<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000


                                                      REGISTRATION NO. 333-38794
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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


                                AMENDMENT NO. 3
                                       TO
                                    FORM S-1


                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

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

                          VICTORY ENTERTAINMENT CORP.

             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                             <C>
                   FLORIDA                                           7812
       (State or other jurisdiction of                   (Primary Standard Industrial
        incorporation or organization)                   Classification Code Number)

<S>                                             <C>
                   FLORIDA                                        59-3579507
       (State or other jurisdiction of               (I.R.S. Employer Identification No.)
        incorporation or organization)
</TABLE>

                          1000 UNIVERSAL STUDIOS PLAZA
                                  BUILDING 22A
                               ORLANDO, FL 32819
                                 (407) 224-5360
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

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

                               MICHAEL H. GERBER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          VICTORY ENTERTAINMENT CORP.
                          1000 UNIVERSAL STUDIOS PLAZA
                                  BUILDING 22A
                               ORLANDO, FL 32819
                                 (407) 224-5360
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   COPIES TO:

<TABLE>
<S>                                         <C>
        GERALD S. TANENBAUM, ESQ.                     WILLIAM A. UBERT, ESQ.
         CAHILL GORDON & REINDEL             RUSKIN, MOSCOU, EVANS & FALTISCHEK, P.C.
              80 PINE STREET                           170 OLD COUNTY ROAD
         NEW YORK, NY 10005-1702                      MINEOLA, NY 11501-4366
              (212) 701-3000                              (516) 663-6600
        (212) 269-5420 (FACSIMILE)                  (516) 663-6643 (FACSIMILE)
</TABLE>

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

    APPROXIMATE DATE OF COMMENCEMENT 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,
check the following box.  /X/

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

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

    If 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,
check the following box.  / /

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


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


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                EXPLANATORY NOTE

    This registration statement contains a prospectus to be used in connection
with the initial public offering of the registrant's common stock through the
underwriters to be named in that prospectus (the "IPO Prospectus"). In addition,
this registration statement contains a second prospectus to cover possible
resales (the "Resale Prospectus"), from time to time, by (i) a holder of shares
of common stock to be received upon the consummation of the offering in
settlement with the registrant of certain legal proceedings (the "Settlement
Shares") and (ii) the holders of up to 880,000 shares of common stock issuable
upon the exercise of warrants (the "Warrant Shares"). The IPO Prospectus and the
Resale Prospectus are substantively identical, except the Resale Prospectus will
contain a different front cover page and an additional introductory section
which will include a "Selling Shareholder" section and a "Plan of Distribution"
section and will indicate that the included complete IPO Prospectus (other than
the cover page) forms part of the Resale Prospectus.

    The registrant has included in this registration statement, after the
financial statements, the alternate cover page and the additional pages to
reflect the foregoing.
<PAGE>

                SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2000


PROSPECTUS

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 JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
                                2,300,000 SHARES

                                     [LOGO]

                                  COMMON STOCK

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

    We are selling 2,300,000 shares of our common stock. The underwriters named
in this prospectus may purchase up to 345,000 additional shares of common stock
from us to cover over-allotments.

    This is our initial public offering of common stock. We anticipate that the
initial public offering price will be between $10.00 and $12.00 per share. Our
common stock has been approved for quotation on the Nasdaq National Market under
the symbol VICT.

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

    INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 7 TO READ ABOUT FACTORS THAT YOU SHOULD CONSIDER BEFORE BUYING SHARES OF
OUR COMMON STOCK.

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

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
                                                               PER SHARE           TOTAL
                                                            ---------------   ---------------
<S>                                                         <C>               <C>
Public Offering Price.....................................      $                $
Underwriting Discounts and Commissions....................      $                $
Proceeds to Victory.......................................      $                $
</TABLE>

    The underwriters expect to deliver the shares to purchasers on or about
      , 2000.

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

WEATHERLY SECURITIES CORP.                                   M.R. BEAL & COMPANY

            , 2000
<PAGE>
                              [INSIDE FRONT COVER]

    [The "Victory Entertainment" logo, the phrase "A Dynamic New Force in the
World of Entertainment," bullet points stating "Live Action Production," "3D
Animation," "Digital Visual Effects," "Original Content for the Internet" and
"Distribution." In addition, pictorial frames showing characters from THE DOOLEY
AND PALS SHOW, Ed McMahon's NEXTBIGSTAR.COM design, characters from VAMPS,
including the text "your greatest fantasy--your worst nightmare," characters
from SALTY THE SEA LION, including the text "A wonderful series for the whole
family," and characters from SK8RATZ and EXTREME TEAM.]
<PAGE>
    You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of our common stock only in jurisdictions where offers and sales are
permitted. The information in this prospectus is current only as of its date,
regardless of the time of delivery of this prospectus or any offer or sale of
our common stock. In this prospectus, "Victory," "we," "us" and "our" refer to
Victory Entertainment Corp. and its subsidiaries.

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

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                          PAGE
                                        --------
<S>                                     <C>
Prospectus Summary....................         1
Risk Factors..........................         7
Forward-Looking Statements............        17
Use of Proceeds.......................        18
Dividend Policy.......................        19
Capitalization........................        20
Dilution..............................        21
Selected Historical Financial Data....        22
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................        24
</TABLE>

<TABLE>
<CAPTION>
                                          PAGE
                                        --------
<S>                                     <C>

Business..............................        31
Management............................        41
Principal Shareholders................        48
Related Party Transactions............        49
Description of Capital Stock..........        50
Shares Eligible for Future Sale.......        53
Underwriting..........................        55
Legal Matters.........................        58
Experts...............................        58
Where You Can Find Additional
  Information.........................        58
Index to Consolidated Financial
  Statements..........................       F-1
</TABLE>

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

    Until       , 2000, all dealers that buy, sell or trade our common stock,
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.

                                       i
<PAGE>
                               PROSPECTUS SUMMARY

    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
YOU SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY, INCLUDING "RISK FACTORS" AND
THE FINANCIAL STATEMENTS AND THE NOTES TO THOSE FINANCIAL STATEMENTS INCLUDED
ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION
CONTAINED IN THIS PROSPECTUS ASSUMES THAT THE UNDERWRITERS DO NOT EXERCISE THEIR
OVER-ALLOTMENT OPTION.

                          VICTORY ENTERTAINMENT CORP.

OUR COMPANY


    We are an integrated entertainment company specializing in television and
Internet programming. We develop, produce and distribute television and Internet
programming and license and market program-related branded consumer merchandise.
We operate a state-of-the-art 3-D computer animation and special effects studio
where we develop and produce our in-house projects and produce programming for
third parties. Our current projects include the production and distribution of
THE DOOLEY AND PALS SHOW, a children's television series; the development of
VAMPS, a sci-fi dramatic series, and EXTREME TEAM and SK8RATZ, two animated
shows for children; and the production of NEXTBIGSTAR.COM, an online
entertainment talent search hosted by television personality Ed McMahon. For the
year ended June 30, 2000, our revenues were $310,000 and our net loss was
$13.3 million. Through March 31, 2000, our revenues were derived substantially
from our animation and special effects projects. However, during the fourth
quarter of our fiscal year ended June 30, 2000, sponsorship revenues in
connection with our NEXTBIGSTAR.COM promotional bus tour accounted for
substantially all of our revenues.


    Our business areas are comprised of:

    - TELEVISION PROGRAMMING AND DISTRIBUTION. We develop, produce and
      distribute television series, specials and made-for-television movies.
      Development entails the conceptualization and creation of a project.
      Production includes overseeing all principal creative and business aspects
      of a project, including the hiring of production personnel and studio
      space, budgeting, casting, scripting, editing and, where applicable,
      animation and special effects. Distribution involves the marketing and
      sales of, and the licensing of rights to, program-related material.

      -- We produce THE DOOLEY AND PALS SHOW, a children's television series,
         and we have obtained commitments from public broadcasting stations that
         reach over 60% of households in the United States to air THE DOOLEY AND
         PALS SHOW. We have completed the production of the 39 episodes
         comprising our first broadcasting season.

      -- Our projects currently under development consist of VAMPS, a sci-fi
         dramatic series, and two animated series which we are developing in
         association with Fred Silverman Productions, EXTREME TEAM and SK8RATZ.

      -- We currently distribute THE DOOLEY AND PALS SHOW for television
         broadcast under an arrangement with South Carolina Educational TV. We
         plan to distribute our other proprietary programming, including 22
         completed television episodes and a feature film for SALTY THE SEA
         LION, and third-party programming in virtually all media, including
         television, home video, DVD, music publishing and e-commerce. We
         believe that we have the infrastructure, relationships and management
         experience necessary to provide a value-added service to other
         producers of high-quality programming.

    - INTERNET PROGRAMMING. We develop and produce Internet programming. Our
      Internet programming involves the creation, design and publishing of
      interactive websites that provide streaming video and high-quality stereo
      sound over the Internet. Some of our websites will display both
      pre-recorded and live telecast events.

<PAGE>
      -- Together with television personality Ed McMahon, we produce
         NEXTBIGSTAR.COM, an online entertainment talent search, where, after
         viewing contestants' performances online, viewers can vote for
         contestants in a series of competitive rounds, including four telecast
         finals, the first of which was broadcast live on NEXTBIGSTAR.COM on
         July 22, 2000.

    - ANIMATION AND SPECIAL EFFECTS. We produce state-of-the-art animation and
      special effects, including multimedia 3-D graphics and animation, for our
      own programming as well as programming for third parties. Our animation
      and special effects team is led by Art David, a member of the special
      effects team for the feature motion picture THE MATRIX.

      -- Our animation and special effects team currently provides animation for
         THE DOOLEY AND PALS SHOW and is developing, in association with Fred
         Silverman Productions, EXTREME TEAM and SK8RATZ, two animated series
         targeted for the six-to-twelve year old market.

    - BRANDED MERCHANDISE.

      -- LICENSING AND DIRECT SALES. We will offer a wide variety of branded,
         retail merchandise through domestic and international licensing
         programs, e-commerce and a direct sales effort. We and our licensees
         will market our merchandise worldwide through a variety of distribution
         channels, including mass market and specialty retailers, our television
         programs and websites.

         Images of our characters will appear on numerous retail products,
         including various types of apparel, toys and video games, and a wide
         assortment of other items. We intend to retain creative approval over
         all licensed products.

      -- HOME VIDEO. We intend to build a video library containing programming
         from our television shows as well as programs specifically designed for
         home video use.

      -- MUSIC. Our programming features original music, including theme songs
         composed specifically for our performers. Music is an integral part of
         the entertainment experience in our television programs. We intend to
         compile our original songs onto compact discs which will be available
         for retail sale.

REVENUE SOURCES

    Through March 31, 2000, we derived substantially all of our revenues from
our animation and special effects projects, and during the fourth quarter of our
fiscal year ended June 30, 2000, we derived substantially all of our revenues
from sponsorships relating to our NEXTBIGSTAR.COM promotional bus tour. We are
in the process of implementing our business plan in our other business areas. We
anticipate our future sources of revenue will include:

     - TELEVISION. We expect to receive revenues as a producer of television
       programming through domestic network and cable cash licensing fees and
       domestic first run syndication fees (other than for THE DOOLEY AND PALS
       SHOW). We expect to receive revenues as a distributor of television
       programming through international distribution fees and domestic re-run
       fees.

     - INTERNET. We expect to receive revenues from Internet advertising on our
       websites through cross-promotional agreements with other websites, direct
       sales of our products online and, for our NEXTBIGSTAR.COM website, an
       integrated Internet and television advertising package including Internet
       and television commercials, category-specific sponsorship packages,
       banner ads, tags and website links.

     - MERCHANDISING. We expect to receive revenues from the licensing,
       marketing and distribution and direct sales of our program-related
       merchandise, which includes toys, CDs and interactive CD-Roms, board
       games, apparel and home videos.

                                       2
<PAGE>
OUR STRATEGIES

    Our goal is to continue to be an innovative developer, producer and
distributor of television and Internet programming. Our strategies are to:

    - develop, produce and distribute quality television and Internet
      programming;

    - operate the largest worldwide online talent search domestically and
      internationally;

    - expand upon our animation and special effects studio capabilities by
      continuing our commitment to state-of-the-art technology and by continuing
      to hire experienced creative personnel who specialize in the creation,
      development and production of 3-D computer animation and special effects;

    - maximize our licensing, marketing, distribution and direct online sales
      opportunities for our program-related merchandise; and

    - expand our revenues by continuing to capitalize on our existing business
      and strategic relationships.

CHALLENGES WE FACE

    As discussed elsewhere in this prospectus, including under the heading "Risk
Factors," our future success depends on many factors, some of which are outside
of our control. Challenges we face include the following:

    - We will need to successfully implement our business plan in one or more of
      our business areas before we can become profitable.

    - We are currently losing money and cannot predict when we will become
      profitable, and we have had and may continue to have difficulty paying our
      debts on time.

    - Our markets are extremely competitive and the success of our businesses is
      dependent on changing consumer preferences and other factors outside of
      our control.

ADDITIONAL INFORMATION

    We were incorporated in Florida in May 1999. On July 1, 1999, we acquired
Lightpoint Entertainment, Inc., which was founded in 1997 and is now our wholly
owned subsidiary. Our principal executive offices are located at 1000 Universal
Studios Plaza, Building 22A, Orlando, Florida 32819, and our telephone number is
(407) 224-5360. The address of our website is WWW.VICTORYENTERTAINMENT.COM.
Information contained on our website is not part of this prospectus.

    We own or have rights to various trademarks and trade names used in our
business. "DOOLEY" is our registered trademark. We have applied for federal
registration of the marks "DOOLEY AND PALS," "THE DOOLEY AND PALS SHOW,"
"NEXTBIGSTAR.COM," "NEXTBIGSTAR.COM" design and "THE NEXTBIGSTAR.COM." This
prospectus also includes trademarks, service marks and trade names owned by
other companies.

                                       3
<PAGE>
                                  THE OFFERING

<TABLE>
<S>                                    <C>
COMMON STOCK OFFERED.................  2,300,000 shares

COMMON STOCK TO BE OUTSTANDING AFTER   12,492,339 shares
  THIS
  OFFERING...........................

USE OF PROCEEDS......................  We intend to use the net proceeds from this offering:

                                       - to repay an outstanding promissory note;

                                       - to fund our NEXTBIGSTAR.COM joint venture;

                                       - to settle litigation relating to our Lightpoint
                                         subsidiary; and

                                       - for general corporate purposes, including expanding our
                                         television and Internet programming and other working
                                         capital requirements and identifying and funding potential
                                         acquisitions of complementary and/or Internet-based
                                         businesses, technologies, product lines or products.

PROPOSED NASDAQ NATIONAL MARKET        VICT
  SYMBOL.............................
</TABLE>

    The share information above is stated as of June 30, 2000 and includes
160,428 shares of common stock to be issued upon the consummation of this
offering in connection with the resolution of litigation relating to our
Lightpoint subsidiary which is further described under "Business--Legal
Proceedings" and to which we refer to in this prospectus as the CMI litigation,
assuming a public offering price of $11.00 per share, the midpoint of the range
shown on the cover of this prospectus, and excludes:

    - 5,002,866 shares of common stock issuable upon the exercise of outstanding
      warrants;

    - 668,000 shares of common stock issuable upon the exercise of outstanding
      stock options; and

    - an additional 332,000 shares of common stock reserved for issuance under
      our stock option plan.

    We have filed a shelf registration statement registering for resale the
160,428 shares referred to above and up to 880,000 shares issuable upon the
exercise of outstanding warrants. We will not receive any proceeds from the sale
of these shares, and any proceeds we receive upon the exercise of warrants will
be used for general corporate purposes. The immediate resale of these shares is
restricted as further described under the heading "Shares Eligible for Future
Sales--Lock-ups."

                                       4
<PAGE>
                             SUMMARY FINANCIAL DATA

    The following table summarizes:

    - the statements of operations of Lightpoint Entertainment, Inc., our
      predecessor, for the period from July 31, 1997 (Lightpoint's date of
      inception) through June 30, 1998 and for the fiscal year ended June 30,
      1999; and

    - our consolidated statement of operations for the fiscal year ended
      June 30, 2000.

    The table below does not include our results of operations from May 27, 1999
    (the date of our inception) through June 30, 1999 since that information is
    not considered meaningful for purposes of this presentation as we had
    minimal activity. Diluted loss per share does not differ from basic loss per
    share since the effect of potential common shares is anti-dilutive.


<TABLE>
<CAPTION>
                                                                       LIGHTPOINT
                                                                    (OUR PREDECESSOR)            VICTORY
                                                              -----------------------------   -------------
                                                              FOR THE PERIOD   FOR THE YEAR   FOR THE YEAR
                                                              FROM JULY 31,       ENDED           ENDED
                                                               1997 THROUGH      JUNE 30,       JUNE 30,
                                                              JUNE 30, 1998        1999           2000
                                                              --------------   ------------   -------------
                                                                (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
<S>                                                           <C>              <C>            <C>
STATEMENTS OF OPERATIONS DATA
Revenues....................................................     $   579         $   222        $    310
                                                                 -------         -------        --------
Expenses:
  Operating.................................................         860           1,335           4,490
  General and administrative................................       1,248           3,039           4,539
  Common stock, options and warrants issued for general and
    administrative services.................................          --           2,875           3,199
  Depreciation and amortization.............................         137             348             404
  Abandonment of software and equipment.....................         150               8               8
                                                                 -------         -------        --------
    Total expenses..........................................       2,395           7,605          12,640
                                                                 -------         -------        --------
Loss from operations........................................      (1,816)         (7,383)        (12,330)
Interest expense, net.......................................        (194)           (357)         (1,010)
                                                                 -------         -------        --------
Net loss....................................................     $(2,010)        $(7,740)       $(13,340)
                                                                 =======         =======        ========
Net loss per common share--basic and diluted................     $(19.01)        $ (5.05)       $  (1.42)
                                                                 =======         =======        ========
Weighted average common shares outstanding--basic and
  diluted...................................................         106           1,534           9,382
                                                                 =======         =======        ========
</TABLE>


                                       5
<PAGE>
    The following table summarizes:

    - our historical consolidated balance sheet as of June 30, 2000; and


    - our consolidated balance sheet as of June 30, 2000 on an as adjusted basis
      to give effect to the sale of 2,300,000 shares of common stock by us in
      this offering, after deducting the underwriting discounts and commissions
      and estimated offering expenses; the repayment of our $5,000,000
      promissory note from the net proceeds of this offering and the write-off
      of unamortized loan costs of $679,322 and unamortized debt discount of
      $1,176,000; and the payment of $1,000,000 in cash and the issuance of
      160,428 shares of common stock in settlement of our $2,820,417 notes
      payable and accrued interest upon consummation of this offering in
      connection with the resolution of the CMI litigation, assuming a public
      offering price of $11.00, the midpoint of the range shown on the cover of
      this prospectus.


    The table below does not show our historical balance sheet at June 30, 1999,
    since that information is not meaningful for purposes of this presentation
    as we had minimal activity.


<TABLE>
<CAPTION>
                                                                    VICTORY
                                                              -------------------
                                                              AS OF JUNE 30, 2000
                                                              -------------------
                                                                            AS
                                                               ACTUAL    ADJUSTED
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
BALANCE SHEET DATA
Cash and cash equivalents...................................  $ 1,517    $16,928
Working capital (deficit)...................................   (5,876)    16,329
Total assets................................................    4,015     18,312
Short-term debt, net of debt discount.......................    5,824         --
Total liabilities...........................................    7,591        797
Total shareholders' equity (deficit)........................   (3,576)    17,515
</TABLE>


                                       6
<PAGE>
                                  RISK FACTORS

    YOU SHOULD CAREFULLY CONSIDER EACH OF THE RISKS DESCRIBED BELOW, TOGETHER
WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, BEFORE DECIDING
TO INVEST IN SHARES OF OUR COMMON STOCK. ADDITIONAL RISKS AND UNCERTAINTIES NOT
PRESENTLY KNOWN TO US MAY ALSO HARM OUR BUSINESS. IF ANY OF THE FOLLOWING EVENTS
ACTUALLY OCCUR, OUR BUSINESS COULD BE HARMED, THE PRICE OF OUR COMMON STOCK
COULD DECLINE AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

RISKS RELATED TO OUR BUSINESS

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED OPERATING
HISTORY

    We began operating in July 1999. Because of our limited operating history,
our historical financial information is of limited value in projecting our
future results. Therefore, it is difficult to evaluate our business and
prospects.

OUR FUTURE RESULTS ARE DIFFICULT TO PREDICT BECAUSE WE HAVE AN UNPROVEN BUSINESS
MODEL

    Our business model is broader than that of either a traditional
entertainment company or an Internet-based content provider and requires us to
perform successfully in a number of diverse areas in the entertainment industry.
These areas include developing, producing and distributing traditional
entertainment programming and Internet programming and licensing and
merchandising our program related products. Because of our unproven business
model, which anticipates revenues from multiple business areas as we implement
our business plan, we cannot predict our future results with certainty.

WE EXPECT TO CONTINUE TO INCUR LOSSES AND EXPERIENCE NEGATIVE CASH FLOW


    We expect to have significant operating losses and to record significant net
cash outflow before receiving the proceeds of this offering. Our business has
not generated sufficient cash flow from operating activities to fund our
operations without resorting to external sources of capital. Starting up Victory
and establishing our infrastructure required substantial capital and other
expenditures. As a result, we reported a net loss of $13.3 million for the year
ended June 30, 2000. Further developing our business and expanding our
programming and product development will require significant additional capital
and other expenditures. As we expand our business, we expect that our operating
expenses will increase as a result of additional production costs of THE DOOLEY
AND PALS SHOW, expansion costs associated with NEXTBIGSTAR.COM, the development
of new projects in each of our existing business areas and the related
marketing, advertising and promotional expenses. Under our agreement with a
public broadcasting affiliate, we will not receive revenues from the
distribution of THE DOOLEY AND PALS SHOW in the United States.


AT JUNE 30, 2000, WE HAD A SIGNIFICANT AMOUNT OF UNEARNED COMPENSATION, AND WE
WILL RECORD ADDITIONAL COMPENSATION EXPENSE UPON CONSUMMATION OF THIS OFFERING,
THAT WILL DECREASE OUR EARNINGS IN FUTURE PERIODS


    As of June 30, 2000, we had approximately $10.8 million of unearned
compensation resulting from the issuance of common stock to one founding
shareholder and to two individuals designated as officers. Of this unearned
compensation, approximately $2.4 million will be charged to earnings in fiscal
2001 and approximately $2.1 million in each of fiscal 2002 through fiscal 2005.
In addition, approximately $2.9 million of compensation expense, based on an
assumed initial public offering price of $11.00 per share, the midpoint of the
offering range shown on the cover of this prospectus, will be recorded in the
fiscal quarter in which this offering is consummated as a result of outstanding
options held by certain of our officers and former officers which will vest upon
that consummation. Consequently, the amortization of this unearned compensation
and the recording of compensation expense relating to options held by our
officers will adversely effect our earnings and profitability over this
five-year period.


                                       7
<PAGE>
WE HAVE HAD AND MAY CONTINUE TO HAVE DIFFICULTY PAYING OUR DEBTS IN A TIMELY
MANNER

    Our Lightpoint subsidiary is currently subject to litigation for amounts
alleged to be due under promissory notes. We plan to settle this litigation upon
consummation of this offering as further described under "Business-Legal
Proceedings." However, we cannot assure you that we will be successful in paying
our debts on time in the future.

WE MAY NEED ADDITIONAL CAPITAL TO FUND OUR OPERATIONS AND FINANCE OUR GROWTH,
AND WE MAY NOT BE ABLE TO OBTAIN IT ON TERMS ACCEPTABLE TO US OR AT ALL

    We believe that the net proceeds from the sale of common stock in this
offering, together with cash on hand, will be sufficient to fund our operations
for the next 24 months, including the production of the next broadcast seasons
of THE DOOLEY AND PALS SHOW and NEXTBIGSTAR.COM. However, if we expand more
rapidly than currently anticipated, if our working capital needs exceed our
current expectations or if we make acquisitions, we will need to raise
additional capital from equity or debt sources within that 24-month period. If
we cannot obtain financing on terms acceptable to us or at all, we may be forced
to curtail our planned business expansion and may be unable to fund our ongoing
operations, which would materially harm our business.

    Lightpoint's financial statements for the years ended June 30, 1998 and 1999
and Victory's financial statements for the year ended June 30, 2000 have
received a "going concern" qualification by our outside auditors due to
substantial working capital deficiencies, lack of significant revenues on a
sustained basis from business operations, and the disputed defaults under our
notes payable. This means that there is a question as to whether, if we are
unable to complete this offering or find an alternate source of additional
financing, we have the financial resources to continue as a business enterprise,
or "going concern."

THE LENGTH OF THE DEVELOPMENT, PRODUCTION AND DISTRIBUTION CYCLES FOR OUR
PROJECTS IS DIFFICULT TO PREDICT AND MAY CHANGE, WHICH COULD CAUSE OUR QUARTERLY
OPERATING RESULTS TO VARY, WHICH MAY HARM OUR STOCK PRICE

    We currently do not have significant revenues, and we have limited operating
results. We anticipate our revenues and operating results may vary significantly
from quarter to quarter due to a number of factors, many of which are beyond our
control. For the foreseeable future, we expect to enter into a finite number of
discrete projects, and the length of the development, production and
distribution cycles for these projects is difficult to predict and may change.
As a result, we expect our quarterly operating results to fluctuate. Our
financial results may as a consequence of quarterly revenue fluctuations fall
short of the expectations of analysts or investors. If this occurs, the price of
our common stock may decline.

THE COMMERCIAL SUCCESS OF OUR CURRENT PROJECTS, THE DOOLEY AND PALS SHOW AND
NEXTBIGSTAR.COM, IS DEPENDENT, IN PART, ON FACTORS OUTSIDE OUR CONTROL

    The commercial success of THE DOOLEY AND PALS SHOW and NEXTBIGSTAR.COM is
dependent upon unpredictable and volatile factors beyond our control, such as
changing consumer preferences and the success of our competitors' projects. Our
failure to attract a significant television audience for THE DOOLEY AND PALS
SHOW or to establish NEXTBIGSTAR.COM as a successful Internet program would
materially harm our business. We cannot assure you that either THE DOOLEY AND
PALS SHOW or NEXTBIGSTAR.COM will be successful or that, if successful, that
success will be sustained or will generate significant revenues or profits for
us.

OUR FAILURE TO DEVELOP AND PRODUCE CREATIVE AND ENTERTAINING PROGRAMMING WOULD
HARM OUR BUSINESS

    The continued development and production of THE DOOLEY AND PALS SHOW and
NEXTBIGSTAR.COM and the development and production of other creative and
entertaining television and Internet

                                       8
<PAGE>
programming is critical to our ability to generate revenues. If we fail to
create popular programming, particularly with characters that generate licensing
and merchandising opportunities, our business will be materially harmed.

WE NEED TO GENERATE LICENSING AND MERCHANDISING REVENUES FROM CONSUMER PRODUCTS
BASED ON OUR CHARACTERS IN ORDER TO BE SUCCESSFUL

    Our success further depends on the licensing and merchandising of characters
and products based on characters in our projects. Our ability to successfully
exploit the merchandising opportunities afforded by these projects is dependent
on the popularity of the project, our ability to create a brand for its
characters and our ability to establish favorable licensing and merchandising
arrangements. Even if our projects are popular with television or Internet
audiences, if we are unable to successfully brand our characters and create the
merchandising and licensing opportunities based upon our characters, we will not
be able to generate any significant licensing or merchandising revenues, which
would materially harm our business. Our failure to generate significant
licensing and merchandising revenues would restrict the amount of cash available
to us to operate our business.

WE WILL DEPEND ON SPONSORSHIP AND ADVERTISING REVENUES, WHICH ARE DIFFICULT TO
PREDICT BECAUSE OF THE SHORT-TERM NATURE OF TRADITIONAL ADVERTISING CONTRACTS
AND THE LIMITED HISTORY OF THE INTERNET AS AN ADVERTISING AND COMMERCE MEDIUM

    We expect to compete with other online content providers, as well as
traditional offline media, such as television, radio and print, for sponsorships
and advertising. We believe that the number of companies selling web-based
sponsorships and advertising and the available inventory of advertising space
has recently increased substantially. Accordingly, we may face increased pricing
pressure for the sale of advertising, which could affect our ability to generate
sponsorship and advertising revenues.

    We expect to derive the majority of our advertising revenues from the sale
of advertisements under short-term contracts, which are difficult to forecast
accurately. Our expenses are based in part on expectations of future revenues
and, to a large extent, are fixed. Accordingly, the cancellation or deferral of
advertising or sponsorship contracts could materially harm our ability to recoup
our development and production expenses and continue to develop new television
and Internet programming.

    Our advertising revenue may also be subject to seasonal fluctuations.
Historically, advertisers spend less in the first and third calendar quarters,
and viewer traffic on our websites may be lower during the summer and vacation
periods.

WE DEPEND ON THE SERVICES OF KEY INDIVIDUALS, THE LOSS OF WHICH WOULD MATERIALLY
HARM OUR BUSINESS

    We rely on the efforts of Michael H. Gerber, our President and Chief
Executive Officer, and on the services of Art David, the president of our
animation and special effects subsidiary, and Kobi Jaeger, the president of our
television programming subsidiary. We also rely to a great extent on the efforts
of Ed McMahon, the noted television personality, to be the host of
NEXTBIGSTAR.COM. Although we have entered into employment agreements with
Mr. Gerber, Mr. David and Mr. Jaeger, the loss of the services of either
Mr. Gerber, Mr. David and Mr. Jaeger could materially harm our business. In
addition, our contractual arrangement which allows us to consolidate the
revenues and other financial results of NEXTBIGSTAR.COM in our financial
statements will terminate if Mr. Gerber is no longer employed by Victory. The
loss of the services of Mr. McMahon, who is 77 years old and who is closely
identified with NEXTBIGSTAR.COM, could also materially harm our business. Prior
to the consummation of this offering, we anticipate obtaining key person life
insurance for Mr. Gerber; however, this insurance may not be in an amount which
would adequately compensate us for his loss.

                                       9
<PAGE>
AS A 50% OWNER OF OUR NEXTBIGSTAR.COM JOINT VENTURE, MR. MCMAHON MAY HAVE
INTERESTS THAT CONFLICT WITH THOSE OF OUR MANAGEMENT AND SHAREHOLDERS

    Victory and Mr. McMahon, through McMahon Communications Inc., each holds a
50% interest in Next Big Star, LLC, which is a joint venture between us and
Mr. McMahon that operates the NEXTBIGSTAR.COM website. Although Victory
maintains voting control over the operations of NEXTBIGSTAR.COM under a voting
arrangement, as a 50% member of the NEXTBIGSTAR.COM joint venture, Mr. McMahon
may have interests that are different than those of our management and our
shareholders, such as those relating to the strategic direction of
NEXTBIGSTAR.COM, exploitation of merchandising opportunities or the time
commitment or amount of travel required by Mr. McMahon to promote
NEXTBIGSTAR.COM. Any unresolved differences between us and Mr. McMahon could
affect the success of our NEXTBIGSTAR.COM enterprise.

WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE GROWTH

    We expect our business to grow rapidly, and we may not be equipped to
successfully manage any future periods of rapid growth or expansion, which could
place a significant strain on our management, operating, financial and other
resources. We may require implementation of additional management information
systems to further develop our operating, administrative, financial and
accounting systems and controls, and to maintain close coordination among
project production, accounting, finance, marketing, sales, distribution and
operations. Moreover, we may need to hire and train additional personnel. Our
failure to develop and maintain the infrastructure necessary to run our
operations could slow our growth and materially harm our business.

