displays, events, direct mail, telemarketing and public relations
efforts to promote our NetStand Kiosks and the Urban Cool brand name. We plan to
co-market our services through strategic alliances with major corporations. In
addition, we intend to utilize celebrities, primarily on a volunteer basis, to
promote our NetStand kiosk network and technology within our urban markets. Our
advertising and marketing efforts will also include radio giveaways and in-house
promotions.

      We intend to use approximately $1,000,000 of the net proceeds of this
offering for capital expenditures, of which approximately $200,000 will be
utilized to deploy NetStand kiosks. We intend to initially deploy the PC based
NetStand kiosks in at least 150 locations in urban markets. We intend to deploy
the balance of our kiosks pursuant to a revenue sharing agreement with Darwin
Networks. We anticipate that the cost of each NetStand kiosk will be
approximately $3,500. We intend to locate the NetStand kiosks in high-traffic
locations such as shopping malls, small businesses, community centers, bus
terminals and multi-family housing developments.


      We intend to open a model CyberCenter at 439 West 125th Street in Harlem,
New York in the fourth quarter of 2000. The CyberCenters are intended to provide
users with a place to socialize and access the Internet. The CyberCenters will
be 1,000 to 2,000 square feet and will contain 10 to 20 computers that provide
Internet access through our online network. We currently have no operating
CyberCenters. We intend to utilize approximately $200,000 from the net proceeds
of the offering to complete the development of the CyberCenter in Harlem. We
intend to license future CyberCenters to urban non-profit organizations, which
will own and operate the CyberCenters. The cost for each CyberCenter is
anticipated to range from $50,000 to $100,000. We plan to offer corporate
sponsorships of the CyberCenters in order to derive sponsorship revenue. We
intend to charge users a fee for the use of the Internet access stations at the
CyberCenters and charge a management fee to the non-profit organization which
will own and operate the CyberCenters. We plan to offer introductory classes at
the CyberCenters on the use of computers and the Internet.


      We plan to pursue relationships with membership-based groups such as
non-profit organizations, churches, alumni organizations, fraternities and other
similar organizations for brand building and membership acquisitions. We also
plan to pursue relationships with local and national businesses for content,
products, services and the sponsoring of our NetStand kiosks We may utilize a
portion of the net proceeds of this offering to make strategic acquisitions.


                                       17
<PAGE>


      We plan to derive a substantial portion of our revenue from advertising
and sponsorships. We believe that a major portion of our revenue will be derived
from our NetStand kiosks, including corporate sponsorships, billboard treatment
of the NetStand kiosks, advertising, web site development, hosting and
application services. We initially plan to generate annual revenue of
approximately $10,000 per NetStand kiosk. We also plan to offer corporate
sponsorship and advertising packages for the CyberCenters. In addition, we plan
to generate annual revenue from other advertising sponsorship packages including
banner advertising, e-mail advertising, outdoor advertising, live and broadcast
events and contest promotions. We are uncertain as to whether we will be able to
generate revenue from our NetStand kiosks or CyberCenters or the sale of
advertising on our online network. However, even if we do not generate any
revenue, we believe that the net proceeds of the offering will be sufficient to
meet our anticipated needs for working capital for at least 12 months.


      We also will seek to promote electronic commerce through our online
network. For example, we offer links to major Internet retailers and service
providers who have entered into revenue sharing agreements with us. The
agreements generally provide that we receive a commission for products purchased
through a link from our web site.


      Pursuant to an agreement in November 1999, we acquired a 66 2/3% interest
in e-commerce solutions, Inc., which is developing proprietary software to
construct electronic commerce capable web sites and electronic commerce
communities. We intend to utilize $2,950,000 of the net proceeds of the offering
to complete development of the software and to fund the start-up costs for
e-commerce solutions. In addition, it is anticipated that a portion of such
funds will be utilized by e-commerce solutions for other e-commerce and business
related services, including consulting, financing, reciprocal trade and barter
services and infrastructure related services for e-commerce, Internet and other
related businesses. We intend to market electronic commerce web sites through
e-commerce solutions to small businesses. We initially believe that a basic
electronic commerce capable web site can be marketed to small business owners at
a reasonable price. In addition, we believe that the sales of electronic
commerce web sites will provide us with additional opportunities to increase
revenue. However, we may not be able to develop the proprietary technology on a
timely basis, or at all, or generate significant revenues from the sales of
electronic commerce capable web sites.


Results of operations



      From inception, operations have been in the early stages of development.
We had no revenues for the period ended December 31, 1998, the year ended
December 31, 1999 or the six months ended June 30, 2000. We incurred losses of
$328,000, $5,686,000, and $10,450,000, respectively, for those periods, in
connection with internal use web site development costs, amortization of
software costs, debt discount and debt issuance costs, interest expenses and
other general and administrative expenses. The increase in expenses for the year
ended December 31, 1999 as compared to the period ended December 31, 1998 was
primarily attributable to a $291,000 increase in content costs for our web site,
a $2,658,000 increase in interest expenses and amortization of debt discount and
a $2,283,000 increase in general and administrative expenses consisting
primarily of consulting and professional fees of $907,000, employee compensation
of $1,078,000 (which includes compensatory stock options) and advertising,
marketing and promotional expenses of $131,000. The increase in expenses of
$9,842,000 for the six months ended June 30, 2000 as compared to the six months
ended June 30, 1999 was primarily attributable to a $2,148,000 increase in
general and administrative expenses, a $436,000 increase in amortization of
software costs, a $7,004,000 increase in amortization of debt discounts, a
$494,000 increase in amortization of debt issuance costs and a $144,000 increase
in interest and related costs and offset by a $384,000 decrease in content costs
for website.

      As of June 30, 2000 we had net operating loss carryforwards for federal
income tax purposes of approximately $4,300,000. There can be no assurance that
we will realize the benefit of the net operating loss carryforwards. The federal
net operating loss carryforward will expire 2018 through 2020. We have
established a valuation allowance with respect to these federal net operating
loss carryforward.

      For the period commencing on June 30, 2000 through the completion of the
offering, we will incur charges in the aggregate amount of approximately
$4,930,000 attributable to debt issuance costs, debt issue discount and
estimated interest expenses incurred in connection with the sale of $1,530,000
of our promissory notes, the loan agreement with respect to The Elite Funding
Group loan in an amount up to $1,000,000, the issuance of shares of common stock
to directors and consolidation of e-commerce and its subsidiaries. Additionally,
we will record a charge in the amount of $983,000 directly to stockholders'
equity representing a portion of our capital contribution to e-commerce
solutions, Inc., which reflects the minority interest. An additional $4,743,000
of



                                       18
<PAGE>


equity instrument compensatory charges are attributable to various consulting
agreements and an employee option, which are amortizeable over the term of such
agreements. In addition, upon the vesting of warrants to purchase up to 400,000
shares of common stock issued to Stanley Wolfson in connection with the
acquisition of a 662/3% interest in e-commerce solutions we will record a charge
equal to the fair value of such warrants upon such vesting in accordance with
performance criteria. In connection with the acquisition of all of the capital
stock of Wilhelmina UrbanCool.com in March 2000 for 290,000 shares of common
stock we will record an annual charge of $232,000 for a period of twenty-five
years.


      We expect operating results to fluctuate  significantly in the future as a
result of a variety of factors,  many of which are outside  our  control.  These
factors include:

      o     our ability to derive sponsorship and advertising revenue for our
            online network;

      o     our ability to generate revenue from web site development, hosting
            and application services

      o     obtaining licenses of third-party content;

      o     consumers' acceptance of electronic commerce;

      o     the development of our software to market electronic commerce
            capable web sites;

      o     the level of traffic on our web sites;

      o     the amount and timing of the deployment of NetStand kiosks and other
            capital expenditures and other costs relating to the expansion of
            our operations;

      o     the success of our efforts to market electronic commerce capable web
            sites;

      o     the introduction of new or enhanced services by us or our
            competitors, including low-cost electronic commerce capable web
            sites;

      o     the availability of desirable products and services for sale through
            our web sites;

      o     the loss of a key affiliation or relationship by us;

      o     changes in our pricing policy or those of our competitors;

      o     technical difficulties with our web sites;

      o     incurrence of costs relating to general economic conditions; and

      o     economic conditions specific to the Internet or all or a portion of
            the technology market.

      As a strategic response to changes in the competitive environment,  we may
from time to time make  pricing,  service or  marketing  decisions  or  business
combinations that could have a material adverse effect on our business,  results
of operations and financial condition.  In addition,  in order to accelerate the
promotion of our brand name, we intend to  significantly  increase our sales and
marketing  budget,  which could  materially  and adversely  affect our business,
results of operations and financial condition.

Liquidity and capital resources


      We have funded our requirements for working capital to support operations
primarily from private placements of our securities, credit from our web site
developer, Analysts International Corp., and borrowings under a loan agreement.
As of June 30, 2000, we had a working capital deficit of $2,618,000.


      The independent auditor's report on our financial statements contains
explanatory language that substantial doubt exists about our ability to continue
as a going concern. The report specifies that we have incurred net losses, and
have a working capital deficiency. If we are unable to obtain sufficient
financing in the near term or achieve profitability, then we would, in all
likelihood, experience severe liquidity problems and may have to curtail our
operations.

      For the period ended December 31, 1998, net cash provided by operating
activities was $73,000, which was primarily attributable to increases in
accounts payable, accrued expenses and a payable to officer/stockholder of
$222,000, offset by our net loss of $328,000 and increased by non-cash expenses
in the amount of $179,000. For the year ended December 31, 1999, cash used in
operating activities was $798,000. The cash used by operating activities for the
year ended December 31, 1999 was attributable to a net loss of $5,686,000 and
offset by non-cash expenses in the amount of $4,203,000 and an increase in
accounts payable, accrued expenses, payable to officer/stockholder, note payable
and net of an increase in other assets in the amount of $685,000.


                                       19
<PAGE>


      For the six months ended June 30, 1999, net cash used in operating
activities was $89,000 which was primarily attributable to a net loss of
$608,000 and an increase in other current assets and other assets of $3,000
offset by depreciation and amortization of $18,000, payable to
officer/stockholder of $85,000 and an increase in accounts payable and accrued
expenses of $419,000.

      For the six months ended June 30, 2000, net cash used in operating
activities was $437,000 which was primarily attributable to a net loss of
$10,450,000 offset by depreciation and amortization of $104,000, amortization of
unearned compensation of $1,396,000, amortization of software costs of $378,000,
amortization of debt discount and issuance costs of $7,348,000, payable to
officer/stockholder of $110,000, an increase of accounts payable and accrued
expenses of $478,000 accrued payroll of $168,000 and a decrease in other current
assets and other assets of $31,000.


      For the period ended December 31, 1998, net cash used in investing
activities was $86,000, which was attributable to the purchase of computer
equipment and software and web site development. For the year ended December 31,
1999, net cash used in investing activities was $219,000 which was attributable
to the purchase of computer equipment and software.


      For the six months ended June 30, 1999 we did not use any net cash in
investing activities. For the six months ended June 30, 2000 net cash used in
investing activities was $2,000 which was attributable to the purchase of
computer equipment and software.


      For the period ended December 31, 1998, net cash provided by financing
activities was $15,000, which was attributable to the sale of common stock. For
the year ended December 31, 1999, net cash provided by financing activities was
$1,083,000. The increase in net cash provided by financing activities was
primarily attributable to proceeds from the sale of our common stock of
$177,000, proceeds from a line of credit of $500,000 and net proceeds from a
private financing transaction of $791,000 offset by deferred offering costs of
$385,000.


      For the six months ended June 30, 1999 net cash provided by financing
activities was $87,000 which was attributable to proceeds from the sale of
common stock of $157,000 offset by deferred offering costs of $70,000. For the
six months ended June 30, 2000 net cash provided by financing activities was
$371,000 which was attributable to proceeds from a line of credit and a bank
overdraft offset by deferred offering costs of $25,000.


      In November 1999, we delivered an unsecured promissory note to Analysts
International, our web site developer, in the amount of $400,432, representing
the amount of the accounts payable plus accrued interest owed to Analysts
International. The note bears interest at the rate of 18% per annum, requires
monthly payments of $25,000 and is payable on the earlier of the closing of this
offering or June 1, 2000. We have not made the monthly payments due in December
1999 through June 2000. We intend to repay this note from the net proceeds of
this offering.

      In December 1999, we contributed $50,000 to e-commerce solutions, Inc. in
connection with our acquisition of a 66 2/3% interest in e-commerce solutions.
We have also agreed to contribute an additional $2,950,000 to e-commerce
solutions upon the closing of this offering.

      In July through November, 1999, we completed the sale of 105 units at a
price of $10,000 per unit in a private financing transaction. Each unit in the
private financing consisted of a promissory note in the amount of $10,000, 500
shares of common stock and warrants to purchase 2,500 shares of common stock.
The warrants are exercisable at an exercise price of $4.00 per share commencing
January 2000 through November 2000 expiring in July 2004 through November 2004.
The notes bear interest at the rate of 10% per annum and are payable on the
earlier of 18 months from the date of issuance or upon the closing of this
offering.


      On November 23, 1999, we entered into a loan agreement with The Elite
Funding Group, Inc. which provides for a loan in an amount of up to $1,000,000
at an interest rate of 10% per annum, payable monthly. On the date we entered
into the agreement, we issued to the lender common stock purchase warrants for
the purchase of up to 375,000 shares of common stock at an as adjusted exercise
price of $.01 per share, pursuant to the adjustment provisions of the warrant,
exercisable at any time for a period of ten years. We have received advances in
the aggregate amount of approximately $900,000. We must prepay any outstanding
advances under the loan agreement to the extent of any proceeds available to us
from the sale of our assets outside of the ordinary course of business, the
issuance of any indebtedness or the sale of any equity securities. The loan
became payable on May 18, 2000 and will be paid from the net proceeds of this
offering. In April 2000 we agreed to pay the lender an extension fee of $75,000
payable upon the maturity of the loan to extend the maturity date from April 14,
2000 to May 18, 2000. In August 2000 we made a payment in the amount of $87,500
to The Elite Funding Group which is to be applied to the outstanding balance. We
have orally agreed



                                       20
<PAGE>


to pay a fee to The Elite Funding Group in the amount of $75,000 for the
extension of the due date for the period from May 18 through the closing of the
offering. To secure the repayment of advances under the loan agreement, we have
pledged substantially all of our assets to the lender.

      In November 1999, Jacob R. Miles, III, our Chairman, Chief Executive
Officer and majority stockholder entered into a deferred compensation agreement
with us which provides that Mr. Miles shall receive accrued salary in the amount
of $131,250, payable out of the net proceeds of this offering, which amount was
accrued from January 1, 1999 through September 30, 1999. As of June 30, 2000 we
owed Mr. Miles approximately $252,000 for accrued salary and expenses which has
been recorded as a non-interest bearing loan.


      We have also entered into a consulting agreement with RMH Consulting
Corp., an affiliate of The Elite Funding Group, a principal stockholder and our
lender. The consulting agreement is for a period of two years commencing as of
November 1, 1999 and requires us to pay the consultant a fee of $6,250 per month
and $75,000 upon the closing of this offering. Pursuant to the consulting
agreement we issued 75,000 shares of common stock to the consultant and pursuant
to certain adjustment provisions in the agreement we will issue an additional
91,666 shares of common stock to the consultant upon the closing of the
offering. See "Management--Consulting Agreements" and "Certain Transactions."

      In January 2000, we entered into a one-year agreement with Ask Jeeves
which provides for payments in the aggregate amount of $437,000 during the term
of the agreement. Ask Jeeves has developed a proprietary search engine which
utilizes a question and answer format. Pursuant to the agreement, Ask Jeeves
will customize its search engine with an urban theme for use and resale by Urban
Cool.

      In July 2000, we completed the sale of 4.8 units at a price of $100,000
per unit in a private financing transaction. Each unit in the private financing
consisted of a promissory note in the amount of $100,000, 10,000 shares of
common stock and warrants to purchase 50,000 shares of common stock. The
warrants are exercisable at an exercise price of $2.00 per share commencing
December 2000 expiring in June 2005. The notes bear interest at the rate of 10%
per annum and are payable on the earlier of 18 months from the date of issuance
or upon the closing of this offering.

      Our capital requirements depend on numerous factors, including, market
acceptance of our products and services, the resources we devote to marketing
and selling our services and our brand promotions, capital expenditures and
other factors. We have experienced a substantial increase in our capital
expenditures since our inception consistent with the growth in our operations
and staffing. We anticipate this increase will continue for the foreseeable
future particularly relating to our development of NetStand kiosks, creation of
CyberCenters and systems infrastructure. We believe that, together with the
proceeds of the offering and anticipated revenues from operations, our current
cash will be sufficient to meet our anticipated needs for working capital,
capital expenditures and business expansion for the next 12 months. After 12
months, if cash generated from operations is insufficient to satisfy our
liquidity requirements, we may seek to sell additional equity or debt securities
or to obtain a credit facility. The sale of additional equity or convertible
debt securities could result in additional dilution to our stockholders. There
can be no assurance that financing will be available in amounts or on terms
acceptable to us, if at all. If we do not obtain such financing, we may have to
curtail or cease our operations.

Recent accounting pronouncements

      In March 1998, the Accounting Standards Executive Committee issued AICPA
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities."
This statement provides guidance on the financial reporting of start-up costs
and organization costs. It requires that the cost of start-up activities and
organization costs be expensed as incurred. This statement of position is
effective for financial statements for fiscal years beginning after December 15,
1998. We do not expect adoption of this statement to have a material impact on
our financial statements.

      We are required to adopt Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related Information."
Statement No. 131 superseded statement No. 14, "Financial Reporting for Segments
of a Business Enterprise" and is effective for years beginning after December
31, 1997. Statement 131 establishes standards for the way that public business
enterprises report selected information about operating segments in financial
reports. Statement 131 also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The addition of


                                       21
<PAGE>

statement 131 will not affect our results of operations or financial position,
but may affect the disclosure of the segment information in the future.

      In June 1998, the Financial Accounting Standards Board or "FASB," issued
statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement changes the previous accounting definition of
derivative, which focused on freestanding contracts such as options and
forwards, including futures and swaps, expanding it to include embedded
derivatives and many commodity contracts. Under the statement, every derivative
is recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Statement No. 133 is effective for fiscal years beginning after June
15, 2000. Earlier application is allowed as of the beginning of any quarter
beginning after issuance. We do not anticipate that the adoption of statement
No. 133 will have a material impact on our financial position or results of
operations.

      In March 2000, the FASB issued Interpretation No. 44 "Accounting for
Certain Transactions Involving Stock Compensation," clarifying the application
of Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees," with various effective dates. This interpretation defines
an employee in applying APB 25 and indicates accounting consequences of various
modifications to the terms of previously issued fixed options or awards. The
guidance in this interpretation had no effect in the accompanying financial
statements.


      In December 1999, the staff of the Securities and Exchange Commission
issued an accounting bulletin on revenue recognition which provides, among other
matters, that when a seller performs as an agent or broker without assuming the
risks and rewards of ownership of the goods, sales should be reported on a net
basis. This staff accounting bulletin is effective no later than the fourth
fiscal quarter of fiscal years beginning after December 15, 1999. We do not
expect implementation of this bulletin to have a material impact on our
financial statements.


                                    BUSINESS

General

      We operate urbancool.com, an online network targeted to urban consumers
that provides a forum for communications, information and electronic commerce.
Our online network, which has been operational since January 1999, consists of
15 channels with original content organized by subject matter, and includes a
search engine for users. The channels cover topics of interest to urban
consumers such as arts and literature, health and fitness, sports, education,
children, entertainment, finance, women's issues and travel. In addition, our
online network includes urbanmall.net, a shopping site and business to business
sites urbancoolnet.com, an Internet services site and urbantrends.com, a
business information site. Through our search engine, our online network of web
sites is linked to more than 2,000 web sites. According to Web Trends, page view
impressions from January 1999 through December 1999 exceeded 500,000.

      We are a development stage company. We were incorporated in January 1998,
and have not generated any revenues in offering products or services for sale.
Since our inception, we have primarily been engaged in the initial planning and
development of an infrastructure, our web sites, NetStand kiosk network and
operations, negotiating agreements with infrastructure companies, kiosk
partners, marketing partners, content providers and raising capital.

      Our objective is to establish our NetStand kiosks and our online network
as a leading online destination of urban consumers and businesses who market
their products to urban consumers. We intend to provide:

      o     urban residents with a local competitive means of accessing
            information, technology, communications and financial products and
            services as well as transportation products and services such as
            bus, train and airline information and ticketing; and

      o     businesses with Internet services and access to the urban
            marketplace for additional sales and customer service opportunities,
            while providing exposure in the urban marketplace for their brands,
            including utilizing our Netstand kiosks for web site development,
            hosting, application services and content distribution services.

The Internet

      Internet access among U.S. households is increasing at a rapid rate.
According to a July 1999 study published by the U.S. Department of Commerce,
approximately 42% of U.S. households own computers. Approximately 26% of U.S.
households now have Internet access, and Internet access has increased for all
demographic groups in all locations. In 1998, Internet access increased 52.8%
for White households, 52% for African American households and 48.3% for Hispanic
households.

      We believe that the rapid increase in Internet usage by U.S. households
represents a substantial opportunity for companies to conduct business online.
The functionality and accessibility of the Internet have made it an

                                       22
<PAGE>

attractive commercial medium by providing features that historically have been
unavailable through traditional distribution channels. Applications that allow
consumers to comparison shop or choose from a large selection of goods or
services have flourished on the Internet. Because of these advantages, an
increasingly broad base ofproducts and services is sold online, including
consumer goods such as automobiles, books and CDs, and a variety of services,
including travel, securities trading and other financial services. Forrester
Research estimates that revenues from electronic commerce consumer spending in
the U.S. will increase from approximately $20.2 billion in 1999 to approximately
$184 billion in 2004.

