RESALE PROSPECTUS


                            TCOM VENTURES CORPORATION


                                 UP TO 1,000,000
                             SHARES OF COMMON STOCK


         WHICH THE SELLING SHAREHOLDERS MAY RESELL UNDER THIS PROSPECTUS

     You should read this resale  prospectus  carefully before you invest.  This
prospectus relates to 1,000,000 shares of common stock $.001 par value per share
(the  "Common  Stock")  of  TCOM  Ventures  Corporation  (the  "Company").   The
stockholders of the Company listed in the "Selling Stockholders" section of this
resale  prospectus may offer and resell shares of Common Stock under this resale
prospectus for their own accounts.  TCOM Ventures  Corporation  will not receive
any proceeds from the resale of these shares by the selling stockholders.

     These  shares were issued or are issuable to the selling  stockholders  and
others as follows

     (i)  1,000,000  shares  issued and issuable  under the Amended and Restated
          1999 Stock Option and Restricted Stock Plan (the "Plan")

     The selling  stockholders  may offer their common stock  through  public or
private  transactions,  at prevailing  market prices or at privately  negotiated
prices. These future prices are not currently known.

     TCOM Ventures  Corporation stock is traded on the Nasdaq OTC Bulletin Board
under the symbol  "TCMV".  On July 10, 2000 the last reported sale price for the
common stock on the Nasdaq OTC Bulletin Board was $0.56 per share.

     See Risk  Factors  beginning  on page 2 to read  about  factors  you should
consider before buying shares of 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  MADE TO THE CONTRARY IS A
CRIMINAL OFFENSE.







                  The date of this prospectus is July 17, 2000


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                                  Risk Factors

     You should  carefully  consider the risks  described  below before deciding
whether  to invest in TCOM  Ventures  Corporation.  If any of the  contingencies
discussed  in the  following  paragraphs  or  other  materially  adverse  events
actually  materialize,   the  business,   financial  condition  and  results  of
operations of TCOM Ventures could be materially and adversely affected.  In such
a case, the trading price of TCOM Ventures' common stock could decline,  and you
could lose all or part of your investment.

TCOM Ventures Has Experienced Difficulty Implementing Its Business Plan

     TCOM Ventures has an ambitious business plan that it has been attempting to
implement  since  April  1999.  Since the  company  has  experienced  difficulty
obtaining financing from traditional sources,  execution of most of its business
plan has been delayed.  There can be no assurance  that the business plan can be
implemented and successfully executed.

Substantial  Doubt  Exists as to TCOM  Ventures'  Ability to Continue as a Going
Concern

     The independent auditor's report on the June 30, 1999, financial statements
of TCOM Ventures  contains an  explanatory  paragraph  that  indicates  there is
substantial  doubt as to the company's  ability to continue as a going  concern.
Management  projects  that TCOM  Ventures  will continue to incur net losses and
experience  negative  cash flow for the  foreseeable  future.  This will require
substantial  amounts of capital.  As of the date of this prospectus,  management
does not have commitments for additional  financing and cannot be sure that TCOM
Ventures will be able to obtain any such  commitments at all or upon  reasonable
terms and conditions.

Failure  to  Integrate  Acquisitions  Successfully  May  Adversely  Affect  TCOM
Ventures' Operating Results

     The success of TCOM  Ventures  will depend to a great extent on its ability
to  integrate  the  operations  and  management  of the  businesses  that it has
acquired  and  businesses  that  it may  acquire  in the  future.  Consolidating
acquired  businesses and integrating  regional operations may take a significant
period of time, will place a significant strain on TCOM Ventures'  resources and
could prove to be more  expensive  than  expected.  TCOM  Ventures  may increase
expenditures  to accelerate the integration  and  consolidation  of its acquired
operations,  but it cannot  guarantee  this  result nor can the  company  assure
investors  that its resources will be sufficient to  successfully  implement its
expansion program.