RISKS RELATED TO THE ENTERTAINMENT INDUSTRY

WE MUST DEVELOP AND MAINTAIN A "BRAND IDENTITY" FOR OUR CHARACTERS, PRODUCTS AND
PROGRAMMING IN ORDER TO ATTRACT AND EXPAND OUR VIEWER AND ADVERTISER BASE

    We believe that establishing and maintaining THE DOOLEY AND PALS SHOW,
NEXTBIGSTAR.COM and other planned brands is critical to our effort to attract
and expand our viewer, sponsor and advertiser base. We also believe that the
importance of brand recognition will increase due to the growing number of
entertainment related websites and the relatively low barriers to entry.
Promotion and enhancement of our brands will depend largely on our success in
providing high-quality programming and quality branded consumer products and
merchandise. In order to attract and retain viewers and to promote and maintain
viewership of THE DOOLEY AND PALS SHOW, NEXTBIGSTAR.COM and other planned
brands, we may find it necessary to increase expenditures devoted to creating
and maintaining brand loyalty. In the event we do not develop quality television
and Internet programming, or in the event of any breach or alleged breach of
security or privacy involving our website, or if any third party undertakes
illegal or harmful actions utilizing our communications or e-commerce services,
we could suffer substantial adverse publicity and impairment of our brands and
reputation. If any of these events occur, our business will be materially
harmed.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH HAVE BEEN
CHALLENGED BY OTHERS

    Entertainment companies traditionally rely on intellectual property rights,
particularly under trademark and copyright laws, for the protection of their
intellectual property assets. Our failure to enforce our intellectual property
rights, or a challenge to our intellectual property rights by others, could
materially harm our business and distract our management from the day-to-day
operations of our business.

                                       10
<PAGE>
WE MAY BE UNABLE TO ATTRACT OR RETAIN HIGHLY SKILLED EMPLOYEES THAT ARE
NECESSARY FOR THE SUCCESS OF OUR BUSINESS

    As we continue to grow, we will need to hire additional personnel in all
operational areas. Competition for personnel in our industry, particularly in
the areas of information technology, animation and special effects, is intense.
If we do not succeed in attracting or retaining personnel, we may not be able to
remain competitive in our quickly evolving business areas and our business could
be materially harmed.

WE ARE IN A HIGHLY COMPETITIVE INDUSTRY AND SOME OF OUR COMPETITORS MAY BE MORE
SUCCESSFUL IN ATTRACTING AND RETAINING VIEWERS

    We face intense competition from other companies and other organizations
operating in our industry. Most of our competitors have greater financial,
technical, marketing, production, distribution and human resources than we do.
We cannot assure you that we will have the ability or financial resources needed
to develop projects in a timely fashion which is necessary for us to achieve
commercial success. With respect to our television programming, we will compete
for time slots, ratings and for the licensing and merchandising of products
related to our projects, including THE DOOLEY AND PALS SHOW. Many of our
competitors' projects are sponsored or endorsed by celebrities, have achieved
significant market loyalty and are distributed by entities having significantly
greater resources than we do. Our failure to successfully compete in any of
these areas could hinder our ability to promote, license and market our
products, which would materially harm our business.

WE ARE SUBJECT TO RISKS ASSOCIATED WITH ACQUISITIONS

    In order to grow our business, we intend to evaluate acquisition
opportunities of products or businesses in the entertainment industry
complementary to ours. Engaging in acquisitions involves numerous risks,
including but not limited to difficulties in the assimilation of the operations,
services, products and personnel of the acquired company and the diversion of
management's attention from other business concerns. The successful
implementation of this strategy depends on our ability to identify suitable
acquisition candidates, acquire companies on acceptable terms, integrate their
operations successfully with our own and maintain the goodwill of the acquired
business.

RISKS RELATED TO THE INTERNET

THE CONTINUING EVOLUTION OF THE INTERNET AS A MEDIUM FOR ENTERTAINMENT
PROGRAMMING CREATES UNCERTAINTIES FOR OUR BUSINESS

    We rely on the Internet in our business, currently in our NEXTBIGSTAR.COM
joint venture. The success of our entertainment programming on the Internet is
subject to many factors, including:

    - the level of usage of the Internet;

    - demand for Internet programming sponsorships and advertising;

    - the level of user traffic on our websites;

    - continued technological developments regarding the delivery of streaming
      video and stereo quality sound;

    - the introduction of new products or programming by our competitors;

    - pricing changes for Internet-based sponsorships or advertising;

    - the timing of initial set-up, engineering or development fees that may be
      paid in connection with larger marketing and distribution arrangements;
      and

                                       11
<PAGE>
    - technical difficulties with respect to the use of our Internet
      programming.

WE MUST CONTINUE TO ENHANCE OUR WEBSITES' NEW INTERNET PROGRAMMING TO BE
SUCCESSFUL IN THE CONTINUALLY EVOLVING MARKET FOR ONLINE VIEWERS

    To be competitive, we must continue to enhance and improve the programming
of NEXTBIGSTAR.COM and our other planned and future websites. We may not be able
to successfully develop the increasingly complex technologies needed to improve
the quality of our programming on our websites. We cannot assure you that
additional revenues will offset additional expenses incurred from enhancing our
websites.

OUR INTERNET PROGRAMMING MAY NOT ATTRACT USERS WITH DEMOGRAPHIC CHARACTERISTICS
VALUABLE TO OUR ADVERTISERS OR SPONSORS

    Our future success depends upon our ability to develop and produce Internet
programming that attracts a loyal viewer user base possessing specific interest
areas, particular demographic characteristics or geographic locations attractive
to advertisers or sponsors. If we fail to attract the appropriate viewer base
our business could be harmed. In addition, we may be unable to anticipate or
respond to rapidly changing viewer preferences to continue to attract enough
viewers to our websites. Internet users can freely navigate and choose among a
large number of entertainment related websites that offer original content.
Thus, it may be difficult for us to distinguish our content and attract or
retain viewers.

OUR INTERNET PROGRAMMING WILL RELY ON CROSS-PROMOTIONAL AND DISTRIBUTION
RELATIONSHIPS

    In order to create traffic for our Internet programming and make it more
attractive to advertisers and consumers, our NEXTBIGSTAR.COM joint venture has
entered into various cross-promotional and distribution agreements with leading
websites such as Microsoft's MSN.com and Windowsmedia.com. These
cross-promotional and distribution arrangements are not exclusive and may be
terminated upon little or no notice. In addition, we may be required to
establish additional relationships with other providers of similar services. Any
failure to obtain cost-effective services we require could restrict our use of
technologies necessary to develop competitive Internet programming, which could
materially harm our business.

E-COMMERCE ACTIVITIES MAY EXPOSE US TO UNCERTAIN LEGAL RISKS AND POTENTIAL
LIABILITIES

    As part of our business, we plan to enter into agreements with sponsors,
content providers, service providers and merchants under which we will be
entitled to receive a share of revenue from the purchase of goods and services
by viewers of our Internet programming. These types of arrangements may expose
us to additional legal risks and uncertainties, including potential liabilities
relating to the products and services offered by these third parties.

WE MAY BE SUBJECT TO LEGAL LIABILITY FOR OUR ONLINE CONTENT

    We plan to enter into arrangements to offer third-party content through
NEXTBIGSTAR.COM and other planned websites. We may be subject to claims
concerning this content by virtue of our involvement in marketing, branding,
broadcasting or providing access to other content, even in cases where we do not
ourselves host, operate, or provide access to this content. While we have
insurance to cover our potential exposure and these agreements with these
parties provide us with indemnification against these liabilities, our insurance
and indemnification may not be adequate.

                                       12
<PAGE>
WE RELY ON THIRD PARTIES TO MAINTAIN OUR TECHNOLOGICAL INFRASTRUCTURE AND ARE
SUBJECT TO RISK OF SYSTEM FAILURE OVER WHICH WE HAVE LITTLE OR NO CONTROL

    Our success depends on the efficient and uninterrupted operation of our
technological infrastructure. Substantially all of our computer hardware for
operating our NEXTBIGSTAR.COM website is currently located at the facilities of
Exodus Communications, Inc. in Santa Clara, California and Sterling, Virginia.
These systems and operations are vulnerable to damage or interruption from
earthquakes, floods, fires, power loss, telecommunication and system failures,
break-ins, sabotage, intentional acts of vandalism and similar events. Although
we have a fully redundant system, we do not have a formal disaster recovery
plan, other than routine back-up procedures. In addition, internally generated
disruptions due to programming errors or other factors could affect the
reliability of our operations. We do not carry any business interruption
insurance to compensate us for losses that may occur. Despite any precautions
taken by, and planned to be taken by us, the occurrence of a natural disaster or
other unanticipated problems at the Exodus facility could result in
interruptions in our services. Any damage to or failure of our systems could
result in reductions in, or terminations of, our service, which could materially
harm our business. Although we plan to implement various network security
measures, our servers are also vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays or loss of data, any and all of which could materially harm our business.

    In addition, iBEAM provides NEXTBIGSTAR.COM broadcasting and bandwidth
services through its proprietary streaming audio and video Internet delivery
network. We will depend substantially upon ongoing technical support and
services from iBEAM to ensure effective distribution of our programming.

    We will initially rely on streaming media products licensed from Microsoft
for the software we will use to encode and broadcast our content over the
Internet, including our NEXTBIGSTAR.COM joint venture. Together with Microsoft
and its vendors, we will provide for distribution of the player software
"Windows Media Player" needed by viewers to receive streaming content via the
Internet. We have limited or no control over the availability or acceptance of
streaming media software, and to the extent that any of these circumstances
occur, we would need to find alternative services or technologies, if they exist
and can be incorporated into our NEXTBIGSTAR.COM website, which could limit the
availability of functionality of our services and could materially harm our
business.

WE WILL BE SUBJECT TO U.S. AND FOREIGN GOVERNMENT REGULATION OF THE INTERNET,
THE IMPACT OF WHICH IS DIFFICULT TO PREDICT

    There are currently few laws or regulations directly applicable to the
Internet. The application of existing laws and regulations relating to issues
such as user privacy, defamation, pricing, advertising, taxation, gambling,
sweepstakes, promotions, content regulation, quality of products and services,
and intellectual property ownership and infringement can be unclear. In
addition, we will also be subject to new laws and regulations directly
applicable to our activities. Any existing or new legislation applicable to us
could expose us to substantial liability, including significant expenses
necessary to comply with these laws and regulations, and impair the growth in
use of the Internet. A number of proposals have been made at the federal, state
and local level that would impose additional taxes on the sale of goods and
services through the Internet. If any of these proposals are adopted, it could
substantially impair the growth of e-commerce on the Internet and potentially
adversely affect us.

    Several recently passed federal laws could have an impact on our business.
The Digital Millennium Copyright Act is intended to reduce the liability of
online service providers for listing or linking to third-party websites that
include materials that infringe copyrights or other rights of others. The
Children's Online Protection Act and the Children's Online Privacy Protection
Act are intended to restrict the distribution of materials deemed harmful to
children and impose additional restrictions on

                                       13
<PAGE>
the ability of online services to collect user information from minors. In
addition, the Protection of Children From Sexual Predators Act of 1998 requires
online service providers to report evidence of violations of federal child
pornography laws under various circumstances. We are currently reviewing this
legislation, and cannot currently predict the effect, if any, that these laws
will have on our business. They may impose significant additional costs on our
business or subject us to additional liabilities.

    We plan to post policies concerning the use and disclosure of user data. Any
failure by us to comply with our posted privacy policies could materially harm
our business. Due to the global nature of the Internet, it is possible that the
governments of other states and foreign countries might attempt to regulate our
transmissions or prosecute us for violations of their laws. Other nations,
including Germany, have taken actions to restrict the free flow of material
deemed to be objectionable on the Internet. The European Union has recently
adopted privacy and copyright directives that may impose additional burdens and
costs on our planned international operations. We might unintentionally violate
these laws, these laws may be modified, or new laws enacted in the future. Any
of these developments could limit our ability to compete internationally and
materially harm our business.

RISKS RELATED TO THIS OFFERING

YOU WILL EXPERIENCE AN IMMEDIATE AND SUBSTANTIAL DILUTION IF YOU PURCHASE COMMON
STOCK IN THIS OFFERING

    The initial public offering price for our common stock is substantially
higher than the net tangible book value per share of the outstanding common
stock. Any common stock you purchase in this offering will have a post-offering
net tangible book value per share of $9.62 less than the initial public offering
price, based upon an assumed initial public offering price of $11.00 per share,
the midpoint of the offering range shown on the cover of this prospectus. In
addition, in the event of the exercise by holders of our outstanding options or
warrants for shares of common stock, your investment may be further diluted.

OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE

    In recent months, the stock market in general, and particularly as it
relates to companies with Internet-based or Internet-related operations, or
companies like ours which anticipate losses for the foreseeable future, has been
extremely volatile, and the market price of our common stock is likely to be
highly volatile. We cannot assure you that our common stock will trade at the
same levels as the capital stock of other entertainment or Internet companies.
Market volatility may materially harm the market price of our common stock,
regardless of our operating performance.

OUR MANAGEMENT MAY NOT USE THE PROCEEDS OF THIS OFFERING EFFECTIVELY

    Our management has broad discretion over how to apply the net proceeds of
this offering. Accordingly, it is possible that our management may allocate the
proceeds differently than investors in this offering would have preferred, or in
a manner that does not increase the value or price of our common stock.

OUR EXECUTIVE OFFICERS AND DIRECTORS WILL OWN APPROXIMATELY 45% OF OUR
OUTSTANDING COMMON STOCK AFTER THIS OFFERING AND WILL THUS BE ABLE TO CONTROL
OUR OPERATIONS

    Following this offering, our executive officers and directors will own
approximately 45% of our outstanding common stock and may be able to control
various matters relating to our governance, including the election of directors.
The interests of our executive officers may at times be different than those of
unaffiliated shareholders, because shareholder value is only one of the
considerations of our officers and directors when evaluating business
opportunities, and we may from time to time enter into loan agreements or issue
debt securities which may limit benefits available to our shareholders, such as
dividends on our common stock.

                                       14
<PAGE>
THE LEAD UNDERWRITER OF THIS OFFERING LACKS UNDERWRITING EXPERIENCE

    While certain of the officers of the lead underwriter of this offering,
Weatherly Securities Corp., have significant experience in corporate financing
and the underwriting of securities and Weatherly Securities Corp. has co-managed
underwritten public offerings in the past, Weatherly Securities Corp. has
limited experience acting as lead underwriter in underwritten public offerings.
Accordingly, there can be no assurance that the lead underwriter's limited
public offering experience will not affect this offer of our common stock and
subsequent development of a trading market, if any.

WE MAY ISSUE PREFERRED STOCK THAT WOULD REDUCE THE VOTING AND OTHER RIGHTS OF
THE HOLDERS OF OUR COMMON STOCK

    Our board of directors has the authority to issue, without vote or action by
the shareholders, preferred stock in one or more series and to fix the rights,
including voting rights and conversion rights, of the preferred stock. The
rights of the holders of common stock will be subject to, and may be adversely
affected by the rights of the holders of any preferred stock that may be issued
in the future. No preferred stock is currently outstanding. The issuance of
preferred stock, while providing flexibility in connection with possible
financing or acquisitions or other corporate purposes, may have the effect of
delaying, deferring or preventing a change in control, could result in the
dilution of the voting power of the common stock purchased in this offering and
may harm the market price of, and the voting and other rights of, the holders of
the common stock.

WE HAVE ENTERED INTO AGREEMENTS WHICH MAY MAKE IT MORE DIFFICULT FOR A THIRD
PARTY TO ACQUIRE OUR COMPANY

    Our employment agreements with Michael Gerber and Art David provide for
severance payments in the event of a change of control of our company, which may
deter an acquisition of our company by a third party, including an acquisition
that our shareholders may consider beneficial.

THE SALE OR AVAILABILITY FOR SALE OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK
COULD CAUSE OUR STOCK PRICE TO DECLINE

    Sales of substantial amounts of our common stock in the public market after
the completion of this offering or the public perception that these sales could
occur could cause a decline in the market price of our common stock and could
impair our future ability to raise capital through offerings of our common
stock. There will be 12,492,339 shares of common stock outstanding immediately
after this offering or 12,837,339 shares if the underwriters exercise their
over-allotment option in full, 5,670,866 shares underlying outstanding options
and warrants and 332,000 additional shares available for issuance under our
stock option plan. The 2,300,000 shares sold in this offering will be freely
tradable without restriction or further registration under the Securities Act,
unless held by our "affiliates" as that term is defined in Rule 144 under the
Securities Act. The remaining shares are "restricted securities," and, subject
to the restrictions described below, will become eligible for sale in the public
market at various times after 90 days after the date of this prospectus, subject
to the limitations and other conditions of Rule 144 under the Securities Act.


    In connection with this offering, our executive officers and directors and
significantly all of our shareholders have agreed, except in limited
circumstances, not to sell an aggregate of 9,961,053 shares of common stock
owned by them, including the 160,428 shares to be issued in the settlement of
the CMI litigation, and options and warrants exercisable for an additional
4,640,866 shares of common stock, or the common stock underlying those options
and warrants, for one year, or six months in the case of the 160,428 shares,
after completion of this offering without our consent and the consent of our
underwriters, and holders of warrants to purchase an aggregate of 880,000 shares
have agreed, except in limited circumstances as further described under the
heading "Shares Eligible for Future Sale--Lock-ups," not to sell those warrants
or the underlying shares for 180 days after the effective date of


                                       15
<PAGE>

the registration statement of which this prospectus is a part without our
consent. We cannot predict what effect, if any, market sales of shares held by
principal shareholders or any other shareholder or the availability of these
shares for future sale will have on the market price of our common stock.


    The holders of warrants to purchase 880,000 shares of our common stock are
parties to agreements that provide these holders with the right to require us to
register the sale of shares underlying those warrants concurrent with this
offering. If we fail to keep the registration statement relating to the resale
of these shares effective, we could be subject to cash penalties equal to the
greater of 10% of the holders' aggregate exercise price of the warrants or 10%
of the then current fair market value of the underlying shares. The holder of
the 160,428 shares to be issued in the settlement of the CMI litigation also
will have registration rights. Registration of these shares of our common stock
will permit the sale of these shares without regard to the restrictions of
Rule 144. We have filed a shelf registration statement registering the shares
underlying these warrants and the 160,428 shares for resale. We cannot predict
the timing of these sales or the effect these sales may have on the market price
of our common stock.

                                       16
<PAGE>
                           FORWARD-LOOKING STATEMENTS

    Some of the matters described in this prospectus contain forward-looking
statements that are subject to a number of risks and uncertainties, many of
which are beyond our control. We have based these forward-looking statements on
our current expectations and projections about future events. These
forward-looking statements include, but are not limited to, statements about
our:

    - business strategy;

    - ability to introduce new or enhanced services and the anticipated growth
      in revenue from these services;

    - uncertainty regarding our future operating results; and

    - plans, objectives, expectations and intentions contained in this
      prospectus that are not historical.

    All statements, other than statements of historical fact included in this
prospectus, regarding our strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, plans and objectives
of management are forward-looking statements. When used in this prospectus, the
words "will," "believe," "anticipate," "intend," "estimate," "expect," "project"
and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. All
forward-looking statements speak only as of the date of this prospectus. You
should not place undue reliance on these forward-looking statements. Although we
believe that our plans, intentions and expectations reflected in or suggested by
the forward-looking statements we make in this prospectus are reasonable, we can
give no assurance that these plans, intentions or expectations will be achieved.
We disclose important factors that could cause our actual results to differ
materially from our expectations under "Risk Factors," "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and elsewhere in
this prospectus. These cautionary statements qualify all forward-looking
statements attributable to us or persons acting on our behalf.

                                       17
<PAGE>
                                USE OF PROCEEDS

    We estimate that we will receive net proceeds of approximately $21.0 million
from the sale of 2,300,000 shares of our common stock in this offering, based
upon an assumed initial public offering price of $11.00 per share, the midpoint
of the offering range shown on the cover of this prospectus, and after deducting
underwriting discounts and commissions and estimated offering expenses payable
by us. If the underwriters' over-allotment option is exercised in full, we
estimate that our net proceeds will be approximately $24.5 million.

    We intend to:

    - use a portion of the net proceeds from this offering to repay in full the
      $5,000,000 principal amount of, plus accrued and unpaid interest on, our
      12% senior secured promissory note. We issued this promissory note on
      April 3, 2000 and have been using the proceeds for working capital
      purposes. Interest on the promissory note is payable quarterly at our
      option and the promissory note matures on the earlier of March 28, 2001
      and the consummation of this offering;

    - use approximately $3,000,000 of the net proceeds to fund our
      NEXTBIGSTAR.COM joint venture;

    - use $1,000,000 of the net proceeds in connection with the settlement of
      the CMI litigation described under "Business--Legal Proceedings;" and

    - use the balance of the net proceeds for general corporate purposes,
      including meeting our working capital requirements. These purposes also
      include expanding our television and Internet programming and identifying
      and acquiring or investing in motion picture and television libraries,
      television production and distribution companies and complementary and/or
      Internet-based businesses, although we have no current plans, agreements
      or commitments with respect to any acquisition of this type, and we are
      not currently engaged in any negotiations with respect to any transaction
      of this type.

    Although we do not contemplate any changes in our use of proceeds, we may
reprioritize the uses listed above, or use some proceeds for other purposes in
the event extra proceeds are available or the specified uses require less
capital than expected. Accordingly, our management will have broad discretion in
applying the net proceeds from this offering. In addition, a former Lightpoint
officer may relinquish shares of our common stock and options to purchase shares
of our common stock in connection with the settlement of the CMI litigation, and
we may use a portion of the proceeds to make a cash payment to that officer as
described under "Business--Legal Proceedings."

    The amounts and timing of our actual expenditures will depend upon numerous
factors, including the status of our product development efforts, marketing and
sales activities, the amount of cash generated by our operations and
competition. Actual expenditures may vary substantially from these estimates. We
may find it necessary or advisable to use portions of the net proceeds for other
purposes.

    We intend to invest the net proceeds from this offering in short-term,
investment grade securities pending the uses described above.

    We have filed a shelf registration statement registering for resale 160,428
shares of common stock to be issued upon the consummation of this offering in
connection with the resolution of the CMI litigation, assuming a public offering
price of $11.00 per share, the mid-point of the range shown on the cover of this
prospectus, and up to 880,000 shares issuable upon the exercise of outstanding
warrants. We will not receive any of the proceeds from the sale of these shares,
but may receive up to a maximum of $8,932,000, assuming a public offering price
of $11.00 per share, if the holders of the warrants elect to pay the exercise
price in cash rather than on a "cashless" basis, which we will use for general
corporate purposes as described above.

                                       18
<PAGE>
                                DIVIDEND POLICY

    We have never declared or paid cash dividends on our common stock and do not
anticipate paying any cash dividends on our common stock in the foreseeable
future. We currently intend to retain future earnings, if any, to finance the
expansion of our business and for general corporate purposes. There can be no
assurance that we will pay dividends in the future. Our future dividend policy
is within the discretion of our board of directors and will depend upon various
factors, including our results of operations, financial condition, capital
requirements and investment opportunities.

                                       19
<PAGE>
                                 CAPITALIZATION

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

    - on an actual basis;

    - on an as adjusted basis to give effect to:

       - the sale of the 2,300,000 shares of our common stock in this offering
         at an assumed initial public offering price of $11.00 per share, the
         midpoint of the offering range shown on the cover of this prospectus,
         after deducting underwriting discounts and commissions and estimated
         offering expenses payable by us;


       - the repayment of our $5,000,000 promissory note and the write-off of
         unamortized loan costs of $679,322 and unamortized debt discount of
         $1,176,000;


       - the payment of $1,000,000 in cash and the issuance of 160,428 shares of
         common stock, determined by dividing $1,764,708 by the assumed public
         offering price of $11.00 per share, the midpoint of the range shown on
         the cover of this prospectus, in settlement of our $2,820,417 notes
         payable and accrued interest in connection with the resolution of the
         CMI litigation; and


       - compensation expense of $2,902,500 related to the vesting of options to
         purchase 270,000 shares of common stock upon the consummation of an
         initial public offering at an exercise price of $0.25 per share and
         interest expense of $581,600 which results primarily from an increase
         in the valuation of outstanding warrants to purchase 800,000 shares of
         common stock as the result of (a) an adjustment to the exercise price
         of these warrants from $7.00 per share to $9.35 per share upon the
         consummation of the initial public offering, assuming an initial public
         offering price of $11.00, the midpoint of the offering range shown on
         the cover of this prospectus, and (b) the difference between the fair
         value of the common stock underlying these warrants of $8.00 per share,
         the fair value determined by our management for our common stock as of
         the date these warrants were issued, and $11.00 per share.


    You should read this table in conjunction with our consolidated financial
statements and the notes to those financial statements included elsewhere in
this prospectus.


<TABLE>
<CAPTION>
                                                               AS OF JUNE 30, 2000
                                                              ----------------------
                                                               ACTUAL    AS ADJUSTED
                                                              --------   -----------
                                                              (IN THOUSANDS, EXCEPT
                                                                   SHARE DATA)
<S>                                                           <C>        <C>
Short-term debt--note payable, net of debt discount of
  $1,176....................................................  $  5,824     $     --

Shareholders' equity (capital deficit):
  Preferred Stock: $.001 par value, 20,000,000 shares
    authorized; none issued actual and as adjusted..........        --           --
  Common Stock: $.001 par value; 50,000,000 shares
    authorized; 10,031,911 shares issued and outstanding
    actual; 12,492,339 shares issued and outstanding as
    adjusted................................................        10           12
  Additional paid-in capital................................    30,267       56,640
  Unearned compensation.....................................   (10,762)     (10,762)
  Accumulated deficit.......................................   (23,091)     (28,375)
                                                              --------     --------
    Total shareholders' equity (capital deficit)............    (3,576)      17,515
                                                              --------     --------
    Total capitalization....................................  $  2,248     $ 17,515
                                                              ========     ========
</TABLE>


    The table above excludes, as of June 30, 2000, 5,002,866 shares of common
stock issuable upon the exercise of outstanding warrants and 668,000 shares
issuable upon the exercise of outstanding stock options.

                                       20
<PAGE>
                                    DILUTION

    If you invest in our common stock, your interest will be diluted to the
extent of the difference between our tangible assets and our liabilities,
divided by the number of shares of common stock outstanding upon completion of
this offering. For purchasers of our common stock in this offering, dilution in
net tangible book value per share represents the difference between the initial
public offering price of our common stock in this offering and the net tangible
book value of our common stock immediately after completing this offering.

    As of June 30, 2000, our net tangible book value (deficit) was $(6,102,600),
or $(.61) per share of our common stock. After giving effect to the sale of
2,300,000 shares of common stock in this offering and to the issuance of 160,428
shares of common stock in connection with the settlement of the CMI litigation,
assuming an initial public offering price of $11.00 per share, the midpoint of
the offering range shown on the cover of this prospectus, and after deducting
underwriting discounts and commissions and estimated offering expenses, our net
tangible book value as of June 30, 2000 would have been $17,279,557, or $1.38
per share of our common stock. This represents an immediate increase in our net
tangible book value of $1.99 per share to current shareholders and an immediate
dilution of $9.62 per share to new investors purchasing our common stock in this
offering. The following table illustrates the foregoing information as of
June 30, 2000 with respect to dilution to new investors:

<TABLE>
<S>                                                           <C>        <C>
Assumed initial public offering price per share.............              $11.00

  Net tangible book value (deficit) per share at June 30,
    2000....................................................   $ (.61)

  Increase in net tangible book value per share attributable
    to new investors and to issuance of shares to CMI.......     1.99
                                                               ------

Net tangible book value per share after this offering.......                1.38
                                                                          ------

Dilution per share to new investors.........................              $ 9.62
                                                                          ======
</TABLE>

    The following table summarizes, after giving effect to this offering, as of
June 30, 2000, the differences between the total number of shares of our common
stock purchased from us, the total consideration paid and the average price per
share paid by existing shareholders and new investors purchasing shares of our
common stock in this offering based upon an assumed initial public offering
price of $11.00 per share, the midpoint of the offering range shown on the cover
of this prospectus:

<TABLE>
<CAPTION>
                                             SHARES PURCHASED       TOTAL CONSIDERATION
                                           ---------------------   ----------------------   AVERAGE PRICE
                                             NUMBER     PERCENT      AMOUNT      PERCENT      PER SHARE
                                           ----------   --------   -----------   --------   -------------
<S>                                        <C>          <C>        <C>           <C>        <C>
Existing shareholders....................  10,031,911     80.3%    $11,678,002     30.1%       $  1.16
CMI issuance.............................     160,428      1.3       1,764,708      4.6          11.00
New investors............................   2,300,000     18.4      25,300,000     65.3          11.00
                                           ----------    -----     -----------    -----
    Total................................  12,492,339    100.0%    $38,742,710    100.0%
                                           ==========    =====     ===========    =====
</TABLE>

    The table above excludes 5,002,866 shares of common stock issuable upon the
exercise of outstanding warrants as of June 30, 2000 at a weighted average
exercise price of $6.47 per share and 668,000 shares issuable upon the exercise
of outstanding stock options as of June 30, 2000 at a weighted average price of
$3.94 per share. To the extent that any of these options or warrants with an
exercise price of less than the net tangible book value per share at the time of
exercise are exercised, there will be further dilution to new investors.

                                       21
<PAGE>
                       SELECTED HISTORICAL FINANCIAL DATA

    You should read the selected historical financial data shown below together
with the financial statements and the notes to those financial statements
included elsewhere in this prospectus.

    The following table summarizes:

    - the statements of operations of Lightpoint Entertainment, Inc., our
      predecessor, for the period from July 31, 1997 (Lightpoint's date of
      inception) through June 30, 1998 and for the fiscal year ended June 30,
      1999; and

    - our consolidated statement of operations for the fiscal year ended
      June 30, 2000.

    The table below does not include our results of operations from May 27, 1999
(the date of our inception) through June 30, 1999, since that information is not
considered meaningful for purposes of this presentation as we had minimal
activity. Diluted net loss per share does not differ from basic net loss per
share since the effect of potential common shares is anti-dilutive.


<TABLE>
<CAPTION>
                                                     LIGHTPOINT (OUR PREDECESSOR)               VICTORY
                                              ------------------------------------------   ------------------
                                               FOR THE PERIOD FROM
                                              JULY 31, 1997 THROUGH   FOR THE YEAR ENDED   FOR THE YEAR ENDED
                                                  JUNE 30, 1998         JUNE 30, 1999        JUNE 30, 2000
                                              ---------------------   ------------------   ------------------
                                                         (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
<S>                                           <C>                     <C>                  <C>
STATEMENTS OF OPERATIONS DATA
Revenues....................................         $   579                $   222             $    310
                                                     -------                -------             --------
Expenses:
  Operating.................................             860                  1,335                4,490
  General and administrative................           1,248                  3,039                4,539
  Common stock, options and warrants issued
    for general and administrative
    services................................              --                  2,875                3,199
  Depreciation and amortization.............             137                    348                  404
  Abandonment of software and equipment.....             150                      8                    8
                                                     -------                -------             --------
  Total expenses............................           2,395                  7,605               12,640
                                                     -------                -------             --------
Loss from operations........................          (1,816)                (7,383)             (12,330)
Interest expense, net.......................            (194)                  (357)              (1,010)
                                                     -------                -------             --------
Net loss....................................         $(2,010)               $(7,740)            $(13,340)
                                                     =======                =======             ========

Net loss per common share--basic and
  diluted...................................         $(19.01)               $ (5.05)            $  (1.42)
                                                     =======                =======             ========

Weighted average common shares outstanding--
  basic and diluted.........................             106                  1,534                9,382
                                                     =======                =======             ========
</TABLE>


                                       22
<PAGE>
    The following table summarizes:

    - the historical balance sheets of Lightpoint Entertainment, Inc., our
      predecessor, as of June 30, 1998 and June 30, 1999;

    - our historical consolidated balance sheet as of June 30, 2000; and


    - our consolidated balance sheet as of June 30, 2000 on an adjusted basis to
      give effect to the sale of 2,300,000 shares of common stock by us in this
      offering, after deducting the underwriting discounts and commissions and
      estimated offering expenses; the repayment of our $5,000,000 promissory
      note from the net proceeds of this offering and the write-off of
      unamortized loan costs of $679,322 and the unamortized debt discount of
      $1,176,000 and the payment of $1,000,000 in cash and the issuance of
      160,428 shares of common stock in settlement of our $2,820,417 notes
      payable and accrued interest upon consummation of the offering in
      connection with the resolution of the CMI litigation, assuming a public
      offering price of $11.00, the midpoint of the range shown on the cover of
      this prospectus.