      Advertisers and direct marketers are also increasingly using the Internet
to locate  and  market to  customers.  Forrester  Research  estimates  that U.S.
Internet  advertising  will  grow from  approximately  $2.8  billion  in 1998 to
approximately $22 billion in 2004.

Urban consumer market segment

      Our target audience for our web sites is America's urban residents. The
1990 U.S. Census states that approximately 160 million out of 250 million
Americans live in an urban environment. Within this urban market, we believe the
minority population will be attracted to Urban Cool as one of its primary online
destinations since we believe it has not been meaningfully and directly targeted
for Internet access.

      According to the Census, approximately 80% of the U.S. minority population
lives in an urban environment, which includes 24 million African Americans and
18 million Hispanics. Minorities trail whites in computer ownership and usage.
The U.S. Department of Commerce report states that African American and Hispanic
households have far lower ownership levels of computers (at 23% and 26%) and
Internet access levels (11% and 13%) as compared to White household computer
ownership of 47% and Internet access of 30%. However, both African American and
Hispanic households are twice as likely to own computers as they were in 1994
and this rate of increase is greater than the rate of increase for White
ownership of computers. Because minorities are increasing their use of
computers, we believe there is a significant opportunity for Urban Cool to
capitalize on new urban minority demand for Internet access.

Strategy

      General

      Our objective is to establish our NetStand kiosks and online network as a
leading online destination for the urban consumer. Our strategy is to attract
urban consumers to our online network, NetStand kiosks and CyberCenter locations
for information, products and services and to develop revenue generating
relationships with businesses which desire to reach urban consumers. Our
strategy also includes marketing electronic commerce capable web sites to
urban-based small businesses as well as web site development, hosting,
application services, infrastructure services and other Internet services. The
key elements of our strategy are described below.

      Create brand recognition

      We believe that deploying NetStand kiosks throughout urban America will be
critical in creating brand recognition and attracting urban consumers to our web
sites, NetStand kiosks and CyberCenters and building brand awareness among urban
businesses. We intend to differentiate our business from other online networks
through our focus on America's inner city families and our use of NetStand
kiosks and CyberCenters which are intended to introduce and promote our web
sites to urban consumers. We intend to utilize print, Internet and radio
advertising as well as displays, events, direct mail, telemarketing and public
relations efforts to promote the Urban Cool brand name. We plan to co-market our
services through strategic alliances with major corporations. In addition, we
intend to utilize celebrities, primarily on a volunteer basis, to promote our
NetStand kiosk network and technology within our urban markets. We believe
celebrities will volunteer their services based on discussions we have had with
several of them who have given exclusive interviews on our online network. Our
advertising and marketing efforts will also include radio giveaways and in-house
promotions.

      Develop NetStands

      We intend to place PC-based NetStand kiosks in at least 150 locations in
urban markets. Sites for Netstand kiosks are initially planned within six urban
markets: Brooklyn and Harlem in New York City, and several areas within Dallas,
Detroit, Los Angeles, Miami and San Francisco Bay area. We intend to locate the


                                       23
<PAGE>

NetStand kiosks in high-traffic locations such as shopping malls, small
businesses, community centers, bus terminals and multi-family housing
developments. We have built seven NetStand kiosks which are fully operational
and, in September 1999, we entered into an agreement with a shopping center in
Dallas, Texas to deploy five NetStand kiosks. We believe that the NetStand
kiosks will be an integral part of our network. The NetStand kiosks provide
Internet access in inner city locations and are designed to be easily operated
by people with no previous Internet or computer experience.

      Individuals will be able to use the NetStand kiosks to visit our web
sites, search the Internet, purchase tickets, send money, access local
information and engage in electronic commerce transactions. We intend to rely on
independent third parties to manufacture, install and service the NetStand
kiosks. We anticipate that the cost of each NetStand kiosk which we acquire will
be approximately $3,500. We also intend to deploy Netstand kiosks pursuant to a
revenue sharing agreement with Darwin Networks. Purusant to the agreement with
Darwin Networks, we will earn up to 30% of the net income for each Internet
kiosk which we obtain a location for Darwin Networks. The NetStand kiosks will
be networked, designed and programmed for the local urban market in which they
are deployed. The users of the NetStand kiosks will be provided with high-speed
Internet access and charged fees for certain functions. The NetStand kiosks are
designed to accept cash as well as major credit and debit cards. We also plan to
offer corporate sponsorship programs and advertising on the NetStand kiosks,
which we believe will constitute a major portion of our revenue. We also intend
to utilize the NetStand kiosks to build a data base of consumers for targeted
marketing, consumer surveys and data mining opportunities.

      Build CyberCenters


      We intend to open a model CyberCenter at 439 West 125th Street in Harlem,
New York in the fourth quarter of 2000. The CyberCenters are intended to provide
users with a place to socialize and access the Internet. The CyberCenters will
be 1,000 to 2,000 square feet and will contain 10 to 20 computers in NetStand
kiosks and multi-media computer stations that provide Internet access through
our online network. We currently have no operating CyberCenters. We also intend
to provide technology focused business services at the CyberCenters, such as
computer enhanced photos, Internet telephone service, database research, urban
research and to offer telecommunication products and services.


      We intend to license future CyberCenters to urban non-profit
organizations, which will own and operate the CyberCenters. The cost for each
CyberCenter is anticipated to range from $50,000 to $100,000. We anticipate the
non-profit organization will have capital expenditures of between $20,000 to
$40,000 in connection with opening the CyberCenter. We plan to offer corporate
sponsorships of the CyberCenter in order to derive sponsorship revenue. We
intend to charge users a fee for the use of the Internet access stations at the
CyberCenters and charge a management fee to the non-profit organizations which
will own and operate the CyberCenters. We plan to offer introductory classes at
the CyberCenters on the use of computers and the Internet.

      Generate sponsorship, advertising revenues and other NetStand kiosk
      revenue


      We plan to derive a substantial portion of our revenue from Internet
services, advertising and sponsorships. We believe that a major portion of our
revenue will be derived as a result of our NetStand kiosks, including corporate
sponsorships, billboard treatment, advertising, web site development, hosting
and application services. We initially plan to generate an annual revenue of
approximately $10,000 per NetStand kiosk. We also plan to offer corporate
sponsorship and advertising packages for the CyberCenters. In addition we plan
to offer other advertising sponsorship packages including banner advertising,
e-mail advertising, outdoor advertising, live and broadcast events and contest
promotions.


      Promote electronic commerce

      We also offer links to major Internet retailers and service providers who
have agreed to revenue sharing agreements with us based on either a percentage
of sales or a set fee basis. The agreements generally provide that we receive a
commission for products purchased through a link from our web site. Currently,
through our agreements with Internet retailers and service providers, we sell
gifts, flowers, travel, computer hardware and software, video game hardware and
software, fine art, music, videos and film, entertainment and sports branded
clothing and products, health products and haircare and beauty products. We also
plan to offer auction services, telecommunications products and services,
Internet services, financial services, transportation information and tickets.
We have had discussions with several telephone companies, a financial services
company, and Internet


                                       24
<PAGE>

services companies to market their products and services. Although no definitive
agreements have been reached, we believe, although there can be no assurance,
that we will be able to offer their products and services through our online
network.

      We also intend to offer merchandise through our online network including
Urban Cool branded and co-branded merchandise. Products anticipated to be
offered include t-shirts and caps, gift products, music and music video
products, video game products, posters, stickers and other printed merchandise
and low cost computers.

      Pursue strategic acquisitions and alliances

      We plan to pursue relationships with membership-based groups such as
non-profit organizations, churches, alumni organizations, fraternities and other
similar organizations for brand building and membership acquisitions. We also
plan to pursue relationships with local and national businesses for content,
products, services and the sponsoring of our NetStand kiosks. Additionally, we
plan to pursue strategic acquisitions of Internet-related companies, other web
sites and local urban weekly newspapers that have viewers/subscribers that reach
our target market segment and generate advertising revenue. We may utilize a
portion of the net proceeds of this offering to make strategic acquisitions.

      We have entered into a marketing alliance agreement with Navisite, Inc.
Navisite provides web site hosting services, bandwidth and computer equipment to
businesses. Pursuant to the alliance agreement with Navisite, we will resell
Navisite services and receive a commission equal to 10% of all revenue which we
generate for Navisite. We have also entered into an agreement with Akamai
Technologies, Inc. Akamai provides services to businesses which will enhance the
performance and functionality of their web sites. Our web sites will contain a
link to Akamai's site and Akamai's site will contain a link to our site. We
intend to enter into similar agreements with other technology and
telecommunication companies which provide business-to-business services. We
believe that other companies will enter into strategic alliances with us because
of their desire to market their products and services to our target market of
urban consumers and businesses.

      Other Business to Business Services

      We have recently acquired a 66 2/3% interest in e-commerce solutions -- in
exchange for warrants to purchase up to 525,000 shares of common stock and our
agreement to contribute $3,000,000 -- which is developing proprietary software
to construct electronic commerce capable web sites and electronic commerce
communities. We anticipate completing the development of the software for the
design of the web sites in the fourth quarter of 2000. We intend to utilize a
portion of the net proceeds of the offering to make a required capital
contribution to e-commerce solutions which will be utilized to complete
development of the software and to set up a sales and marketing organization.
Using the software, our in-house personnel will consult with business customers,
and will design and sell customized electronic commerce capable web sites for
the business customer. We intend to market the electronic commerce web sites to
small urban-based businesses at a relatively low cost. Our goal is to develop a
substantial sales force to market the web sites.

      In addition, we believe that the sales of electronic commerce web sites
will provide us with additional opportunities to increase revenue. We intend to
offer purchasers of web sites various services including:

      o     web hosting services;


      o     interior alteration services with a apecialty in turnkey facilities
            for Internet and Internet related companies;

      o     modular construction services with a specialty in the construction
            of facilities for Internet and Internet related industries;


      o     additional sophisticated web site development services; and

      o     specialized marketing into the African-American and Hispanic
            markets.

      We intend to enter into agreements with purchasers of web sites to provide
direct links to urbancool.com and to our other web sites.

      e-commerce solutions also intends to offer other e-commerce and business
related services, including consulting, financing, reciprocal trade and barter
services and infrastructure related services for e-commerce, Internet and other
related businesses.


                                       25
<PAGE>

      Provide other services

      Urban Cool, together with non-profit organizations, intends to participate
in providing introductory computer training programs in select cities. By
providing introductory classes, we intend to build a client base familiar with
our services. We do not plan, however, on generating revenue from the classes.
Other services which we plan to offer through our online network, NetStand
kiosks and CyberCenters include money transfer, transportation tickets and
public transportation information. We intend to offer web hosting and related
services pursuant to our marketing alliance agreement with Navisite and
application services and content distribution services pursuant to our agreement
with Akamai.

      In addition, we intend to offer via urbancool.com, NetStand kiosks and
CyberCenters financial services such as bill paying and a full line of
telecommunication products and services including prepaid local and long
distance phone usage, prepaid cellular phones, pagers, prepaid home and business
phone services. We have entered into an agreement with NatioNet Online, an
Internet service provider, that offers Internet access to subscribers.

Urban Cool Online Network

      Our online network is organized around consumer focused sites anchored by
urbancool.com with 15 content specific channels and three business focused Urban
Cool web sites. Our channels, web sites and special features are described
below.

      Arts & literature channel

      The Arts & Literature channel provides original content and links to web
sites related to the arts, culture, dance, genealogy, literature, performing
arts and theatre.

      Health and fitness channel

      The Health and Fitness channel provides news stories on health and fitness
topics as well as links to web sites related to medicine and drugs, diseases,
fitness, medical references, insurance, mental health, natural health,
organ-tissue donation, health organizations and vision.

      Sports channel

      The Sports channel provides original content, sports news and stories as
well as links to sports magazines and numerous professional and amateur sports
and sporting events.

      Education channel

      The Education channel provides links to web sites related to education,
including careers, college guides, curriculum, scholarships, educational
organizations and educational references.

      U' Cool kids channel

      The U' Cool Kids channel provides links to web sites related to books and
stories, clubs, education, games, girls only, holiday fun, museums and
television.

      Urban styles channel

      The Urban styles channel provides links to web sites related to autos,
auctions, toys, fashion and beauty, men's topics, hip hop and shopping
destinations.

      Entertainment channel

      The Entertainment channel provides special interest stories and interviews
as well as links to web sites related to entertainment awards, celebrities,
music, entertainment magazines, movies, films, television, games, history,
entertainment organizations, comics, radio and hobbies.

      Living and family channel

      The Living and Family channel provides top news stories and features as
well as links to web sites related to religions, adoption, gardening, home
improvement, real estate, parenting, environment, organizations, pets,
inspirational stories, seniors, singles, insurance, spiritual well-being and
time management.


                                       26
<PAGE>

      Cool technology channel

      The Cool Technology channel contains news stories as well as links to web
sites related to computers, stereo and television, telecommunications,
magazines, museums, technology-related organizations and video games.

      Food and beverage channel

      The Food and Beverage  channel provides links to web sites related to food
and beverage, recipes, food and beverage magazines and restaurants.

      Money talks channel

      The Money talks channel provides links to web sites related to financial
news, careers, financial topics and business, consumer and professional
organizations.

      Travel and events channel

      The Travel and Events channel provides links to web sites related to city
guides, travel, state guides, events and holidays.

      Street watch channel

      The Street Watch channel provides links to web sites related to law
enforcement agencies, drugs and crime.

      News and government channel

      The News and Government channel provides top news stories, as well as
links to web sites related to government, legal information, magazines, news
services, newspapers and organizations.

      For women channel

      The For Women channel provides original content and links to web sites for
women, related to health issues, business, careers, magazines, organizations and
weddings.

      Urbancool.com

      Urbancool.com is our consumer focused site for urban consumers and others
who follow trends in the urban community, which contains links to our 15 content
specific channels and our other web sites.

      Urbancoolnet.com

      The  urbancoolnet.com  site is our  corporate and business to business web
site.

      Urbanmall.net

      The urbanmall.net  site is a shopping site which offers software,  videos,
books, music, CDs, Urban Cool caps, t-shirts and backpacks.

      Urbantrends.com

      The urbantrends.com site is a business-to-business site that provides
information about trends in the urban community and links to urban magazines,
advertising agencies and research about the urban community.

      Urbanjobs.com

      Urbanjobs.com is a site focused on career development, job searches and
business services for corporate personnel departments.

      Future web sites

      We intend to develop Urban Cool Magazine, a print and online technology
lifestyle magazine focused on the urban consumer. We also intend to develop
urbanauctions.com, a collection of web pages focused on celebrity, business and
charity auctions.


                                       27
<PAGE>

U' Cool Crew

      We intend that each channel will be hosted by one of our 12 proprietary
fictional characters known as part of the U' Cool Crew, presenting original
content, link recommendations and acting as sales persons for
electronic-commerce products and services. Our web sites contain a
computer-generated likeness and description of each of the characters, including
their favorite food, dessert, sport and other interests. We intend to further
develop the personalities of each of these characters, including animating and
casting for the characters and providing scripts for the characters. We also
intend to utilize the characters in television, radio and print advertising, to
make personal appearances and to promote the Urban Cool brand name and
electronic commerce products. Network users are able to send e-mail to the
characters and to vote for their favorite characters. We believe that the U'
Cool Crew will build brand awareness and brand loyalty for the Urban Cool brand
name.

Sales and marketing

      Our sales organization will provide input on design and placement of our
Internet-based advertising and the content on local web sites. The sales
representatives' objective will be to provide a high level of customer service
and satisfaction to business customers. We also intend to have our sales
representatives focus on selling sponsorship packages and banner advertising
programs together with web site development services, hosting and application
services.

      We intend to utilize a number of methods to promote the Urban Cool brand
name including advertising on other Internet sites, targeted publications, radio
stations, and cross promotional arrangements to secure advertising and other
promotional considerations. We have distributed promotional material at select
targeted events such as Black expo, cinco de mayo events, concerts and other
community events. To further promote the Urban Cool brand name, we intend to
enter into strategic alliances with consumer products and technology companies.

      We intend to develop relationships with urban non-profit groups and with
other urban consumer membership based groups, such as churches, alumni
organizations, fraternities and similar organizations, for brand building and
membership acquisitions. We plan to meet with urban non-profit organizations and
other urban consumer membership based groups to identify sponsorship and grass
roots marketing opportunities. We also intend to sponsor events, concerts and
other community activities to promote the Urban Cool brand name.

Distribution - internet service provider

      We have entered into an agreement with NatioNet Online, an Internet
service provider, to provide Internet access to our users. Pursuant to the
agreement, we will receive 5.1% of the monthly fee paid by each subscriber. We
intend to promote Internet service access by distributing Urban Cool co-branded
software via direct mail, magazine insertions, at concerts, seminars and events
as well as through our CyberCenters and NetStand kiosk locations. We also will
distribute our software in computer stores, record stores, discount stores,
grocery stores and through churches, community events and other community-based
organizations and membership based groups.

WilhelminaUrbanCool.com Inc.

      In March 2000 we acquired all of the capital stock of
WilhelminaUrbanCool.com, Inc. in exchange for 290,000 shares of our common
stock. WilhelminaUrbanCool.com, Inc. was formed in February 2000 in order to
license the Wilhelmina trademark from Wilhelmina Artist Management LLC. The
license agreement provides for an initial term of 25 years and successive
five-year renewal options. Wilhelmina Models which was founded in 1967 is one of
the leading modeling agencies in the industry. Wilhelmina Models is an agent for
over 1,000 models and its current roster of models, athletes and musical talent
includes Mia Tyler, Kevin Garnett, Kate Dillon, Katerina Witt, Jenna Elfman,
Brandy, Paula Cole, Kid Rock, Kool and the Gang, Hootie and the Blowfish, and
Sugar Ray. Pursuant to the license agreement, WilhelminaUrbanCool.com, Inc. has
been granted the license to utilize the Wilhelmina trademark in connection with
a web site known as WilhelminaUrbanCool.com. Wilhelmina Artist Management, llc
has agreed to provide to WilhelminaUrbanCool.com, Inc. all head shots,
photographs and other materials which Wilhelmina has the right to utilize for
self-promotion and to provide content for the WilhelminaUrbanCool.com web site.
In addition, it is anticipated that WilhelminaUrbanCool.com will market
merchandise, sponsor contests, model searches and engage in other promotions
utilizing the web site.


                                       28
<PAGE>

Web site design services and e-commerce solutions

      In November 1999, we entered into an agreement to acquire 66 2/3% of the
capital stock of e-commerce solutions, Inc. In connection with the acquisition,
we have advanced $50,000 of capital to e-commerce solutions and have agreed to
contribute an additional $2,950,000 of capital to e-commerce solutions upon the
completion of the offering. In addition, we issued warrants to purchase up to
525,000 shares of common stock to Stanley Wolfson, exercisable are as follows:

      o     warrants to purchase 25,000 shares of common stock are exercisable
            immediately at an exercise price of $4.00 per share;

      o     warrants to purchase 100,000 shares of common stock are exerciseable
            immediately at an exercise price of $2.00 per share;

      o     warrants to purchase 100,000 shares of common stock are exercisable
            provided that e-commerce solutions has gross sales of at least
            $2,500,000 within 24 months of our contribution of $3,000,000 to
            e-commerce solutions at an exercise price of $2.00 per share;

      o     warrants to purchase an additional 100,000 shares of common stock
            are exercisable provided that e-commerce solutions has gross sales
            of at least $7,500,000 within 24 months of our contribution of
            $3,000,000 to e-commerce solutions at an exercise price of $2.00 per
            share;

      o     warrants to purchase an additional 100,000 shares of common stock
            are exercisable provided that e-commerce solutions has gross sales
            of at least $15,000,000 within 24 months of our contribution of
            $3,000,000 to e-commerce solutions at an exercise price of $2.00 per
            share and

      o     warrants to purchase an additional 100,000 shares of common stock
            are exercisable provided that e-commerce solutions has gross sales
            of at least $25,000,000 within 24 months of our contribution of
            $3,000,000 to e-commerce solutions at an exercise price of $2.00 per
            share.

      e-commerce solutions has entered into a three-year employment agreement
with Stanley Wolfson to serve as the president. Mr. Wolfson shall receive a
salary of $175,000 per annum plus 2% of gross sales commencing as of November 1,
1999. Pursuant to our shareholder's agreement with Stanley Wolfson and
e-commerce solutions, Mr. Wolfson has the ability to manage the affairs of
e-commerce solutions, subject to our right to vote on certain shareholder
matters. In connection with the shareholder's agreement, the vote of 70% of the
shares of common stock outstanding is required in connection with a vote of the
shareholders.

      e-commerce solutions owns partially developed proprietary software to
construct electronic commerce capable web sites and electronic commerce
communities. We intend to utilize a portion of the net proceeds of the offering
to complete development of the software and to fund the start-up costs for
e-commerce solutions. We anticipate completing the development of the software
in the fourth quarter of 2000. e-commerce solutions also intends to offer other
e-commerce and business related services, including consulting, financing,
reciprocal trade and barter services and infrastructure services for e-commerce,
Internet and other related businesses. We intend to market electronic commerce
web sites through e-commerce solutions to urban-based small businesses. We
believe that a basic electronic commerce capable web site can be marketed to
urban-based small business owners at a relatively low cost. We plan to utilize a
substantial telemarketing effort and a dedicated sales force to market the web
site design services. We cannot assure you that we will be able to develop such
a sales force or develop web site design services. We intend to offer
competitive performance-based compensation packages to our sales representatives
and telemarketers.


