RESALE PROSPECTUS


                            TCOM VENTURES CORPORATION


                                 UP TO 4,000,000
                             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 4,000,000 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)  4,000,000  shares  issued and issuable  under the Amended and Restated
          2000 Amended and Restated Non-Qualified Stock Option 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 21, 2000 the last reported sale price for the
common stock on the Nasdaq OTC Bulletin Board was $0.52 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 21, 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  4,000,000  shares of its common stock  issuable  under its
Amended and Restated 2000 Non-Qualified Stock Option Plan (the "Plan"), based on
a market price of the common  stock of $0.52 per share as of July 21, 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
12,936,134  shares of common  stock  (including  those  referred to above) at an
average  price  of  $7.30  per  share,  representing  approximately  44%  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 Amended and Restated 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 Amended and Restated 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 (37%), Lynne
K. Roberts (37%) and Robert L. Fredrick (23%), based on 29,456,320 shares issued
and outstanding as of July 21, 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.