Management's Planned Aggressive Growth Will Strain TCOM Ventures' Resources

     Management  intends  to expand  the  operations  of TCOM  Ventures  rapidly
through  acquisitions  by  aggressively  pursuing  companies that provide or can
provide a national network system and infrastructure and then expand the network
through the  acquisition  and  installation  of necessary  equipment,  extensive
marketing  efforts in new locations and the  employment of qualified  technical,
marketing  and  customer  support  personnel.  This  rapid  growth  will place a
significant strain on our managerial, operational and financial resources.

     To manage our growth,  management  must  improve the  operational  systems,
procedures and controls of TCOM Ventures on a timely basis by  centralizing  and
standardizing  TCOM Ventures'  operations  and upgrading and replacing  outdated
infrastructure.  If the  demands  placed on its network  resources  by a growing
subscriber  base  outpace  its growth  and  operating  plans,  the  quality  and
reliability of our service may decline and  relationships  with customers may be
harmed as a result.

If TCOM  Ventures Is Unable to  Establish  Satisfactory  Peering  Relationships,
Costs May Increase

     Management intends to establish and maintain  "peering"  relationships with
other ISPs and with CLECs so that TCOM  Ventures  can exchange  traffic  without
paying  transit  costs.  If management is unable to establish  adequate  peering
relationships,  our costs will increase and our revenues  could  decrease.  This
would harm the business,  financial  condition and results of operations of TCOM
Ventures.

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<PAGE>

If Suppliers  Fail to Provide TCOM Ventures With The Equipment it Needs,  We May
Lose Customers

     There are only a limited number of businesses that can supply TCOM Ventures
with the key  components  it will need for its planned  network  infrastructure,
including  telecommunications  services  and  networking  equipment.  Management
cannot be certain that suppliers and  telecommunications  carriers will continue
to sell or lease their  products and services to TCOM  Ventures at  commercially
reasonable  prices or at all. If there are delays in receiving  this  equipment,
TCOM  Ventures  may  not be able  to  service  its  customers.  Difficulties  in
developing  alternative  sources of supply, if required,  could adversely affect
its business, future financial condition or operating results. Moreover, failure
of  telecommunications  providers  to provide the data  communications  capacity
required  by TCOM  Ventures  for any reason  could  cause  interruptions  in its
ability to provide access  services to its  customers,  which may materially and
adversely affect our business, financial condition and operating results.

Acquisitions of ISP Subscribers  May Result in Subscriber  Cancellations  Due to
Billing Problems and Unfamiliarity with TCOM Ventures' Service

     As  part  of  management's  growth  strategy,  TCOM  Ventures  may  acquire
businesses,  products,  technologies and other assets,  including ISP subscriber
accounts,   or  enter  into  joint  venture  arrangements  that  complement  our
businesses.  In an acquisition of ISP subscribers,  TCOM Ventures may experience
subscription cancellations in the shortterm period following the acquisition due
to the lack of the acquired subscribers' familiarity with TCOM Ventures as their
ISP and billing  issues  that may arise due to poor  record  keeping and billing
administration by the selling company.

Acquisitions  of  Companies  May Disrupt  TCOM  Ventures'  Business and Distract
Management Due to Difficulties in Assimilating Personnel and Operations

     If TCOM Ventures  acquires another  company,  TCOM Ventures could encounter
difficulties in assimilating the acquiree's  personnel and operations.  This may
disrupt our  ongoing  business  and  distract  management,  as well as result in
unanticipated  costs and  difficulty  in  maintaining  standards,  controls  and
procedures.  TCOM  Ventures  may be  required  to  incur  debt or  issue  equity
securities  to pay  for  any  future  acquisitions  or to  fund  any  losses  or
unanticipated costs of the combined companies.

TCOM Ventures is Subject to All Risks Faced by Start-Up Internet Companies

     TCOM Ventures may encounter  certain risks and difficulties in building and
operating  a  business  in  the  rapidly  evolving   telecommunications  sector,
especially given its limited operating history:

     *    Future revenues will depend heavily on management's ability to acquire
          businesses,  to attract and retain subscribers and business customers,
          and to increase per subscriber revenues.

