AsTable filedof with the Securities and Exchange Commission on August 8, 2003 Contents

~~Registration~~As filed with the Securities and Exchange ~~No.~~Commission on August ~~333-~~ 6, 2004

~~UNITED STATES SECURITIES AND EXCHANGE~~Registration ~~COMMISSION~~No. 333-

~~Washington,~~UNITED ~~D.C.~~STATES ~~20549~~SECURITIES AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~S-1~~D.C. 20549

~~REGISTRATION~~FORM ~~STATEMENT~~S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~THE~~LightFirst ~~SECURITIES ACT OF 1933~~Inc.

~~LightFirst~~(Exact ~~Inc.~~name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	7370	36-4437640
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Delaware		7370		36-4437640
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

25 Northwest Point Boulevard, Suite 700

25Elk ~~Northwest~~Grove ~~Point~~Village, ~~Boulevard~~IL 60007

~~Elk Grove Village, IL 60007~~(847) 640-8880

(~~847~~Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) ~~640-8880~~

~~(Address,~~Martin ~~including~~P. ~~zip code, and telephone~~Gilmore ~~number, including area code, of registrant’s principal~~ ~~executive offices)~~

~~Martin~~President P.and ~~Gilmore~~Chief Executive Officer

~~President~~25 ~~and~~Northwest ~~Chief~~Point ~~Executive~~Boulevard, Suite ~~Officer~~700

25Elk ~~Northwest~~Grove ~~Point~~Village, ~~Boulevard~~IL 60007

~~Elk~~Tel: ~~Grove Village, IL 60007~~(847) 640-8880

~~Tel~~Fax: (847) 640-~~8880~~1818

~~Fax:~~ (~~847~~Name, address, including zip code, and telephone number, including area code, of agent for service) ~~640-1818~~

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

~~Copies~~John ~~to:~~T. Blatchford

~~James~~Robyn MB. ~~Jenkins, Esq.~~Goldman

~~Daniel~~Vedder, ~~R. Kinel~~Price, ~~Esq~~Kaufman & Kammholz, P.C.

~~Dietrich~~222 A.North ~~King,~~LaSalle ~~Esq.~~Street, Suite 2400

~~Harter~~Chicago, ~~Secrest~~Illinois ~~& Emery LLP~~60601

~~1600~~Tel: ~~Bausch & Lomb Place~~(312) 609-7500

~~Rochester,~~Fax: ~~NY 14604~~(312) 609-~~2711~~5005

~~Tel~~Approximate date of commencement of proposed sale to the public: ~~(585)~~As ~~232-6500~~soon as practicable after the effective date of this Registration Statement.

~~Fax:~~If ~~(585)~~any ~~232-2152~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

~~Approximate~~If ~~date~~this ofForm ~~commencement~~is offiled ~~proposed~~to register additional ~~sale~~securities for an offering pursuant to Rule 462(b) under the ~~public:~~Securities AsAct, ~~soon~~please ascheck the following box and list the ~~practicable~~Securities ~~after~~Act registration statement number of the earlier effective ~~date~~registration ofstatement ~~this~~for ~~Registration~~the same ~~Statement~~offering. o

If ~~any~~this ofForm ~~the~~is ~~securities~~a ~~being~~post-effective ~~registered~~amendment ~~on this~~filed ~~Form~~pursuant ~~are~~ to beRule 462(c) ~~offered~~under onthe aSecurities ~~delayed~~Act, orcheck ~~continuous basis pursuant~~the tofollowing ~~Rule~~box ~~415~~and ~~under~~list the Securities Act ofregistration ~~1933~~statement number ~~check~~of the ~~following~~earlier effective registration statement for the ~~box~~same offering. o

If this Form is ~~filed~~a topost-effective ~~register~~amendment ~~additional~~filed ~~securities for an offering~~ pursuant to Rule 462(bd) 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. o

If ~~this~~delivery ~~Form~~of isthe aprospectus ~~post-effective~~is ~~amendment~~expected ~~filed~~to be made pursuant to Rule ~~462(c) under the Securities Act~~434, please check the ~~following~~ ~~box and list the Securities Act registration statement~~following ~~number of the earlier effective registration statement for the same offering~~box. o

IfCALCULATION ~~this~~OF ~~Form~~REGISTRATION ~~is a post-effective amendment filed~~FEE ~~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. o~~

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






		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering Price Per	Aggregate Offering	Amount of
Securities to be Registered	Registered	Share	Price	Registration Fee(1)


Common stock, $0.001 par value	2,000,000	$10.00	$20,000,000	$2,534

~~CALCULATION~~(1) OFPursuant ~~REGISTRATION~~to ~~FEE~~ Rule 457(p), an aggregate of 2,000,000 shares of Common Stock are being carried forward from those shares previously registered on a Form S-1 Registration Statement (Reg. No. 333-107769). A registration fee of $1,618 has previously been paid with respect to the shares registered in that filing.

Title of Each Class of	Proposed Maximum	Amount of
Securities to be Registered	Aggregate Offering Price(1)	Registration Fee
Common Stock, $.001 par value	$20,000,000	$1,618

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 commission, acting pursuant to Section 8(a), may determine.

~~(1)~~ Pursuant ~~Estimated~~to ~~solely~~the ~~for~~provisions of Rule 429 under Securities Act of 1933, this Registration Statement relates to Registration Statement No. 333-107769, filed by the Registrant. ~~purpose~~The prospectus forming part of ~~computing~~this Registration Statement shall serve the ~~registration~~purpose ~~fee~~of ~~pursuant~~a post-effective amendment to ~~Rule~~Registration ~~457(o)~~Statement No. 333-107769 as specified in Rule 429.