      In March 2000 e-commerce solutions formed Mastercraft Builders, Inc., a
90% owned subsidiary, to perform interior alteration services with a specialty
in turnkey facilities for Internet and Internet related companies. In March
2000, Mastercraft entered into an agreement with Urban Fetch to act as the
general contractor in connection with a project located in New York City. In the
second quarter of 2000 Mastercraft's gross revenue, derived from services
performed for two customers, including Urban Fetch, was $1,222,000. We cannot
assure you that Mastercraft will continue to receive revenues comparable to
those received in the second quarter of 2000. In April 2000 e-commerce solutions
formed ModTech Solutions, Inc., a 90% owned subsidiary, to engage in modular
construction with a specialty in the construction of facilities for Internet and
Internet related industries. In April 2000 ModTech purchased machinery and
equipment for a purchase price of $25,000 and entered into a six month
consulting agreement with a consultant providing for a consulting fee in the
aggregate amount of $50,000.



                                       29
<PAGE>

Revenue sharing agreements


      We have entered into revenue sharing agreements, with Music Boulevard/CD
Now, car prices.com, electronics.net, Yahoo store, and buydirect.com. The
agreements generally provide that we receive a commission for products purchased
through a link on our web site. We intend to enter into agreements to offer
Internet links to other Internet retailers, including telecommunications and
Internet services, financial services, and transportation services.


Web site management and development

      Analysts International designed our initial web sites. We presently
develop, manage and maintain our network of web sites. Our web site management
and development is supervised by our Vice President of Technology and Internet
Services and is assisted by employees, strategic partners and subcontractors.

Technology

      Technology is a critical part of our business and affects our business in
a variety of ways. We intend to upgrade and modify our network hardware systems
and software in order to provide faster, more robust and more reliable
communications, entertainment and Internet services to our customers. We intend
to have servers in multiple locations in order to provide back-up of our
computer systems, quicker access to our online network and the ability to handle
the anticipated increased use of our online network. We intend to utilize
Navisite and Akamai for technology infrastructure support and Ask Jeeves for
search and customer service applications.

Competition

      The market for Internet products and services is highly competitive and
competition is expected to continue to increase significantly. There are no
substantial barriers to entry in these markets, and we expect that competition
will continue to intensify. We compete with many other providers of information
and community services such as AOL, Excite, Inc. Infoseek Corporation, Lycos,
Inc., and Yahoo Inc. as well as other web sites including bet.com,
starmedia.com, and quepasa.com. As we expand the scope of our Internet services,
we will compete directly with a greater number of Internet sites and other media
companies. A large number of web sites and online services also offer electronic
commerce products, informational and community features. There can be no
assurance that we will be able to compete successfully or that the competitive
pressures faced by us will not have a material adverse effect on our business.

      We compete with IBM and EDS for web site design services as well as other
local, regional and national web site designers. As we expand our web site
design services we will compete directly with other web site design services
offering similar products. In addition, other web site designers may offer
reasonably priced electronic commerce capable web sites or develop similar or
superior software. We cannot assure you that we will be able to compete
successfully.

      There are other web sites that attract segments of our potential market.
We believe that we will be able to differentiate Urban Cool from competitors by
promoting the Urban Cool brand name and through access to our online network
through NetStand kiosks and CyberCenters.


      Many of our existing competitors, as well as a number of potential new
competitors, have significantly greater financial, technical, marketing and
distribution resources. In addition, other web sites and online networks may be
acquired by, receive investments from, or enter into other commercial
relationships with larger, well-established and well financed companies. Greater
competition resulting from these types of strategic relationships could have a
material adverse effect on our business, operating results and financial
condition.


Government regulation

      Due to the increasing popularity and use of the Internet, it is possible
that a number of laws and regulations may be adopted with respect to the
Internet, covering issues such as user privacy, defamation, pricing, taxation,
content regulation, quality of products and services, and intellectual property
ownership and infringement. Such legislation could dampen the growth in use of
the Internet generally, decrease the acceptance of the Internet as a
communications and commercial medium and require us to incur expense in
complying with any new regulations. Other nations have taken actions to restrict
the free flow of material


                                       30
<PAGE>

deemed to be objectionable on the Internet. In addition, several
telecommunications carriers are seeking to have telecommunications over the
Internet regulated by the Federal Communications Commission in the same manner
as other telecommunications services. Such laws and regulations if enacted in
the United States or abroad could have a material adverse effect on our
business. Moreover, the applicability to the Internet of the existing laws
governing issues such as property ownership, copyright, defamation, obscenity,
and personal privacy is uncertain, and we may be subject to claims that our
services violate these laws. Any new legislation or regulation in the United
States or abroad or the application of existing laws and regulations to the
Internet could have a material adverse effect on our business.

      Due to the global nature of the Internet, it is possible that, although
transmissions by us over the Internet originate primarily in the State of Texas,
the governments of other states and foreign countries might attempt to regulate
our transmissions or prosecute us for violations of their laws. There can be no
assurance that violations of local laws will not be alleged or charged by state
or foreign governments, that we might not unintentionally violate such law or
that such laws will not be modified, or new laws enacted, in the future. Any of
the foregoing developments could have a material adverse effect on our business.

Trademarks and proprietary rights

      We regard our copyrights, trademarks, trade names, trade dress, trade
secrets, and similar intellectual property as critical to our success, and we
intend to rely on trademark and copyright law, trade secret protection and
confidentiality and/or license agreements with our employees, customers,
independent contractors, partners and others to protect our proprietary rights.
We pursue the registration of our trademarks and service marks in the United
States, and have applied for and obtained registration in the United States for
the Urban Cool brand name. We are in the process of filing for additional
protection. Effective trademark, service mark, copyright and trade secret
protection may not be available in every country in which our products and
services are made available online.

      There can be no assurance that the steps taken by us to protect our
proprietary rights will be adequate or that third parties will not infringe or
misappropriate our copyrights, trademarks, trade dress and similar proprietary
rights. In addition, there can be no assurance that other parties will not
assert claims of infringement of intellectual property or alter proprietary
rights against us.

      We may be required to obtain licenses from others to refine, develop,
market and deliver new services. There can be no assurance that we will be able
to obtain any license on commercially reasonable terms, or at all or that rights
granted pursuant to any licenses will be valid and enforceable.

Employees

      As of June 30, 2000 we had seven full-time employees, two of which were
involved in marketing and sales and five in general management, technology and
administration. We also have two part time employees. We have no collective
bargaining agreement with our employees. We believe that our relationship with
our employees is satisfactory.

Legal proceedings

      Urban Cool is not currently involved in any material legal proceedings. We
may from time to time become a party to various legal proceedings arising in the
ordinary course of our business.

Properties

      Our Internet hosting and co-location servers are located at 1950 Stemmons
Freeway, Dallas Texas. Our lease is month to month at a monthly rate of $1,200
per month. We also have leased 1,350 square feet at 1401 Elm Street, Dallas,
Texas at a monthly rental of $1,635. We lease space at 439 West 125th Street in
the Harlem area of New York City at a monthly rate of $880 per month, for our
model CyberCenter. e-commerce solutions leases office space at 600 West 57th
Street, New York, New York at a monthly rate of $5,000 per month, which lease
expires in October 2002. We are in the process of locating additional space for
our expanded operations. However, no definitive agreements have been executed.


                                       31
<PAGE>

                                   MANAGEMENT

Directors and executive officers

      The following table sets forth information concerning our directors and
executive officers as of the date of this prospectus. Sir Brian Wolfson has
agreed to serve as a director of Urban Cool upon the completion of the offering.

    Name                  Age                  Position
    ----                  ---                  --------
Jacob R. Miles, III* ...  45  Chairman, Chief Executive Officer and Director
Barry M. Levine ........  56  Secretary, Treasurer and Chief Financial Officer
Tony Winston ...........  33  Vice President of Technology and Internet Services
Rosalind Bell ..........  41  Director
Sir Brian Wolfson* .....  64  Director Nominee
----------

* We intend to elect such individuals to the audit and compensation committees.

      The following is a brief summary of the background of each executive
officer and director:

      Jacob R. Miles, III, our founder, has been Chairman and Chief Executive
Officer since inception. From 1996 to 1998, Mr. Miles was President of Miles
Companies, an entertainment- and technology-focused consulting firm. From 1993
to 1996, he was Chairman and Chief Executive Officer of Cultural Exchange
Entertainment Corp., a developer and marketer of entertainment properties, toys
and electronic learning aids targeted at urban markets, which filed for
protection from its creditors under Chapter 7 of the Bankruptcy Code in United
States Bankruptcy Court for the Southern District of New York in January 1998
and was discharged in July 1998. Prior to 1993, Mr. Miles held engineering
operations and senior management positions with Tonka Corp. and General Mills
Toy Group. He received an engineering management certificate from Xavier
University in 1980. Mr. Miles is the husband of Rosalind Bell, a director of
ours.

      Barry M. Levine became our Secretary, Treasurer and Chief Financial
Officer in November 1999. From October 1996 to August 1999, Mr. Levine was a
director and the President and Chief Executive Officer of Millennium Sports
Management, Inc., a publicly-traded stadium management company. From April 1996
through September 1996 Mr. Levine was unemployed. From December 1991 through
March 1996, Mr. Levine held various offices and was a director of Sports Heroes,
Inc., a publicly-traded sports memorabilia company. Mr. Levine resigned from
Sports Heroes in March 1996, and subsequently, in May 1996, Sports Heroes, Inc.
filed a voluntary petition for reorganization under Chapter 11 of the United
States Bankruptcy Code; in October 1996, this case was converted to a proceeding
under Chapter 7 of the United States Bankruptcy Code. Mr. Levine is also a
certified public accountant. Mr. Levine received a B.B.A. in accounting from
Pace University in 1967.

      Rosalind Bell became a director in November 1999. Ms. Bell has been a
marketing consultant from January 2000 to the present. From May 1999 to January
2000, Ms. Bell was Vice President of Marketing for Optel, a telecommunications
cable and Internet company. From April 1998 to April 1999, Ms. Bell was a Vice
President of Marketing for the Don Pablo division of Avado Corporation. From
October 1997 to April 1998, she served as Vice President-Marketing for Time
Warner's Six Flags Amusement Parks. From 1994 to 1997, Ms. Bell was Group
Marketing Director at Pillsbury Company. Ms. Bell received a B.A. in Business
from Washington University in 1980 and an M.B.A. from Northwestern University in
1981. Ms. Bell is the wife of Mr. Miles, the Chairman and Chief Executive
Officer, and majority stockholder of Urban Cool.

      Sir Brian Wolfson has agreed to become a director of ours upon completion
of the offering. Sir Brian served as Chairman of Wembley, PLC from 1986 to 1995.
Sir Brian is currently a director of Fruit of the Loom, Inc., Kepner-Tregoe,
Inc., Playboy Enterprises, Inc., and Autotote Corporation, Inc.

      Tony Winston has been Vice President of Technology and Internet Services
since August 1999. From 1994 to 1999, Mr. Winston was the founder and President
of Software Developers and Systems Integrations, Inc., a technology and services
firm, implementing applications for telecommunications, and financial services
companies. Mr. Winston received a Bachelors Degree in Business, with a
concentration in Management Information Systems, from Boston University School
of Business in 1988.

                                       32
<PAGE>

Board composition

      Upon the consummation of this offering our board of directors will consist
of three directors. We intend to appoint two additional independent directors
within 90 days of the consummation of the offering. At each annual meeting of
our stockholders, all of our directors are elected to serve from the time of
election and qualification until the next annual meeting following election. In
addition, our bylaws provide that the maximum authorized number of directors,
which is currently five, may be changed by resolution of the stockholders or by
resolution of the board of directors.

      We have granted to Nutmeg Securities and RMH Consulting the right, for a
period of five years and 15 months, respectively from the closing of this
offering, to nominate a designee for election to our board of directors. Neither
Nutmeg Securities nor RMH Consulting has indicated who they intend to designate
to our board. If Nutmeg Securities or RMH Consulting exercises its right to
nominate a designee to serve on our board of directors, then we will increase
the size of the board of directors. If in the future either Nutmeg Securities or
RMHConsulting elects not to exercise this right, then Nutmeg Securities or
RMHConsulting may designate one person to attend meetings of our board of
directors.

      Each officer is elected by, and serves at the discretion of, our board of
directors. Each of our officers and directors, other than independent directors,
devotes his full time to our affairs. Our independent directors devote such time
to our affairs as is necessary to discharge their duties. There are no family
relationships among any of our directors, officers or key employees, except for
Mr. Miles and Ms. Bell, who are husband and wife.

Board committees

      Prior to the completion of this offering, we intend to establish an audit
committee and a compensation committee and that Jacob R. Miles, III and Sir
Brian Wolfson will be members of the audit committee and compensation committee.
The audit committee will make recommendations to the board of directors
regarding the independent auditors for us, approve the scope of the annual audit
activities of our independent auditors, review audit results and will have
general responsibility for all of our auditing related matters. The compensation
committee will review and recommend to the board of directors the compensation
structure of our officers and other management personnel, including salary
rates, participation in incentive compensation and benefit plans, fringe
benefits, non-cash perquisites and other forms of compensation. No interlocking
relationships exist between Urban Cool's board of directors or compensation
committee and the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past.

Directors' compensation

      Independent directors will receive 2,500 shares of common stock and
options to purchase 5,000 shares of common stock at the initial public offering
price upon completion of the offering. Independent directors will also receive
an annual director's fee of $10,000. Employee directors will not receive
additional compensation for serving on the board of directors. All directors
will be reimbursed for out-of-pocket expenses incurred in attending meetings of
the board of directors and committee meetings.


                                       33
<PAGE>

Executive compensation

                           Summary Compensation Table

      The following table provides a summary of cash and non-cash compensation
for the year ended December 31, 1999 with respect to the following officer of
Urban Cool:

<TABLE>
<CAPTION>
                                       Annual Compensation                  Long-Term Compensation
                                      ---------------------                 ----------------------
                                                                                   Awards
                                                                                   ------
                                                                            Securities
                                                               Restricted   Underlying
                                                 Other Annual     Stock       Options     LTIP                 All Other
Name and Principal Positions  Year    Salary($)    Bonus($)   Compensation   Award(s)($) SARs(#)  Payouts($) Compensation
----------------------------  ----    ---------  ------------ ------------  ------------ ------   ---------   -----------
<S>                           <C>    <C>               <C>          <C>           <C>       <C>       <C>            <C>
Jacob R. Miles, III           1999   $175,000(1)       0            0             0         0         0              0
</TABLE>
----------
(1) We accrued $131,250 of salary which will be payable out of the net proceeds
of this offering.

Employment agreements

      Urban Cool has entered into a three-year employment agreement, commencing
as of July 1, 1999, with Jacob R. Miles, III, our Chairman and Chief Executive
Officer, which provides for an annual salary of $175,000. The employment
agreement provides that Mr. Miles is eligible to receive incentive bonus
compensation, at the discretion of the board of directors based on his
performance and contributions to our success. The employment agreement provides
for termination based on death, disability or voluntary resignation and for
severance payments upon termination in the event that he is terminated without
cause, as described in the agreement, or he terminates his employment for good
reason as described in the agreement, or in the event of a change in control of
Urban Cool as described in the agreement. If the employment agreement is
terminated without cause, as a result of a change of control, or terminated by
Mr. Miles for good reason the amount of the severance payment shall be equal to
three times the average annual compensation payable under the employment
agreement.

      Urban Cool has entered into a six month employment agreement, effective
upon completion of the offering, with Barry M. Levine, our Chief Financial
Officer, which provides for an annual salary of $125,000. In addition, we have
entered into a one-year employment agreement effective upon completion of the
offering with Tony Winston, our Vice President of Technology and Internet
Services, which provides for an annual salary of $100,000. Each employment
agreement provides that the executive is eligible to receive short-term
incentive bonus compensation at the discretion of the board of directors based
on his performance and contributions to our success. Each employment agreement
provides for termination based on death, disability or voluntary resignation and
for severance payments upon termination in the event that the executive is
terminated without cause, as described in the agreement, or he terminates his
employment for good reason as described in the agreement. In the event the
employment agreement is terminated other than for good cause by us, then the
executive shall receive severance payments equal to the compensation payable
through the balance of the term.

      In November 1999, Stanley Wolfson entered into a three-year employment
agreement with e-commerce solutions pursuant to which Mr. Wolfson shall receive
an annual salary of $175,000 plus an amount equal to 2% of the gross sales of
e-commerce solutions. The agreement commences as of November 1, 1999. Mr.Wolfson
will be entitled to receive short term incentive bonus compensation at the
discretion of the board of directors based on his performance and contribution
to the company's success. The employment agreement provides for termination
based on death, disability or voluntary resignation and for severance payments
upon termination in the event that Mr.Wolfson is terminated without cause.


                                       34
<PAGE>

      Options  Granted  in Last  Fiscal  Year.  The  following  table sets forth
certain  information  with respect to option grants during the fiscal year ended
December 31, 1999 to the named executive officers.

<TABLE>
<CAPTION>

                                                                                                   Potentially Realizable
                                                                                                   Value at Assumed Annual
                                      Percent of                                                    Rates of Stock Price
                        Number of    Total Options                                                     Appreciation for
                       Securities     Granted to         Exercise of                                    Option Term(1)
                       Underlying    Employees in         Base Price                                ---------------------
Name                Options Granted   Fiscal Year           ($.SH)               Expiration Date    5%($)          10%($)
----                ---------------  -------------       -----------             ---------------    -----          ------
<S>                     <C>             <C>       <C>                            <C>                <C>           <C>
Jacob R. Miles, III     125,000         39.7%     initial public offering price  November 2004      463,879       872,211
                        125,000         39.7%     110% of initial public         November 2004      351,379       759,711
                                                  offering price
</TABLE>

----------
(1)   The potential realizable value is calculated based on the term of the
      option at its time of grant. It is calculated assuming that the fair
      market value of the common stock on the date of grant (the anticipated
      initial public offering price of $9.00 per share) appreciates at the
      indicated annual rate compounded annually for the entire term of the
      option and that the option is exercised and sold on the last day of its
      term for the appreciated stock price.

      Year-end Option Table. During the fiscal year ended December 31, 1999,
none of the named executive officers exercised any options issued by us. The
following table sets forth information regarding the stock options held as of
December 31, 1999 by the named executive officers.

<TABLE>
<CAPTION>
                           Number of Securities Underlying     Value of Unexercised In-the-Money Options
                       Unexercised Options at Fiscal Year End             at Fiscal Year-End
                       --------------------------------------  -----------------------------------------
Name                       Exercisable        Unexercisable         Exercisable        Unexercisable
----                       -----------        -------------         -----------        -------------
<S>                          <C>                  <C>                   <C>                  <C>
Jacob R, Miles, III          125,000              125,000               $0                   $0
</TABLE>

Consulting agreements

      In November 1999 we entered into a consulting agreement with RMH
Consulting Corp., an affiliate of The Elite Funding Group, a lender to us and a
principal stockholder of ours, to provide us with consulting services, including
assisting us with implementation of our business plans and strategies. The
consulting agreement is for a period of two years commencing as of November 1,
1999 and requires us to pay the consultant a fee of $6,250 per month and $75,000
upon the closing of the offering. Pursuant to the consulting agreement, we have
issued 75,000 shares of common stock to the consultant and we will be required
to issue an additional 91,666 shares of common stock to the consultant based on
the anticipated initial public offering price of $9.00 per share so that the
total number of shares issued to the consultant will be equal to the number of
shares which could have been purchased in the initial public offering for
$1,500,000.

      In September 1999, we entered into a three-year consulting agreement with
Surrey Associates, Inc. and issued 100,000 shares of common stock to Surrey.
Pursuant to the consulting agreement, Surrey will assist us in developing a
marketing plan for the deployment of NetStand kiosks in shopping centers. In
September 1999, we entered into a three-year consulting agreement with Upway
Enterprises, Inc. and issued 75,000 shares of common stock to Upway. Pursuant to
the agreement, Upway will consult with us with regard to marketing and mergers
and acquisitions. In October 1999, we entered into a two-year consulting
agreement with Sea Breeze Associates, Inc., and issued 87,500 shares of common
stock to Sea Breeze. Pursuant to the agreement, Sea Breeze will consult with us
with regard to corporate development and mergers and acquisitions.

Stock option plan

      In November 1999, we adopted the 1999 Stock Option Plan. The purpose of
the plan is to enable us to attract, retain and motivate key employees,
directors, and consultants, by providing them with stock options. Options
granted under the plan may be either incentive stock options, as defined in
Section 422A of the Internal Revenue Code of 1986, or non-qualified stock
options. We have reserved 250,000 shares of common stock for issuance under the
plan. As of the date of this prospectus, 104,525 options have been granted
pursuant to the plan.

      Our board of directors will administer the plan. Our board has the power
to determine the terms of any options granted under the plan, including the
exercise price, the number of shares subject to the option, and conditions of
exercise. Options granted under the plan are generally not transferable, and
each option is generally exercisable during the lifetime of the holder only by
the holder. The exercise price of all incentive stock options granted under the
plan must be at least equal to the fair market value of the shares of common
stock on the date of


                                       35
<PAGE>

the grant. With respect to any participant who owns stock possessing more than
10% of the voting power of all classes of our stock, the exercise price of any
incentive stock option granted must be equal to at least 110% of the fair market
value on the grant date. Our board of directors approves the terms of each
option. These terms are reflected in a written stock option agreement.

      The board of directors has the right to grant options pursuant to the plan
whereby the holder, under the conditions of exercise, may, in lieu of payment of
the exercise price in cash, surrender the option and receive a net amount of
shares. Such number of shares will be based upon the fair market value of Urban
Cool's common stock at the time of the exercise of the option, after deducting
the aggregate exercise price.