    The table below does not show our historical balance sheet at June 30, 1999,
    since that information is not meaningful for purposes of this presentation
    as we had minimal activity.


<TABLE>
<CAPTION>
                                                 LIGHTPOINT (OUR PREDECESSOR)          VICTORY
                                                 -----------------------------   -------------------
                                                                                 AS OF JUNE 30, 2000
                                                                                 -------------------
                                                     AS OF           AS OF                     AS
                                                 JUNE 30, 1998   JUNE 30, 1999    ACTUAL    ADJUSTED
                                                 -------------   -------------   --------   --------
                                                              (IN THOUSANDS)
<S>                                              <C>             <C>             <C>        <C>
BALANCE SHEET DATA
Cash and cash equivalents......................     $     9          $   460     $ 1,517    $ 16,928
Working capital (deficit)......................      (2,837)          (3,493)     (5,876)     16,329
Total assets...................................       1,133            1,607       4,015      18,312
Short-term debt, net of debt discount..........       2,000            2,000       5,824          --
Total liabilities..............................       2,983            3,996       7,591         797
Total stockholders' equity (deficit)...........      (1,850)          (2,389)     (3,576)     17,515
</TABLE>


                                       23
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    YOU SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS TOGETHER WITH THE
FINANCIAL STATEMENTS AND THE NOTES TO THOSE FINANCIAL STATEMENTS AND THE OTHER
FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS. YOU SHOULD ALSO
REVIEW CAREFULLY AND CONSIDER THE VARIOUS DISCLOSURES MADE BY US ELSEWHERE IN
THIS PROSPECTUS RELATING TO OUR BUSINESS, INCLUDING UNDER THE CAPTIONS "RISK
FACTORS" AND "BUSINESS." FOR THE PURPOSES OF THIS SECTION OF THIS PROSPECTUS,
"VICTORY" REFERS TO VICTORY ENTERTAINMENT CORP. AND NOT ITS SUBSIDIARIES.

    IN THE FOLLOWING DISCUSSION AND ANALYSIS, THE RESULTS FOR THE YEAR ENDED
JUNE 30, 2000 REFLECT OUR CONSOLIDATED OPERATIONS. THE RESULTS OF OPERATIONS FOR
THE YEAR ENDED JUNE 30, 1999 AND THE PERIOD FROM JULY 31, 1997 THROUGH JUNE 30,
1998 REFLECT THE OPERATIONS OF OUR PREDECESSOR.

OVERVIEW

    Victory is an early stage holding company engaged through its subsidiaries
in the development, production and worldwide distribution of television and
Internet programming, the development and production of state-of-the-art
animation and special effects and the licensing and marketing of branded
consumer merchandise.

    Our animation and special effects studio provides animation and special
effects for our projects and performs work for third parties on a
project-by-project basis. Revenues for these projects are recognized as the work
is performed. Our animation and special effects projects accounted for
substantially all of our revenues from inception through March 31, 2000.

    We expect to receive revenues as a producer of television programming
through domestic network and cable cash licensing fees and domestic first run
syndication fees (other than for THE DOOLEY AND PALS SHOW). Domestic first run
syndication fees are generally paid in cash or as barter based on a portion of
the national advertising revenues from a project. We expect to receive revenues
as a distributor of our television programming through international
distribution fees and domestic re-run fees. Television series initially produced
for the networks and first run syndication are generally licensed to domestic
and foreign markets concurrently. The more successful series are later
syndicated in domestic markets and in certain foreign markets. The length of the
revenue cycle for television series will vary depending on the number of seasons
a series remains in active production. Revenues arising from television license
agreements are recognized in the period that the films or television series are
available for telecast and therefore may cause fluctuation in operating results.
For the programs we produce, we will incur development and marketing costs prior
to entering into production arrangements under which a third party would cover
all or part of the production expenses of our programs. For programming that we
will distribute for other producers, we will enter into arrangements with third
parties to cover all or part of the production of those programs. For example,
we are developing VAMPS and will seek a third party producer before we incur any
significant production costs, and we plan to enter into similar arrangements for
future projects.

    We expect to receive revenues from Internet advertising on our websites,
cross-promotional agreements with other websites, direct sales of our products
online, and, for our NEXTBIGSTAR.COM website, an integrated Internet and
television advertising package including Internet and television commercials,
category specific sponsorship packages, banner ads, tags and website links.
Revenues from Internet sponsorship and advertising on our websites and from
cross-promotional agreements with other websites are typically recognized
ratably over the term of the underlying contract, and revenues from direct sales
of our products online are typically recognized upon shipment of goods to the
customer. We have completed our first round of NEXTBIGSTAR.COM competition and
have begun to enter into sponsorship and advertising arrangements for
NEXTBIGSTAR.COM. We anticipate NEXTBIGSTAR.COM will be the primary source of
revenues for our Internet programming for the foreseeable future. We recognized

                                       24
<PAGE>
sponsorship revenues of $190,000 in connection with our NEXTBIGSTAR.COM
promotional bus tour during the fourth quarter of our fiscal year ended
June 30, 2000.

    We expect to receive revenues from the licensing, marketing and distribution
of our program-related merchandise, which are expected to include toys, CDs and
interactive CD-Roms, board games, apparel and home videos. Our program-related
merchandise will be manufactured and distributed by third parties with whom we
have entered or intend to enter into licensing agreements. Generally, these
manufacturers are compensated by receiving a percentage of the profits received
from the sale of these products. For example, we have entered into agreements
relating to THE DOOLEY AND PALS SHOW for toddler and infant clothing, giant
helium parade balloons, school supplies and party products.


    Since our inception, we have incurred significant operating losses. These
losses primarily result from development costs associated with building our 3-D
animation facilities, production costs for THE DOOLEY AND PALS SHOW and other
selling, general and administrative expenses. As a result, we reported a net
loss of $13,341,000 for the year ended June 30, 2000 and Lightpoint, our
predecessor, reported a net loss of $7,740,000 for the year ended June 30, 1999.
As of June 30, 2000, we had an accumulated deficit of $23,091,000. As we expand
our business, we believe that our operating expenses will increase
significantly, primarily due to additional production costs of THE DOOLEY AND
PALS SHOW, expansion costs associated with NEXTBIGSTAR.COM, development of a
significant Internet presence, related marketing, advertising and promotional
expenses, strategic partnerships and additional depreciation related to capital
expenditures. As a result, we expect to incur operating and net losses and
negative cash flow from operations for the foreseeable future.


    Our recent results of operations, including the decrease in revenues from
service animation and special effects work during the years ended June 30, 2000
and 1999 described in the comparisons below, are primarily attributable to our
strategy of creating television programming and characters which we own and
control, thereby implementing a business plan based upon the creation and
ownership of assets rather than the short-term business strategy of
service-based entertainment companies. We believe that an asset-based company is
better positioned to achieve substantially higher operating revenue and cash
flow over the long term than service-based entertainment companies. It will also
enable us to retain the distribution and ancillary rights to our programming as
well as acquire distribution rights from third parties. Distribution has
historically generated substantially higher operating margins than fees
generated solely from production. However, our strategy of creating programming
and characters which we own will not prevent us from continuing to provide, when
appropriate, our traditional services, particularly in connection with animation
and special effects projects for third parties.


    During the year ended June 30, 2000 and the year ended June 30, 1999, we
recorded employee and officer compensation expenses of $4,949,000 and
$1,615,000, respectively, of which $2,484,000 and $164,000 was non-cash
compensation, respectively. We anticipate that additional compensation expense
of approximately $2,903,000 will be recorded in connection with 270,000
outstanding options to purchase common stock at an exercise price of $0.25 per
share which vest upon the successful completion of this offering, based on an
assumed initial public offering price of $11.00 per share, the midpoint of the
offering range shown on the cover of this prospectus, which will be recorded in
our first fiscal quarter completed following the consummation of this offering.


    On July 1, 1999, Victory acquired the capital stock of Lightpoint
Entertainment, Inc. in a merger whereby Lightpoint merged with a wholly owned
subsidiary of Victory. As part of the merger, 2,072,600 shares of common stock
and 2,239,841 warrants to purchase common stock of Lightpoint were exchanged for
an equal number of common shares and warrants to purchase common shares of
Victory and the majority stockholder of Lightpoint surrendered 1,900,000 shares
of Lightpoint common stock. The transaction was accounted for as a
recapitalization of Lightpoint and a tax-free reorganization for Federal income
tax purposes.

                                       25
<PAGE>
    Victory is a holding company which was incorporated under the laws of the
State of Florida on May 27, 1999. Victory's primary subsidiaries are:

    - Victory Distribution, Inc., which oversees all distribution and
      exploitation of Victory's television and Internet programming properties
      and acquired distribution rights from third party producers and the sale
      of branded merchandise;

    - Victory Television, Inc., which develops and produces television series,
      specials and made-for-television and made-for-cable movies;

    - Victory Internet Productions, or VIP, which produces and distributes
      Internet programming. On January 18, 2000, VIP entered into an agreement
      with McMahon Communications, Inc., or MMCI, under which both VIP and MMCI
      hold a 50% membership interest in Next Big Star, LLC, a joint venture,
      which we include in our consolidated financial statements since VIP
      maintains voting control, which developed and launched NEXTBIGSTAR.COM, an
      online talent search devoted to discovering and promoting future
      entertainment talent and producing specials which will be telecast on
      broadcast television and the Internet;

    - Victory Animation Studios, Inc., which also operates as Victory f/x, which
      develops and produces animated series and long-form animated programs,
      such as television movies, and produces state-of-the-art special effects
      for Victory-produced programs and for third parties, including segments of
      major motion pictures; and

    - Lightpoint Entertainment, Inc., which produces THE DOOLEY AND PALS SHOW, a
      children's television production that will be distributed by Victory
      Distribution.

RESULTS OF OPERATIONS

THE YEAR ENDED JUNE 30, 2000 COMPARED WITH THE YEAR ENDED JUNE 30, 1999

    REVENUES.  Revenues were $310,000 for the year ended June 30, 2000, compared
to revenues of $222,000 for the year ended June 30, 1999, an increase of
$88,000, or 40%. We derived $120,000 of our revenues during the year ended
June 30, 2000 and substantially all of our revenues during the year ended
June 30, 1999 from service animation and special effects work performed for
various clients, the most significant of which was Disney i.d.e.a.s., the
commercial post-production facility located at Disney MGM Studios in Lake Buena
Vista, Florida. In addition, during the fourth quarter of our fiscal year ended
June 30, 2000, we recognized $190,000 of sponsorship revenues in connection with
our completed NEXTBIGSTAR.COM promotional bus tour. Prior to July 1999,
Lightpoint provided animation and special effect services to Disney i.d.e.a.s.
under a license agreement. Following the termination of this agreement in
July 1999, we continue to provide these services to Disney i.d.e.a.s. on a
transaction by transaction basis. Revenues from Disney i.d.e.a.s. accounted for
32% of total revenues for the year ended June 30, 2000, which followed
termination of our licensing agreement, and 76% for the year ended June 30,
1999, which was prior to the termination of the licensing agreement.

    OPERATING EXPENSES.  Operating expenses were $4,490,000 for the year ended
June 30, 2000, compared to $1,335,000 for the year ended June 30, 1999, an
increase of $3,155,000, or 236%. Operating expenses include all costs of
production and development, as well as the direct cost of revenues. This
increase is due primarily to expenses associated with the production of THE
DOOLEY AND PALS SHOW. Our pilot episode of THE DOOLEY AND PALS SHOW was produced
in September 1999 at a cost of $400,000 and the series began production in
December 1999 at an average cost of $100,000 per episode. We produced thirty-two
episodes of THE DOOLEY AND PALS SHOW as of June 30, 2000.

    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
were $4,539,000 for the year ended June 30, 2000, compared to $3,039,000 for the
year ended June 30, 1999, an increase of $1,500,000, or 49%. General and
administrative expenses include payroll and related expenses for

                                       26
<PAGE>
executive, accounting and administrative personnel. This increase was primarily
due to increased legal and consulting fees of $613,000 in connection with
financial and business advisory services and increased salaries and wages of
$646,000 due to the growth of our business. In addition, we have incurred an
increase of $168,000 in travel, lodging and entertainment costs related to the
NEXTBIGSTAR.COM bus tour, as well as an increase in marketing and promotion
costs of approximately $83,000.


    COMMON STOCK, OPTIONS AND WARRANTS ISSUED FOR GENERAL AND ADMINISTRATIVE
SERVICES.  Common stock, options and warrants issued for general and
administrative services were $3,199,000 for the year ended June 30, 2000 as
compared to $2,875,000 for the year ended June 30, 1999, an increase of $324,000
or 11.3%. We recorded compensation expense of $2,875,000 for the issuance of the
common stock and warrants to directors, consultants and legal advisors during
fiscal 1999. In fiscal 2000, we recorded amortization of unearned compensation
of $2,432,000 for the stock issued to a founder, officers and a director and
compensation of $767,000 for the issuance of options and warrants to a current
officer, directors and a former officer.


    DEPRECIATION AND AMORTIZATION EXPENSES.  Depreciation and amortization
expenses for the year ended June 30, 2000 were $404,000, compared with $348,000
for the year ended June 30, 1999, an increase of $57,000, or 16%. This increase
was primarily due to the acquisition of property and equipment used for
animation purposes and for the development of the NEXTBIGSTAR.COM website.


    INTEREST EXPENSE.  Interest expense for the year ended June 30, 2000 was
$1,071,000, compared to $357,000 for the year ended June 30, 1999, an increase
of $714,000, or 200%. This increase was due to interest incurred in connection
with the issuance of a $5,000,000 note payable on April 3, 2000 which accrues
interest at 12% per annum and the amortization of related deferred loan costs
and debt discount.


    INTEREST INCOME.  Interest income of $61,000 for the year ended June 30,
2000 is due to the interest earned on the proceeds of the private placement of
April 3, 2000. The funds were invested in commercial paper and earned interest
through June 30, 2000.


    NET LOSS.  Our net loss was approximately $13,341,000 for the year ended
June 30, 2000, compared to $7,740,000 for the year ended June 30, 1999, an
increase of $5,601,000, or 72.4%. This increase was due to the factors described
above. Because of the uncertainty regarding our future profitability, the future
tax benefits of our losses have been fully reserved for and, therefore, no
benefit for the net operating loss has been recorded. Under Section 382 of the
Internal Revenue Code, this operating loss may be limited due to ownership
changes.


THE YEAR ENDED JUNE 30, 1999 COMPARED WITH THE PERIOD FROM JULY 31, 1997
(LIGHTPOINT'S DATE OF INCEPTION) THROUGH JUNE 30, 1998

    REVENUES.  Revenues were $222,000 for the year ended June 30, 1999, compared
to revenues of $579,000 for the period from July 31, 1997 to June 30, 1998, a
decrease of $357,000, or 62%. The decrease in revenues from service animation
and special effects work is partly attributable to our increasing pursuit of
long format television and film productions both internally, such as THE DOOLEY
AND PALS SHOW, and externally. Revenues from Disney i.d.e.a.s. accounted for 76%
and 62% of total revenues for the year ended June 30, 1999 and for the period
from July 31, 1997 to June 30, 1998, respectively.

    OPERATING EXPENSES.  For the year ended June 30, 1999, operating expenses
were $1,335,000, compared to $860,000 for the period from July 31, 1997 to
June 30, 1998, an increase of $475,000, or 55%. Operating expenses include all
costs of production and development, as well as the direct costs of

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revenues. This increase was due primarily to expenses associated with the
development of THE DOOLEY AND PALS SHOW.

    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
for the year ended June 30, 1999 were $3,039,000, compared to $1,248,000 for the
period from July 31, 1997 to June 30, 1998, an increase of $1,791,000 or 144%.
This increase was primarily due to increased consulting fees of $687,000 in
connection with financial and business advisory services and increased salaries
and wages of $1,070,000 due to the growth of our business.

    COMMON STOCK, OPTIONS AND WARRANTS ISSUED FOR GENERAL AND ADMINISTRATIVE
SERVICES.  Common stock, options and warrants issued for general and
administrative services was $2,875,000 for the year ended June 30, 1999 compared
to zero for the period from July 31, 1997 to June 30, 1998. During fiscal 1999,
we recorded compensation expense of $2,164,000 related to common stock issued to
some of our directors, consultants and legal advisors and $711,000 related to
warrants issued to a consultant.

    DEPRECIATION AND AMORTIZATION EXPENSES.  Depreciation and amortization
expenses for the year ended June 30, 1999 were $348,000 compared to $137,000,
for the period July 31, 1997 to June 30, 1998, an increase of $211,000, or 154%.
This increase was due primarily to the acquisition of property and equipment
used for animation purposes.

    INTEREST EXPENSE.  Interest expense for the year ended June 30, 1999 was
$357,000, compared to $194,000 for the period from July 31, 1997 to June 30,
1998, an increase of $163,000, or 84.0%. This increase was due to interest
attributable to interest which accrued on outstanding promissory notes which
were outstanding for the entire year ended June 30, 1999 but for only a portion
of the period from July 31, 1997 to June 30, 1998.

    NET LOSS.  For the year ended June 30, 1999, our net loss was $7,740,000,
compared to $2,010,000 for the period from July 31, 1997 to June 30, 1998, an
increase of $5,730,000, or 285%. This increase was due to the factors discussed
above.

LIQUIDITY AND CAPITAL RESOURCES

    Since our inception and the inception of our predecessor, Lightpoint, we
have funded our operating cash requirements primarily through sales of privately
placed common stock and warrants and a private placement of a unit that
consisted of notes and warrants. From July 1998 to July 15, 1999, Lightpoint
raised $4,486,000 in a private placement of 1,915,000 shares of common stock and
1,915,000 warrants, and, from July 28, 1999 to December 17, 1999, Victory raised
$6,863,000 in a private placement of 1,948,625 shares of common stock and
1,948,625 warrants. At June 30, 2000, we had cash available for operations of
$1,517,000.


    In October and December of 1998, Lightpoint LLC, an affiliate of Lightpoint,
issued two promissory notes in the aggregate amount of $2,000,000 which were
used to fund the operations of Lightpoint. Lightpoint is currently subject to
litigation for amounts alleged to be due under those notes as discussed further
under "Business--Legal Proceedings."


    On April 3, 2000, Victory issued a $5,000,000 note payable and warrants to
purchase 880,000 shares of common stock in a private placement. We incurred
approximately $703,000 in costs in connection with this private placement. The
note payable is evidenced by a promissory note due the earlier of completion of
this offering or March 28, 2001, with interest at 12% per annum. The warrants
are exercisable for 800,000 shares of common stock at an exercise price of $7.00
or, if this offering is consummated, 85% of the public offering price per share
within three years of issuance. The placement agent for this private placement
also received 80,000 warrants, exercisable at $7.00 per share or, if this
offering is consummated, 165% of the public offering price per share within five
years of issuance.

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<PAGE>

    For the year ended June 30, 2000, net cash used in operating activities of
$9,369,000 was primarily attributable to our net loss of $13,341,000. The loss
was offset by depreciation and amortization of $404,000, amortization of
deferred loan costs of $226,000, amortization of debt discount of $392,000,
amortization of unearned compensation of $2,432,000 and common stock, options
and warrants issued for compensation of $766,000. Additional uses of cash were
due to the net decrease of accounts payable, accrued expenses and other
liabilities of $179,000 and increases in accounts receivable and prepaid
expenses of $79,000.


    For the year ended June 30, 1999, net cash used in operating activities of
$3,402,000 was primarily attributable to our net loss of $7,740,000, offset by
non-cash compensation in the form of warrants and shares of common stock of
$2,875,000 and an increase in accounts payable, accrued expenses and other
liabilities of $1,013,000. Additional operating sources of cash were the net
decrease in accounts receivable and prepaid expenses of $94,000.

    For the period from July 31, 1997 to June 30, 1998, net cash used in
operating activities of $877,000 was primarily due to our net loss of
$2,010,000, offset by an increase in accounts payable and accrued expenses of
$983,000. Additional operating uses of cash were the increase in accounts
receivable and prepaid expenses of $137,000.

    Net cash used for investing activities for the year ended June 30, 2000 of
$569,000 included primarily cash used to purchase property and equipment for
animation and the development of the NEXTBIGSTAR.COM website. Net cash used in
investing activities for the year ended June 30, 1999 and 1998 of $473,000 and
$1,274,000, respectively, was used primarily for purchases of production and
office equipment and intellectual property associated with THE DOOLEY AND PALS
SHOW.

    Net cash provided by financing activities for the year ended June 30, 2000
and the years ended June 30, 1999 and June 30, 1998 were $10,996,000, $4,326,000
and $2,160,000, respectively, due primarily to our private placements of
securities and issuance of notes payable.


    At June 30, 2000 and June 30, 1999, our current liabilities of $7,591,000
and $3,996,000, respectively, consisted primarily of obligations for notes
payable with applicable interest, accounts payable and accrued expenses.


    We have no material commitments for capital expenditures but anticipate
future expenditures of approximately $1,500,000 for THE DOOLEY AND PALS SHOW and
$3,000,000 for NEXTBIGSTAR.COM during the next 12 months. Included in the future
expenditures for NEXTBIGSTAR.COM is the obligation to McMahon Communications,
Inc. in the amount of $500,000, payable in monthly installments of $42,000. The
on-going funding of these projects, including the monthly payments to McMahon
Communications, Inc., is expected to be provided by the proceeds of this
offering.

    The report of our independent auditors on Lightpoint's financial statements
for the year ended June 30, 1999 and our financial statements for the year ended
June 30, 2000, included elsewhere in this prospectus, includes an explanatory
paragraph which states that our recurring losses, working capital deficit and
alleged defaults on our notes payable raise substantial doubt about our ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

    We believe our ability to continue as a going concern is dependent on the
success of THE DOOLEY AND PALS SHOW and the NEXTBIGSTAR.COM joint venture and
our ability to complete this offering. However, there can be no assurance that
THE DOOLEY AND PALS SHOW and the NEXTBIGSTAR.COM joint venture will yield
positive operating results in the future. In the event that this offering is not
consummated on a timely basis, we will need to seek additional financing from
another source, including financing for our obligations to McMahon
Communications, Inc. described above. We do not anticipate that our revenues
from operating activities during the next 12 months will be sufficient to
support our

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operations during that period. There can be no assurance that we will be able to
find alternative financing on a timely basis, if at all.

    We believe that these resources, together with the net proceeds from this
offering, will be sufficient to sustain our operations for the next 24 months.
If, however, we expand more rapidly than currently anticipated, if our working
capital needs exceed our current expectations or if we make acquisitions, we
will need to raise additional capital from equity or debt sources. Our future
liquidity and capital requirements will depend upon numerous factors, including
our ability to generate cash from advertising and distribution of our television
programming, from advertising, sponsorship and e-commerce opportunities related
to our Internet programming and our ability to generate significant licensing
and merchandising revenues. In addition, we will, from time to time consider the
acquisition of or investment in complementary businesses, services and
technologies, which might increase our liquidity requirements or cause us to
issue additional equity or debt securities.

YEAR 2000 COMPLIANCE

    The year 2000 issue is the result of computer programs being written using
two digits rather than four digits to define the applicable year. Computer
programs that have time sensitive software may recognize a date using "00" as
the year 1900 rather than 2000. As the year 2000 approached, the international
business community faced uncertainty regarding potential systems failure or
miscalculation causing disruptions of operations and temporary inability to
process transactions, send invoices or engage in normal business activities. As
of the date of this discussion, Victory has experienced no effects of the "Y2K
problem" in the hardware or software of any of its automated systems, including
those used for animation, finance or administration.

RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by SFAS 138, requires
companies to recognize all derivative contracts as either assets or liabilities
in the balance sheet and to measure them at fair value. SFAS 133, as amended by
SFAS 137, is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. Historically, we have not entered into derivative contracts and
do not expect to have any hedging activities in the future. Accordingly, the
adoption of SFAS 133 on July 1, 2000 did not affect our financial statements.

    In June 2000, the FASB issued Statement of Financial Accounting Standards
No. 139, "Rescission of FASB Statement No. 53 and Amendments to FASB Statements
No. 63, 89 and 121" ("SFAS 139"). SFAS 139 requires companies that previously
were subject to the requirements of SFAS 53 to follow the guidance in AICPA
Statement of Position No. 00-2, "Accounting by Producers and Distributors of
Films," ("SOP 00-2"). SOP 00-2 is effective for financial statements for fiscal
years beginning after December 15, 2000. We have not yet evaluated the impact of
SOP 00-2 on our financial statements.

    In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44 ("FIN 44"), Accounting for Certain Transactions Involving
Stock Compensation, an Interpretation of APB Opinion No. 25. FIN 44 clarifies
the application of Opinion No. 25 for (a) the definition of employee for
purposes of applying Opinion No. 25, (b) the criteria for determining whether a
plan qualifies as a noncompensatory plan, (c) the accounting consequences of
various modifications to the terms of a previously fixed stock option or award,
and (d) the accounting for an exchange of stock compensation awards in a
business combination. FIN 44 is effective July 2, 2000, but certain conclusions
cover specific events that occur after either December 15, 1998 or January 12,
2000. We believe that the impact of FIN 44 will not have a material effect on
our financial position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Our exposure to market rate risk for changes in interest rates relates
primarily to our investments in short- or medium-term, interest bearing,
investment grade securities and commercial paper.

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<PAGE>
                                    BUSINESS

    We are an integrated entertainment company specializing in television and
Internet programming. In addition to developing, producing and distributing
television and Internet programming, we license and market program-related
branded merchandise. We operate a state-of-the-art 3-D computer and animation
special effects studio where we develop and produce our in-house projects and
produce programming for third parties. Our current projects include the
production and distribution of THE DOOLEY AND PALS SHOW, a children's television
series; the development of VAMPS, a sci-fi dramatic series, and EXTREME TEAM and
SK8RATZ, two animated shows for children; and the production, through a joint
venture with television personality Ed McMahon, of NEXTBIGSTAR.COM, an online
entertainment talent search. We believe that the experience of our management
and our strategic relationships will enable us to enhance our position in our
primary business areas--television programming and distribution, Internet
programming, animation and special effects and branded merchandising.

    We were formed in May 1999 by our President and Chief Executive Officer,
Michael Gerber. On July 1, 1999, we acquired Lightpoint, which was founded in
July 1997 and which is now our wholly owned subsidiary. In January 2000, we
formed our NEXTBIGSTAR.COM joint venture, through our Victory Internet
Productions subsidiary, which oversees our Internet programming. We have also
established subsidiaries which are responsible for our television programming,
brand merchandising and distribution, and animation and special effects business
areas.

TELEVISION PROGRAMMING AND DISTRIBUTION

    We develop, produce and distribute television series, animated series,
specials and made-for-television movies. Development involves the
conceptualization and creation of a project. Production includes overseeing all
principal creative and business aspects of each television project, including
the hiring of production personnel and obtaining studio space, budgeting,
casting, scripting and, where applicable, animation and special effects.
Distribution involves the marketing and sales of, and the licensing of rights
to, program-related materials. Our television programming focus will be on
episodic, or series programming, and made-for-television movies. Additionally,
we are currently developing a number of dramatic and animated projects which are
specifically designed to showcase our in-house talent, technology and management
expertise in developing and producing 3-D computer animation and
state-of-the-art special effects.

    Recent developments in the television industry have created significant
opportunities for businesses engaged in the development, production and
distribution of television programming, both domestically and internationally.
In the United States, the proliferation of cable and satellite networks has
driven a demand for new programming and provided expanded markets for
programming targeted at specific demographic groups, such as children and
science fiction enthusiasts. According to Nielsen Media Research, the average
American watches 28 hours and 13 minutes of television per week and the average
American household watches approximately seven hours of television a day. The
international television market continues to expand as well, as advancements in
technology in existing and emerging markets provide a huge potential audience
for programming with broad cross-cultural appeal, such as animation and
action/adventure. We believe that this expanded market will provide us
opportunities to market and distribute our television-related merchandise.

    We expect to generate revenues from our television programming and
distribution through a combination of producer fees, international distribution
fees, domestic re-run fees and net profit sharing.

    We expect to earn producer fees for the projects we produce or co-produce
through either cash licensing fees from a network or cable station or, if the
project is sold into first run syndication, through a combination of cash and
barter fees based on a portion of the national advertising revenues

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from the project. We currently plan to co-produce VAMPS and the two animated
series in association with Fred Silverman Productions described below, as well
as other future projects.

    We plan to earn international distribution fees from the first-run sale of
projects in markets outside of the United States and domestic re-run fees for
projects following their initial network, cable or syndication commitments,
which are typically three to five years after the initial broadcast. We plan to
enter into these distribution arrangements both for projects we produce, such as
THE DOOLEY AND PALS SHOW and VAMPS, and for projects produced by third parties
which we will acquire rights to distribute. In addition, we own rights to a
feature film and 22 completed episodes of SALTY THE SEA LION, a live action
children's adventure series originally produced in 1972. We plan to distribute
television programming in virtually all media, including television, home video,
DVD, music publishing and e-commerce, but excluding theatrical distribution.

    Additionally, we plan to earn our share of the net profits of a successful
project that we develop, produce or distribute or for which we provide animation
and special effects. Net profits are typically profits attributable to a project
after the payment of fees and the recoupment of advances and expenses.

THE DOOLEY AND PALS SHOW

    We currently produce THE DOOLEY AND PALS SHOW, a children's television
series, and we have obtained commitments from public broadcasting stations that
reach over 60% of households in the United States to air THE DOOLEY AND PALS
SHOW. The theme of THE DOOLEY AND PALS SHOW is continuous adventure blending
education and entertainment and targeting the pre-school market for children
five years of age and under. Each episode uses creative and imaginative elements
to stimulate basic motor skills, develop problem solving skills and engage the
minds of children. The objective of the show is to provide a framework to
explore fundamental educational and moral values while involving and addressing
life-lessons for pre-school audiences from the beginning to the end of each
episode. THE DOOLEY AND PALS SHOW incorporates proprietary songs, dance and
settings with vibrant colors to capture the imagination of its audience. The
lead character named "DOOLEY" is a warm, engaging creature from a star "far, far
away" who loves to sing songs, play games, dance and learn. In addition to the
costume characters, each episode will include a talented cast of children,
positive adult role models and our own 3-D animation.

    The production of the pilot for THE DOOLEY AND PALS SHOW was completed in
September 1999 and we have completed the production of the 39 episodes
comprising our first broadcast season. The series was filmed at the Disney/MGM
Studios in Orlando, Florida. The show made its television debut in April 2000
and continues to premiere on local broadcasting stations on a staggered basis.

    In December 1997, Lightpoint acquired the rights associated with THE DOOLEY
AND PALS SHOW from a third party. These rights include all copyrights, trademark
rights, adoption rights, licensing rights, music rights, broadcasting rights,
video rights and all rights of distribution, display and performance by any
means or methods whether now known or hereafter invented.