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

~~The~~ LightFirst ~~information~~Inc. inhas ~~this~~previously ~~prospectus~~filed isa Registration ~~not~~Statement ~~complete~~on ~~and~~Form S-1, ~~may~~File No. 333-107769, beand ~~changed.~~certain Weamendments ~~may~~thereto ~~not~~in ~~sell~~order ~~these~~to register ~~securities~~shares ~~until~~of ~~the~~its ~~registration~~Common ~~statement~~Stock. ~~filed~~Pursuant ~~with~~to Rule 429 under the Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933, isthis Registration Statement constitutes a post-effective amendment to Registrant Statement File No. 333-107769 ~~This~~terminating ~~prospectus~~the isoffering ~~not~~of an aggregate ~~offer~~of to2,000,000 shares ~~sell~~of ~~these~~its ~~securities~~Common ~~and~~Stock itcovered by issuch ~~not~~Registration ~~soliciting~~Statement. anAccordingly, ~~offer~~this toRegistration Statement ~~buy~~carries ~~these~~forward ~~securities~~from inthe ~~any~~previously ~~state~~filed ~~where~~Registration Statement 2,000,000 shares of Common Stock pursuant to Rule 457(p) under the ~~offer~~Securities orAct ~~sale~~and is not ~~permitted~~registering any additional shares.

SUBJECTTable TOof COMPLETION, DATED AUGUST 8, 2003 Contents

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

~~LightFirst~~Subject ~~Inc.~~to Completion, dated August 6, 2004

~~2,000,000~~PRELIMINARY ~~shares of Common Stock~~PROSPECTUS

(LIGHTFIRST LOGO)

~~$ per~~LightFirst Inc. ~~share~~

~~• This is our initial public offering of our common stock. We are offering our common stock directly to the public~~ 2,000,000 ~~without~~shares ~~the assistance~~ of ~~underwriters.~~Common Stock

~~• We are making this offering only to residents of Illinois, New York and Wisconsin, and this offering is void everywhere else~~ $10.00 per • You must purchase a minimum of 100 shares of our common stock to participate in this offering. • This offering may last for up to 180 days, beginning on the effective date of this prospectus. Until this offering ends, all proceeds received by us will be placed in an escrow account. • We must sell at least 1,200,000 shares of our common stock to use any proceeds from this offering. If we do not sell 1,200,000 shares of our common stock by the end of the offering period, we will refund all proceeds in the escrow account, without interest. • Currently, no public market exists for our of our common stock, and we cannot assure you that one will develop. We intend to apply to list our common stock on a national securities exchange, but we have not yet done so. If we apply to list our common stock on a national securities exchange, we cannot assure you that our application will be approved.share

			Underwriting		Proceeds to
	Initial Public		Discounts and		Us Before
	Offering Price		Commissions		Expenses
Per share amount	$	10	$	0	$	10
Total minimum amount	$	12,000,000	$	0	$	12,000,000
Total maximum amount	$	20,000,000	$	0	$	20,000,000


	•	This is our initial public offering of our common stock. We are offering our common stock directly to the public, without the assistance of underwriters.

~~Investing~~• inYou must purchase a minimum of 100 shares of our common stock ~~involves~~to aparticipate ~~high~~in ~~degree~~this ~~of risk~~offering. ~~Please~~ ~~see~~• ~~the~~This ~~section~~offering ~~entitled~~may ~~“Risk~~last ~~Factors”~~ for up to 90 days, beginning on ~~page 6~~the date of this prospectus. We may terminate this offering sooner if we sell 1,500,000 shares of our common stock before the expiration of the 90-day offering period. Until this offering ends, all proceeds received by us will be placed in an escrow account with JPMorgan Chase, our escrow agent. • We must sell at least 1,500,000 shares of our common stock to ~~read~~use ~~about~~any ~~risks~~ proceeds from this offering. If we do not sell 1,500,000 shares of our common stock by the end of the offering period, we will refund all proceeds in the escrow account, without interest. • Currently, no public market exists for our common stock, and we cannot assure you ~~should~~that ~~consider~~one ~~before~~will ~~buying~~develop. We have applied to list our common stock on The American Stock Exchange under the symbol “BLF”, but we cannot assure you that our common stock will be approved for listing.

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.


			Underwriting		Proceeds to
	Initial Public		Discounts and		Us Before
	Offering Price		Commissions		Expenses

Per share amount	$	10	$	0	$	10
Total minimum amount	$	15,000,000	$	0	$	15,000,000
Total maximum amount	$	20,000,000	$	0	$	20,000,000

~~The~~Investing ~~date~~in our common stock involves a high degree of risk. Please see the section entitled “Risk Factors” beginning on page 7 of this prospectus isto read about risks ~~August ,~~you ~~2003~~should consider before buying our common stock.

~~TABLE~~Neither OFthe ~~CONTENTS~~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.

PROSPECTUS SUMMARY			1
RISK FACTORS			6
FORWARD-LOOKING STATEMENTS			17
USE OF PROCEEDS			17
DIVIDEND POLICY			19
CAPITALIZATION			20
DILUTION			21
SELECTED FINANCIAL DATA			23
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			25
BUSINESS			31
MANAGEMENT			46
CERTAIN TRANSACTIONS			53
PRINCIPAL STOCKHOLDERS			54
DESCRIPTION OF CAPITAL STOCK			55
SHARES ELIGIBLE FOR FUTURE SALE			56
PLAN OF DISTRIBUTION			57
DETERMINATION OF OFFERING PRICE			59
LEGAL MATTERS			59
EXPERTS			59
WHERE YOU CAN FIND MORE INFORMATION			59

The date of this prospectus is August , 2004.