     *    The  telecommunications  services  business,  including  the  Internet
          services  sector,  is extremely  competitive and is changing  rapidly.
          Competition  could  result  in  loss of  customers  and  reduction  of
          revenues.  Most of our competitors have  significantly  greater market
          presence,  brand recognition,  and financial,  technical and personnel
          resources than TCOM Ventures has, and many have extensive coasttocoast
          Internet backbones and large customer bases.

     *    We expect increasing competition from Internet service providers using
          alternative technologies including:

          *    telecommunications  providers  that bundle  Internet  access with
               basic local and long distance telecommunications  services, which
               could force TCOM  Ventures to price its  services at a level that
               would have an adverse effect on its business, financial condition
               and results of operations;

          *    major  cable  companies  such  as AT&T as  they  begin  to  offer
               Internet connectivity through their cable  infrastructure,  which
               is designed to increase the connection speed to the Internet; and

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<PAGE>

          *    other  alternative  service  companies that are  approaching  the
               Internet  connectivity  market with various wireless  terrestrial
               and satellitebased  service  technologies,  which currently offer
               highspeed Internet access to business customers.

*    Management expects TCOM Ventures to encounter  significant pricing pressure
     as a result of competition and advances in technology.

*    TCOM Ventures will rely on a combination of copyright,  trademark and trade
     secret laws to protect its proprietary rights. Management cannot be certain
     that the steps we, or the  companies we have  acquired,  have taken will be
     adequate to prevent the  misappropriation  of TCOM Ventures'  technology or
     that third parties,  including competitors,  will not independently develop
     technologies  that  are  substantially   equivalent  or  superior  to  TCOM
     Ventures' proprietary technology.

Market Overhang and Shares Available For Future Sale

     The market price of TCOM  Ventures  Corporation  common stock could drop if
substantial  amounts of shares  are sold in the  public  market or if the market
perceives  that  such  sales  could  occur.  A drop in the  market  price  could
adversely affect holders of the stock and could also harm TCOM Ventures' ability
to raise  additional  capital by selling  equity  securities.  TCOM Ventures has
registered  for  public  sale  in  the  registration  statement  of  which  this
prospectus is a part  1,000,000  shares of its common stock  issuable  under its
2000 Non-Qualified Stock Option Plan (the "Plan), based on a market price of the
common stock of $0.56 per share as of July 10, 2000,  and as of that date,  TCOM
Ventures  had  outstanding  and  had  agreed  to  issue  options,  warrants  and
convertible securities for the purchase of up to approximately  9,936,134 shares
of common stock (including those referred to above) at an average price of $7.30
per share, representing approximately 35% of the company's outstanding shares of
common stock on a fully-diluted  basis as of that date. In addition,  13,725,000
shares  issued by TCOM Ventures in connection  with its  acquisition  of Phoenix
Communications,  Inc., in a private transaction will become eligible for sale in
the public  market under SEC Rule 144 in April 2000.  12,400,000 of these shares
are held by current officers or directors of TCOM Ventures. However, officers of
the  Company  have  entered  into  stock sale  restriction  agreements  and,  in
addition,  are subject to the sale  limitations  of SEC Rule 144(e) as described
herein.

                     A Note About Forward-Looking Statements

     This prospectus contains both historical and forwardlooking statements. All
statements other than statements of historical fact are, or may be deemed to be,
forwardlooking  statements  within the meaning of Section 27A of the  Securities
Act of  1933  and  Section  21E of the  Securities  Exchange  Act of  1934.  The
forwardlooking  statements in this prospectus are not based on historical facts,
but rather reflect the current  expectations  of the management of TCOM Ventures
Corporation concerning future results and events.

     The  forward-looking  statements  generally can be identified by the use of
terms such as "believe,"  "expect,"  "anticipate,"  "intend," "plan," "foresee,"
"likely," "will" or other similar words or phrases.  Similarly,  statements that
describe  the  objectives,  plans  or  goals  of  TCOM  Ventures  are  or may be
forwardlooking statements.