OUR AGREEMENT FOR DISTRIBUTION OF THE DOOLEY AND PALS SHOW WITH SOUTH CAROLINA
  EDUCATIONAL TV

    We have an agreement with an affiliate of South Carolina Educational TV,
which we refer to as SC ETV. Under the agreement, we have granted SC ETV
exclusive rights in the United States and Canada, as well as in Puerto Rico, the
Virgin Islands and Guam, to broadcast THE DOOLEY AND PALS SHOW on SC ETV and to
sublicense THE DOOLEY AND PALS SHOW for broadcast on public broadcasting
stations for a period ending five years after we deliver the last episode of our
first broadcast season, which we anticipate will be in September 2000.

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<PAGE>
    Under the agreement, we have agreed to produce at least 39 and up to 52
half-hour episodes of the series. We have the right to terminate the agreement
after the third broadcast season if THE DOOLEY AND PALS SHOW is not airing or is
not committed to air on at least 80% of the Public Broadcasting System stations
in the United States, Canada, Puerto Rico, the Virgin Islands and Guam.

    Under the agreement, SC ETV, our public broadcasting presenting station,
promotes and distributes THE DOOLEY AND PALS SHOW on our behalf to other public
broadcasting stations. SC ETV has provided us with non-binding guidelines
relating to its commitment as our public broadcasting presenting station,
including to support the series launch and provide ongoing support, to conduct a
series of promotional activities, educational outreach activities and conference
activities and to provide research and packaging.

    We will receive no revenues from our arrangement with SC ETV and will be
required to pay up to $250,000 in expenses of SC ETV that are not covered by
third parties, such as outreach expenses covering educational materials for
daycare centers, pre-schools and elementary schools, including teachers' guides
and workbooks. In addition, we will be required to pay 5% of the net profits we
receive in connection with THE DOOLEY AND PALS SHOW in the territory, including
from merchandising. SC ETV can terminate the agreement at any time if we fail to
comply with any material terms. In addition, under a separate agreement, we are
obligated to Gary Ziedenstein, the creator of THE DOOLEY AND PALS SHOW, an
additional 8% of the gross profits, which are defined in that agreement to mean
gross profits, including profits received from the sale of merchandise we
receive from THE DOOLEY AND PALS SHOW, less fees and expenses, which include
customary production, distribution, sales and licensing and merchandising agent
fees, professional fees, taxes, and intellectual property registration and
enforcement costs.

    We believe that our agreement with SC ETV will enable THE DOOLEY AND PALS
SHOW to become a popular children's television program and will create an
opportunity for us to sell our branded merchandise. We believe public
broadcasting has an excellent record in selecting children's programs, as has
been demonstrated by such comparable shows as BARNEY, THE MAGIC SCHOOL BUS,
SESAME STREET and ARTHUR. Public broadcasting also has achieved a reputation for
airing high quality children's programming, which we believe will enhance our
ability to successfully license and market THE DOOLEY AND PALS SHOW.

VAMPS

    We are developing VAMPS, a sci-fi dramatic series. VAMPS centers around
three attractive female vampires who protect innocent humans from the predators
of the night. The dramatic situations these characters are involved in during
the day are carried over and resolved at night. VAMPS is currently targeted at a
wide audience, including adult men and women. In addition to utilizing live
actors, VAMPS incorporates the work of our in-house animation and special
effects studio to create effects that enhance the mystique and special powers of
the VAMPS characters, such as providing them with the ability to climb walls,
morph into animals or turn into mist and disintegrate their enemies.

    We have produced a demo tape and other promotional materials related to
VAMPS. We anticipate that a portion of the production financing will be borne by
the licensee or first run syndicator of VAMPS and that we will commence
production of VAMPS upon receipt of commitment for that funding. We have entered
into a number of agreements in connection with our development of VAMPS,
including an agreement with Creative Artists Agency, or CAA, to serve as our
agent to help us market VAMPS to networks, cable stations and first run
syndicators, as well as assist us in casting and engaging other creative
personnel who may be engaged to perform services.

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<PAGE>
PROJECTS IN ASSOCIATION WITH FRED SILVERMAN PRODUCTIONS

    We are currently developing two animated series targeted for the
six-to-twelve year-old market, EXTREME TEAM and SK8RATZ, in association with
Fred Silverman Productions. EXTREME TEAM centers around a retired mechanic who
builds hot-rod cars that have special powers, which the children in his suburban
neighborhood use to fight crime. SK8RATZ focuses on seven children in an urban
area who are dedicated to skateboarding and have transformed their skate boards
in order to use them in their battle against crime.

    Mr. Silverman is currently President of Fred Silverman Productions, a
multi-faceted production entity which is involved in product development for the
entertainment industry. Over the course of his career, Mr. Silverman has
directed the television programming of all three major television networks.
Mr. Silverman was responsible for the programming of many popular weekly
television shows, including THE PERRY MASON MOVIES, ROOTS, THE LOVE BOAT, HILL
STREET BLUES, CHARLIE'S ANGELS, SCOOBY-DOO, FAT ALBERT and THE SMURFS.

    Our arrangement with Fred Silverman Productions provides for a mutual
working relationship aimed at developing, producing and distributing new
television programs. This arrangement contemplates equal ownership of these
programs and all other rights derived from these programs, including music
publishing, merchandising, publications and sequels.

SALTY THE SEA LION

    We own rights to and plan to distribute a feature film and 22 television
episodes for SALTY THE SEA LION, a live-action children's television program
produced in 1972. Those rights consist of the following:

    - Domestic television distribution, including video, of the original film
      and series, and any new live action series that may be produced during the
      term of the agreement;

    - Worldwide television distribution, including video, of any new animated
      series that may be produced during the term of the agreement; and

    - Worldwide licensing of any branded merchandise stemming from the animated
      series.

INTERNET PROGRAMMING

    We develop and produce Internet programming. Our Internet programming
involves the creation, design and publishing of interactive websites. As
Internet broadcast quality approaches that of the television, we expect demand
for Internet programming to continue to increase and eventually lead to the
convergence of television, the Internet and other digital media.

    The Internet has emerged as a significant global communications medium,
enabling millions of people to access information and conduct commerce
electronically. According to International Data Corporation, the total number of
Internet users worldwide will increase from approximately 196 million in 1999 to
502 million by 2003. The Internet provides advertisers and merchants with an
attractive means of marketing and selling products and services either to a mass
audience or to a targeted demographic segment. International Data Corporation
estimates that the total value of products and services sold over the Internet
will increase from approximately $111.4 billion in 1999 to approximately $1.3
trillion by 2003. According to Forrester Research, advertising spending on the
Internet is projected to increase from $2.8 billion in 1999 to approximately
$17.2 billion in 2003. We intend to capitalize on this trend through the
production of Internet programming, including NEXTBIGSTAR.COM.

NEXTBIGSTAR.COM

    Together with television personality Ed McMahon, we produce NEXTBIGSTAR.COM,
an online entertainment talent search, where viewers vote for contestants in a
series of competitive rounds in

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18 talent categories, including comedy, modeling, children's dancing and
singing, music and pet tricks. The online talent search will be divided into
four competitions per year, each competition consisting of preliminary rounds,
quarter final rounds, semifinal rounds and a final round of competition which
will be telecast on broadcast television and the Internet. Winners will be
chosen through online voting. We have engaged Mark Anthony Entertainment, Inc.
to assist us in selling the first run syndication for the final round telecasts
beginning in October 2000 and for other promotional services. We are
contemplating the production and distribution of NEXTBIGSTAR.COM as a weekly
television series, in addition to expanding our website operations to offer a
variety of entertainment information, including celebrity chats and quizzes. Our
first cycle of competition began on April 15, 2000 and the winners of the final
rounds were selected during the week of July 15, 2000. The first finals
competition was broadcast live on the NEXTBIGSTAR.COM website on July 22, 2000.
Our second round of competition is scheduled to end in October 2000.

    We attract contestants and viewers to our website through traditional means
of advertising, cross promotional alliances with other websites and by utilizing
the name recognition of our partner, television personality Ed McMahon. In the
spring of 2000, Mr. McMahon conducted a bus tour of 40 U.S. cities in 40 days,
where we conducted live auditions. Mr. McMahon also participated in more than
160 television appearances, including such shows as LARRY KING LIVE,
ENTERTAINMENT TONIGHT and THE TONIGHT SHOW WITH JAY LENO, and over 400 radio
interviews in order to promote the website. Currently, our NEXTBIGSTAR.COM
website receives over 18,000 visitors per day.

    Contestants on NEXTBIGSTAR.COM submit their entries on a videotape, many of
which are transformed by our in-house technical staff into Internet programming,
which enables our viewers to watch these performances on our website. Our
viewers then vote online for their favorite performance in each category. The
contestants receiving the most votes advance to the next round of a tournament
style competition. The winners of the final round in each talent category for
each of our four competitions per year can win up to a total of $1 million
dollars in cash and prizes.

    We will receive revenues for NEXTBIGSTAR.COM through an integrated Internet
and television advertising package, including Internet and television
commercials, and through the direct sales of our products on our website. We
will offer our sponsors a package including Internet and television commercials,
banner ads, tags and links that provide a seamless transition to our sponsors'
websites and the opportunity to be the exclusive sponsor of a talent category
that is related to the sponsor's business. During the fourth quarter of our
fiscal year ended June 30, 2000, we recognized $190,000 of sponsorship revenues
in connection with our NEXTBIGSTAR.COM promotional bus tour.

OUR AGREEMENT WITH MCMAHON COMMUNICATIONS REGARDING NEXTBIGSTAR.COM

    Our agreement with Ed McMahon provides that each of Victory and McMahon
Communications, Inc., which we refer to as MMCI, will have a 50% membership
interest in the NEXTBIGSTAR.COM joint venture, which is structured as a limited
liability company. These arrangements are set out in an operating agreement and
a related agreement among members, each dated January 14, 2000, between Victory
and MMCI. Michael Gerber, our founder and chief executive officer, and
Mr. McMahon are the managers of NEXTBIGSTAR.COM. Our voting arrangements with
NEXTBIGSTAR.COM provide that, while Michael Gerber is employed by Victory,
Victory will maintain voting control over the operations of NEXTBIGSTAR.COM.

    Victory and MMCI have agreed that Victory will be responsible for the
day-to-day operations of the NEXTBIGSTAR.COM website and Victory and MMCI will
be jointly responsible for the content of the Internet programming on the
website. After the launch of the NEXTBIGSTAR.COM website, which occurred on
January 28, 2000, the joint venture commenced the development of television
specials, for which Victory and MMCI will serve as co-producers.

                                       35
<PAGE>
    We will receive a management fee of 10% of the gross revenues received from
the NEXTBIGSTAR.COM website in the form of fees, advances, royalties or profit
participations. In addition, we will act as worldwide distributor for all media
related to NEXTBIGSTAR.COM, for which we will receive customary fees and
expenses. Beginning April 15, 2000, MMCI receives an annual payment of $500,000
which is paid on a monthly basis from our working capital.

    Under the operating agreement, net profits of NEXTBIGSTAR.COM are allocated
to the members evenly on a pro rata basis and net losses are allocated solely to
Victory. Since Victory maintains voting control over the operations of
NEXTBIGSTAR.COM under a voting arrangement, the financial statements of
NEXTBIGSTAR.COM are included in Victory's consolidated financial statements. In
the event Mr. McMahon is unable to continue to carry out his duties, due to
death or otherwise, MMCI will sell its interests back to the joint venture
unless, under limited circumstances, an acceptable successor can be found.

STRATEGIC RELATIONSHIPS RELATING TO NEXTBIGSTAR.COM

    In order to operate NEXTBIGSTAR.COM and to enhance the capabilities of and
generate traffic to the NEXTBIGSTAR.COM website, we have established strategic
relationships with:

    - MICROSOFT CORPORATION--WINDOWS MEDIA PLAYER. NEXTBIGSTAR.COM has entered
      into a strategic alliance with Microsoft under which NEXTBIGSTAR.COM uses
      Microsoft's Media Player software in exchange for our permitting Microsoft
      to advertise NEXTBIGSTAR.COM'S use of its product. Microsoft's Media
      Player enables us to provide streaming video and high quality sound on our
      websites.

    - MICROSOFT NETWORK (MSN). NEXTBIGSTAR.COM has entered into a second
      agreement with Microsoft under which MSN Entertainment Channel promotes
      NEXTBIGSTAR.COM on its entertainment page and celebrity page. In addition,
      the agreement provides for links between pages located on the MSN
      Entertainment Channel and NEXTBIGSTAR.COM and NEXTBIGSTAR.COM'S promotion
      of MSN.

    - EXODUS COMMUNICATIONS, INC. Exodus has agreed to maintain and operate the
      hardware to run our NEXTBIGSTAR.COM website.

    - IBEAM BROADCASTING CORPORATION. iBEAM will provide us with broadcasting
      and bandwidth services through its proprietary streaming audio and video
      Internet delivery network.

ANIMATION AND SPECIAL EFFECTS

    We produce state-of-the-art animation and special effects, including
multimedia 3-D graphics and animation, for our own programming as well as
programming for third parties. Our animation and special effects team is led by
Art David, a member of the special effects team for the feature motion picture
THE MATRIX. Many of our competitors for the development and production of
television and Internet programming do not have in-house animation and special
effects studios or staff, and are thus compelled to contract with third parties
for those services, which may result in higher production cost and lower quality
control.

    Our animation and special effects team transforms a concept for an animated
program into the lively three dimensional characters that appear in our animated
programming. Our concept artists design the characters and environments that
appear in our programs. Through the use of storyboards, an episode is then
created. Our characters are then modeled into three dimensional characters. Once
the animated segments are completed, they are sent to our rendering specialist,
who adds lighting and shadows to the animated scenes, in order to produce the
finished product that will appear on a television screen. Our animation and
special effects team currently provides animation for THE DOOLEY AND PALS SHOW
and is developing EXTREME TEAM and SK8RATZ.

                                       36
<PAGE>
    We believe that the use of special effects has become an integral component
of television and movie production. We will continue to produce state-of-the-art
special effects work for our own in-house television projects, as well as for
third party projects, including major motion pictures. Our ability to offer
in-house animation and special effects together with our television programming
and distribution and Internet programming will allow us to maximize synergies
when developing and producing our projects and projects for third parties, which
may provide us with a competitive advantage.

    We receive revenues from Disney i.d.e.a.s. for animation and special effects
services which accounted for 32%, 76% and 62% of our total revenue for the year
ended June 30, 2000, the year ended June 30, 1999 and the period from July 31,
1997 through June 30, 1998, respectively. Revenues from our animation and
special effects projects accounted for substantially all of our revenues through
March 31, 2000.

BRANDED MERCHANDISE

    Through public television exposure and worldwide licensing arrangements, we
intend to position DOOLEY and character-related products from THE DOOLEY AND
PALS SHOW to capitalize on the market for branded children's television
products. Successful marketing campaigns for branded children's television
characters, such as BARNEY and TELETUBBIES, have generated significant revenues
for the holders of the associated merchandising and licensing rights. We intend
to generate similar opportunities for our other television and Internet
programming projects, which we will target to the appropriate audiences.

    We will offer a wide variety of branded, retail merchandise through both a
domestic and international licensing program and a direct sales effort. We and
our licensees will market our merchandise worldwide through a variety of
distribution channels, including mass market and specialty retailers, our
television programs and Internet sites.

    We intend to build a video library containing programming from our
television shows as well as programs specifically designed for home video use.
Our original music for our programming includes theme songs for our performers.
Music is an integral part of the entertainment experience in our television
programs. Additional revenue may also be generated from the home video market
and from music publishing, songbooks and records.

    We will receive revenues from the licensing, marketing and distribution and
direct sales of our program-related merchandise, including toys, CDs and
interactive CD-Roms, board games, apparel and home videos.

LICENSING AND MARKETING RELATIONSHIPS

    Images of our characters will appear on numbers of retail products,
including various types of apparel, toys and video games, and a wide assortment
of other items. We intend to retain creative approval over all licensed
products.

    Under a five year agreement with Stalwart Productions, which extends through
June 2004, we have granted Stalwart an exclusive worldwide license, except in
Asia, to procure licensing agreements with third parties for the manufacture,
advertising, distribution and sale of products and merchandise based on the
names, characters and visual representations used in THE DOOLEY AND PALS SHOW.
Under this agreement, we retain the right to pre-approve the type, quality and
style of any product to be distributed.

                                       37
<PAGE>
    Our licensing agreements for DOOLEY-related products include agreements
with:

    - Allison Manufacturing Co. for the manufacturing, distribution, sale and
      advertising in the U.S. for toddler and infant clothing in mid-tier and
      mass market distribution channels and an agreement with Starbound
      Entertainment to manufacture giant helium parade balloons;

    - Pyramid Accessories for the manufacture, sale and distribution of
      DOOLEY-related products including backpacks, lunch kits, rain coats and
      paper notebooks;

    - Unique Industries for the manufacture, sale and distribution of
      DOOLEY-related paper plates and party products;

    - High Point Knitting, Inc. for the manufacture, sale and distribution of
      DOOLEY-related socks and underwear;

    - S. Goldberg & Co. for the manufacture, sale and distribution of
      DOOLEY-related children's footwear;

    - Franco Manufacturing for the manufacture, sale and distribution of
      DOOLEY-related sheets and towels; and

    - Drew Pearson Marketing for the manufacture, sale and distribution of
      various types of DOOLEY-related hats.

COMPETITION

    The areas in which we operate are highly competitive, and many of the
companies with which we compete are substantially larger, have better name
recognition and have more substantial and lengthy operating histories,
backgrounds, experience, and records of successful operations. They also have
significantly greater financial, technical, marketing, production, distribution
and other resources than we now have, or that we will have in the foreseeable
future.

    TELEVISION PROGRAMMING AND DISTRIBUTION.  Our projects will compete for air
time, time slots and ratings against current shows that have established viewer
loyalty and against new shows that may have significantly greater financial
resources than we do. In addition, we will compete on the basis of relationships
and pricing for access to a limited supply of facilities and talented creative
personnel to produce our projects. Competitors include television producers and
distributors such as PARAMOUNT TELEVISION, PEARSON ALL AMERICAN, SABAN
ENTERTAINMENT, NELVANA ENTERPRISES, NEW LINE TELEVISION, TWENTIETH CENTURY
TELEVISION, MGM TELEVISION, WARNER BROS. TELEVISION, CBS BROADCAST
INTERNATIONAL, COLUMBIA TRISTAR TELEVISION, BUENA VISTA TELEVISION and UNIVERSAL
TELEVISION GROUP.

    INTERNET PROGRAMMING.  With respect to our Internet programming, we compete
with:

    - other online talent search websites, such as Dick Clark's
      YOURBIGBREAK.COM, and other general entertainment websites, such as
      MTV.COM and LAUNCH.COM, to attract viewers; and

    - online content providers as well as traditional media such as television,
      radio and print, for a share of advertisers' total advertising budgets.

    ANIMATION AND SPECIAL EFFECTS.  We compete with specialty animation and
special effects boutiques, such as Pixar and Industrial Light and Magic.

    BRANDED MERCHANDISE.  We compete with the holders of rights to marketable
shows and characters, such as BARNEY, BLUES CLUES and TELETUBBIES.

    There can be no assurance that we will be able to compete successfully, or
that the competitive pressures faced by us will not harm our business.

                                       38
<PAGE>
INTELLECTUAL PROPERTY

    To protect our intellectual property, we rely on a combination of copyright,
trademark and service mark law, trade secret protections and confidentiality and
non-disclosure agreements and other contractual arrangements with our employees
and third parties. We file for copyright protection for our programming and
characters. In addition, "DOOLEY" is our registered trademark, and we have
applied for federal registration of the marks "DOOLEY AND PALS," "THE DOOLEY AND
PALS SHOW," "NEXTBIGSTAR.COM," "NEXTBIGSTAR.COM" design and
"THENEXTBIGSTAR.COM." We cannot assure you that the steps we have taken to
protect our intellectual property rights will be adequate or that third parties
will not infringe or misappropriate our proprietary rights. Effective trademark,
copyright and trade secret protection may not be available in every country in
which we operate to the extent available in the United States.

    We believe that intellectual property protection is most applicable in the
entertainment industry for characters like DOOLEY and shows like THE DOOLEY AND
PALS SHOW that generate marketing and licensing opportunities. While we intend
to vigilantly police and protect our intellectual property against
misappropriation by others, we may be unable to detect this unauthorized use or
take appropriate steps to enforce our intellectual property rights. Defending
our intellectual property rights could also result in the expenditure of
significant financial and managerial resources, which could harm our business.

    We may license some of our proprietary rights, such as our trademarked or
copyrighted material, to third parties. Some of our licensees may take actions
or fail to take actions, which actions or failure to act may adversely affect
the value of our proprietary rights or reputation, which could harm our
business.

    Although we believe that our proprietary rights do not infringe on the
intellectual property rights of others, other parties may assert claims against
us that we have misappropriated a trade secret or infringed a patent, copyright,
trademark or other proprietary right belonging to them.

LEGAL PROCEEDINGS


    On May 12, 1999, Lightpoint was sued by CMI International Holdings Ltd., or
CMI, in the Circuit Court of the Ninth Judicial Circuit in the State of Florida
for its alleged failure to pay $2,000,000 principal plus accrued interest on two
outstanding promissory notes. Following dismissal of the suit on July 16, 1999,
CMI filed an amended complaint naming Lightpoint, LLC, an entity which was under
common control with Lightpoint prior to our acquisition, as well as the two
former Lightpoint officers who executed the promissory notes, as parties to the
suit. The amended complaint also included additional charges, including a charge
of unjust enrichment. Lightpoint filed a motion to dismiss the amended complaint
on July 23, 1999 on the grounds of failure to provide evidence that the
requisite documentary stamp taxes were paid. We show a liability of $2,820,417
for notes payable and accrued interest relating to these promissory notes on our
balance sheet as of June 30, 2000.


    On September 6, 2000, we entered into a stipulation to settle this
litigation upon consummation of this offering through the payment to CMI of
$1,000,000 in cash and the issuance to CMI's affiliate, CMC Magnetics
Corporation, or CMC, of the number of shares of our common stock determined by
dividing $1,500,000 by 85% of the public offering price per share of our common
stock, or 160,428 shares assuming a public offering price of $11.00 per share,
the midpoint of the range shown on the cover of this prospectus. In connection
with the settlement, CMI and CMC will also relinquish any rights they may have
under a distribution agreement with Lightpoint relating to Asia. The settlement
is contingent upon the successful completion of this offering. We have filed a
shelf registration statement with respect to resales by CMC of the 160,428
shares described above. If this registration statement is not effective on the
181st day following the closing date of this offering, we are obligated to pay
CMC an additional $500,000.

                                       39
<PAGE>
    In connection with the settlement of the CMI litigation, we and CMI and CMC
may enter into mutual releases with the former Lightpoint officers referred to
above. Under this arrangement, we anticipate that one of these former officers
will relinquish 25,000 shares of our common stock and that the other former
officer will relinquish 75,000 shares of our common stock and options to
purchase 50,000 shares of our common stock at an exercise price of $0.25 per
share and receive a cash payment from us of approximately $400,000, which we
would pay out of the proceeds of this offering. The information in this
prospectus has not been adjusted to reflect the retirement of these shares and
options or the related cash payment.

    From time to time, we are subject to other claims and suits arising in the
course of our business, none of which we believe is likely to materially harm
our business.

EMPLOYEES

    As of June 30, 2000, we had 30 full-time employees, including six employees
of NEXTBIGSTAR.COM. We consider our relationships with our employees to be good.
None of our employees are covered by collective bargaining agreements. We have
never experienced an employment-related work stoppage. We intend to recruit and
employ additional staff as we implement our growth plan and as working capital
permits. We also retain various consultants on a contractual basis as needed for
management, legal, accounting, development, distribution and production
services.

FACILITIES

    Our corporate offices are located in approximately 12,000 square feet of
office space at Universal Studios in Orlando, Florida 32819. This lease expires
on December 31, 2000.

    In order to accommodate our expansion plans for our animation and special
effects studios, we have rented a 5,000 square foot facility in Orlando,
Florida. This lease expires on September 30, 2003. Our animation and special
effects studios are now strategically located within an entertainment-based
complex which includes post-production facilities and commercial production and
graphic design companies.

    We have entered into a productions facilities agreement with Disney
Production Services for the production of THE DOOLEY AND PALS SHOW at Disney's
production facilities in Orlando, Florida, which provides for facilities,
equipment and staffing. The agreement has been extended through the end of our
post-production for our first broadcast season for THE DOOLEY AND PALS SHOW,
which we anticipate will be in September 2000.

    We occupy additional space of approximately 1,500 square feet to house our
NEXTBIGSTAR.COM operations in Orlando, Florida under a six month arrangement.

                                       40
<PAGE>
                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

    Our directors and executive officers are as follows.


<TABLE>
<CAPTION>
NAME                                       AGE                           POSITION
----                                     --------   --------------------------------------------------
<S>                                      <C>        <C>
Michael H. Gerber......................      56     Chairman of the Board, President and Chief
                                                    Executive Officer and President of Victory
                                                    Internet Productions
Edgar N. Millington, Jr................      36     Chief Financial Officer, Vice President, Treasurer
                                                    and Secretary and Interim President and Secretary
                                                    of Lightpoint
Art David..............................      41     President of Victory Animation Studios
Jacob (Kobi) Jaeger....................      61     President of Victory Television, Inc.
Michael Collyer........................      58     Director
Paul Henderson.........................      41     Director
Michael Jay Solomon....................      62     Director
Charles Wilner.........................      34     Director
</TABLE>


    MICHAEL H. GERBER is our founder and has served as our Chairman of the
Board, Chief Executive Officer and President since our inception in May 1999.
Mr. Gerber has also served as the President of Victory Internet Productions
since January 2000 and served as President of Victory Television, Inc., from
June 1999 through July 2000.

    From September 1992 through January 1999, Mr. Gerber operated Gerber
Entertainment Group, which he formed to develop and package television programs
and feature films. Projects include the special THE MYSTERY OF THE SPHINX (NBC)
and THE MYSTERIOUS ORIGINS OF MAN (NBC), both hosted by Charlton Heston;
LIBERATION OF THE NAZI CONCENTRATION CAMPS for The Discovery Channel; THE NEWZ,
a late night sketch comedy for Columbia Tristar Television; programming and
marketing consultant to numerous production and financial companies, including:
Simitar Entertainment, Seventeen Magazine, The Kentucky Derby, The Epic
Adventures of Tarzan, Grosso-Jacobson Entertainment, The Salkind/ Chaplin
Company, Towers of London, Small Business 2000 (PBS), New Networks, Inc., and
The Lewis Horwitz Organization, a division of Imperial Bank. Mr. Gerber is the
producer of the documentary entitled STORIES OF THE HOLOCAUST IN ASSOCIATION
WITH THE ANTI-DEFAMATION LEAGUE, hosted by Hector Elizondo.

    Between 1980 and 1992, Mr. Gerber held a variety of senior level positions
with Viacom Enterprises, rising from Vice President-Business Affairs in 1980 to
President of the television division in 1988, with primary responsibility over
first run development, production, marketing and sales, all international
distribution activities and all program acquisitions. At Viacom, Mr. Gerber was
responsible for the acquisition of more than 750 feature films, including:
AMADEUS; THE AFRICAN QUEEN; DEATH WISH II, III and IV; THE DELTA FORCE; HELTER
SKELTER; PETER THE GREAT; SUPERMAN III AND IV; CONAN; KENNY ROGERS AS THE
GAMBLER; and SANTA CLAUS: THE MOVIE. In the off-network area, Mr. Gerber was
responsible for such acquisitions as: ROSEANNE from Carsey-Werner, THE
HONEYMOONERS, LOST EPISODES from Jackie Gleason and THE GARY SHANDLING SHOW. In
the first-run area, Mr. Gerber oversaw the launch and marketing of such series
as THE MONTEL WILLIAMS SHOW, MTV VIDEO MUSIC AWARDS, DOUBLE DARE (NICKELODEON)
and the ADVENTURES OF SUPERBOY. During Mr. Gerber's tenure at Viacom, the
company acquired over $250 million of programming and generated over $2 billion
in sales, including the launch of THE COSBY SHOW for more than $1 billion in
syndicated sales.

    Between 1973 and 1979, Mr. Gerber held various senior level positions with
Allied Artists Pictures Corporation, with primary responsibility for the
negotiation and structure of production, financing and distribution agreements
for such motion pictures as CABARET, PAPILLON and THE MAN WHO WOULD BE KING.
From 1971 to 1973, Mr. Gerber served as assistant general counsel of Columbia
Pictures Industries, the

                                       41
<PAGE>
parent of Columbia Pictures Television. From 1969 to 1971, Mr. Gerber was in the
law department of Columbia Pictures Television. Mr. Gerber has a B.A. in
Economics from St. John's University and a J.D. from St. John's University
School of Law.

    EDGAR N. MILLINGTON, JR. has served as our Vice President, Treasurer and
Secretary since July 1999 and as Chief Financial Officer since February 2000.
Mr. Millington has also served as the Interim President and Secretary of
Lightpoint since July 1999. From September 1998 to June 1999, Mr. Millington
served as Controller of Lightpoint. From July 1996 to September 1998,
Mr. Millington served as a finance manager and assistant controller for the
American Security Insurance Company. From June 1992 to July 1996,
Mr. Millington ran a private accounting practice. Mr. Millington has a B.A. from
the Georgia Institute of Technology, College of Management. Mr. Millington is a
certified public accountant licensed in the state of Georgia since 1988.

    ART DAVID has served as President of Victory Animation Studios, Inc., one of
our subsidiaries, since June 1999. From January 1995 to June 1999, Mr. David
formed and operated Wavelight Digital Images, a special effects studio, which
created the special effects for such films as DIE HARD 3, JUDGE DREDD, CONTACT,
STARSHIP TROOPERS and THE MATRIX. From November 1989 to January 1995, he was at
Disney/Post Group designing and executing visual effects and graphic production.
From November 1984 to November 1989, Mr. David was an editor at Turner
Broadcasting System. Mr. David has a B.A. in television and radio production
from Florida State University.

    JACOB (KOBI) JAEGER has served as President of Victory Television, Inc., one
of our subsidiaries, since June 2000. From February 1999 through June 2000,
Mr. Jaeger worked as an independent consultant. From June 1994 through January
1999, Mr. Jaeger served as General Manager and co-chairman of Declare Holdings,
Inc., a developer of television and motion pictures, through its audiovisual
production center in St. Maarten. From January 1989 through May 1994,
Mr. Jaeger served as President of Santa Anna Productions and EuroPanda S.R.L. in
Milan, Italy. From February 1986 to June 1990, Mr. Jaeger served in various
international co-production partnerships through his releasing company Franklin
Media and his own production company, Kobi Jaeger, Inc. From November 1980 to
January, 1986, Mr. Jaeger served as President of News Group Productions, a
subsidiary of News Ltd. Group, a Rupert Murdoch company. Mr. Jaeger's production
credits include Kafka's THE TRIAL starring Anthony Hopkins and Kyle MacLachlan
and written by Harold Pinter, FRANKENSTEIN UNBOUND starring Joan Hurt and Raul
Julia and the TV series TV STAR, the precursor of the long-running CURRENT
AFFAIRS TV program. Mr. Jaeger also produced the feature film SALTY for
Twentieth Century Fox and the ensuing TV series SALTY THE SEA LION for ABC.