~~You~~TABLE ~~should~~OF rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you different or inconsistent information, you should not rely on it. CONTENTS

WePROSPECTUS ~~are~~SUMMARY ~~making~~RISK ~~this~~FACTORS ~~offer~~FORWARD-LOOKING ~~only~~STATEMENTS toUSE ~~residents~~OF PROCEEDS DIVIDEND POLICY CAPITALIZATION DILUTION SELECTED FINANCIAL DATA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS MANAGEMENT RELATED PARTY TRANSACTIONS PRINCIPAL STOCKHOLDERS DESCRIPTION OF CAPITAL STOCK SHARES ELIGIBLE FOR FUTURE SALE PLAN OF DISTRIBUTION DETERMINATION OF OFFERING PRICE LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION ORDER NOT VALID UNLESS SIGNED STOCK ORDER FORM INSTRUCTIONS SIGNATURES EXHIBIT INDEX Opinion of ~~the~~ ~~following~~Vedder, ~~states:~~ Price, Kaufman & Kammholz, P.C. Promissory Note Promissory Note Revolving Line of Credit Loan Agreement Escrow Agreement Consent of Mengel Metzger Barr & Co. LLP Form of Stock Order Form Consent of Director Nominee Consent of Director Nominee Consent of Director Nominee

•Table Illinois;of • New York; and • Wisconsin.Contents

WeTABLE ~~are~~OF ~~not making this offer in any~~CONTENTS ~~jurisdiction where the offer or sale is not permitted.~~

You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.


PROSPECTUS SUMMARY			1
RISK FACTORS			7
FORWARD-LOOKING STATEMENTS			19
USE OF PROCEEDS			19
DIVIDEND POLICY			21
CAPITALIZATION			22
DILUTION			23
SELECTED FINANCIAL DATA			25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			26
BUSINESS			37
MANAGEMENT			57
RELATED PARTY TRANSACTIONS			63
PRINCIPAL STOCKHOLDERS			65
DESCRIPTION OF CAPITAL STOCK			66
SHARES ELIGIBLE FOR FUTURE SALE			67
PLAN OF DISTRIBUTION			68
DETERMINATION OF OFFERING PRICE			72
LEGAL MATTERS			72
EXPERTS			72
WHERE YOU CAN FIND MORE INFORMATION			73

~~This~~You ~~prospectus~~should ~~contains~~rely ~~product~~only ~~names,~~on ~~trade~~the information ~~names,~~contained ~~service~~in ~~marks~~this ~~and~~prospectus. ~~trademarks~~We ofhave ~~LightFirst~~not ~~Inc.~~authorized ~~and~~any other ~~others,~~person ~~all~~to ofprovide ~~which~~you ~~are~~with ~~the~~different ~~property~~information. ofIf ~~their~~anyone provides ~~respective~~you different or inconsistent information, you should ~~owners~~not rely on it.

~~PROSPECTUS~~We ~~SUMMARY~~are not making this offer in any jurisdiction where the offer or sale is not permitted.

~~The~~You ~~following~~should ~~summary~~assume ~~may~~that ~~not~~the ~~contain~~information appearing ~~all~~in ~~the information~~this ~~that~~prospectus ~~may~~is beaccurate ~~important~~as toof ~~you.~~the ~~Before~~date ~~making~~on athe ~~decision~~front tocover ~~purchase~~of ~~our common stock, you should read~~ this ~~entire~~ prospectus, ~~including,~~only. ~~but~~Our ~~not~~business, ~~limited to~~financial condition, ~~the~~results ~~risk factors~~of operations and ~~financial~~prospects ~~statements~~may ~~and~~have ~~related~~changed since ~~notes~~that date.

~~Our~~This ~~Business~~prospectus contains product names, trade names, service marks and trademarks of LightFirst Inc. and others, all of which are the property of their respective owners.

WeTable have developed a new model for consolidated electronic bill presentment and payment services, or e-bill consolidation. E-bill consolidation is the practice of using a single online location to manage the bill paying process for the consumer: the typical e-bill consolidator provides electronic bill presentment, bill payment, and record-keeping services. Our plan is to build upon the prevailing model, whereby the e-bill consolidator acts as a simple delivery system for electronic bills and payments, by adding discounts, rebates and payment programs that add convenience and value to the online bill paying experience. Contents

~~Our~~PROSPECTUS ~~model expands our role in the online billing~~SUMMARY ~~process by positioning us as an intermediary that will manage~~ the relationship between consumers and providers of household products and services, such as utilities, telecommunications services, insurance, financial services, and others. As the intermediary, we intend to use the combined buying power of our customer base to negotiate volume discounts, rebate and reward arrangements, reduced interest rates and premiums, and other money-saving advantages for our customers. In addition, our model incorporates flexible payment options and unique credit management tools that we believe will provide additional economic benefits to our customers.