     Forward-looking  statements involve known and unknown risks,  uncertainties
and other factors that may cause the actual results, performance or achievements
of TCOM  Ventures  to be  different  from any future  results,  performance  and
achievements  expressed  or  implied  by these  statements.  You  should  review
carefully all information,  including the financial  statements and the notes to
the financial statements included in this prospectus. In addition to the factors
discussed  above under "Risk  Factors,"  the following  important  factors could
affect  future  results,  causing  the results to differ  materially  from those
expressed in the forwardlooking statements in this prospectus:

     *    the  timing,  impact and other  uncertainties  related to pending  and
          future acquisitions by TCOM Ventures Corporation

     *    the impact of new technologies;

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<PAGE>

     *    changes  in laws or rules or  regulations  of a  governmental  agency,
          including the Federal Communications Commission;

     *    changes in tax requirements,  including tax rate changes, new tax laws
          and revised tax law interpretations; and

     *    interest rate fluctuations and other capital market conditions.

     These factors are not necessarily  all of the important  factors that could
cause  actual  results  to  differ   materially  from  those  expressed  in  the
forwardlooking  statements in this  prospectus.  Other unknown or  unpredictable
factors also could have material  adverse  effects on the future results of TCOM
Ventures.  The forwardlooking  statements in this prospectus are made only as of
the date of this  prospectus  and TCOM Ventures does not have any  obligation to
publicly update any  forwardlooking  statements to reflect  subsequent events or
circumstances.  TCOM Ventures  cannot assure you that projected  results will be
achieved.

                                 Use Of Proceeds

     Because  this  prospectus  is solely  for the  purpose  of  permitting  the
participants in the 2000  Non-Qualified  Stock Option Plan  ("Participants")  to
offer and sell shares, TCOM Ventures will not receive any proceeds from the sale
of the shares  being  offered.  The selling  stockholders  will  receive all the
proceeds.  However, TCOM Ventures will receive the proceeds from any exercise of
stock options which will be used for general corporate purposes.

                         Determination Of Offering Price

     This  offering is solely for the purpose of  allowing  Particpants  to sell
shares. The Participants may elect to sell some or all of their shares when they
choose, in the near future or at a later date, at the price at which they choose
to sell. As the market develops,  the Participants  will determine the price for
their shares.

                                    Dilution

     This offering is for sales of shares by  Participants.  Such sales will not
result in any  dilution to the net  tangible  book value per share of the common
stock of TCOM Ventures before and after the sales.  Prospective investors should
be aware,  however,  that the market price of shares being sold may not bear any
rational  relationship  to net tangible book value per share. As of December 31,
1999, the net tangible book value per  outstanding  share of the common stock of
TCOM Ventures was a negative $.21 per share. Thus,  exercise of the options will
be non-dilutive.

                                  PARTICIPANTS

     The Participants  acquired  beneficial  ownership of all the shares offered
for resale  pursuant to this  prospectus  in  compensatory  transactions.  These
transactions  include stock  bonuses for  employees and stock options  issued or
issuable  under (i) the 2000  Non-QualifiedStock  Option Plan. A shareholder  is
deemed to beneficially  own shares held in his or her name and certain shares he
or she does  not own but has the  right  to  acquire  upon  option  exercise  or
otherwise within 60 days after the date of this prospectus.

     After the sales are complete, the selling stockholders  beneficially owning
1% or more of the outstanding common stock will be James C. Roberts (60%), Lynne
K. Roberts (60%) and Robert L. Fredrick (3%), based on 18,278,355  shares issued
and outstanding as of February 16, 2000. All of the option shares  identified in
the table above have an exercise price of $10.55 per share.

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<PAGE>
                              Plan Of Distribution

     TCOM  Ventures  is  registering  this  offering  of shares on behalf of the
Participants. TCOM Ventures will pay all costs, expenses and fees related to the
registration,  including all  registration and filing fees,  printing  expenses,
fees  and  disbursements  of its  counsel,  blue  sky  fees  and  expenses.  The
Participants  will pay any  underwriting  discounts and selling  commissions  in
connection with the sale of the shares.