Executive stock option plan

      In November 1999, we adopted the 1999 Executive Stock Option Plan. We have
reserved 250,000 shares of common stock for issuance under the plan. Pursuant to
the plan, we granted options to purchase an aggregate of 250,000 shares of
common stock to Jacob R. Miles, III, our Chairman and Chief Executive Officer.
Of these options, options to purchase 125,000 shares of common stock are
exercisable immediately at an exercise price equal to the initial public
offering price. The balance of these options are exercisable for a period of
five years from the date of grant at an exercise price equal to 110% of the
initial public offering price. Such options are exercisable only if Urban Cool
achieves the annual audited gross revenue as outlined in the table below and
will become exercisable immediately following the fiscal year indicated.

   Years Ending        Number of Options Exercisable          Gross Revenue
   ------------        -----------------------------          -------------
       2001                        62,500                      $17,500,000
       2002                        62,500                      $25,000,000

      These options have net exercise provisions under which Mr. Miles may, in
lieu of payment of the exercise price in cash, surrender the option and receive
a net amount of shares, based on the fair market value of Urban Cool's common
stock at the time of the exercise of the option, after deducting the aggregate
exercise price.

Limitations of liability and indemnification of directors and officers

      Our certificate of incorporation, as amended, and bylaws, as amended,
limit the liability of directors and officers to the maximum extent permitted by
Delaware law. We will indemnify any person who was or is a party, or is
threatened to be made a party to, an action, suit or proceeding, whether civil,
criminal, administrative or investigative, if that person is or was a director,
officer, employee, consultant or agent of us or serves or served any other
enterprise at our request.

      In addition, our certificate of incorporation provides that generally a
director shall not be personally liable to us or our stockholders for monetary
damages for breach of the director's fiduciary duty. However, in accordance with
Delaware law, a director will not be indemnified for a breach of its duty of
loyalty, acts or omissions not in good faith or involving intentional misconduct
or a knowing violation or any transaction from which the director derived
improper personal benefit.

      We intend to purchase and will maintain directors' and officers'
insurance, the amount of which has not yet been determined. This insurance will
insure directors against any liability arising out of the director's status as
our director, regardless of whether we have the power to indemnify the director
against the liability under applicable law.

      The underwriting agreement also contains provisions whereby we agree to
indemnify the underwriters, each officer and director of the underwriters, and
each person who controls the underwriters within the meaning of Section 15 of
the Securities Act, against any losses, liabilities, claims or damages arising
out of alleged untrue statements or alleged omissions of material facts
contained in the registration statement or prospectus.

      We have been advised that it is the position of the Commission that
insofar as the indemnification provisions referenced above may be invoked to
disclaim liability for damages arising under the Securities Act, these
provisions are against public policy as expressed in the Securities Act and are,
therefore, unenforceable.


                                       36
<PAGE>

                             PRINCIPAL STOCKHOLDERS

      The following table sets forth as of July 15, 2000, and as adjusted for
the 1,300,000 shares of our common stock offered by this prospectus, the number
and percentage of outstanding shares of common stock beneficially owned by:

      o     each person who we know beneficially owns more than 5% of the
            outstanding shares of our common stock;

      o     each of our officers and directors; and

      o     all of our officers and directors as a group.

      Except as otherwise noted, the persons named in this table, based upon
information provided by these persons, have sole voting and investment power
with respect to all shares of common stock beneficially owned by them. The
number of shares of common stock outstanding used in calculating the percentage
for each listed person includes the shares of common stock underlying options or
warrants held by such person that are exercisable within 60 days of July 15,
2000, but excludes shares of common stock underlying options or warrants held by
any other person. Unless otherwise indicated, the address of each beneficial
owner is c/o Urban Cool, 1401 Elm Street, Dallas, Texas 75202.

<TABLE>
<CAPTION>
                                                                         Percentage of       Percentage of
                                                                         common stock        common stock
Name and address of                                     Number of        beneficially        beneficially
beneficial owner                                          shares             owned              owned
-------------------                                     ---------        -------------       -------------
                                                                       (Before Offering)    (After Offering)
<S>                                                     <C>                  <C>                 <C>
Jacob R. Miles, III .................................   1,168,248(1)         51.3%               31.8%
Rosalind Bell .......................................   1,168,248(2)(3)      51.3%               31.8%
Sir Brian Wolfson ...................................       2,500(3)            *                   *
The Elite Funding Group, Inc. .......................     426,562(4)         17.0%               13.3%
Wilhelmina Artist Management, LLC ...................     290,000(5)         13.5%                8.2%
Stanley Wolfson .....................................     125,000(6)          5.5%                3.4%
All executive officers and directors
  as a group (4 persons) ............................   1,218,248            52.3%               32.7%
</TABLE>

----------
(1)   Includes (a) 10,304 shares of common stock owned by Rosalind Bell, Mr.
      Miles' wife, (b) 2,500 shares of common stock issuable to Rosalind Bell
      upon the consummation of this offering and (c) 125,000 shares of common
      stock issuable upon the exercise of options that are currently exercisable
      at an exercise price equal to the initial public offering price, but does
      not include options to purchase 151,250 shares of common stock which are
      not presently exerciseable.

(2)   Includes 1,155,443 shares of common stock beneficially owned by Ms. Bell's
      husband, Jacob R. Miles, III.

(3)   Includes 2,500 shares of common stock issuable to independent directors
      upon the consummation of this offering.

(4)   Includes (a) warrants to purchase 351,562 shares of common stock
      connection with a loan in an amount of up to $1,000,000 which are
      presently exercisable, and (b) 75,000 shares of common stock owned by RMH
      Consulting Corp., a consultant and an affiliate of The Elite Funding
      Group. Pursuant to the consulting agreement, we are required to issue
      91,666 additional shares of common stock based on the estimated initial
      public offering price of $9.00 per share.

(5)   The address of Wilhelmina Artist Management LLC is 300 Park Avenue South,
      New York, New York 10010.

(6)   Includes warrants to purchase 125,000 shares of common stock, but does not
      include warrants to purchase 400,000 shares of common stock which are not
      presently exerciseable.

*     Represents less than 1% of the applicable number of shares of common stock
      outstanding.


                                       37
<PAGE>

                              CERTAIN TRANSACTIONS


      In November 1999, Jacob R. Miles, III, our Chairman, Chief Executive
Officer and majority stockholder entered into a deferred compensation agreement
with us which provides that Mr. Miles shall receive accrued salary in the amount
of $131,250, payable out of the net proceeds of this offering, which amount was
accrued from January 1, 1999 through September 30, 1999. As of June 30, 2000,
Mr. Miles was owed $252,000 of accrued salary and expenses, which has been
recorded as a non-interest bearing loan.

      On November 23, 1999, we entered into a loan agreement with The Elite
Funding Group, Inc. which provides for a loan in an amount of up to $1,000,000
at an interest rate of 10% per annum, payable monthly. On the date we entered
into the agreement, we issued to the lender common stock purchase warrants for
the purchase of up to 375,000 shares of common stock at an as adjusted exercise
price of $.01 per share pursuant to the adjustment provisions of the warrant. We
have received advances in the aggregate amount of approximately $900,000 through
June 30, 2000. The warrants are exercisable by the lender at any time for a
period of ten years. To secure the repayment of advances under the loan
agreement, we have pledged substantially all of our assets to the lender. We
must prepay any outstanding advances under the loan agreement to the extent of
any proceeds available to us from the sale of our assets outside of the ordinary
course of business, the issuance of any indebtedness or the sale of any equity
securities. The loan became payable on May 18, 2000 and will be paid upon the
closing of this offering. In April 2000 we agreed to pay the lender an extension
fee of $75,000 payable upon the maturity of the loan to extend the maturity date
from April 14, 2000 to May 18, 2000. In August 2000 we made a payment in the
amount of $87,500 to The Elite Funding Group which is to be applied to the
outstanding balance. We have orally agreed to pay a fee to The Elite Funding
Group in the amount of $75,000 for the extension of the due date for the period
from May 18 through the closing of the offering.


      In November 1999, we entered into a consulting agreement with RMH
Consulting Corp., an affiliate of The Elite Funding Group, a lender to us and a
principal stockholder of ours, to provide us with consulting services, including
assisting us with implementation of our business plans and strategies. We
believe that the terms of the consulting agreement are on terms at least as
favorable as those that could have been obtained from an unrelated third party.
See "Management -- Consulting Agreements."

      In November 1999, e-commerce solutions subleased office space at 600 West
57th Street, New York, New York from MEIAssociates, Inc., at a monthly rate of
$5,000 per month. Stanley Wolfson, a principal stockholder of ours, is an
affiliate of MEI Associates.


                                       38
<PAGE>

                           DESCRIPTION OF SECURITIES

      The following section should be read in conjunction with detailed
provisions of our certificate of incorporation and bylaws, copies of which have
been filed with our registration statement of which this prospectus forms a
part. Our capital stock is also governed by the provisions of applicable
Delaware law.

General

      Our authorized capital stock consists of 30,000,000 shares of common
stock, $.01 par value and 3,000,000 shares of preferred stock, $.01 par value.
As of the date of this prospectus, 2,153,004 shares of common stock were issued
and outstanding. As of the date of this prospectus, we have approximately 60
holders of our common stock. No shares of preferred stock are outstanding.

Common stock

      Each holder of common stock is entitled to one vote per share, either in
person or by proxy, on all matters that may be voted upon by the owners of our
shares at meetings of our stockholders. There is no provision for cumulative
voting with respect to the election of directors by the holders of common stock.
Therefore, the holders of more than 50% of our shares of outstanding common
stock can, if they choose to do so, elect all of our directors and approve
significant corporate transactions. In this event, the holders of the remaining
shares of common stock will not be able to elect any directors.

      The holders of common stock:

      o     have equal rights to dividends from funds legally available
            therefor, when and if declared by our board of directors;

      o     are entitled to share ratably in all of our assets available for
            distribution to holders of common stock upon liquidation,
            dissolution or winding up of our affairs; and

      o     do not have preemptive rights, conversion rights, or redemption of
            sinking fund provisions.

      The rights, preferences and privileges of the holders of common stock may
be adversely affected by the rights of the holders of shares of any series of
preferred stock that we designate in the future.

Preferred stock

      The board of directors is authorized, without stockholder approval, from
time to time to issue up to an aggregate of 3,000,000 shares of preferred stock
in one or more series. The board of directors can fix the rights, preferences
and privileges of the shares of each series and any qualifications, limitations
or restrictions. Issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of making it more difficult for a third-party to
acquire, or of discouraging a third-party from attempting to acquire a majority
of our outstanding voting stock . We have no present plans to issue any shares
of preferred stock.

Outstanding options and warrants

      As of the date of this prospectus, up to 1,807,025 shares of common stock
are issuable pursuant to outstanding options and warrants. Of such options and
warrants, excluding the 130,000 shares of common stock reserved for issuance
upon the exercise of warrants granted to the underwriters:

      o     337,500 shares of common stock are issuable at an exercise price of
            $4.00 per share;

      o     740,000 shares of common stock are issuable at an exercise price of
            $2.00 per share;

      o     375,000 are issuable at an exercise price of $.01 per share;

      o     125,000 shares of common stock are issuable at an exercise price of
            equal to 110% of the initial public offering price; and

      o     229,525 shares of common stock are issuable at an exercise price
            equal to the initial public offering price per share.


                                       39
<PAGE>

      These options and warrants generally have net exercise provisions under
which the holder may, in lieu of payment of the exercise price in cash,
surrender the option or warrant and receive a net amount of shares, based on the
fair market value of Urban Cool's common stock at the time of the exercise of
the warrant, after deducting the aggregate exercise price. These warrants expire
on dates ranging from July 2004 to November 2009.

Underwriters' warrants

      We have agreed to issue to the underwriters, for a total of $20.00,
warrants to purchase an aggregate of 130,000 shares of common stock exercisable
for a period of four years commencing one year after the effective date of the
registration statement of which this prospectus is a part, at a price equal to
165% of the initial public offering price of the shares of common stock. The
underwriters' warrants contain anti-dilution provisions providing for automatic
adjustments of the exercise price and number of shares issuable on exercise
price and number of shares issuable on exercise of the underwriters' warrants
upon the occurrence of some events, including stock dividends, stock splits,
mergers, acquisitions and recapitalizations.

      The underwriters' warrants contain demand and piggyback registration
rights relating to the issuance of 130,000 shares of common stock. For the life
of the underwriters' warrants, the underwriters will have the opportunity to
profit from a rise in the market price for the 130,000 shares of common stock.
The holders of the underwriters' warrants will have no voting, dividend or other
stockholder rights with respect to those warrants. The holders of shares of
common stock issued upon exercise of those warrants will have the voting,
dividend and other stockholder rights of holders of shares of common stock. The
underwriters' warrants are restricted from sale, transfer, assignment or
hypothecation for the one year period from the date of this prospectus, except
to officers or partners of the underwriters and members of the selling group
and/or their officers or partners.

Registration rights

      In July through November, 1999, we completed the sale of 105 units at a
price of $10,000 per unit in a private financing transaction. Each unit in the
private financing consisted of a promissory note in the amount of $10,000, 500
shares of common stock and warrants to purchase 2,500 shares of common stock.
The holders of at least 50% of the shares of common stock and the shares of
common stock underlying the warrants issued in the private financing have the
right to demand the registration of their shares on one occasion and such
holders have "piggyback registration rights" commencing 12 months from the date
of this prospectus.

      In June 2000, we completed the sale of 4.8 units at a price of $100,000
per unit in a private financing transaction. Each unit in the private financing
consisted of a promissory note in the amount of $100,000, 10,000 shares of
common stock and warrants to purchase 50,000 shares of common stock. The holders
of at least 50% of the shares of common stock and the shares of common stock
underlying the warrants issued in the private financing have the right to demand
the registration of their shares on one occasion and such holders have
"piggyback registration rights" commencing 12 months from the date of this
prospectus.

      We entered into a loan agreement with The Elite Funding Group, Inc. which
provides for a loan in an amount of up to $1,000,000 at an interest rate of 10%
per annum, payable monthly. In connection with the loan, we issued to the lender
common stock purchase warrants for the purchase of up to 375,000 shares of
common stock at an as adjusted exercise price of $.01 per share, subject to
adjustment. We have granted registration rights to the lender for the
registration of the shares of common stock underlying the warrants, including
demand registration rights, and certain additional "piggy-back" registration
rights. We have granted similar registration rights to RMH Consulting Corp., a
consultant who is an affiliate of the lender with respect to 166,666 shares of
common stock. We have also granted demand and piggyback registration rights
commencing 12 months from the date of this prospectus in connection with up to
525,000 shares of common stock underlying warrants granted to Stanley Wolfson.

Delaware law and certificate of incorporation and bylaw provisions

      Urban Cool is subject to Section 203 of the Delaware General Corporation
Law regulating corporate takeovers. This section prevents Urban Cool from
engaging, under some circumstances, in a business combination, which includes a
merger or sale of more than 10% of its assets, with any interested stockholder,


                                       40
<PAGE>

defined as a stockholder who owns 15% or more of its outstanding voting stock,
as well as affiliates and associates of any such persons, for three years
following the date such stockholder became an interested stockholder unless:

      o     the transaction in which the stockholder became an interested
            stockholder is approved by the board of directors prior to the date
            the interested stockholder attained that status;

      o     upon consummation of the transaction which resulted in the
            stockholder becoming an interested stockholder, the interested
            stockholder owned at least 85% of Urban Cool's voting stock
            outstanding at the time the transaction commenced, excluding shares
            owned by persons who are directors or officers and shares owned by
            employee stock plans; or

      o     the business combination is approved by the board of directors and
            authorized by the affirmative vote of at least two-thirds of the
            outstanding voting stock not owned by the interested stockholder.

      Some of the provision of our certificate of incorporation and bylaws could
discourage, delay or prevent an acquisition of Urban Cool at a premium price.
Our bylaws provide that any vacancy on the board of directors may be filled by a
majority of the directors then in office. Our bylaws provide that special
meetings of stockholders may be called only by a majority of the directors of
our board or the President or by at least 25% of the holders of shares of common
stock.

      In addition, the certificate of incorporation also authorizes the board of
directors to issue preferred stock with voting or other rights or preferences
that could impede the success of any attempt to change control of Urban Cool.

Transfer agent

      We intend to appoint Continental Stock Transfer & Trust Company as the
transfer agent and registrar for our shares of common stock.


                                       41
<PAGE>

                         SHARES ELIGIBLE FOR FUTURE SALE

      Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of common stock in the public market,
or the availability of shares for sale, could adversely affect the prevailing
market price of our common stock and our ability to raise capital through an
offering of equity securities.

      Upon completion of this offering, we will have 3,549,670 shares of common
stock outstanding, assuming no exercise of outstanding options or warrants or
the underwriters' over-allotment option. After the offering, the 1,300,000
shares sold in this offering will be immediately tradeable without restriction
under the Securities Act, except for any shares purchased by an "affiliate" of
ours, as that term is defined in the Securities Act. Affiliates will be subject
to the resale limitations of Rule 144 under the Securities Act.

      We issued the remaining 2,249,670 shares of common stock in private
transactions in reliance upon one or more exemptions contained in the Securities
Act. These shares will be deemed "restricted securities" as defined in Rule 144.
Of these restricted securities 1,441,254 shares have been held for more than one
year as of the date of this prospectus. Therefore, 1,441,254 of these shares
will be eligible for public sale beginning 90 days after the date of this
prospectus in accordance with the requirements of Rule 144, subject to the
lock-up agreements described below.

      In general, under Rule 144, a stockholder, or stockholder whose shares are
aggregated, who has beneficially owned "restricted securities" for at least one
year will be entitled to sell an amount of shares within any three month period
equal to the greater of:

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

      o     the average weekly trading volume in the common stock during the
            four calendar weeks immediately preceding the date on which notice
            of the sale is filed with the Commission, provided certain
            requirements are satisfied.

      In addition, our affiliates must comply with additional requirements of
Rule 144 in order to sell shares of common stock, including shares acquired by
affiliates in this offering. Under Rule 144, a stockholder who had not been our
affiliate at any time during the 90 days preceding a sale by him, would be
entitled to sell those shares without regard to the Rule 144 requirements if he
owned the restricted shares of common stock for a period of at least two years.
The foregoing summary of Rule 144 is not a complete description. Non-affiliates
may resell our securities issued under Rule 701 in reliance upon Rule 144
without having to comply with Rule 144's public information holding, volume and
notice requirements

      Substantially all of our stockholders, our warrant holders and our
officers and directors, have agreed to not directly or indirectly, offer, sell,
pledge, grant any option to purchase, or otherwise sell or dispose of any of our
shares for a period of at least 12 months after the offering without the prior
written consent of Nutmeg Securities or The American Stock Exchange, as the case
may be.


                                       42
<PAGE>

                              PLAN OF DISTRIBUTION

      The underwriters named below, for whom Kashner Davidson Securities Corp.
is acting as representative, have severally agreed, subject to the terms and
conditions contained in the underwriting agreement, to purchase from us, and we
have agreed to sell to the underwriters on a firm commitment basis, the
respective number of shares of common stock set forth opposite their names:

                                                                      Number of
       Underwriters                                                    Shares
       ----------                                                     ---------
       Kashner Davidson Securities Corp. ..........................
       Nutmeg Securities, Ltd. ....................................
         Total ....................................................   1,300,000

      The underwriters are committed to purchase all the securities offered by
this prospectus, if any of the securities are purchased. The underwriting
agreement provides that the obligations of the several underwriters are subject
to the conditions specified in the underwriting agreement.

      The representative has advised us that it initially proposes to offer the
common stock to the public at the public offering price set forth on the cover
page of this prospectus, and to certain dealer concessions not in excess of
$____ per share of common stock. The dealers may reallow a concession not in
excess of $____ per share of common stock to other dealers. After completion of
the offering, the public offering price, concessions and reallowances may be
changed by the representative. The representative has informed us that it does
not expect sales to discretionary accounts by the representative to exceed five
percent of the shares of common stock offered by us in this prospectus.

      We have granted to the underwriters an over-allotment option, exercisable
during the 45-day period from the date of this prospectus, to purchase from us
up to an additional 195,000 shares of common stock at the initial public
offering price, less underwriting discounts and the non-accountable expense
allowance. This option may be exercised only for the purpose of covering
over-allotments, if any, incurred in the sale of the shares of common stock. To
the extent this option is exercised in whole or in part, each underwriter will
have a firm commitment, subject to some conditions, to purchase the number of
the additional shares of common stock proportionate to its initial commitment.


      We have agreed to pay to the representative a non-accountable expense
allowance equal to three percent of the gross proceeds derived from the sale of
the shares of common stock underwritten, of which $102,000 has been paid to
date. We have agreed to indemnify the underwriters against some liabilities,
including liabilities under the Securities Act arising out of alleged untrue
statements or alleged omissions of material facts contained in the registration
statement or prospectus. We have also agreed to pay all expenses in connection
with qualifying the securities under the laws of those states the underwriter
may designate, including fees and expenses of counsel retained for such purposes
by the representative and the costs and disbursements in connection with
qualifying the offering with the National Association of Securities Dealers,
Inc.


      Substantially all of our stockholders, our warrant holders and our
officers and directors, have agreed to not directly or indirectly, offer, sell,
pledge, grant any option to purchase, or otherwise sell or dispose of any of our
shares for a period of at least 12 months after the offering without the prior
written consent of Nutmeg Securities, or The American Stock Exchange, as the
case may be. An appropriate legend shall be placed on the certificates
representing the securities. The representative has no general policy with
respect to the release of shares prior to the expiration of the lock-up period
and has no present intention to waive or modify any of these restrictions on the
sale of our securities. We have agreed for two years following the date of this
prospectus not to issue additional shares of common stock or securities
convertible into shares of common stock without the consent of Nutmeg Securities
except in connection with outstanding securities, in the case of acquisitions
and options under our option plans.