WeThe ~~seek~~following tosummary ~~use~~may ~~our~~not ~~intermediary~~contain ~~position~~all ~~as a~~the ~~point~~information ofthat ~~control~~may ~~for~~be ~~many~~ important ~~spending~~to ~~decisions in our target households~~you. WeBefore ~~believe~~making ~~that~~a decision ~~controlling~~to ~~the~~purchase ~~means by which~~ our ~~customers~~common ~~receive~~stock, ~~review,~~you ~~and~~should ~~pay~~read ~~most household~~this ~~bills~~entire ~~will~~prospectus, ~~establish~~including, usbut asnot ~~the~~limited ~~primary~~to, ~~distributor~~the ~~of household~~risk ~~products~~factors and ~~services~~financial ~~for~~statements ~~these~~and ~~customers~~related notes.

Our ~~model has been designed to earn us revenue~~Business ~~from transactions performed through our service. Specifically,~~ ~~we may earn revenue in the following ways:~~

• We ~~retaining~~have developed a ~~portion~~new ofmodel ~~the~~for ~~rebates~~consolidated electronic bill presentment and payment services, or ~~administrative~~e-bill consolidation. ~~discounts~~E-bill ~~that~~consolidation weis ~~negotiate~~the practice of using a single online location to manage the bill paying process for ~~our~~the consumer: ~~customers,~~the •typical ~~receiving~~e-bill ~~commissions~~consolidator orprovides ~~referral~~electronic bill ~~fees~~presentment, ~~from~~bill ~~companies~~payment, ~~whose~~and record-keeping services. weOur plan ~~introduce~~is to ~~our~~build ~~customers~~upon the prevailing model, •whereby ~~reselling~~the ~~products~~e-bill consolidator ~~and~~acts ~~services~~as ~~that~~a wesimple ~~purchase~~delivery atsystem ~~wholesale~~for orelectronic bills ~~bulk~~and ~~rates~~payments, ~~and~~by •adding ~~selling~~discounts, ~~services~~rebates and payment programs that weadd ~~originate~~convenience ~~ourselves,~~and ~~such~~value asto ~~dial-up~~the ~~Internet~~online ~~access~~bill paying experience.

Our ~~target~~model ~~market~~expands ~~comprises~~our ~~primarily~~role ofin ~~women~~the online billing ~~with~~process ~~elementary~~by ~~school~~positioning ~~children.~~us Weas ~~market~~an ~~our~~intermediary ~~services~~that ~~directly~~will manage tothe ~~this~~relationship ~~target~~between ~~group~~consumers ~~through~~and aproviders ~~community-based~~of ~~awareness~~household products ~~program~~and services, such as utilities, telecommunications ~~that~~services, insurance, financial services, and others. As the intermediary, we ~~call~~intend to use the ~~“LightFirst~~combined ~~Associate~~buying ~~Program.”~~power of our ~~Through~~customer ~~this~~base ~~program~~to negotiate volume discounts, werebate ~~engage~~and ~~individuals~~reward arrangements, ~~who~~reduced ~~are~~interest ~~active~~rates and premiums, and other ~~participants~~money-saving inadvantages ~~community~~for ~~projects~~our tocustomers. ~~help~~In ~~introduce~~addition, our ~~services~~model toincorporates ~~members~~flexible ofpayment ~~their~~options ~~respective~~and ~~communities~~unique credit management tools that we believe will provide additional economic benefits to our customers.

~~Our~~We ~~Market~~seek ~~Opportunity~~to use our intermediary position as a point of control for many important spending decisions in our target households. We believe that controlling the means by which our customers receive, review, and pay most household bills will establish us as the primary distributor of household products and services for these customers.

WeOur ~~believe~~model ~~that~~has anbeen ~~opportunity~~designed ~~exists for a new entrant into the e-bill consolidation market~~ to ~~take~~earn ~~advantage of~~us ~~projected market growth by providing tangible and~~revenue ~~quantifiable~~from ~~benefits~~transactions ~~that~~performed ~~motivate~~through ~~the~~our ~~household bill-payer to adopt its~~ service. ~~Since 1998~~Specifically, ~~the electronic bill presentment~~ ~~and~~we ~~payment~~may ~~market~~earn ~~has~~revenue ~~exhibited slow, steady growth. At the end of 2002, a research firm specializing~~ in the ~~financial~~following ~~services~~ways: ~~industry estimated that the number of consumers paying bills~~ online had risen from two percent in 1998 to approximately 13%. Industry analysts predict that the rate of growth will increase sharply over the next few years if providers can remove certain barriers that have prevented greater utilization of electronic bill paying services, such as perceived lack of value, inconvenient enrollment, security concerns, and others. A major business and technology research firm predicts that the number of consumers performing bill-paying

1 • retaining a portion of the rebates or administrative discounts that we negotiate for our customers, • receiving commissions or referral fees from companies whose services we introduce to our customers, • reselling products and services that we purchase at wholesale or bulk rates, and • selling services that we originate ourselves, such as dial-up Internet access.

~~tasks~~To ~~online~~date, ~~will~~we ~~grow~~have toearned ~~45%~~all of ~~the~~our ~~U.S.~~revenue ~~adult~~by ~~population~~providing bydial-up Internet access services to households in the Chicago ~~end~~metropolitan ofarea, ~~2005~~which is currently the only region in which we operate. ~~Another~~We ~~group~~have not earned any revenues from our e-bill consolidation service. To begin offering a full array of bills ~~researchers~~and, ~~has~~thereby, earning revenue from our e-bill ~~projected~~consolidation service, we must first enter into agreements with providers of household services that permit us to present their bills to our customers online ~~payment~~and ~~volume~~that enable us to offer our customers discounts and advantageous terms for these services. We will ~~reach~~not $1be able to commence offering our e-bill consolidation services before we have secured such agreements.3 In ~~trillion~~this byprospectus, we refer to providers of household services whose bills we intend to present online as “billers.” We have had preliminary discussions with several dozen billers, but as of the ~~year~~date ~~2010~~of this prospectus we have not entered into any agreements with billers.