     The  Participants  may sell the shares covered by this prospectus from time
to  time in one or more  transactions  through  the  OTC  Bulletin  Board  or an
interdealer  quotation  system,  on  one  or  more  securities   exchanges,   in
alternative trading markets or otherwise, at prices and at terms then prevailing
or at  prices  related  to the  then  current  market  price,  or in  negotiated
transactions. The Participant will determine the prices at which they sell their
shares in these  transactions.  The Participant  may effect the  transactions by
selling  the  shares  to  or  through   broker-dealers.   In  effecting   sales,
broker-dealers  engaged by the Participants may arrange for other  brokerdealers
to  participate  in the  resales.  The shares  may be sold by one or more,  or a
combination, of the following:

     *    a block trade in which the brokerdealer attempts to sell the shares as
          agent but may  position and resell a portion of the block as principal
          to facilitate the transaction,

     *    purchases  by  a   brokerdealer   as  principal   and  resale  by  the
          brokerdealer for its account,

     *    ordinary  brokerage  transactions and transactions in which the broker
          solicits purchasers, and

     *    privately negotiated transactions.

     The  amount  of  securities  to be  offered  or  resold  by  means  of this
prospectus  by each  Participant,  and any other  person  with whom he or she is
acting in concert for the purpose of selling  securities  of TCOM  Ventures,  is
limited  by SEC Rule  144(e)(1)  and (2).  The  number of shares  resold may not
exceed, during any three-month period, the greater of:

*    1% of the  shares  of the  class  outstanding  as shown by the most  recent
     report published by the issuer, or

*    the average weekly reported volume of trading in such securities during the
     four calendar  weeks  preceding the date of receipt of the order to execute
     the  transaction by the broker or the date of execution of the  transaction
     directly with a market maker.

For the  purpose  of  determining  the  amount of  securities  sold  during  any
three-month period, the following provisions shall apply:

     (i) Where both  convertible  securities  and  securities  of the class into
     which they are convertible  are sold, the amount of convertible  securities
     sold shall be deemed to be the amount of securities of the class into which
     they are convertible for the purpose of determining the aggregate amount of
     securities of both classes sold;

     (ii) The amount of securities sold for the account of a pledgee thereof, or
     for the account of a purchaser of the pledged securities, during any period
     of three months within one year after a default in the  obligation  secured
     by  the  pledge,  and  the  amount  of  securities  sold  during  the  same
     three-month  period for the account of the pledgor shall not exceed, in the
     aggregate,  the amount  specified in paragraph  SEC Rule  144(e)(1) or (2),
     whichever is applicable;

     (iii) The amount of  securities  sold for the  account  of a donee  thereof
     during any period of three months within one year after the  donation,  and
     the amount of securities  sold during the same  three-month  period for the
     account  of the  donor,  shall not  exceed,  in the  aggregate,  the amount
     specified in paragraph SEC Rule 144(e)(1) or (2), whichever is applicable;

     (iv) Where  securities  were  acquired  by a trust from the  settlor of the
     trust,  the  amount of such  securities  sold for the  account of the trust
     during any period of three months within one year after the  acquisition of
     the securities by the trust,  and the amount of securities  sold during the
     same three-month  period for the account of the settlor,  shall not exceed,
     in the aggregate,  the amount  specified in paragraph SEC Rule 144(e)(1) or
     (2), whichever is applicable.

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<PAGE>

     (v) The  amount  of  securities  sold for the  account  of the  estate of a
     deceased person, or for the account of a beneficiary of such estate, during
     any period of three  months and the amount of  securities  sold  during the
     same period for the account of the deceased person prior to his death shall
     not exceed,  in the aggregate,  the amount specified in SEC Rule 144(e) (1)
     or (2),  whichever is  applicable;  provided,  that no limitation on amount
     shall apply if the estate or beneficiary thereof is not an affiliate of the
     issuer;

     (vi) When two or more  affiliates  or other persons agree to act in concert
     for the purpose of selling  securities of an issuer,  all securities of the
     same class sold for the  account of all such  persons  during any period of
     three  months  shall be  aggregated  for the  purpose  of  determining  the
     limitation on the amount of securities sold;

     (vii) The following sales of securities need not be included in determining
     the amount of  securities  sold:  securities  sold pursuant to an effective
     registration  statement under the Securities Act;  securities sold pursuant
     to an  exemption  provided  by  Regulation  A  under  the  Securities  Act;
     securities  sold in a  transaction  exempt  pursuant  to  Section  4 of the
     Securities Act and not involving any public  offering;  and securities sold
     offshore pursuant to Regulation S under the Securities Act.