      Security Capital acted as the placement agent for the private financing in
July through November, 1999. We paid Security Capital a fee of $105,000, which
was equal to 10% of the aggregate purchase price of the units sold, a portion of
which was reallowed to a sub-placement agent, May Davis Group, and a
non-accountable expense allowance of $31,500, which was equal to 3% of the
aggregate purchase price of the units sold.


                                       43
<PAGE>


      May Davis Group, Inc. acted as the placement agent for the private
financing in July 2000. We paid May Davis a fee of $48,000 which was equal to
10% of the gross proceeds and a non-accountable expense allowance of $14,000
which was equal to 3% of the gross proceeds.


      In connection with this offering, we have agreed to sell to the
underwriters, and/or their designees, for nominal consideration, five-year
underwriters' warrants to purchase up to 130,000 shares of our common stock. The
underwriters' warrants are initially exercisable at any time during a period of
four years beginning one year from the date of the prospectus at a price equal
to 165% of the initial public offering price per share. The shares of common
stock underlying the warrants are identical to those offered to the public. The
underwriters' warrants provide for adjustment in the number of securities
issuable upon their exercise as a result of certain subdivisions and
combinations of the common stock. The underwriters' warrants grant to the
holders rights of registration for the securities issuable upon exercise of the
warrants. In addition, the underwriters' warrants may not be sold, transferred,
assigned, hypothecated or otherwise disposed of, in whole or in part, for a
period of one year from the date of the prospectus, except to officers of the
underwriters.

      We have also granted to Nutmeg Securities, the right, for a period of five
years from the closing of the offering, to nominate a designee of the
representative for election to our board of directors. Our officers, directors
and principal stockholders have agreed to vote their shares in favor of this
designee.

      In connection with this offering, certain underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the securities. The
transactions may include stabilization transactions effected in accordance with
Rule 104 of Regulation M, pursuant to which the persons may bid for or purchase
our common stock for the purpose of stabilizing their respective market prices.

      The underwriters also may create a short position for the account of the
underwriters by selling more shares of common stock in connection with the
offering than they are committed to purchase from us. In that case they may
purchase shares of common stock in the open market following completion of the
offering to cover all or a portion of the short position. The underwriters may
also cover all or a portion of the short position, up to 195,000 shares of
common stock, by exercising the over-allotment option referred to above however,
in no event shall we sell additional shares of common stock to the underwriters
in connection with this offering. In addition, the representative may impose
"penalty bids" under contractual arrangements with the underwriters whereby it
may reclaim from an underwriter, or dealer participating in the offering, for
the account of other underwriters, the selling concession with respect to the
shares of common stock that are distributed in the offering but subsequently
purchased for the account of the underwriters in the open market. Any of the
transactions described in this paragraph may result in the maintenance of the
prices of the shares of common stock at a level above that which might otherwise
prevail in the open market. None of the transactions described in this paragraph
is required, and, if they are undertaken, they may be discontinued at any time.

      Prior to this offering, there has been no public market for our common
stock. Consequently, the initial public offering price of the common stock has
been determined by negotiation between us and the representative and does not
necessarily bear any relationship to our asset value, net worth or other
established criteria of value. The factors considered in these negotiations, in
addition to prevailing market conditions, included the history of and prospects
for the industry in which we compete, an assessment of our management, our
prospects, our capital structure and other factors as were deemed relevant.

      The foregoing is a summary of the material terms of the agreements
described above. Reference is made to a copy of each agreement that is filed as
an exhibit to the registration statement of which this prospectus is a part.


                                       44
<PAGE>

                                  LEGAL MATTERS

      The validity of the common stock being offered in this prospectus will be
passed upon for us by Silverman, Collura & Chernis, P.C., New York, New York.
Gersten, Savage & Kaplowitz, LLP, New York, New York is acting as counsel for
the underwriters in connection with this offering.

                                     EXPERTS

      The financial statements of Urban Cool as of December 31, 1999 and 1998
and for the year ended December 31, 1999, for the period January 23, 1998
through December 31, 1998 and for the period January 23, 1998 through December
31, 1999 appearing in this prospectus and registration statement have been
audited by Richard A. Eisner & Company, LLP, independent auditors, as set forth
in their report thereon which contains an explanatory paragraph with respect to
the substantial doubt about our ability to continue as a going concern, as
discussed in Note A to the Financial Statements appearing in the registration
statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                           HOW TO GET MORE INFORMATION

      We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act with respect to the securities
offered by this prospectus. This prospectus, which forms a part of the
registration statement, does not contain all the information set forth in the
registration statement, as permitted by the rules and regulations of the
Commission. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration statement.
Statements contained in this prospectus as to the contents of any contract or
other document that we have filed as an exhibit to the registration statement
are qualified in their entirety by reference to the to the exhibits for a
complete statement of their terms and conditions. The registration statement and
other information may be read and copied at the Commission's Public Reference
Room at 450 Fifth Street N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 7 World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.

      Upon effectiveness of the registration statement, we will be subject to
the reporting and other requirements of the Securities Exchange Act of 1934 and
we intend to furnish our stockholders annual reports containing financial
statements audited by our independent auditors and to make available quarterly
reports containing unaudited financial statements for each of the first three
quarters of each year.

      We have applied for the listing of our common stock on The American
Stock Exchange under the symbol "UBN." After this offering is effective, you may
obtain certain information about us on The American Stock Exchange's Internet
site (http://www.Nasdaq-Amex.com).


                                       45
<PAGE>

                      (This page intentionally left blank)


<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                                    Contents

                                                                            Page

Independent auditors' report                                                 F-2


Consolidated balance sheets as of December 31, 1999,
  1998 and June 30, 2000 (Unaudited)                                         F-3

Consolidated statements of operations for the year ended
  December 31, 1999, for the period from January 23, 1998
  inception) through December 31, 1998, for the period
  from January 23, 1998 (inception) through December 31,
  1999, for the six month periods ended June 30, 2000
  (Unaudited) and 1999 (Unaudited) and for the period from
  January 23, 1998 (inception) through June 30, 2000
  (Unaudited)                                                                F-4

Consolidated Statements of changes in stockholders
  equity/(capital deficiency) for the year ended December
  31, 1999, for the period from January 23, 1998
  (inception) through December 31, 1998 and for the six
  month period ended June 30, 2000 (Unaudited)                               F-5

Consolidated Statements of cash flows for the year ended
  December 31, 1999, for the period from January 23, 1998
  (inception) through December 31, 1998, for the period
  from January 23, 1998 (inception) through December 31,
  1999, for the six month periods ended June 30, 2000
  (Unaudited) and 1999 (Unaudited) and for the period from
  January 23, 1998 (inception) through June 30, 2000
  (Unaudited)                                                                F-6


Notes to financial statements                                                F-7


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Urban Cool Network, Inc.
Dallas, Texas

      We have audited the  accompanying  balance  sheets of Urban Cool  Network,
Inc. (the  "Company") (a development  stage company) as of December 31, 1999 and
1998 and the related statements of operations,  changes in stockholders'  equity
(capital  deficiency)  and cash flows for the year ended  December 31, 1999, for
the period from January 23, 1998  (inception)  through December 31, 1998 and for
the period from January 23, 1998  (inception)  through  December 31, 1999. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

      In our opinion, the financial statements  enumerated above present fairly,
in all material respects,  the financial position of Urban Cool Network, Inc. as
of December  31, 1999 and 1998 and the  results of its  operations  and its cash
flows for the year ended December 31, 1999, for the period from January 23, 1998
(inception)  through  December 31, 1998 and for the period from January 23, 1998
(inception)  through  December 31, 1999, in conformity  with generally  accepted
accounting principles.

      The accompanying financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial  statements,  the Company has  experienced  net losses,  has a working
capital  deficiency  and  is  past  due  on  a  vendor  obligation  that  raises
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note A. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.

                                            /s/ Richard A. Eisner & Company, LLP

New York, New York
April 13, 2000
with respect to the second  paragraph of Note H
April 19, 2000;
with respect to note D(1)
June 21, 2000


                                      F-2
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                  June 30,              December 31,
                                                                -----------      -------------------------
                                                                    2000             1999          1998
                                                                -----------      ----------     ----------
                                                                (Unaudited)
ASSETS (Note H)
Current assets:
<S>                                                                 <C>             <C>             <C>
   Cash ......................................................  $               $    68,000       $  2,000
   Cash held in attorney escrow ..............................        3,000
   Other current assets ......................................        6,000          62,000
                                                                -----------     -----------       --------
     Total current assets ....................................        9,000         130,000          2,000
                                                                -----------     -----------       --------
Computer equipment ...........................................      226,000         224,000         23,000
Website development costs ....................................       63,000          63,000         63,000
                                                                -----------     -----------       --------
                                                                    289,000         287,000         86,000
Less accumulated depreciation and amortization ...............      (89,000)        (42,000)
                                                                -----------     -----------       --------
                                                                    200,000         245,000         86,000
                                                                -----------     -----------       --------
Trademark net of amortization of $58,000 .....................    5,742,000

Software costs, net of accumulated amortization
   of $504,000 and $126,000 at June 30, 2000
   and December 31, 1999, respectively .......................    1,784,000       2,162,000
Debt issuance costs, net .....................................      137,000         481,000
Deferred offering costs ......................................      410,000         385,000
Due from unconsolidated subsidiary ...........................       25,000
Other assets .................................................        3,000           3,000
                                                                -----------     -----------       --------
                                                                  8,101,000       3,031,000
                                                                -----------     -----------       --------
                                                                $ 8,310,000     $ 3,406,000       $ 88,000
                                                                ===========     ===========       ========
LIABILITIES
Current liabilities:
   Bank overdraft ............................................  $    12,000
   Note payable -- vendor ....................................      400,000         400,000
   Note payable -- line of credit (face value --
     $887,000 and $500,000 at June 30, 2000 and
     December 31, 1999, respectively, net of debt discount) ..      887,000               0
   Accounts payable and accrued expenses .....................      848,000         370,000       $209,000
   Accrued payroll ...........................................      228,000          60,000
   Payable to officer/stockholder ............................      252,000         142,000         13,000
                                                                -----------     -----------       --------
     Total current liabilities ...............................  $ 2,627,000         972,000        222,000
                                                                ===========     ===========       ========
Notes payable (face value -- $1,050,000 at June 30, 2000
   and December 31, 1999), net of debt discount ..............            0               0

Commitments and other matters


STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Preferred stock -- authorized 3,000,000 shares,
   $.01 par value; none outstanding
Common stock -- authorized 30,000,000 shares,
   $.01 par value; 2,105,004, 1,815,004
   and 1,060,739 shares outstanding at
   June 30, 2000, December 31, 1999 and 1998, respectively ...       21,000          18,000         11,000
Additional paid-in capital ...................................   29,170,000      22,512,000        183,000
Deficit accumulated during the development stage .............  (16,464,000)     (6,014,000)      (328,000)
Unearned compensation ........................................   (4,743,000)     (6,139,000)
Unamortized debt discount in excess of notes payable .........   (2,301,000)     (7,943,000)
                                                                -----------     -----------       --------
                                                                  5,683,000       2,434,000       (134,000)
                                                                -----------     -----------       --------
                                                                $ 8,310,000     $ 3,406,000       $ 88,000
                                                                ===========     ===========       ========
</TABLE>


                        See notes to financial statements


                                      F-3
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                      Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                                      Period From       Period From        Period From
                                                                   January 23, 1998   January 23, 1998  January 23, 1998
                                 Six month                           (Inception)        (Inception)        (Inception)
                           periods ended June 30,      Year Ended        Through           Through           Through
                          ------------------------     December 31,    December 31,      December 31,       June 30,
                             2000         1999            1999            1998              1999              2000
                          ----------    ----------    ------------   -------------    ----------------  ----------------
                                 (Unaudited)                                                               (Unaudited)
<S>                       <C>           <C>           <C>              <C>               <C>                <C>
Revenues                           --          --              --              --                 --                  --
Costs and expenses:
Content costs for
   website ............. $      8,000   $  392,000    $   421,000      $ 130,000        $   551,000        $    559,000
General and
   administrative ......    2,364,000      216,000      2,481,000         198,000          2,679,000           5,043,000
Amortization of
   software costs ......      436,000                     126,000                            126,000             562,000
                         ------------   ----------    -----------      ----------        -----------        ------------
Total costs and
   expenses ............    2,808,000      608,000      3,028,000         328,000          3,356,000           6,164,000
Amortization of
    debt discounts .....    7,004,000                   2,482,000                          2,482,000           9,486,000
Amortization of
   debt issuance costs .      494,000                     142,000                            142,000             636,000
Interest and related
    costs ..............      144,000                      34,000                             34,000             178,000
                         ------------   ----------    -----------      ----------        -----------        ------------
Loss before income
    tax benefit ........  (10,450,000)    (608,000)    (5,686,000)       (328,000)        (6,014,000)        (16,464,000)
Income tax benefit .....           --           --             --              --                 --                  --
                         ------------   ----------    -----------      ----------        -----------        ------------
Net loss/
   comprehensive
    loss ............... $(10,450,000)  $ (608,000)   $(5,686,000)     $ (328,000)       $(6,014,000)       $(16,464,000)
                         ============   ==========    ===========      ==========        ===========        ============
Loss per share -- basic
    and diluted ........ $      (5.29)  $     (.48)   $     (3.98)     $     (.32)
                         ============   ==========    ===========      ==========
Weighted average
   number of shares
   outstanding -- basic
    and diluted ........    1,975,934    1,261,919      1,429,280       1,033,041
                         ============   ==========    ===========      ==========
</TABLE>


                        See notes to financial statements


                                      F-4
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

 Consolidated Statements of Changes in Stockholders' Equity (Capital Deficiency)


<TABLE>
<CAPTION>
                                                                                                      Unamortized
                                                                                           Deficit       Debt
                                                                                         Accumulated   Discount
                                               Common Stock     Additional               During the    in Excess
                                             ----------------     Paid-in    Unearned    Development   of Notes
                                              Shares   Amount     Capital  Compensation     Stage       Payable        Total
                                              ------   ------     -------  ------------     -----       -------     -----------
<S>                                         <C>       <C>     <C>          <C>           <C>           <C>          <C>

Shares issued to founder .................  1,030,443 $10,000 $    (5,000)                                          $     5,000
Issuance of common stock
  for cash ($.46 per share):
  November ...............................      6,801               3,000                                                 3,000
  December ...............................     15,251   1,000       6,000                                                 7,000
Issuance of common stock
  for consulting services --
  November ...............................      8,244               4,000                                                 4,000
Value of services contributed by
  an officer/stockholder .................                        175,000                                               175,000
Net loss/comprehensive loss for
  the period from January 23, 1998
  (inception) through
  December 31, 1998 ......................                                             $     (328,000)                 (328,000)
                                            --------- ------- -----------              --------------               -----------
Balance -- December 31, 1998 .............  1,060,739  11,000     183,000                    (328,000)                 (134,000)
Issuance of common stock
  for cash ($.48 per share):
  March ..................................    318,922   3,000     152,000                                               155,000
  June ...................................      4,124               2,000                                                 2,000
  July ...................................     41,219              20,000                                                20,000
Issuance of common stock and
  warrants in private placements .........     52,500   1,000   5,396,000                                             5,397,000
Issuance of common stock
  for consulting services --
  September ..............................    175,000   2,000   3,498,000  $(3,500,000)                                     --
Issuance of common stock
  for consulting services --
  October/November .......................    162,500   1,000   3,249,000   (3,250,000)                                     --
Value of warrants issued
  in connection with
  loan agreement -- November ............                       6,942,000                                             6,942,000
Value of warrants issued re:
  e-commerce solutions
  Inc. -- November ......................                       2,270,000                                             2,270,000
Compensatory options
  granted to employee ...................                         800,000                                               800,000
Amortization of
  unearned compensation .................                                      611,000                                  611,000
Unamortized debt discount
  in excess of notes payable
  and loan ..............................                                                             $(10,425,000) (10,425,000)
Amortization of debt discount ...........                                                                2,482,000    2,482,000
Net loss/comprehensive loss
  for the year ended
  December 31, 1999 .....................                                                  (5,686,000)               (5,686,000)
                                            --------- ------- -----------  -----------   ------------  -----------  ------------
Balance -- December 31, 1999 ............   1,815,004 $18,000 $22,512,000  $(6,139,000)  $ (6,014,000) $(7,943,000) $ 2,434,000

Issuance of common stock
  for acquisition of Wilhelmina
  Urban Cool ............................     290,000   3,000   5,797,000                                             5,800,000
Amortization of unearned
  compensation ..........................                                    1,396,000                                1,396,000
Amortization of debt
  discount -- June ......................                                                                5,255,000    5,255,000
Additional borrowings to reduce debt
  discount in excess of notes payable ...                                                                  387,000      387,000
Increase in warrants
  Valuation Re: loan agreement
  -- March                                                        412,000                                               412,000
  -- June                                                         449,000                                               449,000
Net loss/comprehensive loss for the
  six months ended
  June 30, 2000 .........................                                                 (10,450,000)              (10,450,000)
Balance -- June 30, 2000                    --------- ------- -----------  -----------   ------------  -----------  -----------
  (Unaudited) ...........................   2,105,004 $21,000 $29,170,000  $(4,743,000)  $(16,464,000) $(2,301,000)   5,683,000
                                            ========= ======= ===========  ===========   ============  ===========  ===========
</TABLE>


                        See notes to financial statements


                                      F-5
<PAGE>

                            URBAN COOL NETWORK, INC.
                         (a development stage company)

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                       Period From  Period From     Period From
                                                                                       January 23,  January 23,     January 23,
                                                                                          1998         1998             1998
                                                         Six Month                    (Inception)  (Inception)      (Inception)
                                                   periods ended June 30, Year Ended     Through      Through         Through
                                                   ---------------------- December 31, December 31, December 31,      June 30,
                                                      2000       1999        1999         1998         1999            2000
                                                   ---------  ---------- ----------- -----------   -----------      -----------
                                                   (unaudited)(unaudited)                                           (unaudited)
<S>                                               <C>          <C>        <C>           <C>        <C>            <C>
 Cash flows from operating activities:
  Net loss ..................................... $(10,450,000) $(608,000) $(5,686,000)  $(328,000) $(6,014,000)   $(16,464,000)
  Adjustments to reconcile net loss
    to net cash (used in) provided
     by operating activities:
      Value of services contributed by
        an officer/stockholder charged
        as compensation and treated
        as additional paid-in capital ..........                                          175,000      175,000         175,000
      Depreciation and amortization ............      104,000     18,000       42,000                   42,000         146,000
      Issuance of stock for services rendered ..                                            4,000        4,000           4,000
      Amortization of unearned compensation ....    1,396,000                 611,000                  611,000       2,007,000
      Issuance of options for services rendered                               800,000                  800,000         800,000
      Amortization of software costs ...........      378,000                 126,000                  126,000         504,000
      Amortization of debt discount and
         issuance costs ........................    7,348,000               2,624,000                2,624,000       9,972,000
      Changes in:
        Payable to officer/stockholder .........      110,000     85,000      129,000      13,000      142,000         252,000
        Notes payable -- vendor ................                              400,000     400,000      400,000         400,000
        Accounts payable and accrued expenses ..      478,000    419,000      161,000     209,000      370,000         848,000
        Accrued payroll ........................      168,000                  60,000                   60,000         228,000
        Other current assets and other assets ..       31,000     (3,000)     (65,000)                 (65,000)        (34,000)
                                                 ------------  ---------  -----------   ---------  -----------    ------------
          Net cash (used in) provided by
            operating activities ...............     (437,000)   (89,000)    (798,000)     73,000     (725,000)     (1,162,000)
                                                 ------------  ---------  -----------   ---------  -----------    ------------
Cash flows from investing activities:
  Purchase of computer equipment and
    software ...................................      (2,000)                (219,000)    (23,000)    (242,000)       (244,000)
  Costs of developing website and
    related software ...........................                                          (63,000)     (63,000)         (63,000)
                                                 ------------  ---------  -----------   ---------  -----------    ------------
          Net cash used in investing
            activities .........................       (2,000)               (219,000)    (86,000)    (305,000)       (307,000)
                                                 ------------  ---------  -----------   ---------  -----------    ------------
Cash flows from financing activities:
  Proceeds from sale of common stock ...........      155,000    157,000       15,000     192,000      192,000         192,000
  Proceeds from private placement, net .........                              791,000                  791,000         491,000
  Proceeds from line of credit .................      384,000                 500,000                  500,000         884,000
  Deferred offering costs ......................      (25,000)   (70,000)    (385,000)                (385,000)       (410,000)
  Bank overdraft ...............................       12,000                                                           12,000
                                                 ------------  ---------  -----------   ---------  -----------    ------------
          Net cash provided by
            financing activities ...............      371,000     87,000    1,083,000      15,000    1,098,000       1,469,000
                                                 ------------  ---------  -----------   ---------  -----------    ------------
Net (decrease) increase in cash ................      (68,000)     2,000       66,000       2,000       68,000               0
Cash at beginning of period ....................       68,000      2,000        2,000
                                                 ------------  ---------  -----------   ---------  -----------    ------------
Cash at end of period .......................... $          0  $       0  $    68,000   $   2,000  $    68,000    $          0
                                                 ============  =========  ===========   =========  ===========    ============
Interest paid .................................. $     22,000         --           --          --           --    $     22,000
Income tax paid ................................           --         --           --          --           --              --
Supplemental disclosures of non-cash
  investing and financing activity:
  Value of common stock for
    consulting services ........................                          $ 6,750,000              $ 6,750,000    $  6,750,000
  Value of common stock and warrants
    issued in private placement ................                          $ 5,397,000              $ 5,397,000    $  5,397,000
  Value of warrants issued in
    connection with loan agreement ............. $    861,000             $ 6,942,000              $ 6,942,000    $  7,803,000
  Value of warrants issued to
    e-Commerce Solutions, Inc. .................                          $ 2,270,000              $ 2,270,000    $  2,270,000
  Fair value of common stock issued in
    connection with acquisition of
    Wilhelmina Urban Cool ...................... $  5,800,000                                                     $  5,800,000
  Proceeds from line of credit
    held in attorney escrow .................... $      3,000                                                     $      3,000
</TABLE>


                        See notes to financial statements


                                      F-6
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)



NOTE A -- THE COMPANY AND BASIS OF PRESENTATION

Urban Cool Network, Inc. (the "Company") was incorporated in Delaware in January
1998. The Company operates an online network that became operational in January
1999, and provides a forum for communications, information and electronic
commerce. The online network has 15 channels with original content including a
search engine for users. The Company intends to derive its revenue primarily
from sponsorship and advertising. The Company is in the development stage and
has not yet generated any revenue.