    MICHAEL COLLYER has served as a director since July 1999. Mr. Collyer is a
partner at the law firm Kay Collyer & Boose LLP, where he practices in the
entertainment area. From 1966 to 1969, Mr. Collyer taught business law at
Columbia University. Mr. Collyer is on the board and serves as the National
Chairman of the National Academy of Television Arts and Sciences. He is the
author of MOTION PICTURES AND TELEVISION UNDER THE NEW COPYRIGHT STATUTE and is
the author of chapters on Television and Television Program Development for the
New York State Bar Association's book ENTERTAINMENT LAW. Mr. Collyer is also a
member of the Committee on Entertainment Law of the Association of the Bar of
the City of New York and a member of the New York City Mayor's Advisory Council
on Film and Broadcasting. He is a frequent lecturer and/or panelist at N.Y.U.
Film School, Brooklyn Law School, NAPTE, MIP-TV, MIPCOM and Banff Television
Film Festival. Mr. Collyer has a B.A. from Williams College and a LL.B. from
Columbia University.

    PAUL HENDERSON has served as a director since January 2000. Mr. Henderson
has been the Chairman and Chief Executive Officer of Interbanc Mortgage
Services, Inc., a mortgage banking firm located in Orlando, since April 1991.
Mr. Henderson attended the University of Rhode Island and studied business
administration.

                                       42
<PAGE>

    MICHAEL JAY SOLOMON has served as a director since August 2000. Since
November 1999, Mr. Solomon has been the Chairman and Chief Executive Officer of
MAXX International Inc., a full service rights management company. Since
September 1994, Mr. Solomon has served as chairman of his own companies, Solomon
International Enterprises and Solomon Broadcasting International. Mr. Solomon
also has interests in Latin American television networks and production
companies in Latin America and Europe. From 1989 to 1994, Mr. Solomon was the
President of Warner Bros. International Television. From 1985 to 1989,
Mr. Solomon served as President of Lorimar Pictures. From 1978 to 1985,
Mr. Solomon served as Chairman and CEO of Tele-pictures Corporation, which he
co-founded. Mr. Solomon serves on the Board of Directors of the International
Council of the National Academy of Television Arts and Sciences and New York
University's Stern School of Business. He also currently serves on the board of
directors of Team Communications. Mr. Solomon was educated at Emerson College
and New York University Stern School of Business. He holds an honorary Doctor of
Law degree from Emerson College.



    CHARLES WILNER has served as a director since July 1999. Mr. Wilner has been
the General Manager and Compliance Officer for Galleon Merchant Banking, Inc.
since March 1999. From April 1998 to December 1999, Mr. Wilner served as the
Manager of Merit Advisors Group, Inc., a financial consulting firm. From
September 1997 to April 1998, Mr. Wilner served as an independent financial
consultant. From September 1995 to September 1997, Mr. Wilner was an operations
manager for Borders & Accents, Inc. Mr. Wilner is also an adjunct professor at
Barry University, where he teaches undergraduate business courses. Mr. Wilner
received a B.A. in Economics from the University of Connecticut and an M.B.A.
from Barry University.


BOARD OF DIRECTORS

    Our board of directors currently consists of five individuals. Our directors
are elected at our annual shareholders meeting. The term of each director ends
at the next annual meeting of shareholders. Our articles of incorporation and
bylaws provide that directors can be removed with or without cause by a majority
of the shareholders. Our arrangement with Weatherly Securities Corp., the lead
underwriter of this offering, provides Weatherly with the right to designate one
nominee to our board of directors for a period of three years. Officers are
chosen by and serve at the discretion of the board of directors.

    COMMITTEES OF THE BOARD OF DIRECTORS.  We have two standing committees, an
audit committee and a compensation committee. Messrs. Collyer, Wilner and
Henderson have been appointed as the members of the audit committee and
Messrs. Collyer and Wilner have been appointed as the members of our
compensation committee. As additional persons join our board of directors
following this offering, the membership of these committees may be modified.

    AUDIT COMMITTEE.  The audit committee reviews our auditing, accounting,
financial reporting and internal control functions and makes recommendations to
the board for the selection of independent accountants. In addition, the
committee monitors the quality of our accounting principles and financial
reporting, as well as the independence of our independent accountants. Upon the
consummation of this offering, our audit committee will be comprised of three
independent directors in accordance with requirements of the Nasdaq National
Market. In discharging its duties, the audit committee:

    - reviews and approves the scope of the annual audit and the independent
      accountant's fees;

    - meets independently with our internal auditing staff, our independent
      accountants and our senior management; and

    - reviews the general scope of our accounting, financial reporting, annual
      audit and internal audit program, matters relating to our internal control
      systems and the results of the annual audit.

    COMPENSATION COMMITTEE.  The compensation committee determines the
compensation for employee directors and, after receiving and considering the
recommendations of our President, all of

                                       43
<PAGE>
our officers and any other employee that the committee may designate from time
to time. In addition, the committee approves and administers employee benefit
plans.

    OTHER COMMITTEES.  Our board of directors may establish other committees
from time to time to facilitate the management of our business and affairs.

    DIRECTOR COMPENSATION.  Directors do not receive any cash compensation for
their service as members of the board of directors, but they are reimbursed for
reasonable out-of-pocket expenses incurred in connection with their attendance
at meetings of the board of directors and committee meetings. Directors are
eligible to receive options to purchase common stock under our stock option
plan. On January 10, 2000, we issued warrants to purchase 50,000 shares of our
common stock to Mr. Henderson at an exercise price of $.001 per share and
granted options to purchase 100,000 shares of our common stock to him at an
exercise price of $.001 per share for services as director, 50,000 of which
vested immediately and 50,000 of which will vest after one year if
Mr. Henderson remains on our board of directors. On April 18, 2000, we granted
to Messrs. Collyer and Wilner options to purchase 35,000 and 10,000 shares of
our common stock, respectively, at an exercise price of $3.50 per share, for
services as directors.

    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.  Our
compensation committee currently consists of Messrs. Collyer and Wilner. None of
our executive officers has served as a director or member of the compensation
committee of any other entity whose executive officers served on our board of
directors or compensation committee.

EXECUTIVE OFFICER COMPENSATION

SUMMARY COMPENSATION

    The table below shows information regarding the annual and long-term
compensation for our chief executive officer for our fiscal years ended
June 30, 1999 and 2000 and for each of our other executive officers, who joined
Victory after June 30, 1999, for our fiscal year ended June 30, 2000.
<TABLE>
<CAPTION>
                                                                                        LONG TERM COMPENSATION
                                                                                 -------------------------------------
                                                 ANNUAL COMPENSATION                      AWARDS             PAYOUTS
                                        --------------------------------------   ------------------------   ----------
                                                                                               SECURITIES
                                                                                 RESTRICTED    UNDERLYING
                                                                OTHER ANNUAL        STOCK       OPTIONS/       LTIP
NAME AND PRINCIPAL POSITION    YEAR     SALARY($)   BONUS($)   COMPENSATION($)   AWARD(S)($)    SARS(#)     PAYOUTS($)
---------------------------  --------   ---------   --------   ---------------   -----------   ----------   ----------
<S>                          <C>        <C>         <C>        <C>               <C>           <C>          <C>
Michael H. Gerber........      2000     $208,333)      --             --               --            --          --
  Chief Executive Officer,     1999           (1       --             --               --            --          --
  President and Chairman of
  the Board
Edgar N. Millington, Jr...     2000     $ 90,500       --             --               --        10,000          --
  Chief Financial Officer,
  Treasurer and Secretary
Art David................      2000     $150,000       --             --               --        25,000          --
  President of Victory
  Animation Studios, Inc.
Jacob (Kobi) Jaeger......      2000           (3)      --             --               --        25,000          --
  President of Victory
  Television, Inc.

<CAPTION>

                                ALL OTHER
NAME AND PRINCIPAL POSITION  COMPENSATION($)
---------------------------  ---------------
<S>                          <C>
Michael H. Gerber........        $30,600(2)
  Chief Executive Officer,       $ 2,550(2)
  President and Chairman of
  the Board
Edgar N. Millington, Jr...            --
  Chief Financial Officer,
  Treasurer and Secretary
Art David................             --
  President of Victory
  Animation Studios, Inc.
Jacob (Kobi) Jaeger......             --
  President of Victory
  Television, Inc.
</TABLE>

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

(1) Mr. Gerber commenced his employment on May 27, 1999. Mr. Gerber's annualized
    salary for the fiscal year ended June 30, 1999 was $225,000.

(2) Consists of car rental and residence lease payments. The amount provided for
    the fiscal year ended June 30, 1999 does not include 5,000,000 founder
    shares of our common stock purchased by

                                       44
<PAGE>
    Mr. Gerber at par value on May 27, 1999. The value of these shares at a
    price per share of $11.00, the midpoint of the range shown on the cover of
    this prospectus, is $55,000,000.

(3) Mr. Jaeger commenced employment on June 18, 2000. Mr. Jaeger's annualized
    salary for the fiscal year ended June 30, 2000 was $150,000.

OPTION/SAR GRANTS IN FISCAL 2000

    The table below shows information regarding stock options and freestanding
stock appreciation rights, or SARS, granted to our chief executive officer and
our other executive officers during the fiscal year ended June 30, 2000. The
assumed rates of appreciation of 5% and 10% are hypothetical rates of stock
price appreciation selected by the SEC and are not intended to, and do not,
forecast or assume actual future stock prices. We believe that stock price
appreciation, if any, is unpredictable, and we are not aware of any formula that
will determine with any reasonable accuracy the present value of stock options.
No gain to optionees is possible without an appreciation in stock prices, and
any increase will benefit all shareholders commensurately. We cannot assure you
that the amounts reflected in this table will be achieved.

<TABLE>
<CAPTION>
                                                                                         POTENTIAL REALIZABLE VALUE
                                                                                              AT ASSUMED ANNUAL
                                                                                            RATES OF STOCK PRICE
                                                                                                APPRECIATION
                                  INDIVIDUAL GRANTS                                          FOR OPTION TERM (2)
--------------------------------------------------------------------------------------   ---------------------------
                                 NUMBER OF      % OF TOTAL
                                 SECURITIES    OPTIONS/SARS
                                 UNDERLYING     GRANTED TO    EXERCISE OR
                                OPTIONS/SARS   EMPLOYEES IN   BASE PRICE    EXPIRATION
NAME                            GRANTED (#)    FISCAL YEAR      ($/SH)         DATE         5%($)          10%($)
----                            ------------   ------------   -----------   ----------   ------------   ------------
<S>                             <C>            <C>            <C>           <C>          <C>            <C>
Michael H. Gerber.............         --            --            --              --            --             --
Edgar N. Millington, Jr.......     10,000           4.9%           (1)        5/19/03      $127,300       $146,400
Art David.....................     25,000          12.3%           (1)        5/19/03      $318,250       $366,000
Jacob (Kobi) Jaeger...........     25,000          12.3%           (1)        6/19/03      $318,250       $366,000
</TABLE>

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

(1) Exercisable at the initial public offering price and vest upon consummation
    of this offering over a three-year period.

(2) Based on an assumed initial public offering price of $11.00.

AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR VALUES

    The table below shows information concerning the exercise of stock options
and freestanding SARs during the fiscal year ended June 30, 2000 by our chief
executive officer and our other executive officers and the value of unexercised
stock options and freestanding SARs held as of June 30, 2000. The value of
unexercised in the money options/SARS at fiscal year end is determined by
subtracting the exercise price from the fair market value of the common stock
based on an assumed initial public offering price of $11.00 per share, the
midpoint of the range shown on the cover of this prospectus, multiplied by the
number of shares underlying the options.

<TABLE>
<CAPTION>
                                                                  NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                                       UNDERLYING                   IN-THE-MONEY
                                                                UNEXERCISED OPTIONS/SARS            OPTIONS/SARS
                                        SHARES                   AT FISCAL YEAR END (#)        AT FISCAL YEAR END ($)
                                     ACQUIRED ON     VALUE     ---------------------------   ---------------------------
NAME                                 EXERCISE (#)   REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                 ------------   --------   -----------   -------------   -----------   -------------
<S>                                  <C>            <C>        <C>           <C>             <C>           <C>
Michael H. Gerber..................       --           --            --             --            --                --
Edgar N. Millington, Jr............       --           --            --         30,000            --          $215,000
Art David..........................       --           --            --         75,000            --          $537,500
Jacob (Kobi) Jaeger................       --           --            --         25,000            --          $      0
</TABLE>

                                       45
<PAGE>
EMPLOYMENT CONTRACTS

    MICHAEL H. GERBER.  We have entered into an amended and restated five year
employment agreement with Michael H. Gerber, our Chief Executive Officer and
President, which commenced July 1, 2000. Upon its expiration, the agreement will
automatically renew for successive one year terms unless we or Mr. Gerber decide
not to renew and provide a written notice to the other party at least 90 days
prior to the scheduled expiration date.

    The agreement provides that Mr. Gerber will be the most senior executive
reporting to our board of directors and requires Mr. Gerber to devote his full
time and attention to us. Mr. Gerber's initial annual base salary of $250,000 is
subject to a minimum increase of 15% per year in base salary and a 25% increase
in base salary in the first year that we achieve a positive cash flow from
operations. Mr. Gerber will also receive an annual bonus based on his and
Victory's performance as determined by our board of directors. The agreement
also provides for customary benefits, perquisites, expense reimbursement and
indemnification.

    Mr. Gerber's employment agreement provides that if he is terminated by us
without cause or if he terminates his agreement for good reason, he is entitled
to severance benefits of two times his base salary plus additional compensation
of $5,000,000 in cash or shares of common stock at his option. Mr. Gerber can
terminate his agreement for good reason if his position, duties or
responsibilities are diminished, if he is removed from the board of directors,
if his salary is reduced, if he is relocated, if Victory is in breach of the
agreement or upon a change of control. Mr. Gerber's agreement provides that we
will be responsible for any excise tax imposed under Section 4999 of the
Internal Revenue Code upon Mr. Gerber's termination.

    The agreement also contains a non-competition provision that precludes
Mr. Gerber from competing with us during the period of his employment and for
six months after the termination of his employment unless he is terminated
without cause or he terminates for good reason. The agreement also contains
customary confidentiality provisions.

    ART DAVID.  We have entered into an employment agreement with Art David,
President of Victory Animation Studios, Inc., which commenced on July 12, 1999
and which is currently scheduled to expire on July 12, 2001. The agreement can
be automatically renewed by us for an additional one year period by written
notice to Mr. David at least 60 days prior to its scheduled expiration.

    Under his employment agreement, as amended, Mr. David's annual salary will
be $150,000 during the first year, $175,000 during the second year and as
amended $200,000 during the third year of his employment. Mr. David's employment
agreement also provides for the issuance of 50,000 shares of common stock and
the grant of options to purchase 50,000 shares of our common stock at an
exercise price of $0.25 per share, which can be exercised 60 days after the
consummation of this offering for a period of one year.

    The agreement also contains a non-competition provision that precludes
Mr. David from competing with us during the period of his employment or during
the twelve months following our last payment of compensation to Mr. David and
non-disclosure and confidentiality provisions providing that Mr. David not
disclose any confidential information owned by us made known to Mr. David during
the term of his employment by us.

    JACOB (KOBI) JAEGER.  We have entered into an employment agreement with
Jacob (Kobi) Jaeger, President of Victory Television, Inc., which commenced on
June 19, 2000 and which is currently scheduled to expire on June 18, 2001. The
agreement can be automatically renewed by us for two additional one year periods
by written notice to Mr. Jaeger at least 60 days prior to its scheduled
expiration.

                                       46
<PAGE>
    Under his employment agreement, Mr. Jaeger's annual salary will be $150,000
during the first year, $175,000 during the second year and $200,000 during the
third year of his employment. Mr. Jaeger's employment agreement also provides
for the grant of options to purchase 25,000 shares of our common stock under and
in accordance with our 2000 Long Term Incentive and Share Award Plan.

    The agreement also contains a non-competition provision that precludes
Mr. Jaeger from competing with us during the period of his employment or during
the twelve months following our last payment of compensation to Mr. Jaeger and
non-disclosure and confidentiality provisions providing that Mr. Jaeger not
disclose any confidential information owned by us made known to Mr. Jaeger
during the term of his employment by us.

2000 LONG TERM INCENTIVE AND SHARE AWARD PLAN

    Our 2000 Long Term Incentive and Share Award Plan, which we refer to as our
stock option plan, was adopted by our board of directors in April 2000 and
approved by written consent of our shareholders in June 2000. The stock option
plan provides for the grant of stock options, stock appreciation rights and
other share-based awards to employees, officers, directors, consultants and
independent contractors of Victory or any of its affiliates.

    The stock option plan authorizes the granting of up to 500,000 shares of our
common stock. The stock option plan may be administered by our board of
directors or by a committee of the board of directors. The stock option plan
provides that the administrator has the authority to determine from time to time
the eligible participants to whom stock options are to be granted, the number of
shares of common stock for which options are exercisable and the purchase price
of the shares, and all other terms and conditions of the options or other
share-based awards.

    Options granted under the stock option plan may be incentive stock options,
or ISOs, that are intended to meet all of the requirements of an incentive stock
option as defined in Section 422 of the Internal Revenue Code or nonqualified
stock options, NQSOs, that are not intended to so qualify.

    The price at which shares may be purchased upon exercise of an option shall
be fixed by the administrator, in its sole discretion. The option price of an
NQSO may be greater than, equal to or less than the fair market value of the
underlying shares of common stock on the date of grant. The option price of any
ISO will not be less than the fair market value of the underlying shares of
common stock on the date of grant. The administrator will also determine the
term of each option, provided that the exercise period may not exceed ten years
from the date of grant. An optionee may pay the exercise price in cash, by
delivering shares of common stock already owned by the optionee and having a
fair market value on the date of exercise equal to the option price, or by any
other method as the committee may approve. The optionee must pay applicable
withholding taxes upon exercise of the option as a condition to receiving the
shares. The administrator may impose vesting and other conditions on grants of
options. Options may be exercised while the optionee is an employee, officer,
director, consultant or advisor or within a specified period after termination
of the optionee's employment or services.

                                       47
<PAGE>
                             PRINCIPAL SHAREHOLDERS

    The following table shows information as of June 30, 2000 with respect to
the beneficial ownership of our common stock by:

    - each person known by us to beneficially own more than 5% of our common
      stock;

    - each of our directors;

    - our chief executive officer and our two other most highly compensated
      executive officers; and

    - all of our directors and executive officers as a group.

    The amounts and percentages of common stock beneficially owned are reported
on the basis of regulations of the SEC governing the determination of beneficial
ownership of securities. Under the rules of the SEC, a person is deemed to be a
beneficial owner of a security if that person has or shares voting power, which
includes the power to vote or to direct the voting of the security, or
investment power, which includes the power to dispose of or to direct the
disposition of the security. Unless otherwise indicated below, each beneficial
owner named in the table below has sole voting and sole investment power with
respect to all shares beneficially owned, subject to community property laws
where applicable. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of common stock
subject to options or warrants held by that person that are currently
exercisable or that are or may become exercisable within 60 days of June 30,
2000 are deemed outstanding. These shares, however, are not deemed outstanding
for the purposes of computing the percentage ownership of any other person.
Subject to the two preceding sentences, percentage of beneficial ownership of
common stock is based on 10,031,911 shares of common stock outstanding before
this offering and 12,492,339 shares outstanding following this offering. The
information shown in the following table excludes any shares which may be
purchased in this offering by the respective beneficial owner. Unless otherwise
stated, the address for each person listed below is 1000 Universal Studios
Plaza, Building 22A, Orlando, Florida 32819.


<TABLE>
<CAPTION>
                                                                            PERCENT BENEFICIALLY OWNED
                                                     NUMBER OF SHARES    --------------------------------
NAME                                                BENEFICIALLY OWNED   BEFORE OFFERING   AFTER OFFERING
----                                                ------------------   ---------------   --------------
<S>                                                 <C>                  <C>               <C>
5% OR GREATER SHAREHOLDERS, EXECUTIVE OFFICERS AND
  DIRECTORS:
Wardley Investments Limited (1)...................          800,000            7.4%              6.0%
Michael H. Gerber.................................        5,000,000           49.8              40.0
Edgar Millington..................................           20,000              *                 *
Art David.........................................           50,000              *                 *
Michael Collyer (2)...............................           35,000              *                 *
Paul Henderson (3)................................          592,000            5.7               4.6
Charles Wilner (4)................................           10,000              *                 *
All directors and executive officers as a group
  (eight persons).................................        5,707,000           55.0              44.5
</TABLE>


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

*   Represents beneficial ownership of less than 1%.

(1) Consists of warrants to purchase 800,000 shares of common stock at an
    exercise price of $7.00 per share or, in the event that this offering is
    consummated, 85% of the initial public offering price. We have filed a shelf
    registration statement registering the underlying shares for resale. The
    address for Wardley Investments Limited is Havilland Hall, Vaciquiedor,
    Saint Andrew Guernsey, Channel Islands GY68TP.


(2) Consists of options to purchase 35,000 shares of common stock exercisable
    within 60 days of June 30, 2000 at an exercise price of $3.50 per share.


                                       48
<PAGE>

(3) Includes warrants to purchase 50,000 shares of common stock exercisable
    within 60 days at an exercise price of $.001 per share, options to purchase
    50,000 shares of common stock exercisable within 60 days of June 30, 2000 at
    an exercise price of $.001 per share, 298,500 shares of common stock held in
    the name of Interbanc Mortgage Services, Inc. and warrants to purchase
    193,500 shares of common stock at an exercise price of $7.00 per share held
    in the name of Interbanc Mortgage Services, Inc.



(4) Consists of options to purchase 10,000 shares of common stock exercisable
    within 60 days of June 30, 2000 at an exercise price of $3.50 per share.


                           RELATED PARTY TRANSACTIONS

    In our private placement of common stock completed on December 17, 1999,
Paul M. Henderson, a member of our board of directors, purchased 143,500 shares
of our common stock at a purchase price of $3.50 per share and warrants to
purchase 143,500 shares of our common stock at an exercise price of $7.00 per
share. Mr. Henderson funded this purchase with an interest free promissory note
for $502,250. Mr. Henderson has since repaid the promissory note in full.

    Michael Collyer, a member of our board of directors, is a partner at the law
firm of Kay, Collyer & Boose LLP, which provides various legal services for
Victory. During the year ended June 30, 2000, we paid Mr. Collyer's firm
approximately $54,000 for legal services, a substantial portion of which is
attributable to litigation relating to NEXTBIGSTAR.COM described under
"Business--Legal Proceedings."

    Until December 31, 1999, Charles M. Wilner, a member of our board of
directors, was a manager of Merit Advisers Group, Inc., a financial advisory
firm. For the years ended June 30, 2000 and 1999, Victory paid approximately
$1,417,000 and $968,000, respectively, to Merit Advisors Group, Inc. and its
affiliates for business consulting and advisory services. In addition, during
the year ended June 30, 1999, Lightpoint issued warrants to purchase 341,241
shares of common stock to Merit Advisors Group, Inc. at an exercise price of
$0.25 per share.

    Prior to the consummation of this offering, we anticipate entering into a
one year consulting agreement, extendable for two additional one year periods at
our option, with Michael Jay Solomon, one of our directors. Under this
agreement, following the consummation of this offering, Mr. Solomon will receive
a consulting fee of $300,000 per year and a grant of options to purchase 50,000
shares of our common stock under our stock option plan, exercisable at the
initial public offering price. Under his consulting agreement, Mr. Solomon will
assist us in the marketing and distribution of our television properties and in
identifying potential library acquisitions, strategic partners and related
e-commerce businesses, both domestically and internationally.

    As a holder of warrants to purchase 800,000 shares of our common stock as
described under "Principal Shareholders," Wardley Investments Limited, or
Wardley, is the beneficial owner of 7.4% of our common stock prior to this
offering. We issued these warrants to Wardley on April 3, 2000 in connection
with our private placement with Wardley of a $5,000,000 principal amount 12%
senior secured promissory note, which we plan to repay, together with accrued
interest, with the proceeds of this offering. We have filed a registration
statement registering the shares of common stock underlying these warrants for
resale.

                                       49
<PAGE>
                          DESCRIPTION OF CAPITAL STOCK


    Our articles of incorporation authorize the issuance of up to 50,000,000
shares of common stock and 20,000,000 shares of preferred stock, the rights and
preferences of which may be established from time to time by our board of
directors. As of June 30, 2000, 10,031,911 shares of our common stock were
issued and outstanding and no shares of preferred stock were issued and
outstanding. As of August 31, 2000, we had 474 shareholders.


COMMON STOCK

    Holders of our common stock are entitled to one vote for each share held on
all matters submitted to a vote of shareholders and do not have cumulative
voting rights. Thus, holders of a majority of the shares of our common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of our common stock are entitled to receive
ratably any dividends that may be declared by the board of directors out of
funds legally available, subject to any preferential dividend rights of
outstanding preferred stock. Upon our liquidation, dissolution or winding up,
the holders of our common stock are entitled to receive ratably the net assets
available after the payment of all debts and other liabilities, subject to the
prior rights of any outstanding preferred stock. Holders of our common stock
have no preemptive, subscription, redemption or conversion rights.

PREFERRED STOCK

    Under our articles of incorporation, our board of directors is authorized,
subject to limitations prescribed by law, without further shareholder approval,
from time to time to issue up to an aggregate of 20,000,000 shares of preferred
stock in one or more series and to fix or alter the designations, preferences
and rights, and any qualifications, limitations or restrictions, of the shares
of each of these series, including the number of shares constituting any of
these series and dividend rights, dividend rates, conversion rights, voting
rights, terms of reduction, including sinking fund provisions, if any,
redemption price or prices and liquidation preferences. The issuance of
preferred stock may have the effect of delaying, deferring or preventing a
change of control. We have no present plans to issue any shares of preferred
stock.

WARRANTS

    SUBSCRIPTION WARRANTS.  As of June 30, 2000, we had subscription warrants
outstanding to purchase an aggregate of 3,621,625 shares of our common stock at
an exercise price of $7.00 per share and subscription warrants outstanding to
purchase 110,000 shares of our common stock at an exercise price of $4.00 per
share. Of these warrants, warrants to purchase 1,818,000 shares of our common
stock expire on July 1, 2001 and warrants to purchase 1,913,625 shares of our
common stock expire on December 17, 2001. These warrants are exercisable by the
holders at any time, and we have the right to call these warrants for redemption
at any time at a redemption price of $0.10 for each underlying share. As of
June 30, 2000, we redeemed 122,000 of these warrants for an aggregate redemption
price of $12,200.

    INVESTOR WARRANTS.  On April 3, 2000, in connection with the issuance of a
$5,000,000 senior secured promissory note, we issued to the investor warrants to
purchase 800,000 shares of our common stock at an exercise price of $7.00 or, in
the event this offering is consummated, 85% of the initial public offering
price. These warrants are exercisable at any time, expire on March 28, 2003 and
may be exercised on a "cashless" basis.

    PLACEMENT AGENT WARRANTS.  On April 3, 2000, we issued to Weatherly
Securities Corp., the placement agent in connection with the issuance of our
$5,000,000 senior secured promissory note and the lead underwriter of this
offering, warrants to purchase 80,000 shares of our common stock at an exercise
price $7.00 or, in the event this offering is consummated, 165% of the initial
public offering

                                       50
<PAGE>
price per share, in a private offering of our securities. These warrants are
exercisable at any time, expire on March 28, 2005 and may be exercised on a
"cashless" basis.

    CONSULTANT WARRANTS.  On November 30, 1998, Lightpoint issued to Merit
Advisors Group, Inc., for consulting services to Lightpoint, warrants to
purchase 341,241 shares of common stock of Lightpoint at an exercise price of
$0.25 per share, which were exchanged for warrants to purchase 341,241 shares of
our common stock at the same exercise price upon our acquisition of Lightpoint.

    DIRECTOR WARRANTS.  On January 10, 2000, we issued Paul Henderson, one of
our directors, warrants to purchase 50,000 shares of common stock at an exercise
price of $.001 per share.

    OPTIONS.  In addition, other than options issued under our stock option
plan, as of June 30, 2000, we had issued options to purchase 500,000 shares of
our common stock, comprised of options to purchase 150,000 shares of common
stock granted as of July 1, 1999 at an exercise price of $0.25 per share to
former officers of Lightpoint, which vest upon consummation of this offering;
options to purchase 120,000 shares of common stock granted as of June 9, 1999 to
individuals designated to become officers of Victory at an exercise price of
$0.25 per share, which vest upon consummation of this offering; options to
purchase 100,000 shares to a director granted as of January 10, 2000 at an
exercise price of $.001 per share, 50% of which vested upon issuance and 50% of
which vest in one year if the grantee remains on our board of directors; options
to purchase 35,000 shares of common stock granted as of February 8, 2000 to an
officer of Next Big Star LLC at an exercise price of $3.50 per share, which vest
upon consummation of this offering; options to purchase 45,000 shares to two
directors granted as of April 18, 2000 at an exercise price of $3.50 per share,
which vested upon issuance; and options to purchase 50,000 shares of common
stock to Ed McMahon on April 18, 2000 at an exercise price of $3.50 per share,
which vested upon issuance.


    REGISTRATION RIGHTS.  The holder of the investor warrants and the holder of
the placement agent warrants described above each have registration rights with
respect to their underlying shares of common stock, and the holders of the
consultant warrants described above also have the right to have their shares
included in any registration statement that we file with the SEC after the
consummation of this offering, subject to limited and customary exceptions. Both
the holder of the investor warrants and the holder of the private placement
warrants have agreed not to sell or otherwise dispose of their warrants or the
shares underlying their warrants for a period of 180 days after the effective
date of the registration statement of which this prospectus is a part, subject
to limited early release if our stock price reaches certain levels as described
further under the heading "Shares Eligible for Future Sales--Lock-ups," and the
holders of the other warrants described above have agreed not to sell or
otherwise dispose of their warrants for a period of one year after the date of
this prospectus, subject to limited exceptions.


    We have filed a shelf registration statement registering the shares
underlying the investor warrants and the placement agent warrants for resale
upon the expiration of the applicable "lock-up" period referred to in the
previous paragraph.

LIMITATION OF DIRECTOR AND OFFICER LIABILITY AND INDEMNIFICATION

    Our articles of incorporation and bylaws provide for the indemnification of
our directors and officers to the fullest extent authorized by Florida law,
except that we will indemnify a director or officer in connection with an action
initiated by that person only if the action initiated by that person was
authorized by our board of directors. The indemnification provided under our
articles of incorporation and bylaws includes the right to be paid expenses in
advance of any proceeding for which indemnification may be had, PROVIDED that
the payment of these expenses incurred by a director or officer in advance of
the final disposition of a proceeding may be made only upon delivery to us of an

                                       51
<PAGE>
undertaking by or on behalf of the director or officer to repay all amounts paid
in advance if it is ultimately determined that the director or officer is not
entitled to be indemnified.

    As permitted by Florida law, our directors shall not be personally liable to
us or our shareholders for monetary damages for any statement, vote, decision,
or failure to act, regarding corporate management or policy, unless the director
breached or failed to perform his or her duties as a director:

    - in violation of criminal law or in conscious disregard for our best
      interests or with willful misconduct;

    - in a transaction where he or she derived an improper personal benefit; or

    - for unlawful distributions and in limited other circumstances.

    Under Florida law, we have the power to purchase and maintain insurance on
behalf of any person who is or was one of our directors, officers, employees or
agents, or is it was serving at our request as a director, officer, employee,
partner or agent of another corporation or of a partnership, joint venture,
limited liability company, trust or other enterprise, against any liability
asserted against the person or incurred by the person in any of these
capacities, or arising out of the person's fulfilling one of these capacities.
We maintain insurance on behalf of all our officers and directors.

TRANSFER AGENT AND REGISTRAR

    The transfer agent and registrar for the common stock is Florida Atlantic
Stock Transfer, Inc.