     Officers of TCOM Ventures holding an aggregate of 18,894,556  shares of its
common  stock  and  options  and  warrants  for the  purchase  of an  additional
2,923,222  shares of common  stock have  entered  into  stock  sale  restriction
agreements whereby they agreed, among other things, that the maximum amount each
will sell during any period of 30 consecutive  calendar days will not exceed the
lesser of $25,000 in gross proceeds or 5,000 shares;  that no share will be sold
for a price less than $4.25; and that they will not engage in any short sales of
the  stock.  The board of  directors  may waive  any of the  restrictions  on an
individual basis and may terminate the agreement at any time.

     The Participants may enter into hedging  transactions with  broker-dealers.
In these  transactions,  broker-dealers  may engage in short sales of the common
stock in the course of hedging the positions they assume with the  Participants.
The  Participants  also  may  sell  the  common  stock  short  pursuant  to this
prospectus  and  redeliver  the shares to close out these short  positions.  The
Participants  may enter into option or other  transactions  with  broker-dealers
that require the  delivery to the  broker-dealer  of the shares  covered by this
prospectus.  The broker-dealer may then resell or otherwise  transfer the shares
pursuant to this prospectus. The Participants also may loan or pledge the shares
to a broker-dealer. The broker-dealer may then sell the loaned shares or, upon a
default  by the  Participant,  the  broker-dealer  may sell the  pledged  shares
pursuant to this prospectus.

     The  Participants  may  engage  in other  financing  transactions  that may
include forward contract transactions or borrowings from financial  institutions
in which the shares are pledged as  security.  In  connection  with any of these
forward contract  transactions,  the Participants  would pledge shares to secure
their  obligations  and the  counterparty to these  transactions  would sell the
common stock short to hedge its transaction with the Participant. Upon a default
by the Participant under any of these  financings,  including a forward contract
transaction,  the pledgee or its transferee may sell the pledged shares pursuant
to this  prospectus.  Any such pledgee or its  transferee  will be identified in
this prospectus by  post-effective  amendment to the  registration  statement of
which it is a part.

     Broker-dealers   or  agents  may  receive   compensation  in  the  form  of
commissions,  discounts or concessions from the Participant.  Broker-dealers  or
agents may also receive  compensation from the purchasers of the shares for whom
they act as agents or to whom they sell as principals,  or both. Compensation to
a particular broker-dealer may be in excess of customary commissions and will be
in amounts to be  negotiated  with a Participant  in  connection  with the sale.
Broker-dealers  or  agents,  any  other  participating  broker-dealers  and  the
Participants  may be deemed to be  "underwriters"  within the meaning of Section
2(11) of the Securities Act in connection with sales of the shares. Accordingly,
any  commission,  discount or concession  received by them and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
discounts or commissions  under the Securities Act. Because the Participants may
be deemed to be  "underwriters"  within  the  meaning  of  Section  2(11) of the
Securities  Act, the  Participants  will be subject to the  prospectus  delivery
requirements of the Securities Act.

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<PAGE>

     The Participants will be subject to applicable provisions of the Securities
Exchange  Act of 1934  and  the  associated  rules  and  regulations,  including
Regulation  M. These  provisions  may limit the timing of purchases and sales of
shares of the common stock of TCOM Ventures by the  participants.  TCOM Ventures
will make  copies  of this  prospectus  available  to the  Participants  and has
informed  them  of the  need  for  delivery  of  copies  of this  prospectus  to
purchasers at or before the time of any sale of the shares.