The Company's primary market is residents of inner city or urban areas. The
Company's strategy is to utilize its online network to reach its target market
of urban consumers and businesses that market their products to urban consumers.
The Company intends to utilize NetStands, which are PC-based kiosks, which will
be located in selected inner cities. The Company also intends to license
CyberCenters, which are central meeting areas that will contain between ten and
twenty computers, to urban nonprofit organizations.


As reflected in the accompanying financial statements, the Company has not
generated any revenues, has incurred substantial losses since inception and such
losses are expected to continue in the foreseeable future. As of June 30, 2000
and December 31, 1999, the Company had a working capital deficiency of
$2,618,000 and $842,000, respectively, and deficit accumulated during the
development stage of $16,464,000 and $6,014,000, respectively. The Company is
delinquent with regard to notes payable issued to a vendor and repayment of loan
due on line of credit. (see Note H) These factors raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty. The Company's continued existence is dependent on its ability to
obtain additional debt or equity financing.


The  Company is  attempting  to raise  additional  financing  through a proposed
public offering (see Note F). There is no assurance that the proposed  financing
can be accomplished or that profitable operations can be achieved.

NOTE B -- SIGNIFICANT ACCOUNTING POLICIES

[1] Principles of consolidation:


    The financial statements as at June 30, 2000 and for the six month period
    then ended include the accounts of the Company's wholly-owned subsidiary
    WilhelminaUrbanCool.com, Inc. ("WilhelminaUrbanCool") (See Note J). The
    Company has not consolidated its majority owned subsidiary, e-commerce
    solutions, Inc. ("ESI") and its subsidiaries, since the control is
    considered temporary. Such control is conditioned on the contribution of
    capital to ESI by the Company. In the year 2000, ESI formed and acquired
    majority ownership interests in Mastercraft Builders, Inc., ModTech
    Solutions, Inc. and ModTech Solutions, LLC (See Note I).


    All significant intercompany transactions and accounts have been eliminated.

[2] Purchased computer equipment and software:

    Computer equipment and software are stated at cost less accumulated
    depreciation. Depreciation is computed using the straight-line method over
    their estimated useful lives of the assets which range from three to five
    years.

[3] Website development costs:

    In accordance with Statement of Position 98-1, costs of design, software
    configuration, coding, installation to hardware and testing expenses
    incurred during application development stage activities are capitalized.
    Costs incurred during the preliminary software project stage activities and
    post-implementation/operation stage activities are expensed. The capitalized
    costs will be amortized using the straight-line method over an estimated
    useful life of two years beginning when the website is ready for its
    intended use. The website was launched in January 1999.


                                      F-7
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)



NOTE B -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[4] Income taxes:

    The Company accounts for income taxes using the liability method. Deferred
    income taxes are measured by applying enacted statutory rates to net
    operating loss carryforwards and to the differences between the financial
    reporting and tax bases of assets and liabilities. Deferred tax assets are
    reduced, if necessary, by a valuation allowance for any tax benefits which
    are not expected to be realized.

[5] Use of estimates:

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

[6] Loss per common share:

    Basic loss per share is calculated by dividing net loss by the weighted
    average number of outstanding common shares during the period. No effect has
    been given to potential issuances of common stock including outstanding
    options and warrants in the diluted computation as their effect would be
    antidilutive.


    The supplemental basic and diluted loss per share for the year ended
    December 31, 1999 and for the six months ended June 30, 2000 would have been
    ($3.45) and ($4.73), respectively giving effect to 218,000 shares that would
    need to be issued to raise the net proceeds to repay the debt on
    consummation of the proposed initial public offering.


[7] Stock-based compensation:

    The Company has adopted Statement of Financial Accounting Standards No. 123,
    "Accounting for Stock-Based Compensation" ("SFAS No. 123"). The provisions
    of SFAS No. 123 allow companies to either expense the estimated fair value
    of stock options or to apply the intrinsic value method set forth in
    Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
    Employees" ("APB 25") but disclose the pro forma effects on net income
    (loss) had the fair value of the options been expensed. The Company has
    elected to apply APB 25 in accounting for its employee stock options.

[8] Impairment of long lived assets:

    The carrying amount of all long lived assets including trademark is
    evaluated periodically to determine whether adjustment to the useful life or
    to the unamortized balance is warranted. Such evaluation is based
    principally on the expected utilization of the long lived assets and the
    projected undiscounted cash flows of the operations in which the long lived
    assets are used. An impaired asset is written down to its estimated fair
    market value. Estimated fair market value is generally measured by
    discounting estimated future cash flows or by analysis of other currently
    available information. Considerable management judgment is necessary to
    estimate fair market value.

    The depreciation or amortization periods for long lived assets are
    periodically evaluated to determine whether events or circumstances have
    occurred that warrant revision.

    No provision for impairment has been made in the accompanying financial
    statements.

[9] Interim financial statements:


    The financial statements as of June 30, 2000 and for the six-month periods
    ended June 30, 2000 and 1999 and for the period from January 23, 1998
    (inception) through June 30, 2000 are unaudited, but in the



                                      F-8
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)


NOTE B -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

opinion of management the financial statements include all adjustments
consisting of normal recurring accruals necessary for a fair presentation of the
Company's financial position and results of operations. Results of operations
for interim periods are not necessarily indicative of those to be achieved for
full fiscal years.

[10] Reclassifications:

     Certain reclassifications to the prior periods' financial statements have
     been made to conform with classifications used in the current period.

[11] Recently issued accounting standards:

     The Financial Accounting Standards Board issued in March 2000
     Interpretation No. 44, "Accounting for Certain Transactions involving Stock
     Compensation" clarifying the application of APB 25 with various effective
     dates. This interpretation defines an employee in applying APB 25 and
     indicates accounting consequences of various modifications to the terms of
     previously issued fixed options or awards. The guidance in this
     interpretation had no effect in the accompanying financial statements.



NOTE C -- COMMITMENTS AND OTHER MATTERS

[1] Leases:

     During 1999, the Company entered into operating lease agreements for its
     CyberCenter Facility, and administrative offices expiring in March 2014 and
     March 2003, respectively. During November 1999, the Company's
     unconsolidated subsidiary subleased office space from an affiliate of a
     principal stockholder of the Company, through October 2002. Future monthly
     minimum rental payments under these leases are as follows:


                                                        At             At
                                                   December 31,     June 30,
                                                       1999           2000
                                                   ------------     --------
         2000 ...............................       $ 90,000              --
         2001 ...............................         90,000          90,000
         2002 ...............................         86,000          84,000
         2003 ...............................         16,000          56,000
         2004 ...............................         12,000          14,000
         2005 and thereafter ................        133,000          12,000
         2006 and thereafter ................                        133,000
                                                    --------        --------
                                                    $427,000         389,000
                                                    ========        ========

Rent expense for the year ended December 31, 1999, for the six month periods
ended June 30, 2000 and June 30, 1999 amounted to approximately $20,000, $14,000
and $3,000 respectively.


[2] Employment agreements:

    On July 1, 1999, the Company entered into a three-year employment agreement
    with its Chief Executive Officer ("CEO") who is also a principal
    stockholder. The agreement is automatically renewed on an annual basis for
    an additional year unless terminated. The agreement provides for an annual
    base salary of


                                      F-9
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)


NOTE C -- COMMITMENTS AND OTHER MATTERS (CONTINUED)

    $175,000 and an incentive bonus and stock options to purchase shares of
    common stock to be determined by the Board of Directors.

    In November 1999, the Company entered into employment agreements commencing
    on the consummation of the proposed public offering with its President/Chief
    Operating Officer ("COO"), Chief Financial Officer ("CFO") and Vice
    President of Technology and Internet services ("VP"). The agreements are for
    a period of one year except employment agreement for the CFO was modified in
    July 2000 to six months.

    The agreements provide for a total annual base compensation aggregating
    $350,000 plus incentive bonuses to be determined by the Board of Directors.
    The officers received options to purchase an aggregate of 15,000 shares of
    common stock exerciseable at the proposed public offering price expiring in
    November 2004. The Company's financial statements do not reflect any
    compensation charge for these conditional options granted. In addition, the
    VP received options to purchase 50,000 shares of common stock at an exercise
    price of $4.00 expiring November 2004. In addition, in January 2000 the
    Company issued to these officers, options to purchase 78,750 shares of
    common stock exercisable for a period of five years at the proposed public
    offering price.

    In June 2000, the Company terminated the employment agreement with its COO
    and forfeited options granted to the COO totaling 23,750 shares.


    The Company has also entered into a one year employment agreement with Vice
    President of Celebrity Relations and Merchandising, contingent upon
    consummation of the proposed initial public offering. The agreement provides
    for an annual salary of $125,000, options to purchase 12,500 shares of
    common stock exercisable at the proposed public offering price expiring in
    November 2004, plus a signing bonus of $35,000 effective October 1, 1999.
    For the year ended December 31, 1999 and the six month period ended June
    30, 2000 the Company has accrued $60,000 and $31,000, respectively as
    compensation expense. The Company has also agreed to issue 17,500 shares of
    common stock to the employee upon obtaining agreements from up to three
    celebrities to join the Company's advisory board, on terms to be negotiated.
    Subsequently, in July 2000 the employment agreement was terminated.


[3] Consulting agreements:

    In April 1999, the Company entered into an agreement with a marketing firm
    whereby the Company has agreed to pay a fee based upon certain benchmarks
    and to grant options to purchase 1,030 shares of restricted common stock
    with the opening of each CyberCenter and 206 shares with the placement and
    live operation of a CyberStation in a single location at an exercise price
    of $0.48 per share. The agreement is in effect until terminated by either
    party for cause. In connection therewith the Company will record a charge
    equal to the fair value of the option on the opening of each CyberCenter and
    operation of each CyberStation.

    In September 1999, the Company entered into two consulting agreements each
    for a period of three years. In connection with these agreements, the
    Company issued unconditionally 75,000 and 100,000 shares of common stock
    which are valued at $20.00 per share and will be amortized over a period of
    three years. The consultants are to provide consulting services with respect
    to marketing and mergers and acquisitions.


    In October 1999, the Company issued unconditionally 87,500 shares of common
    stock to a consultant to provide corporate development consulting services
    over a period of two years which the Company valued at $20.00 per share.


[4] Related party transactions:

    The Company's CEO served without pay from inception through December 31,
    1998. The Company, based on employment agreement effective July 1, 1999,
    valued such services at $175,000 per year. In this connection, the Company
    recognized a compensation expense and a credit to paid-in capital.


                                      F-10
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)



C -- COMMITMENTS AND OTHER MATTERS (CONTINUED)


    At December 31, 1999 and June 30, 2000 the Company had a liability for
    accrued salary of $131,000 and $201,000, respectively, to the
    CEO/stockholder and the CEO has agreed to defer the payment of $131,000 of
    such salaries until the consummation of a proposed initial public offering
    which results in a gross proceeds of at least $10,000,000. In addition from
    inception through December 31, 1999 and through June 30, 2000, the CEO paid
    certain operating expenses of $11,000 and $51,000, respectively, on behalf
    of the Company. These amounts have been recorded as noninterest bearing
    loans with no fixed date of repayment.


    The Company has received from the CEO the right to the domain name "urban
    trends.com" for nominal consideration.

[5] Other commitment:

    In January 2000, the Company entered into an agreement with a software
    provider, for a period of one year. Under the agreement, the Company has
    agreed to pay an aggregate of $437,000. The software provider has developed
    a proprietary search engine which utilizes a question and answer format.
    Pursuant to the agreement, the software provider will customize its search
    engine for use by the Company.

NOTE D -- STOCKHOLDERS' EQUITY

[1] Stock split:

    The Board of Directors approved a 8.24354 for one stock split effective in
    July 1999. In June 2000, the Board of Directors approved a one for two
    reverse stock split. All information regarding shares of common stock have
    been restated to give retroactive recognition to the stock split and reverse
    stock split for all the periods presented, including all references to
    number of shares and per share amounts.

[2] Stock options:

    In November 1999, the Board of Directors and the stockholders of the Company
    approved a Stock Option Plan (the "1999 Plan") which provides for the
    granting of options to purchase up to 250,000 shares of common stock,
    pursuant to which key employees, directors and consultants are eligible to
    receive incentive and/or nonqualified stock options. The exercise period and
    price of options granted under the 1999 Plan are determined by the Board of
    Directors. The exercise price for incentive stock options must not be less
    than the fair market value of the shares of common stock on the date of the
    grant, except that the exercise price of options granted to a stockholder
    owning more than 10% of the outstanding capital stock may not be less than
    110% of the fair value of the common stock at date of grant.

    In November 1999, the Board of Directors and stockholders approved the 1999
    Executive Stock Option Plan (the "Executive Plan") which provides for the
    granting of up to 250,000 options to purchase shares of common stock to the
    CEO of the Company. The Company has granted the entire 250,000 options to
    the CEO of the Company. Of these options, 125,000 shares of common stock of
    the Company are exercisable immediately for a period of five years at an
    exercise price equal to the proposed initial public offering price. The
    balance of such options are exercisable for a period of five years at an
    exercise price equal to 110% of the proposed public offering price. Options
    to purchase 62,500 shares of common stock are exercisable in each of the
    years 2001 and 2002 upon achieving gross sales revenue of $17,500,000 and
    $25,000,000 respectively.

    The Company has granted stock options to outside directors to purchase
    10,000 shares of common stock, including options to purchase 5,000 shares of
    common stock to the spouse of the CEO and principal stockholder, contingent
    upon consummation of the proposed public offering. These options are
    exercisable commencing 90 days after the consummation of the proposed public
    offering at an exercise price equal to the proposed public offering price
    expiring five years after the consummation of the proposed public offering.



                                      F-11
<PAGE>

                            URBAN COOL NETWORK, INC.
                         (a development stage company)


                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)

    The following table summarizes information about stock options outstanding
    at December 31, 1999 and June 30, 2000:



NOTE D -- STOCKHOLDERS' EQUITY (CONTINUED)

[2] Stock options: (continued)


                     Number of            Weighted
                     Options              Average
                     Granted             Contractual           Number of
Exercise               and                 Life                Options
  Price            Outstanding           Remaining           Exercisable
--------     ------------------------   -----------   -------------------------
             December 31,   June 30,                  December 31,    June 30,
                 1999         2000                        1999          2000
             ------------  ----------                 -----------    ----------
 Note(1)        280,000      372,025      5 years       125,000        125,000
  $ 4.00         50,000       50,000      5 years        50,000         50,000
               --------     --------                   --------       --------
                330,000      422,025                    175,000        175,000
               ========     ========                   ========       ========

    Note(1): The exercise price is equal to the an assumed fair value of $20.00
    per share. The exercise price of options granted to a stockholder owning
    more than 10% of the outstanding capital stock may not be less than 110% of
    the fair value of the common stock at date of grant.

    At December 31, 1999 and at June 30, 2000, the Company had available 220,000
    and 140,475 options under the Company's 1999 plan, respectively.


    The Company has elected to continue to account for stock option grants in
    accordance with APB 25 and related interpretations. Accordingly, no
    compensation cost has been recognized for fixed options because the exercise
    prices of the stock options on the date of grant equal the market values of
    the Company's common stock.

    Had the compensation costs for the plans been determined based upon the fair
    value at the grant date consistent with SFAS No. 123, the Company's net
    (loss) and net (loss) per share on a pro forma basis would have been the
    amounts indicated below:


<TABLE>
<CAPTION>
                                                                                          Six Months
                                                              Year Ended                Ended June 30,
                                                             December 31,       -----------------------------
                                                                 1999               2000              1999
                                                             ------------       ------------       ----------
<S>                                                          <C>                <C>                <C>
     Net (loss):
       As reported .....................................     $(5,686,000)      $(10,450,000)       $(608,000)
       Pro forma .......................................      (7,831,000)       (10,738,000)        (608,000)
     Net (loss) per share:
       As reported
         Basic and diluted .............................          $(3.98)            $(5.29)           $(.48)
       Pro forma
         Basic and diluted .............................          $(5.48)            $(5.43)           $(.48)
</TABLE>




    The Company has not included potential common shares pro forma diluted loss
    per share computation, since the result would be antidilutive.


                                      F-12
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)

                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)


NOTE D -- STOCKHOLDERS' EQUITY (CONTINUED)

    The pro forma amounts may not be representative of future disclosures due
    to, among other things: (i) the estimated fair value of stock option is
    amortized over the vesting period and (ii) additional options may be granted
    in future years.


    The weighted average fair value at date of grant for unconditional options
    granted during the year 1999 and for the six months ended June 30, 2000, was
    $12.26 and $12.54, respectively, using the Black-Scholes option-pricing
    model with the following assumptions:


                                                    1999          2000
                                                    ----          ----
         Dividend yield ........................    0.00%         0.00%
         Expected volatility ...................     .70           .70
         Risk-free interest rate ...............    5.76%         6.56%- 6.76%
         Expected life in years ................       5             5

[3] Warrants:

    In connection with certain units sold in a private placement (see Note E)
    the Company has issued warrants to purchase 262,500 shares of common stock.

    The above warrants are exercisable commencing January 2000 at an exercise
    price of $4.00 per share expiring five years from the issue date in 1999.

NOTE E -- PRIVATE PLACEMENT


In 1999, the Company sold 105 units, aggregating $1,050,000. Each unit consists
of a $10,000 promissory note, 500 shares of common stock and a warrant to
purchase 2,500 shares of common stock (see Note D[3]). The promissory notes bear
interest at 10% per annum and are due the earlier of 24 months from date of
issuance or the closing of the proposed initial public offering. The common
stock and warrants have been valued at $20.00 and $16.56, respectively, by using
an assumed fair value of $20.00 for common stock and the application of the
Black-Scholes model and is being accounted for as debt discount which is being
amortized over the life of the loan. The aggregate value of the common stock and
warrants is calculated to be $5,397,000.


The Company incurred costs in connection with obtaining the financing of
approximately $259,000 which is amortized over the life of the loans. The
effective interest rate on the notes is 300% excluding debt issuance costs.

NOTE F -- PROPOSED PUBLIC OFFERING

The Company signed a letter of intent with an underwriter with respect to a
proposed public offering of shares of common stock. There is no assurance that
such offering will be consummated. The Company anticipates incurring substantial
expenses in connection with the proposed public offering, which if the offering
is not consummated, will be charged to expense. Upon consummation of the public
offering outside directors are to receive an aggregate of 5,000 shares of common
stock of the Company, including 2,500 shares of common stock to be issued to the
spouse of the CEO and principal stockholder.

NOTE G -- INCOME TAXES


At December 31, 1999 and June 30, 2000, the Company had available federal net
operating loss carryforward to reduce future taxable income of approximately
$2,327,000 and $4,380,000, respectively. The net operating loss carryforwards
expire 2018 through 2020. The Company's ability to utilize its net operating
loss carryforwards may be subject to annual limitations pursuant to Section 382
of the Internal Revenue Code if future changes in ownership occur.



                                      F-13
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)


                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)


NOTE G -- INCOME TAXES (CONTINUED)

A reconciliation of income tax expense to amounts computed using federal
statutory rates is as follows:


<TABLE>
<CAPTION>
                                                                                          Six Months Ended
                                                             Year Ended December 31,           June 30,
                                                            ------------------------   ------------------------
                                                               1999           1998         2000           1999
                                                             --------       --------   -----------     ---------
<S>                                                          <C>            <C>        <C>            <C>
Income tax benefit computed at federal statutory rate ....  $ 2,266,000     $111,000   $ 4,180,000     $ 244,000
Nondeductible salary to officer ..........................                   (28,000)
Nondeductible amortization of discount on debt ...........     (833,000)                (2,800,000)
Nondeductible amortization of consulting fees ............     (156,000)                  (558,000)

Startup costs. ...........................................       20,000      (83,000)        4,000         4,000
                                                            -----------      -------   -----------     ---------

                                                              1,297,000            0       824,000       240,000
Valuation allowance ......................................   (1,297,000)           0      (824,000)     (240,000)
                                                            -----------      -------   -----------     ---------
                                                                      0            0             0             0
                                                            ===========      =======   ===========     =========
</TABLE>

The deferred tax assets are recorded as follows:


<TABLE>
<CAPTION>
                                                                 At December 31,
                                                             -----------------------        At June 30,
                                                               1999           1998              2000
                                                             --------       --------        -----------
<S>                                                         <C>             <C>             <C>
Loss carryforwards .......................................  $   930,000                      1,758,000
Deferred startup costs ...................................       78,000     $ 83,000            74,000
Salary to officer/stockholder ............................       52,000                         52,000
Options to employee ......................................      320,000                        320,000
                                                            -----------      -------        ----------
 .........................................................    1,380,000       83,000         2,204,000
Valuation allowance ......................................   (1,380,000)     (83,000)       (2,204,000)
                                                            -----------      -------        ----------
Net deferred tax assets ..................................            0            0                 0
                                                            ===========      =======        ==========
</TABLE>


The Company has provided a valuation allowance against the full amount of its
net operating loss carryforwards and other temporary differences, since the
likelihood of realization cannot be determined.