ARTICLES OF INCORPORATION AND BYLAWS

    Under the Florida Business Corporation Act, our board of directors may
propose amendments to our articles of incorporation which, other than for
enumerated ministerial amendments, then require shareholder approval for
adoption. Our bylaws provide that both our shareholders and our board of
directors have the power to amend or repeal the provisions in our bylaws. Our
bylaws also entitle our shareholders to remove directors with or without cause.
In addition, our articles of incorporation and bylaws provide that special
meetings of our shareholders may only be called by our board of directors or our
officers or a majority of our shareholders.

                                       52
<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE

    Upon completion of this offering, we will have 12,492,339 shares of common
stock outstanding, assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding warrants and options. Of these shares, the
2,300,000 shares sold in this offering will be freely transferable without
restriction or further registration under the Securities Act, except for any
shares held by any of our "affiliates," as that term is defined in Rule 144
under the Securities Act. For purposes of Rule 144, an affiliate of ours is a
person that, directly or indirectly through one or more intermediaries,
controls, or is controlled by or is under common control with us. Any shares
held by one of our affiliates will be subject to the resale limitations
described below on "restricted" securities, as that term is defined in
Rule 144.

RULE 144

    In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person who has beneficially owned restricted
shares of our common stock for at least one year is entitled to sell, within any
three-month period, a number of shares that is not more than the greater of:

    - 1% of the number of shares of common stock then outstanding, which will
      equal approximately 124,923 shares immediately after this offering; or

    - the average weekly trading volume of the common stock on the Nasdaq
      National Market during the four calendar weeks before a notice the sale on
      Form 144 is filed.

    Sales under Rule 144 must also comply with manner of sale provisions and
notice requirements and to the availability of current public information about
us.

RULE 701

    Subject to limitations on the aggregate offering price of a transaction and
other conditions, Rule 701 under the Securities Act may be relied upon regarding
the resale of securities originally purchased from us by our employees,
directors, officers, consultants or advisors before the date we become subject
to the reporting requirements of the Exchange Act, under written compensatory
benefit plans or written contracts relating to compensation of those persons. In
addition, the SEC has indicated that Rule 701 will apply to the typical stock
options granted by an issuer before it becomes subject to the reporting
requirements of the Exchange Act, along with the shares acquired upon exercise
of these options, including exercises after the date of this prospectus.
Securities described above, beginning 90 days after the date of this prospectus,
may be sold (1) by persons other than affiliates, subject only to the manner of
sale provisions of Rule 144, and (2) by affiliates under Rule 144 without
compliance with its one-year holding period requirement.

    Beginning 90 days after the date of this prospectus, and without
consideration of the contractual restrictions described below, 10,007,625 shares
of our common stock will become eligible for sale in reliance upon Rule 144 and
Rule 701.

RULE 144(K)

    Under Rule 144(k), a person who has not been one of our affiliates at any
time during the 90 days before a sale, and who has beneficially owned the
restricted shares for at least two years, is entitled to sell the shares without
complying with the manner of sale, public information, volume limitation or
notice provisions of Rule 144. Upon consummation of this offering, no shares of
our common stock will be eligible for immediate sale in the public market
without restriction pursuant to Rule 144(k).

                                       53
<PAGE>
LOCK-UPS


    Our officers, directors and shareholders who hold in the aggregate 9,800,625
of the 10,031,911 shares of our common stock outstanding on June 30, 2000 have
agreed not to sell any shares of common stock for one year after the date of
this prospectus without our prior written consent and the prior written consent
of Weatherly Securities Corp., subject to various limited exceptions. As a
result of these contractual restrictions and subject to the provisions to
Rules 144 and 701, all of these shares will be eligible for sale upon expiration
of these agreements.



    In addition, as of June 30, 2000 we had issued options and warrants to
purchase 5,670,866 shares of our common stock. Holders of 4,640,866 of these
options and warrants have agreed not to sell their options or warrants or the
underlying shares of common stock for a period of one year without our prior
written consent and the prior written consent of Weatherly Securities Corp.,
subject to limited exceptions, and holders of 880,000 warrants and the holders
of 160,428 shares of common stock to be issued upon the consummation of this
offering in connection with the resolution of the CMI litigation have agreed not
to sell those securities, and in the case of the warrants, the underlying
shares, for a period of 180 days without our prior written consent, except, in
the event the average closing price for our common stock during the last 20
trading days of the two months following the consummation of this offering is at
least 150% of the initial public offering price, then the holders of the 880,000
warrants may sell up to 30% of the common stock underlying those warrants and,
in the event that the average closing price for our common stock during the last
20 trading days of the four months following the consummation of this offering
is at least 150% of the initial public offering price, then the holders of the
880,000 warrants may sell up to 60% of the common stock underlying those
warrants. However, 80,000 of these warrants, and the underlying shares, are
subject to additional restrictions on transfer for a period of one year from the
date of this prospectus in order to comply with the underwriting compensation
rules of the National Association of Securities Dealers, Inc.


    We have agreed not to offer, sell or dispose of any shares of common stock
or any securities convertible into or exercisable or exchangeable for common
stock or any rights to acquire common stock for a period of one year after the
date of this prospectus without the prior written consent of Weatherly
Securities Corp., subject to various limited exceptions.

REGISTRATION RIGHTS

    The holders of warrants to purchase 880,000 shares of our common stock are
parties to agreements that provide these holders with the right to require us to
register the sale of shares underlying those warrants concurrent with this
offering. If we fail keep the registration statement relating to the resale of
these shares effective, we could be subject to cash penalties equal to the
greater of 10% of the holder's aggregate exercise price of the warrants or 10%
of the then current fair market value of the underlying shares. The holder of
the 160,428 shares to be issued in the settlement of the CMI litigation also
will have registration rights. Registration of these shares of our common stock
will permit the sale of these shares without regard to the restrictions of
Rule 144. We have filed a shelf registration statement registering the shares
underlying these warrants and the 160,428 shares for resale. We cannot predict
the timing of these sales or the effect these sales may have on the market price
of our common stock.

SHARES ISSUABLE UPON EXERCISE OF OPTIONS UNDER OUR STOCK OPTION PLAN

    We intend to file one or more registration statements under the Securities
Act to register all shares of common stock issued, issuable or reserved for
issuance under our stock option plan. These registration statements are expected
to be filed as soon as practicable after the date of this prospectus and will
automatically become effective upon filing. Following this filing, shares
registered under these registration statements will, subject to the 180-day
lock-up agreements described above and Rule 144 volume limitations applicable to
affiliates, be available for sale in the open market.

                                       54
<PAGE>
                                  UNDERWRITING

    Under the terms and subject to the conditions contained in an underwriting
agreement, which is filed as an exhibit to the registration statement relating
to this prospectus, the underwriters of the offering named below, for whom
Weatherly Securities Corp. and M.R. Beal & Company are acting as
representatives, have each agreed to purchase from us the respective number of
shares of common stock shown opposing its name below:

<TABLE>
<CAPTION>
UNDERWRITERS                                                  NUMBER OF SHARES
------------                                                  ----------------
<S>                                                           <C>
Weatherly Securities Corp...................................
M.R. Beal & Company.........................................
                                                                 ---------
Total.......................................................     2,300,000
                                                                 =========
</TABLE>

    The underwriting agreement provides that the underwriters' obligations to
purchase shares of common stock depend on the satisfaction of the conditions
contained in the underwriting agreement, and that if any of the shares of common
stock are purchased by the underwriters under the underwriting agreement, then
all of the shares of common stock that the underwriters have agreed to purchase
under the underwriting agreement must be purchased. The conditions contained in
the underwriting agreement include the requirement that the representations and
warranties made by us to the underwriters are true, that there is no material
change in the financial markets and that we deliver to the underwriters
customary closing documents.

    The following table shows the per share and total underwriting discounts and
commissions to be paid to the underwriters by us. These amounts are shown
assuming both no exercise and full exercise of the underwriters' option to
purchase 345,000 additional shares described below.

<TABLE>
<CAPTION>
PAID BY US                                             NO EXERCISE   FULL EXERCISE
----------                                             -----------   -------------
<S>                                                    <C>           <C>
Per share............................................    $             $
Total................................................    $             $
</TABLE>

    The representatives have advised us that the underwriters propose to offer
the shares of common stock directly to the public at the initial public offering
price shown on the cover page of this prospectus, and to dealers, who may
include the underwriters, at the initial public offering prices less a selling
concession not in excess of $    per share. The underwriters may allow, and the
dealers may reallow, a concession not in excess of $    per share to brokers and
dealers. After the offering, the underwriters may change the offering price and
other selling terms.

    We have granted to the underwriters an option to purchase up to an aggregate
of 345,000 additional shares of common stock, exercisable solely to cover
over-allotments, if any, at the initial public offering price less the
underwriting discounts and commissions shown on the cover of this prospectus.
The underwriters may exercise this option at any time until 45 days after the
date of the underwriting agreement. If this option is exercised, each
underwriter will be committed, so long as the conditions of the underwriting
agreement are satisfied, to purchase a number of additional shares of common
stock proportionate to the underwriter's initial commitment as indicated in the
preceding table, and we will be obligated under the over-allotment option to
sell the shares of common stock to the underwriters.

    We, our executive officers and directors and persons who hold more than
9,800,625 shares of our outstanding common stock and 4,640,836 shares issuable
upon the exercise of outstanding options and warrants have agreed not to
directly or indirectly, subject to limited exceptions, do any of the following,
whether any transaction described below is to be settled by delivery of common
stock or other securities, in cash or otherwise, in each case without our prior
written consent and the consent of

                                       55
<PAGE>
Weatherly Securities Corp. on behalf of the underwriters, for a period of one
year after the date of this prospectus, subject to limited exceptions:

    - offer, sell or otherwise dispose of, or enter into any transaction or
      arrangement that is designed or could be expected to, result in the
      disposition or purchase by any person at any time in the future of, any
      shares of common stock or securities convertible into or exchangeable for
      common stock or substantially similar securities;

    - enter into any swap or other agreement that transfers to another, in whole
      or in part, any of the economic consequences of ownership of the common
      stock; or

    - sell or grant options, rights or warrants with respect to any shares of
      our common stock or securities convertible into or exchangeable for our
      common stock or substantially similar securities, other than the grant of
      options under the option plan existing on the date hereof.

    The restrictions described in the previous paragraph do not apply to:


    - the common stock sold under this prospectus or acquired in the open market
      following the commencement of this offering;


    - shares of common stock issued in connection with the settlement of the CMI
      litigation; or

    - shares of common stock we issue under employee benefit plans, our stock
      option plan or other employee compensation plans existing on the date of
      this prospectus or under currently outstanding options, warrants or
      rights.

    In addition, holders of an additional 880,000 shares underlying warrants and
the holder of 160,428 shares of common stock to be issued upon consummation of
this offering in connection with the resolution of the CMI litigation have
agreed, except in limited circumstances, not to sell those securities, and in
the case of the warrants, the underlying shares, for a period of 180 days after
the effective date of the registration statement of which this prospectus is a
part without our consent, subject to limited exceptions further described under
"Shares Eligible for Future Sale--Lock-ups." We have filed a shelf registration
statement registering for resale up to 880,000 shares underlying warrants and
the 160,428 shares. Each of these holders, acting as a principal for its own
account or in brokerage transactions at prevailing market prices or in
transactions at negotiated prices, may offer the shares for sale. It is not
possible at the present time to determine the price to the public in any sale of
the shares by these holders.

    Prior to the offering, there has been no public market for the shares of our
common stock. The initial public offering price will be negotiated between the
representatives and us. In determining the initial public offering price of the
common stock, the representatives will consider, among other things and in
addition to prevailing market conditions:

    - our historical performance and capital structure;

    - estimates of our business potential and earnings prospectus;

    - an overall assessment of our management;

    - our lack of historical results of operations; and

    - the consideration of the above factors in relation to market valuation of
      companies in related businesses.

    Our common stock has been approved for listing on the Nasdaq National Market
under the symbol VICT.

                                       56
<PAGE>
    We have agreed to indemnify the underwriters against liabilities, including
liabilities under the Securities Act, or to contribute to payments that the
underwriters may be required to make for these liabilities.

    We estimate that the total expenses of the offering, excluding underwriting
discounts and commissions, will be approximately $2,150,000.

    Until the distribution of the common stock is completed, rules of the
Commission may limit the ability of the underwriters and selling group members
to bid for and purchase shares of common stock. As an exception to these rules,
the representatives are permitted to engage in transactions that stabilize the
price of the common stock. These transactions may consist of bids or purchases
for the purpose of pegging, fixing or maintaining the price of the common stock.

    The underwriters may create a short position in the common stock in
connection with the offering, which means that they sell more shares than are
shown on the cover of this prospectus. If the underwriters create a short
position, then the representatives may reduce that short position by purchasing
common stock in the open market. The representatives also may elect to reduce
any short position by exercising all or part of the over-allotment option.

    The underwriters have informed us that they do not intend to confirm sales
to discretionary accounts that exceed five percent of the total number of shares
of common stock offered by them.

    The representatives also may impose a penalty bid on underwriters and
selling group members. This means that if the representatives purchase shares of
common stock in the open market to reduce the underwriters' short position or to
stabilize the price of the common stock, they may reclaim the amount of the
selling concession from the underwriters and selling group members who sold
those shares as part of the offering.

    In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of those purchases. The
imposition of a penalty bid might have an effect on the price of a security to
the extent that it was to discourage resales of the security by purchasers in an
offering.

    Neither we nor any of the underwriters make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the common stock. In addition, neither we nor any
of the underwriters make any representation that the representatives will engage
in these transactions or that these transactions, once commenced, will not be
discontinued without notice.

    Any offers in Canada will be made only under an exemption from the
requirements to file a prospectus in the relevant province of Canada where the
sale is made.

    It is expected that delivery of the shares will be made to investors on or
about       , 2000.

    The representatives and their affiliates may in the future provide
investment banking, financial advisory and other services to us or our
affiliates for which these representatives may receive customary fees and
commissions. Additionally, Weatherly Securities Corp. acted as private placement
agent in connection with an offering of ours which was completed on April 3,
2000, for which it received warrants exercisable for 80,000 shares of our common
stock at an exercise price equal to $7.00 or, in the event this offering is
consummated, 165% of the initial offering price per share to the public of our
common stock under this prospectus following the consummation of this offering.

    In connection with this offering, we have agreed to grant the underwriters
warrants exercisable for 10% of the total number of shares of our common stock
sold in this offering, against which the warrants to purchase 80,000 shares
referred to in the immediately preceding paragraph will be credited, at an
exercise price equal to 165% of the initial offering price per share to the
public of our common

                                       57
<PAGE>
stock under this prospectus. In addition, we have agreed to reimburse the
underwriters for some of the out-of-pocket expenses incurred by them in
connection with this offering and to pay the underwriters a non-accountable
expense allowance equal to 3% of the gross proceeds from the sale of our common
stock in this offering.

    To comply with the provisions of Rule 2710 of the Conduct Rules of the
National Association of Securities Dealers, Inc. regarding underwriting
compensation, the warrants to purchase shares of common stock to be received by
the underwriters in connection with this offering referred to above and the
warrants to purchase 80,000 shares referred to above, together with the
underlying shares, will be restricted from sale, transfer, pledge, assignment or
hypothecation for a period of one year from the date of this prospectus, subject
to limited exceptions.

                                 LEGAL MATTERS

    The valid issuance of our common shares offered in this offering will be
passed upon for us by Lowndes, Drosdick, Doster, Kantor & Reed, P.A., Orlando,
Florida. Cahill Gordon & Reindel, New York, New York, is acting as counsel for
Victory and Ruskin, Moscou, Evans & Faltischeck, P.C., Mineola, New York, is
acting as counsel to the underwriters in connection with legal matters relating
to this offering.

                                    EXPERTS

    The financial statements included in this prospectus and in the registration
statement have been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods shown in their report (which
contains an explanatory paragraph regarding our ability to continue as a going
concern) appearing elsewhere in this prospectus and in the registration
statement, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

    We have filed with the SEC under the Securities Act a registration statement
on Form S-1 with respect to shares of the common stock offered hereby. This
prospectus, which constitutes part of the registration statement, does not
contain all the information shown in the registration statement or the exhibits
and schedules which are part of the registration statement, portions of which
are omitted as permitted by the rules and regulations of the SEC. Statements
made in this prospectus regarding the contents of any contract or other document
referred to are not necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference. For further information pertaining to us and the common stock
offered hereby, reference is made to the registration statement, including the
exhibits and schedule thereto, copies of which may be inspected without charge
at the public reference facilities of the SEC at 450 Fifth Street, N.W.,
Washington, DC, 20549 and at the regional offices of the SEC located at 75 Park
Place, New York, New York 10007, and Northwestern Atrium Center, Suite 1400, 500
West Madison Street, Chicago, Illinois 60661. Copies of all or any portion of
the registration statement may be obtained from the SEC at prescribed rates.
Information on the public reference facilities may be obtained by calling the
SEC at 1-800-SEC-0330. In addition, the SEC maintains a website that contains
reports and other information that is filed through the SEC's EDGAR System. The
website can be accessed at HTTP://WWW.SEC.GOV.

    We intend to furnish our shareholders with annual reports containing audited
financial statements and quarterly reports containing unaudited interim
financial information for the first three fiscal quarters of each fiscal year.

                                       58
<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S>                                                           <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS..........                 F-2

CONSOLIDATED FINANCIAL STATEMENTS

  Balance sheets............................................                 F-3

  Statements of operations..................................                 F-4

  Statements of capital deficit.............................                 F-5

  Statements of cash flows..................................                 F-6

  Notes to consolidated financial statements................          F-7 - F-20
</TABLE>

                                      F-1
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
Victory Entertainment Corp.

    We have audited the accompanying balance sheets of the predecessor
corporation, LightPoint Entertainment, Inc., as of June 30, 1998 and 1999, and
Victory Entertainment Corp. and subsidiaries as of June 30, 2000 and the related
statements of operations, capital deficit, and cash flows of LightPoint
Entertainment, Inc. for the period from inception (July 31, 1997) through
June 30, 1998 and for the year ended June 30, 1999 and of Victory Entertainment
Corp. and subsidiaries for the year ended June 30, 2000. These financial
statements are the responsibility of Victory Entertainment Corp.'s (the
"Company") management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the predecessor corporation,
LightPoint Entertainment, Inc., as of June 30, 1998 and 1999 and Victory
Entertainment Corp. and subsidiaries as of June 30, 2000, and the results of
operations and cash flows of LightPoint Entertainment, Inc. for the period from
inception (July 31, 1997) through June 30, 1998 and for the year ended June 30,
1999 and of Victory Entertainment Corp. and subsidiaries for the year ended
June 30, 2000 in conformity with generally accepted accounting principles.

    As discussed in Note 2, effective July 1, 1999, the predecessor corporation,
LightPoint Entertainment, Inc., entered into an Agreement and Plan of Merger
with Premium Entertainment Corp., a wholly-owned subsidiary of the Company. Upon
consummation of the merger, 2,072,600 shares of the Predecessor's common stock
were exchanged for an equal number of common shares of the Company, and the
Predecessor's founding shareholder surrendered 1,900,000 shares of the
Predecessor's common stock.

    The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 3 to the
financial statements, the Company's recurring losses from operations, negative
working capital, capital deficit and a default under its notes payable raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                      BDO Seidman, LLP

New York, New York
August 4, 2000, except for Note 6, as to
  which the date is September 6, 2000, and
  Note 11, as to which the date is August 22, 2000

                                      F-2
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                              JUNE 30,
                                                              -----------------------------------------
                                                                 1998           1999           2000
                                                              -----------   ------------   ------------
<S>                                                           <C>           <C>            <C>
                           ASSETS

CURRENT ASSETS:
  Cash and cash equivalents.................................  $     8,661   $    459,846   $  1,517,202
  Short-term investments....................................           --             --         75,000
  Accounts receivable.......................................       33,858         25,798         56,278
  Prepaid expenses..........................................           --         17,583         66,264
  Prepaid license fee (Note 4)..............................      103,571             --             --
                                                              -----------   ------------   ------------
      TOTAL CURRENT ASSETS..................................      146,090        503,227      1,714,744
                                                              -----------   ------------   ------------

PROPERTY AND EQUIPMENT:
  Production equipment......................................      436,602        718,762        972,881
  Software..................................................      389,895        510,834        765,113
  Furniture and equipment...................................       33,116         38,483         29,563
  Leasehold improvements....................................       14,227         20,489             --
                                                              -----------   ------------   ------------
                                                                  873,840      1,288,568      1,767,557
Less accumulated depreciation and amortization..............      137,246        467,552        817,864
                                                              -----------   ------------   ------------
      NET PROPERTY AND EQUIPMENT............................      736,594        821,016        949,693
                                                              -----------   ------------   ------------
DEFERRED OFFERING COSTS (Note 3)............................           --             --        435,740
DEFERRED LOAN COSTS (Note 6)................................           --             --        679,322
INTELLECTUAL PROPERTY, net (Note 5).........................      250,000        275,003        235,717
DEPOSITS....................................................           --          7,500             --
                                                              -----------   ------------   ------------
                                                              $ 1,132,684   $  1,606,746   $  4,015,216
                                                              ===========   ============   ============

              LIABILITIES AND CAPITAL DEFICIT

CURRENT LIABILITIES:
  Notes payable (Note 6)....................................  $ 2,000,000   $  2,000,000   $  5,824,000
  Accounts payable..........................................      578,703        732,059        578,579
  License fee payable (Note 4)..............................           --        317,050             --
  Accrued payroll and related taxes.........................      218,936        376,695         40,541
  Accrued interest (Note 6).................................      185,417        520,417        970,417
  Unearned revenue (Note 11)................................           --             --        140,000
  Settlement payable (Note 7)...............................           --         50,000         37,500
                                                              -----------   ------------   ------------
      TOTAL CURRENT LIABILITIES.............................    2,983,056      3,996,221      7,591,037
                                                              -----------   ------------   ------------

COMMITMENTS AND CONTINGENCIES (Notes 5, 6, and 11)..........

CAPITAL DEFICIT (Note 8):
  Preferred stock $.001 par value, authorized 20,000,000
    shares; none issued.....................................           --             --             --
  Common stock $.001 par value, authorized 50,000,000
    shares; issued and outstanding 163,800, 7,992,600 and
    10,031,911 shares.......................................          164          7,993         10,032
  Additional paid-in capital................................      159,336     20,311,184     30,267,133
  Common stock notes receivable.............................           --       (213,750)            --
  Unearned compensation.....................................           --    (12,744,900)   (10,762,450)
  Accumulated deficit.......................................   (2,009,872)    (9,750,002)   (23,090,536)
                                                              -----------   ------------   ------------
      TOTAL CAPITAL DEFICIT.................................   (1,850,372)    (2,389,475)    (3,575,821)
                                                              -----------   ------------   ------------
                                                              $ 1,132,684   $  1,606,746   $  4,015,216
                                                              ===========   ============   ============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                          PERIOD FROM
                                                           INCEPTION
                                                        (JULY 31, 1997)      YEAR ENDED JUNE 30,
                                                            THROUGH       --------------------------
                                                         JUNE 30, 1998       1999           2000
                                                        ---------------   -----------   ------------
<S>                                                     <C>               <C>           <C>
REVENUES..............................................    $   579,170     $   221,905   $    310,026
                                                          -----------     -----------   ------------

EXPENSES:
  Operating...........................................        860,060       1,335,451      4,489,536
  General and administrative (Note 12)................      1,247,653       3,038,832      4,539,511
  Common stock, options and warrants issued for
    general and administrative services...............             --       2,874,563      3,198,950
  Depreciation and amortization.......................        137,246         347,516        404,484
  Abandonment of software and equipment...............        150,000           8,490          7,971
                                                          -----------     -----------   ------------
      Total expenses..................................      2,394,959       7,604,852     12,640,452
                                                          -----------     -----------   ------------
LOSS FROM OPERATIONS..................................     (1,815,789)     (7,382,947)   (12,330,426)

INTEREST EXPENSE, NET:
  Interest expense....................................       (194,083)       (357,183)    (1,071,443)
  Interest income.....................................             --              --         61,335
                                                          -----------     -----------   ------------
      Interest Expense, net...........................       (194,083)       (357,183)    (1,010,108)
                                                          -----------     -----------   ------------
NET LOSS..............................................    $(2,009,872)    $(7,740,130)  $(13,340,534)
                                                          ===========     ===========   ============
NET LOSS PER COMMON SHARE--BASIC AND DILUTED..........    $    (19.01)    $     (5.05)  $      (1.42)
                                                          ===========     ===========   ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING--
  BASIC AND DILUTED...................................        105,731       1,533,650      9,381,538
                                                          ===========     ===========   ============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>
            VICTORY ENTERTAINTMENT CORP. AND PREDECESSOR CORPORATION

                   CONSOLIDATED STATEMENTS OF CAPITAL DEFICIT

<TABLE>
<CAPTION>
                             PREFERRED STOCK            COMMON STOCK        ADDITIONAL      COMMON
                         ------------------------   ---------------------     PAID-IN     STOCK NOTES     UNEARNED
                           SHARES       AMOUNT        SHARES      AMOUNT      CAPITAL     RECEIVABLE    COMPENSATION
                         ----------   -----------   ----------   --------   -----------   -----------   -------------
<S>                      <C>          <C>           <C>          <C>        <C>           <C>           <C>
Issuance of common to
  LightPoint founders
  on
  July 31, 1997........          --            --      100,000   $   100    $      (100)   $      --    $         --
Sale of common stock
  and warrants.........          --            --       63,800        64        159,436           --              --
Net loss...............          --            --           --        --             --           --              --
                         ----------   -----------   ----------   -------    -----------    ---------    ------------
BALANCE, JUNE 30,
  1998.................          --            --      163,800       164        159,336           --              --
Sale of common stock
  and warrants.........          --            --    1,858,800     1,859      4,533,355     (208,750)             --
Issuance of common
  stock warrants for
  consulting
  services.............          --            --           --        --        710,463           --              --
Issuance of common
  stock for
  compensation.........          --            --       50,000        50        113,950           --              --
Issuance of common
  stock to Victory
  founder on May 27,
  1999.................          --            --    5,000,000     5,000     12,495,000       (5,000)    (12,495,000)
Issuance of common
  stock to Victory
  officers and
  consultants on
  June 9, 1999.........          --            --      920,000       920      2,299,080           --        (249,900)
Net loss...............          --            --           --        --             --           --              --
                         ----------   -----------   ----------   -------    -----------    ---------    ------------
BALANCE, JUNE 30,
  1999.................          --            --    7,992,600   $ 7,993    $20,311,184    $(213,750)   $(12,744,900)
Issuance of common
  stock for
  compensation.........          --            --       50,000        50        113,950           --              --
Sale of common stock
  and warrants.........          --            --    1,965,025     1,965      6,861,323           --              --
Issuance of common
  stock options and
  warrants to an
  officer and directors
  at less than deemed
  fair market value....          --            --           --        --      1,102,500           --        (450,000)
Amortization of
  unearned
  compensation.........          --            --           --        --             --           --       2,432,450
Exercise of common
  stock warrants.......          --            --       10,000        10         69,990           --              --
Proceeds from common
  stock notes
  receivable...........          --            --           --        --             --      213,750              --
Issuance of common
  stock in settlement
  of accounts
  payable..............          --            --       14,286        14         49,986           --              --
Issuance of warrants in
  connection with note
  payable..............          --            --           --        --      1,770,400           --              --
Redemption of common
  stock warrants.......          --            --           --        --        (12,200)          --              --
Net loss...............          --            --           --        --             --           --              --
                         ----------   -----------   ----------   -------    -----------    ---------    ------------
BALANCE, JUNE 30,
  2000.................          --   $        --   10,031,911   $10,032    $30,267,133    $      --    $(10,762,450)
                         ==========   ===========   ==========   =======    ===========    =========    ============

<CAPTION>
                                           TOTAL
                         ACCUMULATED      CAPITAL
                           DEFICIT        DEFICIT
                         ------------   ------------
<S>                      <C>            <C>
Issuance of common to
  LightPoint founders
  on
  July 31, 1997........  $        --    $         --
Sale of common stock
  and warrants.........           --         159,500
Net loss...............   (2,009,872)     (2,009,872)
                         ------------   ------------
BALANCE, JUNE 30,
  1998.................   (2,009,872)     (1,850,372)
Sale of common stock
  and warrants.........           --       4,326,464
Issuance of common
  stock warrants for
  consulting
  services.............           --         710,463
Issuance of common
  stock for
  compensation.........           --         114,000
Issuance of common
  stock to Victory
  founder on May 27,
  1999.................           --              --
Issuance of common
  stock to Victory
  officers and
  consultants on
  June 9, 1999.........                    2,050,100
Net loss...............   (7,740,130)     (7,740,130)
                         ------------   ------------
BALANCE, JUNE 30,
  1999.................  $(9,750,002)   $ (2,389,475)
Issuance of common
  stock for
  compensation.........           --         114,000
Sale of common stock
  and warrants.........           --       6,863,288
Issuance of common
  stock options and
  warrants to an
  officer and directors
  at less than deemed
  fair market value....           --         652,500
Amortization of
  unearned
  compensation.........           --       2,432,450
Exercise of common
  stock warrants.......           --          70,000
Proceeds from common
  stock notes
  receivable...........           --         213,750
Issuance of common
  stock in settlement
  of accounts
  payable..............           --          50,000
Issuance of warrants in
  connection with note
  payable..............           --       1,770,400
Redemption of common
  stock warrants.......           --         (12,200)
Net loss...............  (13,340,534)    (13,340,534)
                         ------------   ------------
BALANCE, JUNE 30,
  2000.................  $(23,090,536)  $ (3,575,821)
                         ============   ============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                  PERIOD FROM
                                                              INCEPTION (JULY 31,      YEAR ENDED JUNE 30,
                                                                 1997) THROUGH      --------------------------
                                                                 JUNE 30, 1998         1999           2000
                                                              -------------------   -----------   ------------
<S>                                                           <C>                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................      $(2,009,872)      $(7,740,130)  $(13,340,534)
  Adjustments to reconcile net loss to net cash used for
    operating activities:
    Depreciation and amortization...........................          137,246           347,516        404,484
    Amortization of deferred loan costs.....................               --                --        226,441
    Amortization of debt discount...........................               --                --        392,000
    Abandonment of software and equipment...................          150,000             8,490          7,971
    Common stock, options and warrants issued for
      compensation and consulting services..................               --         2,874,563        766,500
    Amortization of unearned compensation...................               --                --      2,432,450
    Net increase (decrease) in cash flows from changes in:
      Accounts receivable...................................          (33,858)            8,060        (30,480)
      Prepaid expenses......................................               --           (17,583)       (48,681)
      Prepaid license fee...................................         (103,571)          103,571             --
      Accounts payable......................................          578,703           153,356       (103,480)
      License fee payable...................................               --           317,050       (317,050)
      Accrued payroll and related taxes.....................          218,936           157,759       (336,154)
      Accrued interest......................................          185,417           335,000        450,000
      Unearned revenue......................................               --                --        140,000
      Settlement payable....................................               --            50,000        (12,500)
                                                                  -----------       -----------   ------------
Net cash used for operating activities......................         (876,999)       (3,402,348)    (9,369,033)
                                                                  -----------       -----------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment.......................       (1,023,840)         (440,428)      (501,846)
  Purchase of intellectual property.........................         (250,000)          (25,003)            --
  Purchase of short-term investments........................               --                --        (75,000)
  Change in deposits........................................               --            (7,500)         7,500
                                                                  -----------       -----------   ------------
Net cash used for investing activities......................       (1,273,840)         (472,931)      (569,346)
                                                                  -----------       -----------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment of deferred offering costs........................               --                --       (435,740)
  Payment of deferred loan costs............................               --                --       (703,363)
  Proceeds from issuance of notes payable...................        2,000,000                --      5,000,000
  Proceeds from sale of common stock and warrants...........          159,500         4,326,464      6,863,288
  Exercise of common stock warrants.........................               --                --         70,000
  Redemption of common stock warrants.......................               --                --        (12,200)
  Proceeds from common stock notes receivable...............               --                --        213,750
                                                                  -----------       -----------   ------------
Net cash provided by financing activities...................        2,159,500         4,326,464     10,995,735
                                                                  -----------       -----------   ------------
Net increase in cash and cash equivalents...................            8,661           451,185      1,057,356
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..............               --             8,661        459,846
                                                                  -----------       -----------   ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD....................      $     8,661       $   459,846   $  1,517,202
                                                                  ===========       ===========   ============
Supplemental disclosure of cash flow information:
  Cash paid for interest....................................      $     8,666       $    57,460   $      2,537
                                                                  ===========       ===========   ============
Non-cash financing activities:
  Issuance of common stock and warrants in exchange for
    common stock notes receivable...........................      $        --       $   213,750   $         --
  Issuance of common stock in settlement of accounts
    payable.................................................               --                --         50,000
  Issuance of common stock and options for unearned
    compensation............................................               --        12,744,900        450,000
  Issuance of warrants in connection with note payable......               --                --      1,770,400
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

    Victory Entertainment Corp. ("Victory" or the "Company") was organized on
May 27, 1999 in the State of Florida and had no significant operations or assets
until it acquired LightPoint Entertainment, Inc. ("LightPoint" or the
"predecessor corporation") in a merger on July 1, 1999 (see Note 2). Victory is
an integrated entertainment company specializing in developing, producing and
distributing television and internet programming through its wholly-owned
subsidiaries Victory Television, Inc.; Victory Animation Studios, Inc.; Victory
Internet Productions, Inc.; Vamps Productions, Inc.; Victory Distribution, Inc.
and LightPoint Entertainment, Inc. The financial statements of Victory from
May 27, 1999 (the date of inception) through June 30, 1999 are not included in
these financial statements since that information is not considered meaningful
as Victory had minimal activity.