                                  Legal Opinion

     Vanderkam & Sanders, Houston, TX has passed upon the legality of the shares
offered by this prospectus.

                                     Experts

     Ehrhardt Keefe Steiner & Hottman, P.C., independent auditors,  have audited
the  consolidated  equity and cash flows of TCOM Ventures  Corporation as of the
quarter  ended  March  31,  2000 as set  forth  in the  Form  10-Q  Registration
Statement  filed  May 22 , 2000,  which is  incorporated  by  reference  in this
prospectus and elsewhere in the registration statement.

     Ehrhardt Keefe Steiner & Hottman, P.C., independent auditors,  have audited
the  consolidated  equity and cash flows of TCOM Ventures  Corporation as of the
year ended June 30,  1999 as set forth in the  Registration  Statement  filed on
form SB-2 filed on February 24, 2000, which is incorporated by reference in this
prospectus and elsewhere in the registration statement.

     The consolidated  statements of operations,  stockholders'  equity and cash
flows of TCOM Ventures  Corporation  and  subsidiary for the year ended June 30,
1998 included in this  prospectus  have been included  herein in reliance on the
report of  Gerstle,  Rosen &  Associates,  P.A.,  independent  certified  public
accountants,  given on  authority  of that firm as  experts  in  accounting  and
auditing.

     The balance  sheets of  America's  Web Station as of December  31, 1997 and
1998 and the statements of operations,  stockholders'  equity and cash flows for
the period then ended included in this  prospectus  have been included herein in
reliance  on the  report of  Girardin  Baldwin  &  Associates  LLP,  independent
certified  public  accountants,  given on  authority  of that firm as experts in
accounting and auditing.

     With  respect  to the  unaudited  interim  financial  information  included
herein,  the  independent  certified  public  accountants  have not  audited  or
reviewed the  information and have not expressed an opinion or any other form of
assurance with respect to this information.

     The pro forma combined  statement of operations and cash flows for the year
ended  June 30,  1999  have not been  audited  or  reviewed  by the  independent
certified  public  accountants  and they do not express an opinion or purport to
give any other form of assurance on them.

     In May 1999,  the board of directors of TCOM  Ventures  appointed  Ehrhardt
Keefe  Steiner & Hottman P.C. to serve as its principal  independent  accountant
for the fiscal year ending June 30, 1999.  Gerstle,  Rosen &  Associates,  P.A.,
reported on the financial  statements of TCOM Ventures for the fiscal year ended
June 30,  1998.  Its report for that year noted that TCOM  Ventures had suffered
recurring losses from operations that raised substantial doubt about its ability
to continue as a going concern.  The same matter was emphasized in the auditor's
report for the fiscal year June 30, 1999. There were no  disagreements  with the
former  accountants  on  any  matter  of  accounting  principles  or  practices,
financial statement disclosure or auditing scope or procedure.

                                       8
<PAGE>
                      How To Obtain Additional Information

     TCOM  Ventures  Corporation  has filed a  registration  statement  with the
Securities and Exchange  Commission  relating to the securities  offered by this
prospectus.  The prospectus does not contain all of the information set forth in
the  registration  statement.  For  further  information  with  respect  to TCOM
Ventures  and  the  securities   offered  by  this  prospectus,   refer  to  the
registration  statement.  In addition,  TCOM Ventures  recently  became a public
company  required to file annual and quarterly  reports with the  Securities and
Exchange  Commission.  As of the date of this  prospectus,  no reports have been
required to be filed. You may read and copy the  registration  statement and any
materials TCOM Ventures files with the Securities and Exchange Commission at the
Securities and Exchange  Commission's Public Reference Room at 450 Fifth Street,
N.W.,  Washington,  DC 20549. The public may obtain information on the operation
of the Public  Reference Room by calling the Securities and Exchange  Commission
at  1800SEC0330.  The  Securities  and  Exchange  Commission  also  maintains an
Internet  site at  www.sec.gov  where TCOM  Ventures'  Securities  and  Exchange
Commission filings can be viewed.