NOTE H -- NOTE PAYABLE/LOAN PAYABLE

In November 1999, the Company issued an unsecured note payable for $400,000 to
its website developer for accounts payable. The note bears interest at 18% per
annum, payable in monthly installments of $25,000 beginning December 1, 1999,
with the outstanding balance due at the earlier of a public offering of the
Company's securities resulting in gross proceeds of at least $10,000,000 or June
1, 2000. The Company failed to make monthly payments due on December 1, 1999
through August 1, 2000.


In November 1999, the Company entered into a loan agreement with a lender
pursuant to which the lender has agreed to loan advances up to $1,000,000. The
loan matures on the earlier of consummation of the proposed public offering or
May 18, 2000 (as amended) and bears interest at 10% per annum. In consideration
for the extension of the original due date, the Company has agreed to pay
$75,000 to the lender on the maturity date. In connection with the loan
agreement the Company issued to the lender warrants to purchase 375,000 shares
of common stock at an exercise price of $4.00 per share which has been valued at
$17.54 per warrant by application of the Black-Scholes model and was treated as
debt discount and amortized over the term of the loan. The warrants are
exercisable by the lender at any time for a period of ten years. The aggregate
value of the warrant is calculated to be $6,578,000. The loan is secured by all
of the assets of the Company, including intangibles, intellectual property and
internet websites. Through December 1999 and June 2000, the Company drew down
$500,000 and $889,000, respectively under the loan agreement. In August 2000,
the Company paid $87,500 to the lender against the outstanding loan balance. The
Company has an understanding with the lender which is expected to extend the
maturity date until the closing of the proposed initial public offering. Such
agreement is expected to cost the Company an additional $75,000 for this
forbearance.



                                      F-14
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)


                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)


NOTE H -- NOTE PAYABLE/LOAN PAYABLE (CONTINUED)


On March 30, 2000 the exercise price of the warrants issued to the lender was
reduced to $2.00 per share which resulted in an increase in the value of warrant
of $412,000, such increase was amortized over the remaining life of the
loan. In June 2000, the exercise price was further reduced to $0.01 per share
resulting in an additional increase of $449,000 in the warrant value. This
increase was charged to expense on the date of change, since the maturity
date has expired.


Under the loan agreement, the Company had agreed with the lender to use its best
efforts to convert the repayment of the loan balance into shares of common stock
of the Company in the proposed public offering at the proposed initial public
offering price. Subsequently the lender has agreed not to exercise such rights.

In November 1999, the Company entered into a consulting agreement with an
affiliate of the lender to implement its business plans and strategies for a
period of two years with a right to terminate by either party upon written
notice as of the end of the first year. Under the agreement, the Company will
pay a fee of $6,250 per month and the Company issued unconditionally 75,000
shares of common stock valued at $20.00 per share. The company is required to
issue additional shares of common stock if the proposed public offering is at a
price of $20.00 or less per share, so that the total number of shares issued to
the consultant will be equal to the number of shares which could have been
purchased in the proposed public offering for $1,500,000. In April 2000, the
Company agreed to pay an additional consulting fee of $75,000 on completion of
the proposed public offering.

In connection with the loan agreement, the Company issued warrants to purchase
20,000 and 10,000 shares of common stock at an exercise price equal to 110% of
the initial public offering price each expiring in 2004 to brokerage firms. The
aggregate value of the warrants is calculated to be $364,000. The amortization
of the value of these warrants is included in the statements of operations,
classified as amortization of debt discounts. In May 2000 all the warrants to
purchase 30,000 shares of common stock of the Company was cancelled.

NOTE I -- INVESTMENT IN TECHNOLOGY

In November 1999, the Company entered into a shareholders' agreement with ESI, a
corporation formed in November 1999 and Stanley Wolfson ("SW") to acquire 662/3%
of the common stock of ESI. SW contributed partially developed certain
intellectual property in exchange for his ownership in ESI. The intellectual
property represents a computer software platform engine in development that will
attempt to create an ability to mass produce e-commerce websites, manage and
administer said sites. Under the amended agreement, SW has the right to manage
the affairs of ESI subject to the Company's right to vote on certain shareholder
matters. Under the agreements as amended the Company has granted warrants to SW
for purchase of up to 525,000 shares of common stock at an exercise price of
$2.00 per share with respect to 500,000 shares of common stock and $4.00 per
share with respect to 25,000 shares of common stock, each expiring on the fifth
anniversary of the date of issuance. The warrants to purchase 125,000 shares of
common stock were exercisable immediately and the balance of 400,000 warrants
become exercisable upon ESI achieving certain gross sales within 24 months of a
capital contribution by the Company aggregating $3,000,000. The Company
accounted for this asset purchase at the fair value of the warrants equal to
$2,270,000. Such fair value is amortized over three years. The Company will
record an additional charge based on the fair value of the warrants upon
achieving the sales targets.


The Company has agreed to contribute $2,950,000 to ESI upon the completion of
the proposed public offering. In the event that the proposed public offering is
consummated and the Company fails to contribute $2,950,000 within three days
after the receipt of the net proceeds of the proposed public offering or if the
proposed public offering is not consummated on or before July 1, 2000, ESI will
have the right to cancel the shares of common stock issued to the Company and
will terminate the shareholders' agreement. In July 2000, such rights were



                                      F-15
<PAGE>

                            URBAN COOL NETWORK, INC.
                          (a development stage company)


                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)


NOTE I -- INVESTMENT IN TECHNOLOGY (CONTINUED)


extended through August 31, 2000 and further extended through September 15, 2000
in August, 2000. This will also result in expensing of unamortized portion of
the capitalized software which at December 31, 1999 and June 30, 2000 was
$2,144,000 and $1,766,000, respectively.


ESI also entered into an employment agreement with SW for a period of three
years commencing November 1, 1999 at an annual salary of $175,000 per year and
plus an amount equal to 2% of the gross sales of ESI.


In March 2000, ESI formed Mastercraft Builders, Inc. ("Mastercraft"), a New York
corporation to perform interior alteration services with a specialty in turnkey
facilities for Internet and Internet related entities. Under the subscription
agreement dated April 7, 2000, ESI owned 90% of the outstanding and issued
shares of common stock with 5% owned by parents of an officer of the Company. SW
is the sole director of Mastercraft. Under the stockholders agreement, ESI has a
purchase option to acquire minority interest.

In April 2000, ESI formed ModTech Solutions, Inc. ("ModTech") a New York
corporation to engage in modular construction with a specialty in the
construction of facilities for Internet and Internet related entities. ESI owns
90% of the outstanding and issued shares of common stock with 5% owned by
parents of an officer of the Company. SW is the sole director of ModTech. ESI
has a purchase option to acquire minority interest. In April 2000 ModTech
entered into an asset purchase agreement with a New Jersey corporation
("Seller") and purchased personal property for $25,000. In May 2000 ModTech
entered into a six month consulting agreement with an officer of the seller in
connection with the establishment of a modular construction and manufacturing
business. Under the agreement ModTech has agreed to pay a consulting fee of
$50,000 for a period of six months.



In April 2000, ESI formed ModeTech Solutions, LLC ("LLC"), a New York limited
liability company. Under the operating agreement among the members of the LLC,
ESI will control 80% of the entity and has issued a promissory note in the
amount of $150,000, payable on demand without interest. ESI's officer's parents
control 10% of the LLC and has agreed to contribute $25,000 in cash. ESI acts as
manager of the LLC and has a purchase option to acquire interests from minority
members.


The following financial information summarizes ESI and its majority owned
subsidiaries' financial status and changes therein.


Condensed Consolidated Balance Sheets Information:

                                         December 31, 1999       June 30, 2000
                                         -----------------       -------------
                                                                   (Unaudited)
Cash ..................................     $  50,000              $  67,000

Due from Urban Cool Network, Inc.                                     25,000
                                            ---------              ---------
  Total Current Assets ................        50,000                 92,000
                                            ---------              ---------

Property and equipment (net of
  accumulated depreciation of $5,000)                                 74,000
Intangibles                                                           50,000
Deposits                                                              10,000
                                                                   ---------
                                                                     134,000
                                            ---------              ---------
  Total Assets                              $  50,000              $ 226,000
                                            =========              =========
Payable to affiliated entity ..........        50,000                 50,000
Accrued expenses payable ..............        39,000                153,000
                                            ---------              ---------
Total Current Liabilities .............        89,000                203,000
                                            ---------              ---------
Minority interests ....................            --                     --
Stockholders' Equity
  (capital deficiency) ................       (39,000)                23,000
                                            ---------              ---------
  Total liabilities and
      Stockholders' Equity
      (capital deficiency) ............     $  50,000               $226,000
                                            =========              =========



                                      F-16
<PAGE>

                            URBAN COOL NETWORK, INC.
                         (a development stage company)

                    Notes to Financial Statements (continued)
                           December 31, 1999 and 1998
          (Unaudited with respect to June 30, 2000 and with respect to
            six month periods ended June 30, 2000 and June 30, 1999)


NOTE I -- INVESTMENT IN TECHNOLOGY (CONTINUED)

Condensed Consolidated Statements of Operation Information:


<TABLE>
<CAPTION>
                                                         Period from
                                                      November 1, 1999
                                                         (inception)             Six Months
                                                           Through                 Ended
                                                      December 31, 1999        June 30, 2000
                                                     ------------------        -------------
                                                                                (Unaudited)

<S>                                                     <C>                     <C>
Revenue (substantially from one customer)...........           --               $1,222,000
Costs of Contracts                                             --                1,069,000
   Gross Margin                                                                    153,000
Selling, general and administrative expense ........    $  39,000                  265,000
Loss before income taxes and minority interests ....      (39,000)                (112,000)
Income taxes .......................................         --                         --
Loss before minority interests .....................      (39,000)                (112,000)
Minority interests .................................         --                         --
                                                        ---------               ----------
Net loss ...........................................    $ (39,000)              $ (112,000)
                                                        =========               ==========
</TABLE>


The Company's business acquisitions did not constitute purchases, and its
majority owned subsidiaries had no predecessor business and hence there is no
financial information prior to its formation.

NOTE J -- ACQUISITION OF WILHELMINA URBAN COOL


In March 2000, the Company acquired all of the issued and outstanding shares of
WilhelminaUrbanCool, a wholly owned subsidiary of Wilhelmina Artist Management,
LLC ("LLC") for 290,000 shares of the Company's common stock, which has been
valued at $5,800,000 based on an assumed fair value of $20.00 per share.


WilhelminaUrbanCool was formed in February 2000 in order to license the
Wilhelmina trademark from the LLC. The license agreement provides for an initial
term of 25 years and successive five-year renewal options. The Company has
estimated the economic useful life and amortization period of the license to be
25 years. Pursuant to the license agreement, WilhelminaUrbanCool has been
granted the licenses to utilize the Wilhelmina trademark in connection with a
website known as WilhelminaUrbanCool.com. LLC has agreed to provide all head
shots, photographs and other materials which the subsidiary has the right to
utilize for self-promotion and to provide the Company with content for the
WilhelminaUrbanCool.com website.

Wilhelmina Urban Cool did not engage in any business prior to the Company's
acquisition and there was no predecessor business. Accordingly, there is no
financial information prior to its acquisition.

NOTE K -- SUBSEQUENT EVENT


In July 2000, the Company sold 4.8 units, aggregating $480,000. Each unit
consists of a $100,000 promissory note, 10,000 shares of common stock and a
warrant to purchase 50,000 shares of common stock. The warrants are exercisable
commencing six months after closing at an exercise price of $2.00 per share
expiring five years from the issue date. The promissory notes bear interest at
10% per annum and are due the earlier of 18 months from date of issuance or the
closing of the proposed initial public offering. The common stock and warrants
have been valued at $9.00 and $7.82, respectively, by using an assumed fair
value of $9.00 per share for common stock and application of the Black-Scholes
model, and is being accounted for as debt discount which will be amortized over
the live of the loan. The aggregate value of the common stock and warrants is
calculated to be $2,309,000.


The Company incurred costs in connection with obtaining the financing of
approximately $56,000 which is amortized over the life of the loans. The
effective interest rate on the notes is 491% excluding debt issuance costs.


                                      F-17
<PAGE>

      We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is unlawful. The information in this
prospectus is current only as of the date of this prospectus.


                            Urban Cool Network, Inc.


                                   ----------


                        1,300,000 Shares of Common Stock


                                   ----------


                                         , 2000


                                   ----------


Kashner Davidson Securities Corp.

                                                         Nutmeg Securities, Ltd.

Until         , 2000 (25 days after the date of this prospectus), all dealers
that buy, sell or trade these securities, whether or not participating in this
offering, may be required to deliver a prospectus. This is in addition to the
dealers' obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.


<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

      The following table sets forth the various expenses (other than
underwriting commissions and discounts payable to the underwriters) payable by
Urban Cool in connection with the issuance and distribution of the securities
being registered. With the exception of the registration fee, the NASD filing
fee and The American StockExchange listing fees, all amounts shown are
estimates.

Registration fee .................................................... $   11,101
The American StockExchange listing fees .............................     32,500
NASD filing fee .....................................................      4,705
Printing and engraving expenses .....................................    150,000
Legal fees and expenses (other than Blue Sky) .......................    600,000
Accounting fees and expenses ........................................    290,000
Blue Sky fees and expenses (including legal and filing) .............     25,000
Transfer agent fees and expenses ....................................      5,000
Miscellaneous expenses ..............................................     46,694
                                                                      ----------
    Total ........................................................... $1,165,000
                                                                      ==========

Item 14. Indemnification of Officers and Directors.

      Section 145 of the Delaware General Corporation Law ("DGCL") permits, in
general, a Delaware corporation to indemnify any person made, or threatened to
be made, a party to an action or proceeding by reason of the fact that he or she
was a director or officer of the corporation, or served another entity in any
capacity at the request of the corporation, against any judgment, fines, amounts
paid in settlement and expenses, including attorney's fees actually and
reasonably incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 145(e) of the DGCL permits the corporation to pay
in advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 145(f) of the DGCL provides that the
indemnification and advancement of expense provisions contained in the DGCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled.

      Urban Cool's certificate of incorporation provides, in general, that we
shall indemnify, to the fullest extent permitted by Section 145 of the DGCL, any
and all persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters referred
to in, or covered by, said section. The certificate of incorporation also
provides that the indemnification provided for therein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions taken in his or her official capacity and as to
acts in another capacity while holding such office.

      In accordance with that provision of the certificate of incorporation,
Urban Cool shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust, or
other enterprise in any capacity at Urban Cool's request) made, or threatened to
be made, a party to an action or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he or she was
serving in any of those capacities against judgments, fines, amounts paid in
settlement and reasonable expenses (including attorney's fees) incurred as a
result of such action or proceeding. Indemnification would not be available if a
judgment or other final adjudication adverse to such director or officer
establishes that (i) his or


                                      II-1
<PAGE>

her acts were committed in bad faith or were the result of active and deliberate
dishonesty or (ii) he or she personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled.

      The Form of Underwriting Agreement filed as Exhibit 1.1 hereto also
contains, among other things, provisions whereby the underwriters agree to
indemnify Urban Cool, each officer and director of Urban Cool who has signed the
registration statement, and each person who controls Urban Cool within the
meaning of Section 15 of the Securities Act, against any losses, liabilities,
claims or damages arising out of alleged untrue statements or alleged omissions
of material facts with respect to information furnished to Urban Cool by the
underwriters for use in the registration statement or prospectus.

      The Underwriting Agreement also contains provisions whereby Urban Cool
agrees to indemnify the underwriters, each officer and director of the
underwriters, and each person who controls the underwriters within the meaning
of Section 15 of the Securities Act, against any losses, liabilities, claims or
damages arising out of alleged untrue statements or alleged omissions of
material facts contained in the registration statement or prospectus.

      Urban Cool has been advised that it is the position of the Commission that
insofar as the indemnification provisions referenced above may be invoked to
disclaim liability for damages arising under the Securities Act, these
provisions are against public policy as expressed in the Securities Act and are,
therefore, unenforceable.

Item 26. Recent Sales of Unregistered Securities.

      Unless otherwise noted, the sale of the securities were exempt from
registration under the Securities Act under Section 4(2) and/or Regulation D
promulgated thereunder. All such sales being made to sophisticated investors
and/or accredited investors who had access to information about Urban Cool and
were able to bear the risk of loss of their investment.

      (1)   On January 23, 1998, Jacob R. Miles was issued 1,020,138 shares of
            common stock upon our formation under Section 4(2) of the Securities
            Act.

      (2)   On November 4, 1998, Rosalind Bell was issued 2,061 shares of common
            stock for a purchase price of $1,000 under Section 4(2) of the
            Securities Act.

      (3)   On November 4, 1998, Bettye Bell was issued 206 shares of common
            stock for an aggregate purchase price of $100 under Section 4(2) of
            the Securities Act.

      (4)   On November 4, 1998 Rosalind Bell was issued 8,244 shares of common
            stock for services rendered under Section 4(2) of the Securities
            Act.

      (5)   On November 30, 1998, Omni Source Events was issued 4,122 shares of
            common stock for an aggregate purchase price of $2,000 under Section
            4(2) of the Securities Act.

      (6)   On November 30, 1998, Crystal R. Smith was issued 206 shares of
            common stock for an aggregate purchase price of $100 under Section
            4(2) of the Securities Act.

      (7)   On November 30, 1998, Jennifer L. Smith was issued 206 shares of
            common stock for an aggregate purchase price of $100 under Section
            4(2) of the Securities Act.

      (8)   On December 7, 1998, Robert A. and Jacqueline M. Smith were issued
            825 shares of common stock for an aggregate purchase price of $400
            under Section 4(2) of the Securities Act.

      (9)   On December 7, 1998, Karen Miles was issued 825 shares of common
            stock for an aggregate purchase price of $400 under Section 4(2) of
            the Securities Act.

      (10)  On December 7, 1998, Venture Partners was issued 2,061 shares of
            common stock for an aggregate purchase price of $1,000 under Section
            4(2) of the Securities Act.

      (11)  On December 7, 1998, James Hurley, Jr. was issued 10,305 shares of
            common stock for an aggregate purchase price of $5,000 under Section
            4(2) of the Securities Act.

      (12)  On November 4, 1998 Jacob R.Miles was issued 10,305 shares of common
            stock for an aggregate purchase price of $5,000 under Section 4(2)
            of the Securities Act.


                                      II-2
<PAGE>

     (13)   On March 3, 1999, James and Gloria Austin were issued 82,435 shares
            of common stock for an aggregate purchase price of $40,000 under
            Section 4(2) of the Securities Act.

      (14)  On March 1, 1999, Geraldine Miles was issued 825 shares of common
            stock for an aggregate purchase price of $400 under Section 4(2) of
            the Securities Act.

      (15)  On December 7, 1998, Eva G. Miles was issued 412 shares of common
            stock for an aggregate purchase price of $200 under Section 4(2) of
            the Securities Act.

      (16)  On March 3, 1999, Gary Fargusson was issued 41,218 shares of common
            stock for an aggregate purchase price of $20,000 under Section 4(2)
            of the Securities Act.

      (17)  On March 3, 1999, the Brannon-Cottrell Group was issued 30,913
            shares of common stock for an aggregate purchase price of $15,000
            under Section 4(2) of the Securities Act.

      (18)  On March 9, 1999, Black Urban Investors of Arlington were issued
            8,192 shares of common stock for an aggregate purchase price of
            $39,750 under Section 4(2) of the Securities Act.

      (19)  On March 9, 1999, Teddy Bosey, Jr. was issued 20,609 shares of
            common stock for an aggregate purchase price of $10,000 under
            Section 4(2) of the Securities Act.

      (20)  On March 10, 1999, Monte E. Ford was issued 20,609 shares of common
            stock for an aggregate purchase price of $10,000 under Section 4(2)
            of the Securities Act.

      (21)  On March 10, 1999, Paul R. Martinez was issued 20,609 shares of
            common stock for an aggregate purchase price of $10,000 under
            Section 4(2) of the Securities Act.

      (22)  On March 4, 1999, Larry D. Whiting was issued 20,609 shares of
            common stock for an aggregate purchase price of $10,000 under
            Section 4(2) of the Securities Act.

      (23)  On April 3, 1999, Debra Perk Haynes and Frederick D. Haynes were
            issued 4,122 shares of common stock for an aggregate purchase price
            of $2,000 under Section 4(2) of the Securities Act.

      (24)  On July 1, 1999, Bertram Denson was issued 20,609 shares of common
            stock for an aggregate purchase price of $10,000 under Section 4(2)
            of the Securities Act.

      (25)  On July 1, 1999, H. Ron and Rita White were issued 20,609 shares of
            common stock for an aggregate purchase price of $10,000 under
            Section 4(2) of the Securities Act.

      (26)  On September 17, 1999, Upway Enterprises, Inc. was issued an
            aggregate of 75,000 shares of common stock for consulting services
            under Section 4(2) of the Securities Act.

      (27)  On September 19, 1999, Surrey Associates, Inc. was issued an
            aggregate of 100,000 shares of common stock for consulting services
            under Section 4(2) of the Securities Act.

      (28)  On October 31, 1999, Sea Breeze Associates, Inc. was issued an
            aggregate of 87,500 shares of common stock for consulting services
            under Section 4(2) of the Securities Act.

      (29)  As of November 1, 1999, RMH Consulting Corp. was issued an aggregate
            of 75,000 shares of common stock for consulting services under
            Section 4(2) of the Securities Act.

      (30)  In November, 1999 and March 2000, Stanley Wolfson was issued
            warrants to purchase up to 525,000 shares of common stock in
            connection with the acquisition of e-commerce Solutions, Inc under
            Section 4(2) of the Securities Act.