We ~~expect~~currently ~~that~~intend ~~the~~to ~~majority~~focus ofon ~~growth~~offering ~~in the use~~our ~~of online~~ e-bill ~~paying~~consolidation ~~services~~service ~~will~~to ~~occur~~customers ~~among~~of ~~adult~~our ~~women~~Internet ~~who~~access ~~are~~services. ~~the~~We ~~primary~~market ~~managers~~our ofInternet ~~finances~~access ~~for~~services ~~their~~to ~~households. A recent study by~~ a ~~leading~~ target market ~~research~~consisting ~~firm~~primarily ~~showed~~of ~~that~~ women ~~are~~ inwith ~~control~~elementary ofschool children. ~~75%~~We ofmake ~~household~~direct ~~finances~~contact ~~and~~with ~~80%~~members of ~~purchasing~~ ~~decisions.~~this Intarget group ~~addition,~~through a ~~survey~~community-based ~~conducted~~awareness byprogram ~~a firm researching Internet trends found~~ that ~~women’s~~we ~~primary~~call ~~reasons~~the ~~for~~“LightFirst ~~using~~Associate ~~online~~Program” ~~applications~~or ~~were~~“Associate ~~practical — they~~Program”. ~~reported~~Through ~~using~~this ~~sites that helped them save time or money~~program, ~~make~~we ~~informed~~engage ~~decisions,~~individuals ~~and simplify~~who ~~their~~are ~~lives.~~active Weparticipants ~~intend~~in tocommunity ~~take~~projects ~~advantage~~to ofhelp ~~the growth in the~~introduce ~~online~~our ~~bill paying~~ services ~~market by providing a product that provides tangible benefits~~ to ~~women~~members ~~in the area~~ of ~~household finance~~their ~~management~~respective communities.

1 ~~Our Competitive Position~~

WeTable believe that we are well positioned to attract customers because of the following competitive strengths: Contents

~~• Product Innovations Designed to Appeal to Target Market.~~ Our model for e-bill consolidation introduces economic benefits for the consumer into the online bill-paying experience. We believe that these added benefits will make our service more attractive to the value-conscious consumer than competing services that do not offer economic benefits and rely solely upon the promise of increased convenience to motivate consumers to try their service. In addition, our revenue model eliminates the need to charge a monthly fee for our e-bill consolidation service. • Marketing Strategy Developed to Reach Specific Market. We market our service by using a series of community enrichment programs to create opportunities for our target customers to come into direct contact with participants in our Associate Program and, thereby, to learn about our service first-hand from one of our representatives. We believe that a face-to-face introduction to our service from a person who the customer may already know, in conjunction with our commitment to helping the community, will help us acquire customers more effectively than the limited-success mass-media marketing campaigns employed by competing providers. • Bill-Paying Introduced Gradually to Facilitate Adoption and Training. Our combination Internet access/e-bill consolidation service enables us to acquire Internet access customers and introduce e-bill consolidation to them gradually. We accomplish this by requiring our customers to enter our proprietary e-Bill Manager bill payment software at regular intervals to pay their bill for our dial-up Internet access service electronically, which allows them to practice using the bill paying software before making it their primary bill-paying tool and which also helps them to establish a habit of paying at least one bill online each month. • Scalable Support Solutions to Accommodate Customer Base. We have developed a number of cost-effective and highly scaleable measures that allow us to provide support at the levels needed to serve our customer base. These include a virtual call center, which eliminates the overhead associated with a physical call center, a student internship program, which reduces training and recruitment costs, and several proprietary software applications that allow customer self-care for forgotten passwords and other common problems. We believe that these measures allow us to provide support to our customer base that is superior than that provided by our competitors and that promotes long-term customer satisfaction and retention.Opportunity

~~Although~~We we believe that ~~the~~an ~~above~~opportunity ~~factors represent~~exists for a ~~significant~~new entrant ~~competitive~~into ~~advantage,~~the ~~many~~e-bill consolidation market to take advantage of ~~our~~projected market growth by providing tangible and ~~competitors~~quantifiable ~~have~~benefits ~~substantially~~that ~~more~~motivate ~~capital~~the ~~resources~~household ~~than~~bill-payer weto ~~have~~adopt its service. Since 1998, the electronic bill presentment and ~~have~~payment ~~longer~~market ~~operating~~has ~~histories~~exhibited ~~than~~slow, westeady dogrowth. At the end of 2002, ~~which~~a ~~may~~research firm specializing in the financial services ~~afford~~industry ~~them~~estimated ~~certain~~that ~~advantages~~the ~~with~~number ~~respect~~of consumers paying bills online had risen from two percent in 1998 to ~~market~~approximately 13%. ~~experience,~~Another ~~negotiations~~research ~~with~~firm ~~third-party~~specializing ~~vendors,~~in emerging technologies has estimated that about 17% of U.S. households viewed and paid ~~brand-name~~bills ~~recognition~~online ~~among~~in ~~consumers~~2003. InIndustry ~~addition~~analysts predict that the rate of growth will increase sharply over the next few years if providers can remove certain barriers that have prevented greater utilization of electronic bill paying services, wesuch ~~are~~as ~~subject~~perceived tolack aof value, inconvenient enrollment, and security concerns. The technology research firm referenced above predicts that the number of ~~risks~~consumers ~~that~~performing ~~are~~bill-paying ~~described~~tasks inonline will grow to 55% of the U.S. adult population by the end of ~~“Risk~~2008. ~~Factors”~~Another ~~and~~group ~~elsewhere~~of inresearchers ~~this~~has ~~prospectus~~projected that online payment volume will reach $1.3 ~~The~~trillion by the year 2010. ~~principal~~