    LightPoint, was organized on July 31, 1997 in the State of Florida for the
purpose of providing full-service production services specializing in
multi-media 3D graphics and animation and producing children's television
programs, specifically THE DOOLEY AND PALS SHOW. As discussed in Note 2,
LightPoint entered into a merger agreement effective July 1, 1999, whereby it
became a wholly-owned subsidiary of Victory Entertainment Corp.

    The financial statements for the period from inception of LightPoint
(July 31, 1997) through June 30, 1998 and the year ended June 30, 1999 are those
of LightPoint. The financial statements for the year ended June 30, 2000 are
those of the Company and its wholly-owned subsidiaries, which includes
LightPoint.

PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements as of June 30, 2000 and for the year
then ended include the accounts of Victory, its wholly-owned subsidiaries and
the NEXTBIGSTAR.COM joint venture (see Note 10). All significant intercompany
transactions have been eliminated in consolidation.

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 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.

CASH EQUIVALENTS

    The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

DEFERRED OFFERING COSTS

    Fees, costs and expenses related to the proposed public offering are
capitalized and will be charged against the proceeds therefrom. If the proposed
offering is not consummated, the deferred costs will be expensed. (See Note 3).

                                      F-7
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEFERRED LOAN COSTS

    Deferred loan costs were incurred in connection with a note payable (See
Note 6) and are being amortized over the term of the loan of one year unless an
initial public offering ("IPO") occurs prior to March 28, 2001, at which time
the unamortized balance will be expensed.

PROPERTY AND EQUIPMENT

    Property and equipment are stated at cost. Depreciation and amortization are
computed using the straight-line method over the following estimated useful
lives:

<TABLE>
<S>                                                           <C>
Production equipment........................................  3--10 years
Software....................................................  3--5 years
Furniture and equipment.....................................  3--7 years
Leasehold improvements......................................  Life of lease
</TABLE>

IMPAIRMENT

    Assets are evaluated for impairment when events change or changes in
circumstances indicate that the carrying amounts of the assets may not be
recoverable. When any such impairment exists, the related assets are written
down to fair value.

INTELLECTUAL PROPERTY

    Intellectual property represents the costs of acquired rights to certain
intellectual properties associated with THE DOOLEY AND PALS SHOW. Intellectual
property is amortized on a straight-line basis over the estimated useful life of
THE DOOLEY AND PALS SHOW of seven years. Amortization began on July 1, 1999 when
the merger became effective (see Notes 2 and 5).

LOSS PER SHARE

    Loss per share is based upon the weighted average number of common shares
outstanding during each period. Diluted loss per share does not differ from
basic loss per share since the effect of potential common shares is
anti-dilutive. Potential common shares as of June 30, 2000 include 668,000
common stock options and 5,002,866 common stock warrants.

REVENUE RECOGNITION

    Revenues for all periods include fees for animation graphics services
performed by the Company and are recorded as the work is performed. During the
year ended June 30, 2000, the Company began recognizing sponsorship revenue in
connection with NEXTBIGSTAR.COM over the sponsorship period, which ranged from
30 to 45 days.

CONCENTRATION OF CREDIT RISK

    The Company's revenues were generated from animation graphic services
performed for third parties. Revenues from one customer represented 62%, 76% and
32% of total revenues for the period

                                      F-8
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
from inception (July 31, 1997) to June 30, 1998 and the years ended June 30,
1999 and 2000, respectively.

STOCK-BASED COMPENSATION

    The Company accounts for stock-based compensation under the provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). As permitted by SFAS 123, the Company has elected to
continue to follow Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for stock-based compensation to employees. Stock options and warrants
granted to nonemployees are valued using a Black-Scholes option pricing model
with appropriate assumptions for risk-free investment rates, expected lives,
dividend yields and volatility factors. The value of options and warrants
granted or issued to nonemployees is charged to appropriate asset or expense
accounts when the options and warrants are granted or issued.

FAIR VALUE OF FINANCIAL INSTRUMENTS

    Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of June 30,
2000. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments include
cash and cash equivalents, accounts receivable, accounts payable, accrued
expenses and notes payable. Fair values were assumed to approximate carrying
values for these financial instruments since they are short term in nature or
they are receivable or payable on demand.

SEGMENT INFORMATION

    The Company currently does not identify separate operating segments for
management reporting purposes. Separate and discrete financial information of
the various operating subsidiaries is currently not being evaluated regularly by
the chief operating decision maker in deciding how to allocate resources and in
assessing performance. The consolidated results of operations are currently the
basis on which management evaluates operations and makes business decisions.

RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by SFAS 138, requires
companies to recognize all derivative contracts as either assets or liabilities
in the balance sheet and to measure them at fair value. SFAS 133, as amended by
SFAS 137, is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000. Historically, the Company has not entered into derivative
contracts and does not expect to have any hedging activities in the future.
Accordingly, the adoption of SFAS 133 on July 1, 2000 did not affect the
Company's financial statements.

    In June 2000, the FASB issued Statement of Financial Accounting Standards
No. 139, "Rescission of FASB Statement No. 53 and Amendments to FASB Statements
No. 63, 89 and 121" ("SFAS 139"). SFAS 139 requires companies that previously
were subject to the requirements of SFAS 53 to follow the guidance in AICPA
Statement of Position No. 00-2, "Accounting by Producers and Distributors of

                                      F-9
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Films" ("SOP 00-2"), SOP 00-2 is effective for financial statements for fiscal
years beginning after December 15, 2000. The Company has not yet evaluated the
impact of SOP 00-2 on its financial statements.

    In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44 ("FIN 44"), Accounting for Certain Transactions Involving
Stock Compensation, an Interpretation of APB Opinion No. 25. FIN 44 clarifies
the application of Opinion No. 25 for (a) the definition of employee for
purposes of applying Opinion No. 25, (b) the criteria for determining whether a
plan qualifies as a noncompensatory plan, (c) the accounting consequences of
various modifications to the terms of a previously fixed stock option or award,
and (d) the accounting for an exchange of stock compensation awards in a
business combination. FIN 44 is effective July 2, 2000, but certain conclusions
cover specific events that occur after either December 15, 1998 or January 12,
2000. The Company believes that the impact of FIN 44 will not have a material
effect on the Company's financial position or results of operations.

2. MERGER AGREEMENT

    Effective July 1, 1999, Premium Entertainment Corp. ("Premium"), a
wholly-owned subsidiary of Victory entered into an Agreement and Plan of Merger
("Merger Agreement") with LightPoint. The Merger Agreement provided for a
business combination whereby LightPoint and Premium were merged into a single
corporation, in which LightPoint was the surviving corporation and replaced
Premium as a wholly-owned subsidiary of Victory. As part of this Merger
Agreement, 2,072,600 shares of common stock of LightPoint were exchanged for an
equal number of common shares of Victory and the majority shareholder of
LightPoint surrendered 1,900,000 shares of LightPoint common stock. Furthermore,
warrants to purchase 2,239,841 shares of LightPoint common stock were exchanged
for an equal number of warrants to purchase shares of common stock of Victory.
The transaction was accounted for as a recapitalization of LightPoint.
Accordingly, the 1,900,000 shares surrendered by Lightpoint's majority
shareholder was recorded retroactively to Lightpoint's date of inception.

3. GOING CONCERN

    The Company and the Predecessor have experienced recurring losses from
operations, have negative working capital and a capital deficit. In addition,
LightPoint is currently in litigation in connection with a default under notes
payable amounting to $2,000,000 (see Note 6). These matters raise substantial
doubt about the Company's ability to continue as a going concern.

    The Company's current projects include the production and distribution of
THE DOOLEY AND PALS SHOW and the production of NEXTBIGSTAR.COM, an online
entertainment talent search hosted by television personality Ed McMahon. The
Company raised $6.9 million from July 28, 1999 through December 17, 1999 in a
private offering which enabled it to commence production of THE DOOLEY AND PALS
SHOW and launch the NEXTBIGSTAR.COM project. In April 2000, the Company received
net proceeds of $4.3 million in a private placement of a note payable and
warrants (see Note 6). The Company determined there is a need for public
financing in order to provide for the continued funding of these and additional
projects. Accordingly, the Company is in the process of an IPO to sell 2,300,000
shares of common stock at a price of $11 per share. The Company estimates they
will receive net proceeds of approximately $21 million in this offering. As of
June 30, 2000, the Company incurred $435,740 in deferred offering costs.

                                      F-10
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. GOING CONCERN (CONTINUED)
    The Company's ability to continue as a going concern remains dependent upon
the success of THE DOOLEY AND PALS SHOW, the NEXTBIGSTAR.COM project and the
ability to complete the proposed IPO. However, there can be no assurances that
this offering will occur or that THE DOOLEY AND PALS SHOW and the
NEXTBIGSTAR.COM project will yield positive operating results in the future. In
the event that the proposed IPO is not consummated on a timely basis, the
Company will need to seek additional financing from other sources. The Company
believes that revenues from operating activities during the next 12 months will
not be sufficient to support operations during that period. There can be no
assurance that the Company will be able to find alternate financing on a timely
basis, if at all.

4. LICENSE AGREEMENT

    In August 1997, LightPoint entered into an agreement with Walt Disney World
Co. ("Disney") to operate a 3D graphics department at Disney-MGM Studios for a
term of five years terminating in October 2002. LightPoint agreed to pay Disney
a total of $1,000,000 over the term to operate the graphics department, and
Disney agreed to utilize LightPoint's graphics department for its 3D graphic
production needs and to provide LightPoint with facility space and other office
support on Disney premises. Pursuant to the agreement, a letter of credit in the
amount of $650,000 was required to be posted by the Company and certain property
and equipment was pledged as security. Furthermore, LightPoint agreed to pay
royalties to Disney representing the greater of $150,000 in the first year and
$200,000 annually thereafter, or a percentage of gross revenue derived from
production work generated by the department, as defined in the agreement.

    In July 1999, the agreement was effectively terminated, and the original
agreement amount of LightPoint's obligation was reduced to $575,000, of which
$246,429 and $328,571 is included in general and administrative expenses for the
periods ended June 30, 1998 and 1999, respectively. Royalty fees related to this
agreement amounted to $112,500 and $187,500 for the periods ended June 30, 1998
and 1999, respectively. LightPoint prepaid $103,571 of these license and royalty
fees as of June 30, 1998 and accrued $317,050 of these fees as of June 30, 1999.

    Furthermore, LightPoint paid Disney a total of $49,500 during a 90-day
period commencing July 9, 1999 for the option to discuss possible restructuring
of the original agreement. A restructuring had not been negotiated as of the end
of the 90-day period, at which time the option was terminated and the Company
had no further obligations to Disney under this agreement.

5. INTELLECTUAL PROPERTY

    Intellectual property represents the costs of acquired rights to certain
intellectual properties associated with the production of THE DOOLEY AND PALS
SHOW. In December 1997, LightPoint acquired the rights in and to the
intellectual property entitled Dooley and ancillary tangible items for $250,000
from a third party. These rights include all copyrights, trademark rights,
adoption rights, licensing rights, music rights, broadcasting rights, video
rights and all rights of distribution, display and performance by any means or
methods whether now known or hereafter invented. Accumulated amortization as of
June 30, 2000 and amortization expense for the year then ended was $39,636.

    After the merger, Lightpoint produced a pilot episode of THE DOOLEY AND PALS
SHOW and is currently producing numerous episodes, which are currently airing on
various public broadcasting stations. Although Lightpoint will receive no
revenue from the production of THE DOOLEY AND PALS

                                      F-11
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. INTELLECTUAL PROPERTY (CONTINUED)
SHOW, it anticipates significant revenue from the licensing and sales of
merchandise related to the characters of THE DOOLEY AND PALS SHOW. Lightpoint is
contingently liable to the original seller of the Dooley rights for royalties
equal to 8% of gross profits, as defined in the agreement, generated from the
exploitation of such rights. There have been no royalty expenses incurred
pursuant to this agreement through June 30, 2000.

6. NOTES PAYABLE

CMI NOTES

    LightPoint Entertainment, LLC, an entity which was under common control with
LightPoint Entertainment, Inc., borrowed $1,000,000 on October 23, 1997 and
$1,000,000 on December 16, 1997 from CMI International Holdings, Ltd. ("CMI"), a
company organized under the laws of Taiwan, ROC. The funds borrowed by
LightPoint Entertainment, LLC were transferred by the lender to the account of
LightPoint Entertainment, Inc. The notes subject to litigation, as described
below, accrue interest at 15% annually. The notes became due on March 25, 1998
and are currently in default. Accrued interest as of June 30, 2000 was $820,417.

    On May 12, 1999, LightPoint Entertainment, Inc. was sued by CMI in Florida
state court for its alleged failure to pay the $2.0 million principal plus
accrued interest on the above notes payable. Following dismissal of the suit on
July 16, 1999, CMI filed an amended complaint naming LightPoint Entertainment,
LLC, as well as the two former LightPoint officers who executed the promissory
notes, as parties to the suit.

    On September 6, 2000, the Company entered into a stipulation to settle this
litigation upon consummation of an IPO through payment to CMI of $1,000,000 in
cash from the net proceeds of the offering and the issuance of 160,428 shares of
common stock to CMI's affiliate CMC Magnetics Corporation ("CMC"), determined by
dividing $1,500,000 by 85% of the assumed public offering price of $11 per
share. As part of the settlement, the Company has agreed to register the 160,428
shares for public resale. If the registration statement relating to these shares
is not effective on the 181st day following the closing date of the IPO, the
Company is obligated to pay CMC an additional $500,000. In connection with this
settlement, CMI will also relinquish any rights it may have under a distribution
agreement entered into between CMI and Lightpoint relating to merchandising in
Asia.

NOTE PAYABLE PRIVATE PLACEMENT


    On April 3, 2000, Victory issued a $5,000,000 note payable and warrants to
purchase 880,000 shares of common stock in a private placement. The note payable
is due the earlier of the completion of the proposed IPO, or March 28, 2001,
with interest at 12% per annum. There was $703,363 of costs incurred in
connection with this private placement, which include legal fees and
underwriters' fees and commissions and are being amortized over one year, the
term of the note. For the year ended June 30, 2000, $175,841 of these costs were
amortized and included in interest expense. If the IPO occurs before one year,
the remaining unamortized loan costs will be expensed at the time of the IPO
when the loan is repaid. Accrued interest as of June 30, 2000 was $150,000.



    In connection with this private placement, the investor was issued 800,000
warrants, which are exercisable at $7.00 per share or, if the Company's
registration statement becomes effective, 85% of the per share offering price
and which expire March 28, 2003. The placement agent for the offering was


                                      F-12
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. NOTES PAYABLE (CONTINUED)

issued 80,000 warrants which are exercisable at a price $7.00 per share or, if
the Company's registration statement becomes effective, 165% of the per share
offering price and which expire March 28, 2005. The fair value of the 880,000
warrants at the date of issuance was $1,770,400 using the Black-Scholes option
pricing model with the following weighted-average assumptions: an $8.00 fair
value of the Company's common stock as of April 3, 2000, as determined by
management, no dividend yield, expected volatility of .01%, risk-free interest
rate of 5% and an expected life of the investor warrants of three years and the
placement agent warrant of five years. The fair value of the 800,000 warrants of
$1,568,000 was recorded as a debt discount and is being amortized to interest
expense over the term of the note payable of one year. During the year ended
June 30, 2000, $392,000 was amortized to interest expense and as of June 30,
2000, the unamortized debt discount was $1,176,000. The fair value of the 80,000
warrants of $202,400 was recorded as deferred loan costs and is being amortized
over one year. During the year ended June 30, 2000, $50,600 was amortized to
interest expense. If the proposed IPO occurs, the fair value of these warrants
using the Black-Scholes option pricing model and an assumed IPO price of $11 per
share, would increase by $581,600 and would be recorded as interest expense upon
consummation of the IPO since the related note payable will be paid off from the
proceeds of this offering.


    The holders of the 880,000 warrants to purchase shares of the Company's
common stock described above are parties to agreements that provide the right to
require the Company to register the sale of shares underlying those warrants
concurrent with the IPO. If the Company fails to keep the registration statement
relating to the resale of these shares effective, the Company could be subject
to cash penalties equal to the greater of 10% of the holders' aggregate exercise
price of the warrants or 10% of the then current fair market value of the
underlying shares.

7. SETTLEMENT PAYABLE

    On July 7, 1998, a settlement agreement was entered into between LightPoint
and its two shareholders, whereby one shareholder agreed to sell all of his
shares to the other shareholder, to resign as a director and officer of
LightPoint, and to relinquish all rights he had in LightPoint. Pursuant to the
settlement agreement, LightPoint agreed to pay the former shareholder a total of
$225,000. As outlined in the settlement agreement, the payment of the $225,000
was contingent upon certain conditions, including LightPoint's satisfaction of
certain obligations and the achievement of certain financial operating results.

    Prior to June 30, 1999, the former shareholder filed suit against LightPoint
and the shareholder to whom the shares were sold for payment of the full
$225,000. On March 20, 2000, a settlement was reached between this shareholder
and the Company for $50,000, which was recorded as compensation expense in 1999
and as a settlement payable as of June 30, 1999. The Company is required to pay
the former shareholder $4,167 per month for a period of 12 months. As of
June 30, 2000, $12,500 had been paid to the former shareholder.

                                      F-13
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. CAPITAL STOCK

    On July 31, 1997, LightPoint was organized by two founding shareholders, who
each received 1,000,000 shares of common stock. On July 7, 1998, one of the
founding shareholders sold all of his shares to the other founding shareholder
(see Note 7).

    On July 10, 1998, the sole shareholder of LightPoint approved a change in
the par value of LightPoint's common stock from $1 to $.001 per share and
approved an increase in the number of authorized common shares from 7,500 to
50,000,000 shares. All share information included in the accompanying financial
statements and notes has been retroactively adjusted to give effect to the
change in par value.

    In July 1998, LightPoint's board of directors, by resolution, authorized
LightPoint to offer its securities through a private placement memorandum,
pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended.
On July 13, 1998, a private placement memorandum was issued by LightPoint,
whereby LightPoint offered to sell 480 units for $12,500 per unit, each unit
consisting of 5,000 shares of common stock and 5,000 warrants. Each warrant
entitled the registered holder to purchase, at any time for a two-year period
from the date of issuance, one share of common stock for $7 as to 1,788,600
warrants and $4 as to 110,000 warrants. The warrants are subject to redemption
by the Company at $.10 per share of which 87,000 were redeemed as of June 30,
2000. The private placement closed on July 15, 1999 and, as of that date,
1,915,000 shares of common stock and 1,915,000 warrants had been sold.

    Pursuant to subscription warrant agreements dated November 30, 1998,
LightPoint issued 341,241 warrants for consulting services at an exercise price
of $.25 per share. These warrants are exercisable on various dates from November
2003 through March 2004. The fair value of LightPoint's stock over the exercise
price of $710,463 was recorded as consulting expense in 1999 and was based upon
the Black-Scholes option pricing model with the following weighted average
assumptions: no dividend yield, expected volitility of .01% risk free interest
rate of 5% and expected life of five years.

    On May 27, 1999, Victory was organized by one founding shareholder who
received 5,000,000 shares of common stock. In addition, on June 9, 1999, Victory
issued 750,000 shares of common stock to non-employee consultants, 120,000
shares of common stock to individuals designated as officers of the Company and
50,000 shares of common stock to its legal counsel. All of these shares were
valued at $2.50 per share, representing the purchase price of the common stock
sold in Lightpoint's private placement in process during the period these shares
were issued. Unearned compensation of $12,495,000 and $249,900 was recorded on
May 27, 1999 and June 9, 1999, respectively, related to employment agreements
with the founding shareholder and two officers which will be amortized over the
life of the agreements of six and two years, respectively. Compensation and
consulting expense of $2,050,100 was recorded on June 9, 1999 relating to the
value of the other issuances to the remaining officers, consultants and legal
counsel. Amortization of the unearned compensation of $2,207,450 was recorded
for the year ended June 30, 2000.

    On June 9, 1999, LightPoint issued 50,000 shares of common stock to an
officer in connection with a termination agreement and recorded $114,000 of
compensation expense during the year ended June 30, 1999 representing the fair
value of the common stock issued.

    On June 9, 1999, by resolution of the board of directors, 120,000 options
were issued to certain officers. On July 1, 1999, the Company issued 50,000
shares of common stock and 50,000 options to a former officer of LightPoint in
connection with a termination agreement and recorded $114,000 of

                                      F-14
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. CAPITAL STOCK (CONTINUED)
compensation expense, representing the fair value of the common stock issued. An
additional 100,000 options were issued on the same date to another former
officer of LightPoint in connection with a termination agreement. The 270,000
options issued are exercisable at $.25 per share and are contingent upon the
filing of a registration statement for an initial public offering. The options
expire three years from the date of issuance if an initial public offering has
not occurred. Upon consummation of the initial public offering, the Company will
record $2,902,500 of compensation expense, representing the difference between
the assumed initial public offering price of $11 per share and exercise $.25 per
share in connection with these options.

    As described in Note 2, on July 1, 1999, in connection with the merger
between LightPoint and Victory, 2,072,600 shares of common stock of LightPoint
were exchanged for an equal number of common shares of Victory. The majority
shareholder of LightPoint surrendered 1,900,000 shares of LightPoint common
stock, which was recorded retroactively to LightPoint's date of inception.
Furthermore, warrants to purchase 2,239,841 shares of LightPoint common stock
were exchanged for an equal number of warrants to purchase shares of common
stock of Victory.

    The Company's board of directors, by resolution, authorized the Company to
offer its securities through a private placement memorandum, pursuant to Rule
506 of Regulation D of the Securities Act of 1933, as amended. On July 26, 1999,
a private placement memorandum was issued by the Company, whereby the Company
offered to sell 500 units for $12,250 per unit, each unit consisting of 3,500
shares of common stock and 3,500 warrants. Each warrant entitled the registered
holder to purchase, at any time for a two year period from the date of issuance,
one share of common stock for $7.00. The warrants are subject to redemption by
the Company at $.10 per share of which 35,000 were redeemed as of June 30, 2000.
The private placement memorandum closed on December 17, 1999 and as of that date
1,948,625 shares of common stock and 1,948,625 warrants had been sold.


    On January 10, 2000, a certain director was issued warrants to purchase
50,000 shares of common stock and granted options to purchase 100,000 shares of
common stock, 50,000 of which vest immediately and 50,000 of which vest after
one year if the director remains with the Company. The warrants and options are
exercisable at $.001 per share and expire within two years from the date of
issuance. The Company recorded $450,000 of unearned compensation in connection
with the options, in accordance with APB 25, representing the fair value of the
Company's common stock of $4.50, as determined by management, over the exercise
price. Amortization of the unearned compensation of $225,000 was recorded for
the year ended June 30, 2000 related to these options. The Company recorded
$225,000 in compensation in connection with the warrants, representing the fair
value of the Company's common stock of $4.50, as determined by management, over
the exercise price.


    On March 1, 2000, pursuant to an employment agreement, the Chief Operating
Officer of Next Big Star, LLC was issued 35,000 options to purchase common
stock. The options vest and are exercisable over a three-year period beginning
March 1, 2001. The exercise price is the price determined at the time of the
initial public offering or if the initial public offering does not occur prior
to the vesting date the exercise price shall be the fair market value as of the
vesting date.


    On April 18, 2000 the Company issued fully vested options to purchase 45,000
shares of its common stock to two members of its Board of Directors at an
exercise price of $3.50 per share. The Company recorded $202,500 in compensation
in connection with the options, representing the fair value of the Company's
common stock of $8.00, as determined by management, over the exercise price.


                                      F-15
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. CAPITAL STOCK (CONTINUED)

In addition, on April 18, 2000, in connection with the joint venture between
Victory Internet Productions and McMahon Communications, Inc. (See Note 10), the
Company issued 50,000 options to Ed McMahon at an exercise price of $3.50 per
share and was fully vested upon issuance and expire five years. The Company
recorded $225,000 in compensation in connection with the options, representing
the fair value of the Company's common stock of $8.00, as determined by
management, over the exercise price.


    On May 30, 2000, the Company redeemed 122,000 warrants at $.10 per warrant.
These warrants were issued in connection with the LightPoint and Victory private
placement offerings.

    In April 2000, the Company's Board of Directors adopted the 2000 Long Term
Incentive and Share Award Plan ("the Plan"). The Plan provides for the granting
of up to 500,000 shares of common stock to employees, officers, directors,
consultants and independent contractors of the Company or any of its affiliates.
The Plan may be administered by the Company's Board of Directors or by a
committee of the Board of Directors. The administrator has the authority to
determine from time to time the eligible participants to whom stock options are
to be granted, the number of shares of common stock for which options are
exercisable and the purchase price of the shares, and all other terms and
conditions of the options. The administrator will determine the term of each
option and the vesting requirements, provided that the exercise period may not
exceed ten years from the date of grant. On May 19, 2000 and June 19, 2000, the
Company issued 143,000 and 25,000 options, respectively, to purchase shares of
common stock to officers and employees under the Plan. The options vest upon
consummation of the proposed initial public offering and are exercisable at the
initial public offering price.

    Options outstanding as of June 30, 2000 consist of the following:


<TABLE>
<CAPTION>
                                                                                   WEIGHTED-
                                                                     WEIGHTED-      AVERAGE
                                                                      AVERAGE    FAIR VALUE OF
                                                          NUMBER     EXERCISE       OPTIONS
                                                         OF SHARES     PRICE        GRANTED
                                                         ---------   ---------   -------------
<S>                                                      <C>         <C>         <C>
Balance, June 30, 1998.................................         --    $   --         $  --
Granted below market...................................    120,000       .25          2.26
                                                         ---------    ------         -----
Balance, June 30, 1999.................................    120,000       .25          2.26
Granted below market...................................    250,000       .15          3.17
Granted at market......................................     95,000      3.50          5.27
Granted at future IPO price............................    203,000     11.00            --
                                                         ---------    ------         -----
Balance, June 30, 2000.................................    668,000    $ 3.94         $3.36
                                                         =========    ======         =====
</TABLE>


    The status of the above options as of June 30, 2000 is as follows:

<TABLE>
<CAPTION>
                                                                                  WEIGHTED-
                                                                     WEIGHTED-     AVERAGE
                                                                      AVERAGE     REMAINING
                                                          NUMBER     EXERCISE    CONTRACTUAL
                                                         OF SHARES     PRICE        LIFE
                                                         ---------   ---------   -----------
<S>                                                      <C>         <C>         <C>
Exercisable............................................    195,000    $ 1.71          4.8 years
Unexercisable..........................................     35,000     11.00          2.7 years
Contingent upon IPO....................................    438,000      4.37          2.0 years
                                                         ---------    ------        -----

  Total................................................    668,000    $ 3.94          2.5 years
                                                         =========    ======        =====
</TABLE>

                                      F-16
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. CAPITAL STOCK (CONTINUED)

    The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting for
its stock-based compensation to employees. Accordingly, compensation expense has
only been recognized for stock-based compensation issued to employees below the
fair market value of the common stock. Had compensation cost of the Company's
stock-based compensation issued to employees and directors been determined based
upon the fair value at the grant date consistent with the methodology described
under SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's pro
forma net loss for 2000 would have been $13,413,684. Pro forma basic and diluted
loss per share would have been $1.43 for 2000.


    Warrants outstanding as of June 30, 2000 consist of the following:

<TABLE>
<CAPTION>
                                                           NUMBER       EXERCISE
                                                          OF SHARES      PRICE            EXPIRATION DATE
                                                          ---------   ------------   -------------------------
<S>                                                       <C>         <C>            <C>
Consultant warrants.....................................    341,241   $       .25             11/30/03-3/01/04
Private placement warrants..............................  3,731,625   $       4-7             7/28/00-12/17/01
Directors' warrants.....................................     50,000   $         7                      1/10/05
Investor warrants.......................................    800,000   $         7                      3/28/03
Placement agent warrants................................     80,000   $         7                      3/28/05
                                                          ---------
                                                          5,002,866
                                                          =========
</TABLE>

9. TAXES ON INCOME

    LightPoint was an S corporation from the date of inception (July 31, 1997)
through August 20, 1998, at which time it lost its S corporation status when it
exceeded the maximum number of shareholders as allowable under the Internal
Revenue Code. In lieu of corporate income taxes, the shareholders of an S
corporation are taxed on their proportionate share of LightPoint's taxable
income. As such, for the period from the date of inception through June 30,
1998, the financial statements contain no deferred tax benefit from the losses
incurred through June 30, 1998.

    Subsequent to August 20, 1998, LightPoint began to account for income taxes
according to the liability method. At that date, the net deferred tax asset had
a full valuation allowance. Under this method, deferred tax assets and
liabilities are determined based on differences between financial reporting and
tax bases of assets and liabilities. Measurement of deferred income tax is based
on enacted tax rates and laws that will be in effect when the differences are
expected to reverse, with the measurement of deferred income tax assets being
reduced by available tax benefits not expected to be realized.

                                      F-17
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. TAXES ON INCOME (CONTINUED)
    The components of deferred tax assets and liabilities consisted of the
following:


<TABLE>
<CAPTION>
                                                    JUNE 30, 1999   JUNE 30, 2000
                                                    -------------   -------------
<S>                                                 <C>             <C>
Deferred tax assets:
  Settlement payable..............................   $    18,800     $    14,100
  Warrants and options issued as compensation.....       267,400         352,000
  Net operating loss carryforward.................     1,361,100       5,365,000
  Valuation allowance.............................    (1,573,500)     (5,638,000)
                                                     -----------     -----------
Deferred tax assets...............................        73,800          93,100
Deferred tax liabilities:
  Depreciation and amortization...................       (73,800)        (93,100)
                                                     -----------     -----------
Net deferred tax assets...........................   $        --     $        --
                                                     ===========     ===========
</TABLE>



    LightPoint's valuation allowance increased by $1,573,500 and $4,064,500
during the years ended June 30, 1999 and 2000, respectively. LightPoint and
Victory have recorded a valuation allowance to state its deferred tax assets at
estimated net realizable value due to the uncertainty related to realization of
these assets through future taxable income. At June 30, 2000, LightPoint and
Victory had an unused net operating loss carryforward ("NOL") of approximately
$14,259,000, which expires from 2018 to 2020. As a result of various stock
issuances and the merger, the use of these NOLs may be limited under the
provisions of section 382 of the Internal Revenue Code of 1986, as amended.