      (31)  On November 23, 1999 we issued warrants to purchase 375,000 shares
            of common stock to the Elite Funding Group, Inc. in connection with
            a loan in the amount up to $1,000,000 under Section 4(2) of the
            Securities Act.

      (32)  From July through November 1999, in connection with a private
            financing transaction to accredited investors pursuant to Regulation
            D, the Company sold 105 units at a price of $10,000 per unit to the
            individuals listed below. Each unit in the private financing
            consisted of a promissory note in the amount of $10,000, 500 shares
            of common stock and warrants to purchase 2,500 shares of common
            stock. The warrants are exercisable at an exercise price of $4.00
            per share commencing January,


                                      II-3
<PAGE>

            2000 through November, 2004. The notes bear interest at the rate of
            10% per annum and are payable on the earlier of 24 months from the
            date of issuance or upon the closing of this offering.

            Security Capital acted as the placement agent for the private
            financing. We paid Security Capital a fee of $105,000, which was
            equal to 10% of the aggregate purchase price of the units sold, a
            portion of which was re-allowed to other registered broker-dealers,
            and a non-accountable expense allowance of $31,500 which was equal
            to 3% of the aggregate purchase price of the units sold.

                                                                     Number of
Date of Closing          Name                                         Units
---------------         ------                                      ---------
July 21, 1999           Jeffrey E. Levine                               20
July 21, 1999           Michael Kessler                                 5
July 21, 1999           Jay Konesey                                     10
October 12, 1999        Julius Smith Young, Jr.                         15
October 12, 1999        Gerald Holland, Kathleen Holland, JTWROS        5
October 29, 1999        Charles P. Atkins                               5
October 29, 1999        Bella Figura, LLC                               3
October 29, 1999        Tom Hogan                                       3
October 29, 1999        Arnold Eisenstadt                               2
October 29, 1999        Jeffrey George                                  2
October 29, 1999        Henry Volquardsen                               2
October 29, 1999        Morton Mower                                    2
October 29, 1999        Jeffrey Hrutkay                                 2
October 29, 1999        John C. Kroening and Sherri L. Kroening         2
October 29, 1999        Keith M. Ganzer                                 1.5
October 29, 1999        Insurance Planning Consultants Pension Plan     1
October 29, 1999        Kenneth W. Forbes                               1
October 29, 1999        International Premium Associates, Inc.          1
October 29, 1999        Fran Bader & Allan Bader                        1
October 29, 1999        E.H. Tepe Co., Inc.                             1
November 16, 1999       Sigma Services Corp.                            2
November 16, 1999       Howard B. Culang                                1.5
November 16, 1999       Russell P. Truitt                               1
November 16, 1999       Rodney Grebe                                    1
November 16, 1999       Michael Spindel                                 2
November 16, 1999       Loni Z. Spurkeland                              5
November 16, 1999       Lennart Dahlgren                                2.5
November 23, 1999       Greg Tucker                                     3
November 23, 1999       Phelps Hoyt                                     2.5
Total                                                                   105

      (33)  In March 2000 we issued 290,000 shares of common stock in connection
            with the registration of WilhelminaUrbanCool.com Inc. to Wilhemina
            Asset Management llc. under Section 4(2) of the Securities Act.


                                      II-4
<PAGE>

      (34)  In July 2000 in connection with a private financing transaction to
            accredited investors, pursuant to Section 4(2) of the Securities Act
            and/or Regulation D thereunder, we sold 4.8 units at a price of
            $100,000 per unit to the five persons listed below. Each unit in the
            private financing consisted of a promissory note in the amount of
            $100,000, 10,000 shares of common stock and warrants to purchase
            50,000 shares of common stock at an exercise price of $2.00 per
            share commencing January 2001. The notes bear interest at the rate
            of 10% per annum and are payable on the earlier of 18 months from
            the date of issuance or upon the closing of this offering.


            We paid May Davis a commission equal to $48,000, which was equal to
            10% of the aggregate purchase price of the units sold by May Davis
            and a non-accountable expense of $14,000 equal to 3% of the
            aggregate purchase price of the units.


Name                                             Number of Units
-----                                            ---------------
Arab Commerce Bank Ltd.                                1
Gordon D. Mogerley                                     2
Jonathan Marland                                        .3
Manual & Jones, P.C.                                    .5
Michael Kesselbrenner                                  1

Item 27. Exhibits.

      The following documents (unless indicated) are filed herewith and made a
part of this Registration Statement.

  Number                             Description of Exhibit
  ------                             ----------------------
   1.1     Form of Underwriting Agreement.(1)

   3.1     Certificate of Incorporation.(1)

   3.2     By-laws.(1)

   4.1     Specimen Certificate of the Common Stock.(1)

   4.2     Form of Representative's Warrants.(1)

   5.1     Opinion of Silverman, Collura & Chernis, P.C., counsel to Urban
           Cool.(1)

   10.1    Employment agreement dated November 22, 1999 between Urban Cool
           Network, Inc. and Jacob R. Miles, III.(1)

   10.2    Employment agreement dated November 22, 1999 between Urban Cool
           Network, Inc. and Barry Levine.(1)

   10.3    Employment agreement dated November 22, 1999 between Urban Cool
           Network, Inc. and Terrence B. Reddy.(1)

   10.4    Employment agreement dated November 22, 1999 between Urban Cool
           Network, Inc. and Anthony Winston.(1)

   10.5    Executive Stock Option Plan.(1)

   10.6    1999 Stock Option Plan.(1)

   10.7    Common Stock Purchase Warrant Agreement dated November 21, 1999
           betweenStanley Wolfson and Urban Cool Network, Inc.(1)

   10.8    Shareholders' Agreement, dated November 21, 1999, between Urban Cool
           Network, Inc. and Stanley Wolfson.(1)

   10.9    Sale of Technology Agreement, dated November 21, 1999, between
           e-commerce Solutions, Inc. and Stanley Wolfson.(1)

   10.10   Employment agreement, dated November 21, 1999, between e-commerce
           Solutions, Inc. and Stanley Wolfson.(1)

   10.11   Promissory Note, dated November 18, 1999, between Urban Cool
           Network, Inc. and Analysts International, Inc.(1)


                                      II-5
<PAGE>

  Number                             Description of Exhibit
  ------                             ----------------------
   10.12   Loan Agreement, dated November 23, 1999, between Urban Cool Network,
           Inc. and The Elite Funding Group, Inc.(1)

   10.13   Subscription Agreement and Investment Representation, dated November
           23, 1999, between Urban Cool Network, Inc. and The Elite Funding
           Group, Inc.(1)

   10.14   Common Stock Purchase Warrant Agreement dated November 23, 1999
           between The Elite Funding Group, Inc. and Urban Cool Network, Inc.(1)

   10.15   Security Agreement, dated November 23, 1999, between The Elite
           Funding Group, Inc. and Urban Cool Network, Inc.(1)

   10.16   Subscription Agreement and Investment Representation, dated as of
           November 1, 1999, between Urban Cool Network, Inc. and RMH Consulting
           Group.(1)

   10.17   Consulting agreement dated as of November 1, 1999 between Urban Cool
           Network,Inc. and RMH Consulting Corp.(1)

   10.18   Consulting agreement dated September 17, 1999 between Urban Cool
           Network,Inc. and Upway Enterprises.(1)

   10.19   Consulting agreement dated September 19, 1999 between Urban Cool
           Network,Inc. and Surrey Associates, Inc.(1)

   10.20   Consulting agreement dated October 31, 1999 between Urban Cool
           Network,Inc. and Sea Breeze Associates, Inc.(1)

   10.21   Letter Agreement between Urban Cool Network, Inc. and The Elite
           Funding Group, Inc.(1)

   10.22   Letter of Intent, dated October 12, 1999, by Bloomberg, L.P. to Urban
           Cool Network, Inc.(1)

   10.23   Network Access Agreement dated August 16, 1998 between Urban Cool
           Network, Inc. and ConnectTen LLC.(1)

   10.24   Form of Common Stock Purchase Warrant Agreement between Urban Cool
           Network, Inc. and the investors in the private financing
           transaction.(1)

   10.25   Form of Promissory Note between Urban Cool Network, Inc. and the
           investors in the private financing transaction.(1)

   10.26   Form of Subscription Agreement and Investment Representation between
           Urban Cool Network, Inc. and the investors in the private financing
           transaction.(1)

   10.27   Sublease Agreement, dated August 13, 1999, between Urban Cool
           Network, Inc. and Focus Communications, Inc.(1)

   10.28   Sublease Agreement and Rider, dated February 8, 1999, between Urban
           Cool Network, Inc. and Ecumenical Community Development
           Organization.(1)

   10.29   Deferred Compensation Agreement dated November 22, 1999 between Urban
           Cool Network, Inc. and Jacob R. Miles III.(1)

   10.30   Alliance Partnering Agreement, dated as of December 30, 1999, between
           Urban Cool Network,Inc. and Akamai Technologies, Inc.(1)

   10.31   Letter of Agreement, dated January 6, 2000, between Urban Cool
           Network, Inc. and NaviSite, Inc.(1)

   10.32   Memorandum of Understanding, dated as of November 29, 1999, between
           Urban Cool Network, Inc. and NatioNet Online.(1)

   10.33   Amendment dated December 27, 1999, between Urban Cool Network Inc.
           and Stanley Wolfson to the Shareholder Agreement, dated November 21,
           1999, between Urban Cool Network Inc. and Stanley Wolfson.(1)

   10.34   Ask Jeeves Question and Answer Service Agreement, dated January 10,
           2000, between Urban Cool Network, Inc. and Ask Jeeves, Inc.(1)

   10.35   Employment Agreement, by and between Urban Cool Network, Inc. and
           Sheila Creque.(1)

   10.36   First Amendment to Employment Agreement, dated April 13, 2000, by and
           between Urban Cool Network, Inc. and Sheila Creque.(1)

   10.37   Second Amendment to Shareholders' Agreement, dated as of March 16,
           2000, by and among Urban Cool Network, Inc., Stanley Wolfson and
           e-Commerce Solutions, Inc.(1)


                                      II-6
<PAGE>

  Number                             Description of Exhibit
  ------                             ----------------------
   10.38   Amended and Restated Warrant, dated March 30, 2000, between Stanley
           Wolfson and Urban Cool Network, Inc.(1)

   10.39   Amendment No. 3 to Consulting Agreement, dated April 17, 2000,
           between Urban Cool Network, Inc. and RMH Consulting Corp.(1)

   10.40   Amendment No. 1 to Subscription Agreement, dated April 17, 2000,
           between Urban Cool Network, Inc. and RMH Consulting Corp.(1)

   10.41   Amendment No. 1 to Warrant, dated April 17, 2000, between Urban Cool
           Network, Inc. and The Elite Funding Group, Inc.(1)

   10.42   Sublease Agreement, dated November 1, 1999, by and between e-Commerce
           Solutions, Inc. and MEI Associates, Inc.(1)

   10.43   Stock Purchase Agreement, dated March 22, 2000, by and among Urban
           Cool Network, Inc. and Wilhelmina Artist Management, LLC.(1)

   10.44   License Agreement, dated March 22, 2000, by and between Wilhelmina
           Artist Management, LLC, and Urban Cool Network, Inc.(1)

   10.45   Agreement between Urban Fetch and Master Craft Builders, Inc.(1)

   10.46   Form of Promissory Note dated July __, 2000.

   10.47   Form of Common Stock Purchase Warrant dated July __, 2000.

   10.48   Agreement between Urban Cool Network Inc. and Darwin Networks.

   21.1    List of Subsidiaries.(1)

   23.1    Consent of Richard A. Eisner & Company, LLP.


   23.2    Consent of Silverman, Collura & Chernis, P.C.(contained in Exhibit
           5.1)


   24.1    Power of Attorney (included on the signature page of this
           Registration Statement).(1)

   27.1    Financial Data Schedule

   99.1    Consent to Identification as Director Nominee of Sir Brian
           Wolfson.(1)

----------
(1)  Previously filed

Item 28. Undertakings.

      1. Urban Cool hereby undertakes:

            (a) To file, during any period in which offers or sales are being
      made, a post-effective amendment(s) to this Registration Statement:

                  (1) To include any prospectus required by Section 10(a)(3) of
            the Securities Act;

                  (2) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or
            together, represent a fundamental change in the information in the
            Registration Statement. Notwithstanding the foregoing any increase
            or decrease in the volume of securities offered (if the total dollar
            value of securities offered would not exceed that which was
            registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement; and

                  (3) To include any additional or changed material information
            with respect to the plan of distribution not previously disclosed in
            the Registration Statement or any material change to such
            information in the Registration Statement;

            (b) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering; and

            (c) To provide to the underwriters at the closing specified in the
      Underwriting Agreement certificates in such denominations and registered
      in such names as required by the underwriters to permit prompt delivery to
      each purchaser.


                                      II-7
<PAGE>

           (d) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.

      2. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Urban
Cool pursuant to the foregoing provisions, or otherwise, Urban Cool has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Urban Cool of expenses incurred or paid
by a director, officer or controlling person of Urban Cool in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, Urban
Cool 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 of 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.

      3. Urban Cool will:

            (a) For determining any liability under the Securities Act, treat
      the information omitted from the form of Prospectus filed as part of this
      Registration Statement in reliance upon Rule 430A and contained in a form
      of Prospectus filed by Urban Cool under Rule 424(b)(1), or (4), or 497(h)
      under the Securities Act as part of this Registration Statement as of the
      time the Commission declared it effective; and

            (b) For 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.


                                      II-8
<PAGE>

                                   SIGNATURES


      In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Amendment No. 7 to Form S-1 and has
authorized this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, Texas on August
29, 2000.


                                        URBAN COOL NETWORK, INC.

                                        By: /s/ Jacob R. Miles, III
                                           ------------------------
                                           Jacob R. Miles, III
                                           Chairman and Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints JACOB R. MILES, III his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

          Signature                      Title                        Date
         ----------                      ------                       -------


/s/ Jacob R.Miles, III           Chairman, Chief Executive       August 29, 2000
-----------------------------    Officer and Director
Jacob R. Miles, III

/s/ Barry M. Levine              Chief Financial Officer and     August 29, 2000
-----------------------------    Treasurer(principal accounting
Barry M. Levine                  officer)


/s/ Rosalind Bell                 Director                       August 29, 2000
-----------------------------
Rosalind Bell



                                      II-9
<PAGE>

                                  EXHIBIT INDEX

  Number                        Description of Exhibit
  ------                        ----------------------
   1.1     Form of Underwriting Agreement.(1)

   3.1     Certificate of Incorporation.(1)

   3.2     By-laws.(1)

   4.1     Specimen Certificate of the Common Stock.(1)

   4.2      Form of Representative's Warrants.(1)

   5.1     Opinion of Silverman, Collura & Chernis, P.C., counsel to Urban
           Cool.(1)

   10.1    Employment agreement dated November 22, 1999 between Urban Cool
           Network, Inc. and Jacob R. Miles, III.(1)

   10.2    Employment agreement dated November 22, 1999 between Urban Cool
           Network, Inc. and Barry Levine.(1)

   10.3    Employment agreement dated November 22, 1999 between Urban Cool
           Network, Inc. and Terrence B. Reddy.(1)

   10.4    Employment agreement dated November 22, 1999 between Urban Cool
           Network, Inc. and Anthony Winston.(1)

   10.5    Executive Stock Option Plan.(1)

   10.6    1999 Stock Option Plan.(1)

   10.7    Common Stock Purchase Warrant Agreement dated November 21, 1999
           between Stanley Wolfson and Urban Cool Network, Inc.(1)

   10.8    Shareholders' Agreement, dated November 21, 1999, between Urban Cool
           Network, Inc. and Stanley Wolfson.(1)

   10.9    Sale of Technology Agreement, dated November 21, 1999, between
           e-commerce Solutions, Inc. and Stanley Wolfson.(1)

   10.10   Employment agreement, dated November 21, 1999, between e-commerce
           Solutions, Inc. and Stanley Wolfson.(1)

   10.11   Promissory Note, dated November 18, 1999, between Urban Cool Network,
           Inc. and Analysts International, Inc.(1)

   10.12   Loan Agreement, dated November 23, 1999, between Urban Cool Network,
           Inc. and The Elite Funding Group, Inc.(1)

   10.13   Subscription Agreement and Investment Representation, dated November
           23, 1999, between Urban Cool Network, Inc. and The Elite Funding
           Group, Inc.(1)

   10.14   Common Stock Purchase Warrant Agreement dated November 23, 1999
           between The Elite Funding Group, Inc. and Urban Cool Network, Inc.(1)

   10.15   Security Agreement, dated November 23, 1999, between The Elite
           Funding Group, Inc. and Urban Cool Network, Inc.(1)

   10.16   Subscription Agreement and Investment Representation, dated as
           of November 1, 1999, between Urban Cool Network, Inc. and RMH
           Consulting Group.(1)

   10.17   Consulting agreement dated as of November 1, 1999 between Urban Cool
           Network,Inc. and RMH Consulting Corp.(1)

   10.18   Consulting agreement dated September 17, 1999 between Urban Cool
           Network,Inc. and Upway Enterprises.(1)

   10.19   Consulting agreement dated September 19, 1999 between Urban Cool
           Network,Inc. and Surrey Associates, Inc.(1)

   10.20   Consulting agreement dated October 31, 1999 between Urban Cool
           Network,Inc. and Sea Breeze Associates, Inc.(1)

   10.21   Letter Agreement between Urban Cool Network, Inc. and The Elite
           Funding Group, Inc.(1)

   10.22   Letter of Intent, dated October 12, 1999, byBloomberg, L.P. to Urban
           Cool Network, Inc.(1)

   10.23   Network Access Agreement dated August 16, 1998 between Urban Cool
           Network, Inc. and ConnectTen LLC.(1)


<PAGE>

  Number                         Description of Exhibit
  -------                        ----------------------
   10.24   Form of Common Stock Purchase Warrant Agreement between Urban Cool
           Network, Inc. and the investors in the private financing
           transaction.(1)

   10.25   Form of Promissory Note between Urban Cool Network, Inc. and the
           investors in the private financing transaction.(1)

   10.26   Form of Subscription Agreement and Investment Representation between
           Urban Cool Network, Inc. and the investors in the private financing
           transaction.(1)

   10.27   Sublease Agreement, dated August 13, 1999, between Urban Cool
           Network, Inc. and Focus Communications, Inc.(1)

   10.28   Sublease Agreement and Rider, dated February 8, 1999, between Urban
           Cool Network, Inc. and Ecumenical Community Development
           Organization.(1)

   10.29   Deferred Compensation Agreement dated November 22, 1999 between Urban
           Cool Network, Inc. and Jacob R. Miles III.(1)

   10.30   Alliance Partnering Agreement, dated as of December 30, 1999, between
           Urban Cool Network,Inc. and Akamai Technologies, Inc.(1)

   10.31   Letter of Agreement, dated January 6, 2000, between Urban Cool
           Network, Inc. and NaviSite, Inc.(1)

   10.32   Memorandum of Understanding, dated as of November 29, 1999, between
           Urban Cool Network, Inc. and NatioNet Online.(1)

   10.33   Amendment dated December 27, 1999, between Urban Cool Network Inc.
           and Stanley Wolfson to the Shareholder Agreement, dated November 21,
           1999, between Urban Cool Network Inc. and Stanley Wolfson.(1)

   10.34   Service Agreement dated January 10, 2000, between Urban Cool Network,
           Inc. and Ask Jeeves, Inc.(1)

   10.35   Employment Agreement, by and between Urban Cool Network, Inc. and
           Sheila Creque.(1)

   10.36   First Amendment to Employment Agreement, dated April 13, 2000, by and
           between Urban Cool Network, Inc. and Sheila Creque.(1)

   10.37   Second Amendment to Shareholders' Agreement, dated as of March 16,
           2000, by and among Urban Cool Network, Inc., Stanley Wolfson and
           e-Commerce Solutions, Inc.(1)

   10.38   Amended and Restated Warrant, dated March 30, 2000, between Stanley
           Wolfson and Urban Cool Network, Inc.(1)

   10.39   Amendment No. 3 to Consulting Agreement, dated April 17, 2000,
           between Urban Cool Network, Inc. and RMH Consulting Corp.(1)

   10.40   Amendment No. 1 to Subscription Agreement, dated April 17, 2000,
           between Urban Cool Network, Inc. and RMH Consulting Corp.(1)

   10.41   Amendment No. 1 to Warrant, dated April 17, 2000, between Urban Cool
           Network, Inc. and The Elite Funding Group, Inc.(1)

   10.42   Sublease Agreement, dated November 1, 1999, by and between e-Commerce
           Solutions, Inc. and MEI Associates, Inc.(1)

   10.43   Stock Purchase Agreement, dated March 22, 2000, by and among Urban
           Cool Network, Inc. and Wilhelmina Artist Management, LLC.(1)

   10.44   License Agreement, dated March 22, 2000, by and between Wilhelmina
           Artist Management, LLC, and Urban Cool Network, Inc.(1)

   10.45   Agreement between Urban Fetch and Master Craft Builders, Inc.(1)

   10.46   Form of Promissory Note dated July __, 2000.

   10.47   Form of Common Stock Purchase Warrant dated July __, 2000.

   10.48   Agreement between Urban Cool Network Inc. and Darwin Networks.

   21.1    List of Subsidiaries.(1)

   23.1    Consent of Richard A. Eisner & Company, LLP.


   23.2    Consent of Silverman, Collura & Chernis, P.C. (contained in Exhibit
           5.1)


   24.1    Power of Attorney (included on the signature page of this
           Registration Statement).(1)

   27.1    Financial Data Schedule

   99.1    Consent to Identification as Director Nominee of Sir Brian
           Wolfson.(1)

----------
(1)  Previously filed