2 We expect that the majority of growth in the use of online bill paying services will occur among adult women who are the primary managers of finances for their households. A recent study by a leading market research firm showed that women are in control of 75% of household finances and 80% of purchasing decisions. In addition, a survey conducted by a firm researching Internet trends found that women’s primary reasons for using online applications were practical — they reported using sites that helped them save time or money, make informed decisions, and simplify their lives. We intend to take advantage of the growth in the online bill paying services market by providing a product that provides tangible benefits to women in the area of household finance management.

~~risk~~Our ~~factors~~Competitive ~~include our limited operating~~Position ~~history, lack of biller relationships established to date, and~~ ~~risks associated with assumption of liability for consumer bills.~~

~~Our~~We ~~Strategy~~believe that we are well positioned to attract customers because of the following competitive strengths:

• Product Innovations Designed to Appeal to Target Market. Our ~~objective~~model isfor e-bill consolidation introduces economic benefits for the consumer into the online bill-paying experience by providing them with opportunities to ~~market~~save ~~our~~money on household products and services ~~directly to~~and ~~primary~~by reducing expenses associated with bill-~~payers~~paying, insuch ~~middle~~as late fees and overdraft charges. We believe that these added benefits will make our service more attractive to the value-~~class~~conscious ~~households~~consumer than competing services that do not offer economic benefits and rely solely upon the promise of increased convenience to ~~provide them~~motivate consumers to try their service. In addition, we do not intend to charge our customers a monthly fee for our e-bill consolidation service, because we do not believe it is necessary to do so in view of the revenue streams contemplated by our business plan. • Marketing Strategy Developed to Reach Specific Market. We market our service by using a series of community enrichment programs to create opportunities for our target customers to come into direct contact with ~~incentives~~participants in our Associate Program and, thereby, to ~~try~~learn about our service first-hand from one of our representatives. ToWe believe that a face-to-face introduction to our service from a person whom the customer may already know, in conjunction with our commitment to helping the community, will help us acquire customers more effectively than the limited-success mass-media marketing campaigns employed by competing providers. • Bill-Paying Introduced Gradually to Facilitate Adoption and Training. Our combination Internet access/e-bill consolidation service enables us to acquire Internet access customers and introduce e-bill consolidation to them gradually. We accomplish this by requiring our ~~objective~~ customers to enter our proprietary e-Bill Manager bill payment software at regular intervals to pay their bill for our Internet access service electronically, wewhich ~~intend~~allows them to ~~implement~~practice using the ~~following~~bill ~~strategy:~~ paying software before making it their primary bill-paying tool. This also helps our customers establish a habit of paying at least one bill online each month.

• finalize agreements with billers and begin offering money-saving opportunities to customers through e-Bill Manager; • continue to recruit and expand our marketing distribution channel by increasing our number of Associate Program participants; • continue to add customers to our dial-up Internet access service in the Chicago metropolitan area; and • continue to expand our network infrastructure and technical support staff to support our customer base as it grows.2

OurTable History of Contents

~~Our~~• ~~activities~~Scalable toSupport ~~date~~Solutions ~~have~~to ~~focused~~Accommodate onCustomer ~~laying~~Base. ~~the groundwork~~We ~~for~~have developed a ~~full-scale~~number ~~introduction~~ of ~~our e~~cost-~~bill consolidation~~effective ~~services~~and tohighly ~~the~~scaleable ~~consumer~~measures ~~market.~~that ~~During~~allow ~~this preparatory~~us ~~phase,~~to weprovide ~~have~~support ~~not~~at ~~actively~~the ~~pursued~~levels ~~revenues,~~needed ~~but have~~to ~~concentrated~~serve our ~~efforts~~customer onbase. ~~establishing~~These ~~our~~include ~~private network~~a ~~infrastructure~~virtual tocall ~~ensure secure online transactions~~center, ~~recruiting~~ ~~our~~which ~~force~~eliminates ~~of direct-contact marketing associates, and growing~~ the ~~customer~~overhead ~~base~~associated ~~for~~with ~~our~~a ~~dial-up~~physical ~~Internet~~call ~~access service~~center, ~~which~~a ~~serves~~student asinternship ~~our distribution channel for our e-bill consolidation services. Currently~~program, wewhich ~~provide~~reduces ~~dial-up~~training ~~Internet access~~and ~~service~~recruitment ~~to approximately 10~~costs,~~000~~ ~~customers~~and inseveral ~~the~~proprietary ~~Chicago metropolitan~~software ~~area,~~applications ~~each~~that ofallow ~~whom~~customer ~~pays~~self-care ~~their~~for ~~bill~~forgotten ~~for~~passwords ~~such~~and ~~service using~~other ~~e-Bill~~common ~~Manager~~problems. AsWe ofbelieve ~~June 30,~~that ~~2003,~~these wemeasures ~~had~~allow ~~160~~us ~~City Managers~~to ~~spread~~provide ~~throughout~~support ~~communities~~to inour ~~the~~customer ~~Chicago metropolitan~~base ~~area.~~that ~~Through~~is ~~their~~superior ~~affiliations~~than ~~with~~that ~~community organizations,~~provided weby ~~believe~~our ~~these~~competitors ~~City~~and ~~Managers~~that ~~provide~~promotes uslong-term ~~with potential~~customer ~~access~~satisfaction toand ~~more than one million households~~retention.