10. JOINT VENTURE

    On January 14, 2000, Victory Internet Productions, Inc. ("VIP"), a
wholly-owned subsidiary of Victory entered into a joint venture agreement with
McMahon Communications, Inc. ("MCI") in order to develop, produce and exploit
NEXTBIGSTAR.COM, an Internet website, which will function as an online "talent
search." VIP and MCI each own 50% of the outstanding membership interest in Next
Big Star, LLC. The President and Chief Executive Officer of VIP and Ed McMahon
are the managers of Next Big Star, LLC. The voting arrangements provide that
while the current President and Chief Executive Officer is employed by Victory,
VIP will maintain voting control over the operations of Next Big Star, LLC,
operating as NEXTBIGSTAR.COM.

    VIP is responsible for the day-to-day management of the website and all
legal and business affairs and related corporate functions. VIP and MCI will be
jointly responsible for the content of the Internet programming on the website.
VIP will receive a monthly management fee equal to 10% of the gross revenues
derived from the website, whether in the form of fees, advances, royalties or
profit participation. MCI will be paid a fee of $10,000 per month during the
development and pre-launch phase commencing January 1, 2000, which will increase
to approximately $42,000 a month on April 15, 2000 commencing with the actual
launch of the website. Fees paid to MCI during the year ended June 30, 2000 were
$156,000. This fee is an obligation of Next Big Star, LLC and will cover the on-
screen and other website hosting services of Ed McMahon and the related creative
consultant services for the website. In the event the cash flow of Next Big
Star, LLC is insufficient to make the payments to MCI, the payments will be
funded by VIP.

    Under the operating agreement, net profits of NEXTBIGSTAR.COM are allocated
to the members evenly on a pro-rata basis and net losses are allocated solely to
VIP. Since VIP maintains voting control over

                                      F-18
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10. JOINT VENTURE (CONTINUED)
the operations of NEXTBIGSTAR.COM under a voting arrangement, the financial
statements of NEXTBIGSTAR.COM are included in the consolidated financial
statements of the Company.

11. COMMITMENTS AND CONTINGENCIES

LEASES

    The Company leases certain equipment and office space under agreements
accounted for as operating leases, which expire on various dates ranging from
September 1999 to August 2004. As of June 30, 2000, future minimum lease
payments required under operating leases that have initial or remaining
non-cancelable lease terms in excess of one year are as follows:

<TABLE>
<CAPTION>
YEAR ENDING JUNE 30,
--------------------
<S>                                                           <C>
2001........................................................   117,000
2002........................................................    69,000
2003........................................................    71,000
2004........................................................    12,000
                                                              --------
    Total future minimum lease payments.....................  $269,000
                                                              ========
</TABLE>

    Rent expense approximated $8,700, $70,200 and $274,500 for the periods ended
June 30, 1998, 1999 and 2000, respectively.

LITIGATION

    On February 7, 2000, Big Star Entertainment, Inc. ("Plaintiff") filed an
action against the Company alleging trademark infringement and related claims
under Federal and state law related to NEXTBIGSTAR.COM. In April 2000, the Court
issued a Decision and Order denying the plaintiff's application for a
preliminary injunction. In May 2000, Plaintiff's counsel appealed the decision
of the Court. On August 22, 2000, the parties to the lawsuit settled the action
without admitting or denying liability. The Company has no financial obligation
in connection with this settlement.

    As described in Note 6, the Company is also party to a lawsuit filed by CMI
International Holdings Limited ("CMI") in connection with notes payable due CMI
which are currently in default and has reached an agreement in principle to
settle.

    The Company from time to time is party to various legal proceedings arising
in the normal course of business. Management believes that the final outcome of
these proceedings will not have a material adverse effect upon the Company's
financial position or results of operations.

EMPLOYMENT AGREEMENTS

    The Company has entered into employment agreements expiring at various dates
through July 2004. As of June 30, 2000, the Company's total noncancelable
obligation under all employment contracts was approximately $5,754,000, of which
$5,000,000 of this amount can be paid in cash or shares of common stock at the
employee's option.

LICENSE AGREEMENTS

    As of June 30, 2000, Victory Distribution, Inc. had entered into licensing
agreements with third parties to manufacture and distribute THE DOOLEY AND PALS
SHOW program-related merchandise. The licensing agreements stipulate that
royalties will be received over the lives of the agreements as a

                                      F-19
<PAGE>
            VICTORY ENTERTAINMENT CORP. AND PREDECESSOR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
percentage of sales and a nonrefundable advance royalty is due upon signing the
agreement. At June 30, 2000, approximately $140,000 had been recorded as
unearned revenue related to the nonrefundable advance royalties. These royalties
will be recognized as revenue as the merchandise is manufactured and distributed
throughout the lives of the agreements.

CONSULTING AGREEMENTS

    On July 1, 1999, the Company entered into consulting agreements with two
former officers of the Company each for a period of one year. Under the
agreements, the former officers agreed to serve as independent contractors. One
of the officers was to provide consultation, design and other services related
to animation projects and the other officer was to provide corporate support. In
exchange for their services, the Company agreed to pay the officers $125,000 and
$75,000, respectively, for their services in equal installments over a one-year
term. The Company paid approximately $89,000 under the agreements through
November 30, 1999, at which time, the agreement with the officer for $125,000
was terminated. The Company may be liable for up to $50,000 of the remaining
outstanding amount to be paid under that agreement depending on the final
outcome as to the cause of termination.

    During April 2000, a former employee entered into a consulting agreement to
provide services through June 30, 2001 with a one year renewal option. The
Company is obligated to pay the consultant $150,000 throughout the term of the
agreement.

BROADCASTING DISTRIBUTION AGREEMENT

    In July 1999, the Company entered into a broadcasting distribution
agreement, which amended a September 25, 1997 agreement, with South Carolina
Educational Communications, Inc. ("Distributor"), whereby the Company is to
produce numerous episodes of THE DOOLEY AND PALS SHOW for Distributor to
distribute to the Public Broadcasting System ("PBS") and/or other affiliates.
The agreement is for a period of five years from the date the last episode is
delivered, provided that the Company may terminate the Distributor's rights
after the end of the third broadcast season unless at least 80% of all PBS
stations in the territory (which is defined as North America, U.S., Canada,
Puerto Rico, the Virgin Islands and Guam) are airing the series or are committed
to do so. In consideration, the Company agreed to pay Distributor 5% of net
profits, derived from the exploitation of THE DOOLEY AND PALS SHOW series during
the term of the five year agreement, commencing on the date the last episode is
delivered, unless terminated earlier. Net profits, as defined in the agreement
represent gross receipts less production costs, distributor costs and fees,
merchandise manufacturing costs and licensing fees and reasonable expenses to
protect and enforce THE DOOLEY AND PALS SHOW trademarks and related intellectual
property. In addition, the Company may be required to reimburse Distributor up
to $250,000 for mutually agreed upon expenditures by Distributor under the terms
of the agreement.

12. TRANSACTIONS WITH RELATED PARTIES

    A member of the Company's Board of Directors provided legal services to the
Company of approximately $54,000 during the year ended June 30, 2000 of which a
substantial portion was attributable to litigation relating to NEXTBIGSTAR.COM
(see Note 11).

    Another member of the Company's Board of Directors was affiliated with an
entity that provided financial advisory services to the Company for which it
received consulting fees of $968,000 and $1,417,000, which are included in
general and administrative expenses, during the year ended June 30, 1999 and
2000, respectively. This entity affiliated with the director also received
341,241 warrants on November 30, 1998 for consulting services (see Note 8).

                                      F-20
<PAGE>
                              [INSIDE BACK COVER.]

    [Storyboard frames for "Ed McMahon's NEXTBIGSTAR.COM," "THE DOOLEY AND PALS
SHOW," "VAMPS," "SK8RATZ," and "EXTREME TEAM" depicting various characters for
each of these projects.]
<PAGE>
<PAGE>
                                ALTERNATE PAGES

                             FOR RESALE PROSPECTUS


                SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2000


PROSPECTUS

                                  1,040,428 SHARES
                          VICTORY ENTERTAINMENT CORP.
                                  COMMON STOCK

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

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD 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 JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
    The selling shareholders named in this prospectus under the heading "Selling
Shareholders" are offering for sale, from time to time, up to 1,040,428 shares
of common stock of Victory Entertainment Corp., including 160,428 shares,
assuming a public offering price of $11.00 per share in Victory's initial public
offering, or IPO, to be issued upon consummation of Victory's initial public
offering and up to 880,000 shares of common stock issuable upon the exercise of
outstanding warrants to purchase common stock. The immediate sale of these
shares is restricted as described under the heading "Shares Eligible for Future
Sale--Lock-ups" in the IPO prospectus, which is part of this prospectus.

    Each selling shareholder, acting as principal for its own account or in
brokerage transactions at prevailing market prices or in transactions at
negotiated prices, may offer the shares for sale. We will not receive any
proceeds from the sale of the shares by these selling shareholders, and any
proceeds we receive upon the exercise of warrants will be used for general
corporate purposes. It is not possible at the present time to determine the
price to the public in any sale of the shares by the selling shareholders, and
each selling shareholder reserves the right to accept or reject, in whole or in
part, any proposed purchase of shares. Accordingly, the public offering price,
the amount of any applicable underwriting discounts and commissions and the net
proceeds to the selling shareholders will be determined at the time of such sale
by the selling shareholders.

    Our common stock has been approved for quotation on the Nasdaq National
Market under the symbol VICT.

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

    INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 7 IN THE IPO PROSPECTUS, WHICH IS PART OF THIS PROSPECTUS, TO READ ABOUT
FACTORS THAT YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
                             ---------------------

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

           , 2000
<PAGE>
                     ADDITIONAL PAGES FOR RESALE PROSPECTUS
                       INFORMATION ABOUT THIS PROSPECTUS

    Victory Entertainment Corp. has completed an initial public offering of
shares of its common stock. Sales of common stock by Victory in its IPO were
made under a prospectus dated             , 2000 which, other than its cover
page, is included in its entirety as part of this prospectus and may be relied
upon by purchasers of shares offered hereby.

                              SELLING SHAREHOLDERS

    This prospectus relates to the proposed resale by the holder of 160,428
shares of our common stock, assuming a public offering price of $11.00 per share
in our initial public offering, and by holders of up to 880,000 shares of common
stock issuable upon the exercise of outstanding warrants.

    The selling shareholders named in the table below have sole voting and
investment power with respect to all shares beneficially owned by them.
Information with respect to beneficial ownership is based upon our stock records
and data supplied to us by the selling shareholders and assumes the consummation
of our initial public offering. The selling shareholders may offer less than the
amount of shares indicated. No representation is made that any shares will or
will not be offered for sale. We will not receive any of the proceeds from the
sale of the shares, but may receive up to a maximum of $8,932,000, assuming a
public offering price of $11.00 per share in our initial public offering, if the
holders of the warrants described below elect to pay the exercise price upon
exercise in cash rather than on a "cashless" basis.

    The information shown under the heading "Shares Beneficially Owned After
Offering" assumes that all shares owned by the selling shareholders which are
offered are sold. The selling shareholders reserve the right to accept or
reject, in whole or in part, any proposed purchase of shares. The immediate sale
by the selling shareholders named below is restricted as described under the
heading "Shares Eligible For Future Sale--Lock-ups" in the IPO prospectus, which
is part of this prospectus.

<TABLE>
<CAPTION>
                                            SHARES BENEFICIALLY                 SHARES BENEFICIALLY
                                                   OWNED           SHARES TO           OWNED
                                              BEFORE OFFERING      BE OFFERED     AFTER OFFERING
                                           ---------------------   ----------   -------------------
NAME                                        NUMBER      PERCENT                  NUMBER    PERCENT
-----------------------------------------  ---------   ---------                --------   --------
<S>                                        <C>         <C>         <C>          <C>        <C>
CMC Magnetics Corporation(1).............   160,428       1.3%      160,428        0          0%
Wardley Investments Limited(2)...........   800,000       6.0%      800,000        0          0%
Weatherly Securities Corp.(3)............    14,686         *        14,686        0          0%
Andrea Buccafola(3)......................     6,117         *         6.117        0          0%
John Matthews(3).........................    10,876         *        10,876        0          0%
Jack Najarian(3).........................    10,876         *        10,876        0          0%
Stephanie Phillips(3)....................    31,328         *        31,328        0          0%
Steven Singer(3).........................     6,117         *         6,117        0          0%
</TABLE>

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

* Represents beneficial ownership of less than 1%.

(1) The number of shares to be offered by CMC Magnetics Corporation will be
    determined by dividing $1,764,706 by the initial public offering price per
    share in the IPO, which reflects the number of shares of common stock we
    will issue to CMC in connection with the resolution of the CMC litigation.
    For example, if the initial public offering price in our initial public
    offering were $8.00, $11.00 or $14.00, the number of shares available for
    sale by CMC under this prospectus would be 220,589, 160,428 or 126,051, as
    the case may be. The address for CMC is 104 Min Chaun West Road, Taipei,
    Taiwan.

                                      -b-
<PAGE>
(2) Consists of warrants to purchase 800,000 shares of common stock at an
    exercise price of $9.35 per share. The address for Wardley Investments
    Limited is Havilland Hall, Vaciquiedor, Saint Andrew Guernsey, Channel
    Islands GY68TP.

(3) Consists of warrants to purchase shares of common stock at an exercise price
    of $18.15 per share. These warrants were originally issued by us to
    Weatherly Securities Corp. for services provided by Weatherly to us in
    connection with the private placement of our 12% senior secured promissory
    note. In connection with our IPO, Weatherly Securities Corp. will receive
    additional warrants for shares of our common stock. The address for each of
    these selling shareholders is c/o Weatherly Securities Corp., Two World
    Trade Center, Suite 2946, New York, New York 10048.

                              PLAN OF DISTRIBUTION

    The shares offered may be sold by the selling shareholders. These sales may
be made on one or more exchanges or in the over-the-counter market, including
the Nasdaq National Market, or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions. The shares may be sold by each of the selling shareholders acting
as principal for its own account or in ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
broker-dealers engaged by the selling shareholders may arrange for other
broker-dealers to participate in the resales.

    Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling shareholders in amounts to be
negotiated in connection with the sale. These broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales, and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any securities covered by
this prospectus which qualify for sale under Rule 144 may be sold under
Rule 144 rather than under this prospectus.

    It is not possible at the present time to determine the price to the public
in any sale of the common stock by the selling shareholders. Accordingly, the
public offering price and the amount of any applicable underwriting discounts
and commissions will be determined at the time of such sale by the selling
shareholders. The aggregate proceeds to the selling shareholders from the sale
of the common stock will be the purchase price of the common stock sold less all
applicable commissions and underwriter's discounts, if any. We will pay
substantially all the expenses incident to the registration, offering and sale
of the common stock to the public by the selling shareholders, other than fees,
discounts and commissions of underwriters, dealers or agents, if any, and
transfer taxes.

                                      -c-
<PAGE>
                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The following is a list of the estimated costs and expenses, other than the
underwriting discounts and commissions, to be incurred by Victory Entertainment
Corp. ("Victory" or the "registrant") in connection with the distribution of the
shares of common stock being registered hereby. Except for the Securities and
Exchange Commission Registration Fee, the National Association of Securities
Dealers, Inc. Filing Fee, the Nasdaq National Market Listing Fee and the
Underwriters' non-accountable expense allowance (which assumes no exercise of
the underwriters' overallotment option and assumes a public offering price of
$11.00 per share), all amounts are estimates.

<TABLE>
<S>                                                           <C>
SEC Registration Fee........................................  $   11,634
National Association of Securities Dealers, Inc. Filing
  Fee.......................................................       3,674
Nasdaq National Market Listing Fee..........................      84,875
Underwriters' Non-Accountable Expense Allowance.............     759,000
Printing and Engraving Costs................................     200,000
Accounting Fees and Expenses................................     250,000
Legal Fees and Expenses (excluding Blue Sky)................     600,000
Transfer Agent and Registrar Fees...........................      10,000
Miscellaneous Expenses......................................     230,817
                                                              ----------
    Total...................................................  $2,150,000
                                                              ==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Our articles of incorporation and bylaws provide for the indemnification of
our directors and officers to the fullest extent authorized by Florida law,
except that we will indemnify a director or officer in connection with an action
initiated by that person only if the action initiated by that person only if the
action was authorized by our board of directors. The indemnification provided
under our articles of incorporation and bylaws includes the right to be paid
expenses in advance of any proceeding for which indemnification may be had,
provided that the payment of these expenses incurred by a director or officer in
advance of any proceeding for which indemnification may be had, provided that
the payment of these expenses incurred by a director or officer in advance of
the final disposition of a proceeding may be made only upon delivery to us of an
undertaking by or on behalf of the director or officer to repay all amounts paid
in advance if it is ultimately determined that the director or officer is to
entitled to be indemnified. Under our articles of incorporation, if we do not
pay a claim for indemnification within 60 days after we have received a written
claim, the director or officer also will be entitled to be paid the expense of
prosecuting the action to recover these unpaid amounts.

    As permitted by Florida law, our directors shall not be personally liable to
us or our shareholders for monetary damages for any statement, vote, decision,
or failure to act, regarding corporate management or policy, unless the director
breached or failed to perform his or her duties as a director:

    - in violation of criminal law or in conscious disregard for our best
      interests or with willful misconduct;

    - in a transaction where he or she derived an improper personal benefit; or

    - for unlawful distributions and in limited other circumstances.

    Under our articles of incorporation and bylaws, we have the power to
purchase and maintain insurance on behalf of any person who is or was one of our
directors, officers, employees or agents, or

                                      II-1
<PAGE>
is it was serving at our request as a director, officer, employee, partner or
agent of another corporation or of a partnership, joint venture, limited
liability company, trust or other enterprise, against any liability asserted
against the person or incurred by the person in any of these capacities, or
arising out of the person's fulfilling one of these capacities. We maintain
insurance on behalf of all our officers and directors.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

    No securities of the registrant which were not registered under the Act have
been issued or sold by the registrant within the past three years except as
follows:

    1. On July 31, 1997, Lightpoint Entertainment, Inc., the registrant's
predecessor ("Lightpoint"), issued 2,000,000 shares of common stock to its
founders (of which 1,900,000 shares were surrendered to Lightpoint prior to the
merger described below).

    2. Between July 13, 1998 and July 17, 1999, Lightpoint issued an aggregate
of 1,915,000 shares of its common stock at a purchase price of $2.50 per share
(except for 110,000 shares which were issued at a purchase price of $2.31 per
share) and warrants to purchase 1,805,000 shares of its common stock at an
exercise price of $7.00 per share and warrants to purchase 110,000 shares of its
common stock at an exercise price of $4.00 per share, in a series of offerings
conducted in accordance with Regulation D under the Securities Act.

    3. On November 30, 1998, Lightpoint issued warrants to purchase 341,241
shares of common stock to consultants of Lightpoint for consulting services at
an exercise price of $0.25 per share.

    4. On May 27, 1999 (the registrant's date of inception), the registrant
issued 5,000,000 shares to the registrant's chief executive officer at par
value.

    5. On June 9, 1999, the registrant issued:

       - 750,000 shares of common stock to non-employee consultants at par
         value;

       - 120,000 shares of common stock at par value and options to purchase
         120,000 shares of the registrant's common stock, which vest upon
         consummation of this offering, at $0.25 per share to individuals
         designated to become officers of the registrant following the merger;
         and

       - 50,000 shares of the registrant's common stock at par value to the
         registrant's legal counsel.

    6. On June 9, 1999, Lightpoint issued 50,000 shares of its common stock to
an officer in connection with a termination agreement.

    7. On June 30, 1999, immediately prior to the merger, Lightpoint issued
24,000 shares of its common stock to employees and other persons associated with
Lightpoint.

    8. On July 1, 1999, pursuant to an agreement and plan of merger, Lightpoint
became a wholly owned subsidiary of the registrant, and each outstanding share
of Lightpoint common stock was exchanged for one share of common stock of the
registrant (2,072,600 shares) and each outstanding warrant to purchase shares of
Lightpoint common stock was converted into warrants to purchase a like number of
shares of the registrant's common stock (warrants for 2,239,841 shares).

    9. In connection with termination agreements entered into on July 1, 1999 by
former officers of Lightpoint, the registrant issued 50,000 shares of common
stock at par value and options to purchase 150,000 shares of the registrant's
common stock, which vest upon consummation of this offering, at an exercise
price of $0.25 per share to former officers of Lightpoint.

    10. As of August 16, 1999, the registrant agreed to issue 14,286 shares of
common stock at par value to a vendor of Lightpoint as part of a settlement, and
these shares were issued on May 31, 2000.

                                      II-2
<PAGE>
    11. Between July 28, 1999 and December 17, 1999, the registrant issued an
aggregate of 1,948,625 shares of its common stock at a purchase price of $3.50
per share and warrants to purchase 1,948,625 shares of its common stock at an
exercise price of $7.00 per share, in a series of offerings conducted in
accordance with Regulation D under the Securities Act.

    12. On January 10, 2000, the registrant issued warrants to a member of its
board of directors to purchase 50,000 shares of common stock at an exercise
price of $.001 per share and options to purchase 100,000 shares of the
registrant's common stock, 50,000 of which vested immediately and 50,000 of
which vest after one year if the grantee is still a member of the registrant's
board of directors, at an exercise price of $.001 per share.

    13. On February 28, 2000, an investor received 10,000 shares of the
registrant's common stock upon the exercise of warrants at an exercise price of
$7.00 per share.

    14. On March 1, 2000, the registrant issued options to purchase 35,000
shares of common stock, which vest over a period of three years, exercisable at
the initial public offering price, or the fair market value at the vesting date
if this offering is not consummated, to an officer of Next Big Star LLC.

    15. On April 3, 2000, in connection with a private placement of a note
payable and warrants conducted in accordance with Regulation D of the Securities
Act the registrant issued:

       - a $5,000,000 principal 12% Senior Secured Promissory Note;

       - investor warrants to purchase 800,000 shares of its common stock at an
         exercise price of $7.00 or, in the event this offering is consummated,
         85% of the initial public offering price; and

       - placement agent warrants to purchase 80,000 shares of our common stock
         at an exercise price $7.00 or, in the event this offering is
         consummated, 165% of the initial public offering price.

    16. On April 18, 2000, the registrant issued fully vested options to
purchase 45,000 shares of its common stock at an exercise price of $3.50 per
share to members of its board of directors.

    17. In connection with a joint venture between the registrant and McMahon
Communications, Inc., on April 18, 2000, the registrant issued fully vested
options to purchase 50,000 shares of common stock at an exercise price of $3.50
per share.

    18. On May 19, 2000, subject to shareholder approval of the stock option
plan, the registrant issued 143,000 options to purchase shares of common stock
to officers and employees of the registrant under its stock option plan, which
vest over a three year period, exercisable at the initial public offering price.

    19. On June 19, 2000, the registrant issued 25,000 options to purchase
shares of common stock to a new officer of the registrant under its stock option
plan, which vest over a three year period, exercisable at the initial public
offering price.

    Except as indicated above, the issuance of the securities described above
were deemed to be exempt from registration under the Securities Act in reliance
on Section 4(2) of such Securities Act as transactions by an issuer not
involving any public offering. In addition, the issuances described in Items 18
and 19 were deemed exempt from registration under the Securities Act in reliance
upon Rule 701 promulgated under the Securities Act. The recipients of securities
in each such transaction represented their intentions to acquire the securities
for investment only and not with a view to or go sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates and warrants issued in such transactions. All recipients had
adequate access, through their relationships with us, to information about us.

                                      II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

    (a) Exhibits:

    The following exhibits are filed as part of this registration statement:


<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------   ------------------------------------------------------------
<C>                     <S>
    1.1+                Form of underwriting agreement.

    3.1+                Form of amended and restated articles of incorporation of
                        the registrant.

    3.2+                Form of amended and restated bylaws of the registrant.

    4.1 TRIANGLE        Specimen common stock certificate.

    5.1                 Opinion of Lowndes, Drosdick, Doster, Kantor & Reed, P.A. as
                        to the legality of securities being registered.

   10.1+                Amended and Restated Employment agreement dated as of
                        July 1, 2000 between the registrant and Michael H. Gerber.

   10.2+                Employment agreement dated as of July 12, 1999 between the
                        registrant and Art David, as amended.

   10.3+                Employment Agreement dated June 19, 2000 between the
                        registrant and Jacob (Kobi) Jaeger

   10.4+                Victory Entertainment Corp. 2000 Long Term Incentive and
                        Share Award Plan.

   10.5+                Form of Common Stock Subscription Warrant issued in
                        Lightpoint's private placement.

   10.6+                Form of Common Stock Subscription Warrant issued in the
                        registrant's private placement.

   10.7+                Form of Consultant Warrant issued by Lightpoint to Merit
                        Advisors Group, Inc.

   10.8+                Investor Warrant for the Purchase of Shares of Common Stock
                        issued by the registrant to Wardley Investments Limited,
                        including related Subscription Agreement.

   10.9+                Placement Agent Warrant Certificate issued by the registrant
                        to Weatherly Securities Corp.

   10.10+               Warrant Agreement dated as of March 28, 2000 between the
                        registrant and Weatherly Securities Corp.

   10.11+               Distribution Agreement dated as of July 26, 1999 between
                        South Carolina Educational Communications, Inc. and
                        Lightpoint.

   10.12+               Operating Agreement dated as of January 14, 2000 by and
                        among Next Big Star, LLC, Victory Internet Productions and
                        McMahon Communications Inc. and the related Agreement Among
                        Members, as amended.

   10.13+               Promotion Agreement dated January 24, 2000 by and between
                        Next Big Star, LLC and Microsoft Corporation.

   10.14+               Windows Media Technology Promotion Agreement dated
                        January 22, 2000 between Microsoft Corporation and Next Big
                        Star, LLC.

   10.15+               Windows Media ICP Broadband Jumpstart Program Agreement
                        dated January 22, 2000 between Microsoft Corporation and
                        Next Big Star, LLC.

   10.16+++             Master Services Agreement dated January 14, 2000 between
                        Exodus Communications, Inc. and Next Big Star, LLC.

   10.17+++             Webcast Distribution Agreement dated January 21, 2000 by and
                        between iBEAM Broadcasting Corporation and Next Big
                        Star, LLC.

   10.18+               Agreement dated April 24, 2000 between the registrant and
                        Creative Artists Agency.
</TABLE>


                                      II-4
<PAGE>


<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                                   DESCRIPTION
---------------------   ------------------------------------------------------------
<C>                     <S>
   10.19+               Agreement dated April 21, 1999 between Fred Silverman
                        Productions, Inc. and Lightpoint Entertainment, Inc.

   10.20+               Distribution Agreement dated May 26, 2000 by and between
                        Next Big Star, LLC
                        and Mark Anthony Entertainment, Inc.

   10.21+               Merchandising Agreement dated July 1, 1999 between Victory
                        Distribution, Inc.
                        and Stalwart Productions.

   10.22+++             License Agreement dated as of April 1, 2000 between Victory
                        Distribution, Inc.
                        and Allison Manufacturing Co.

   10.23+++             License Agreement dated as of May 1, 2000 between Victory
                        Distribution, Inc.
                        and Unique Industries, Inc.

   10.24+++             License Agreement dated as of April 1, 2000 between Victory
                        Distribution, Inc.
                        and Pyramid Accessories.

   10.25+++             License Agreement dated as of May 1, 2000 between Victory
                        Distribution, Inc.
                        and Starbound Entertainment.

   10.26+++             License Agreement dated as of July 24, 2000 between Victory
                        Distribution, Inc.
                        and High Point Knitting, Inc.

   10.27+++             License Agreement dated as of June 1, 2000 between Victory
                        Distribution, Inc.
                        and S. Goldberg & Co.

   10.28+++             License Agreement dated as of June 21, 2000 between Victory
                        Distribution, Inc.
                        and Franco Manufacturing.

   10.29+++             License Agreement dated as of June 6, 2000 between Victory
                        Distribution, Inc.
                        and Drew Pearson Marketing.

   10.30                Form of Underwriters' Warrants to be issued by the
                        registrant to the underwriters upon consummation of its
                        initial public offering.

   10.31                Settlement Stipulation dated September 6, 2000 among the
                        registrant, Lightpoint Entertainment, Inc., CMI
                        International Holdings, Ltd., CMC Magnetics Corporation and
                        the other parties thereto.

   21.1+                Subsidiaries of the registrant.

   23.1                 Consent of Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
                        (included in their opinion filed as Exhibit 5.1).

   23.2                 Consent of BDO Seidman, LLP.

   24.1+                Power of attorney (included on signature page to the
                        original registration statement).

   24.2+                Power of attorney for Michael Jay Solomon.

   27.1 TRIANGLE        Financial Data Schedule.
</TABLE>


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


+   Previously filed.


++   Confidential treatment is being requested with respect to portions of this
    exhibit.

 TRIANGLE  Superseding Exhibit.

    (b) Financial Statement Schedules:
       None.

                                      II-5
<PAGE>
ITEM 17. UNDERTAKINGS.

    The undersigned registrant hereby undertakes 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.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 14 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

    The undersigned registrant hereby undertakes that:

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

        (2) For purposes 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.

    The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement;

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

        (ii) 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 in the
             aggregate, represent a fundamental change in the information set
             forth in the registration statement;

       (iii) To include any 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;

           PROVIDED, HOWEVER, that paragraphs 1(i) and 1(ii) do not apply if the
           registration statement is on Form S-3 or Form S-8, and the
           information required to be included in a post-effective amendment by
           those paragraphs is contained in periodic reports filed by the
           registrant pursuant to Section 13 or Section 15(d) of the Exchange
           Act that are incorporated by reference in the registration statement.

        (2) 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.

        (3) 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.

                                      II-6
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Orlando, State of Florida, on September 22, 2000.


<TABLE>
<S>                                                    <C>  <C>
                                                       VICTORY ENTERTAINMENT CORP.

                                                       By:  /s/ EDGAR N. MILLINGTON, JR.
                                                            -----------------------------------------
                                                            Name: Edgar N. Millington, Jr.
                                                            Title: Chief Financial Officer, Treasurer
                                                            and Secretary
</TABLE>


    Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.



<TABLE>
<CAPTION>
             SIGNATURE                              TITLE                        DATE
             ---------                              -----                        ----
<C>                                  <S>                                  <C>
                 *                   Chairman of the Board, Chief         September 22, 2000
----------------------------------   Executive Officer and President
         Michael H. Gerber

   /s/ EDGAR N. MILLINGTON, JR.      Chief Financial Officer, Treasurer   September 22, 2000
----------------------------------   and Secretary (principal financial
     Edgar N. Millington, Jr.        and accounting officer)

                 *                   Director                             September 22, 2000
----------------------------------
          Michael Collyer

                 *                   Director                             September 22, 2000
----------------------------------
          Paul Henderson

                 *                   Director                             September 22, 2000
----------------------------------
          Charles Wilner

                 *                   Director                             September 22, 2000
----------------------------------
        Michael Jay Solomon
</TABLE>


<TABLE>
<S>   <C>                                                    <C>                               <C>
*By:              /s/ EDGAR N. MILLINGTON, JR.
             --------------------------------------
                        ATTORNEY-IN-FACT
</TABLE>

                                      II-7