3 Although we believe that the above factors represent a significant competitive advantage, many of our competitors have substantially more capital resources than we have and have longer operating histories than we do, which may afford them certain advantages with respect to market experience, negotiations with third-party vendors, and brand-name recognition among consumers. In addition, we are subject to a number of risks that are described in the “Risk Factors” and elsewhere in this prospectus. The principal risk factors include our limited operating history, lack of biller relationships established to date, and risks associated with assumption of liability for consumer bills.

~~Company~~Our ~~Information~~Strategy

~~LightFirst~~Our ~~Inc.~~objective ~~was~~is ~~formed~~to asmarket aour ~~Delaware corporation~~services ~~on April 11, 2001. Our executive offices are~~directly ~~located~~to atprimary ~~25 Northwest~~bill-payers ~~Point~~in ~~Boulevard,~~middle-class ~~Elk~~households ~~Grove Village, Illinois 60007,~~ and ~~our~~to ~~telephone number is (847) 640-8880.~~provide ~~Our~~them ~~website~~with isincentives ~~located~~to attry ~~www~~our service.~~lightfirst.com.~~ ~~Information contained~~To onaccomplish our objective, ~~website~~we ~~does~~intend ~~not~~to ~~constitute~~implement ~~part~~the offollowing ~~this~~strategy: ~~prospectus.~~

~~The~~• ~~Offering~~ finalize agreements with billers and begin offering money-saving opportunities to customers through e-Bill Manager; • continue to recruit and expand our marketing distribution channel by increasing our number of Associate Program participants; • seek to add customers to our Internet access service in the Chicago metropolitan area; and • continue to expand our network infrastructure and technical support staff to support our customer base as it grows.

Common stock offered, maximum		2,000,000 shares
Common stock offered, minimum		1,200,000 shares
Common stock outstanding after offering, if all 2,000,000 shares are sold		8,387,000 shares, based on 6,387,000 shares outstanding as of June 30, 2003. The number of shares outstanding does not include 88,750 shares of common stock issuable upon the exercise of employee stock options outstanding as of June 30, 2003 at a weighted average exercise price of $2.50 per share. Unless otherwise indicated, all information in this prospectus assumes the sale of all 2,000,000 shares offered in this prospectus.
Use of Proceeds		We estimate that the maximum net proceeds from this offering will be approximately $18,782,500 after deducting offering expenses of approximately $1,217,500. We expect to use the net proceeds for sales and marketing activities, working capital, debt repayment (including payment of our outstanding tax liability of approximately $1,091,000) and technology upgrades and purchases. For more information, see “Use of Proceeds” beginning on page 17.
Risk Factors		This offering involves a high degree of risk. See “Risk Factors” beginning on page 6 for a discussion of risks that you should carefully consider before deciding to purchase shares of our common stock.

Our History

4 Our activities to date have focused on laying the groundwork for a full-scale introduction of our e-bill consolidation services to the consumer market. During this preparatory phase, we have not actively pursued revenues, but have concentrated our efforts on establishing our private network infrastructure to ensure secure online transactions, recruiting our force of direct-contact marketing associates, and growing the customer base for our Internet access service, which serves as our distribution channel for our e-bill consolidation services. In April 2001, we purchased approximately 6,000 dial-up Internet access service customer accounts from Avenew.com, Inc., a company that provided dedicated and dial-up Internet access services in the Chicago and four other metropolitan areas before its reorganization in May 2001 under Chapter 11 of the U.S. Bankruptcy Code and subsequent liquidation in June 2002 under Chapter 7 of the U.S. Bankruptcy Code. At the time we purchased customer accounts from Avenew.com, Inc., our president and chief executive officer Martin P. Gilmore was also the president, chief executive officer and a major shareholder of Avenew.com, Inc.

~~Summary~~At ~~Financial~~March 31, ~~Data~~2004, we provided dial-up Internet access service to approximately 9,000 customers in the Chicago metropolitan area, of whom approximately 1,900 subscribers are in our disadvantaged student program and pay no fee for our service. See “Business—Our Internet Access Services.” All of our other customers pay their bill for our Internet access service using e-Bill Manager. As of March 31, 2004, we had approximately 100 City Managers spread throughout about 90 towns in the Chicago metropolitan area.

3 ~~The following table sets forth our summary~~ ~~historical financial and operating data as of the dates and for~~ ~~the periods indicated. You should read this data together with~~ “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements included elsewhere in this prospectus. The summary historical statement of operations data for the period from April 11, 2001 (inception) to December 31, 2001 and the year ended December 31, 2002 and historical balance sheet data as of December 31, 2001 and 2002 have been derived from our audited financial statements, which are included elsewhere in this prospectus. The summary historical statement of operations data for the three months ended March 31, 2002 and 2003 and the summary balance sheet data as of March 31, 2003 have been derived from our unaudited financial statements included elsewhere in this prospectus. In our opinion, the unaudited financial statements have been prepared on the same basis as our audited financial statements and include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information set forth therein. The summary unaudited pro forma data give effect to our receipt, before expenses, of $20,000,000 from the sale of our common stock being offered pursuant to this prospectus.* The results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

		Actual												Pro Forma
		April 11, 2001						Quarter			Quarter			Quarter
		(inception) to			Year Ended			Ended			Ended			Ended
		December 31,			December 31,			March 31,			March 31,			March 31,
Statements of Operations Data:		2001			2002			2002			2003			2003
		(Audited)			(Audited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues		$	248,549		$	420,296		$	102,680		$	124,667		$	124,667
Gross profit		$	25,669		$	78,763		$	26,558		$	(1,152	)	$	(1,152	)
Operating loss		$	(888,734	)	$	(2,444,788	)	$	(564,739	)	$	(527,049	)	$	(527,049	)
Net loss		$	(802,970	)	$	(2,472,470	)	$	(571,255	)	$	(547,841	)	$	(547,841	)
Net loss per share:
	Basic and diluted	$	(0.16	)	$	(0.40	)	$	(0.10	)	$	(0.09	)	$	(0.07	)
Weighted average shares outstanding:
	Basic and diluted		5,166,222			6,132,900			5,878,800			6,387,000			8,387,000

	Actual									Pro Forma
	December 31,			December 31,			March 31,			March 31,
Balance Sheet Data:	2001			2002			2003			2003*
	(Audited)			(Audited)			(Unaudited)			(Unaudited)
Cash	$	15,232		$	4,608		$	2,657		$	20,002,657
Working capital (deficit)	$	(369,475	)	$	(2,237,668	)	$	(2,760,778	)	$	17,239,222
Total assets	$	296,535		$	220,095		$	273,242		$	20,273,242
Long-term debt	$	—		$	—		$	—		$	—
Total stockholders’ (deficiency) equity	$	(111,020	)	$	(2,075,290	)	$	(2,623,131	)	$	17,376,869
Outstanding common shares		5,878,800			6,387,000			6,387,000			8,387,000

Company Information

* LightFirst ~~Does~~Inc. ~~not~~was ~~include~~formed ~~deferred~~as ~~offering~~a ~~costs~~Delaware corporation ofon ~~$61~~April 11,~~773~~ 2001. Our executive offices are located at 25 Northwest Point Boulevard, ~~which~~Suite 700, Elk Grove ~~will~~Village, ~~reduce~~Illinois 60007, and our ~~additional~~telephone ~~paid~~number is in(847) 640-8880. ~~capital~~Our website is located at www.lightfirst.com. Information contained on our website does not constitute part of this prospectus.

5 The Offering

RISK FACTORS


Common stock offered, maximum		2,000,000 shares

Common stock offered, minimum		1,500,000 shares

Common stock outstanding after offering, if all 2,000,000 shares are sold		8,406,000 shares, based on 6,406,000 shares outstanding as of March 31, 2004. The number of shares outstanding does not include 88,750 shares of common stock issuable upon the exercise of employee stock options outstanding as of March 31, 2004 at a weighted average exercise price of $2.50 per share. Unless otherwise indicated, all information in this prospectus assumes the sale of all 2,000,000 shares offered in this prospectus.

Use of Proceeds		We estimate that the maximum net proceeds from this offering will be approximately $19,483,382 after deducting offering expenses of approximately $516,618. We expect to use the net proceeds for sales and marketing activities, working capital, debt repayment (including payment of our outstanding tax liability of approximately $1,155,000 and repayment of approximately $2,326,000 in debt owed to several of our current stockholders) and technology upgrades and purchases. For more information, see “Use of Proceeds” beginning on page 17.

Allocation of Shares		Subject to our absolute right to accept or reject any subscription for shares of our common stock, to the extent that we receive offers to purchase more than 2,000,000 shares in this offering, we will allocate such shares in the following order: (1) to our City Managers and Community Associates, (2) our interns and other independent contractors and their immediate families, (3) our customers, (4) businesses with which we maintain a relationship, (5) residents of the communities we serve, and (6) all others.

Risk Factors		This offering involves a high degree of risk. See “Risk Factors” beginning on page 6 for a discussion of risks that you should carefully consider before deciding to purchase shares of our common stock.

4 ~~An investment in our common stock involves a~~ ~~high degree of risk. You should carefully consider the risks~~ ~~described below before you decide to invest in our common stock.~~ ~~Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may harm our business.~~

IfTable any of the following risks actually occurs, our business could be seriously harmed. In such case, the value of your investment may decline and you may lose some or all of your investment. You should not invest in our common stock unless you can afford the loss of your entire investment. Contents

~~Risks~~Summary ~~Relating~~Financial ~~to Our Business~~Data

We The ~~have~~following atable ~~limited~~sets forth our summary historical financial and operating ~~history~~data as of the dates and for the periods indicated. You should read this data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements included elsewhere in this prospectus. The summary historical statement of operations data for the period from April 11, 2001 (inception) to December 31, 2001 and the weyears ended December 31, 2002 and December 31, 2003, and historical balance sheet data as of December 31, 2001, 2002, and 2003 have ~~never~~been derived from our audited financial statements, which are included elsewhere in this prospectus. The summary historical statement of operations data for the three months ended March 31, 2004 and 2003 and the summary balance sheet data as of March 31, 2004 have been derived ~~profitable~~from our unaudited financial statements included elsewhere in this prospectus. In our opinion, the unaudited financial statements have been prepared on the same basis as our audited financial statements and include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information set forth therein. In the notes to our unaudited interim financial information, doubt is expressed as to our ability to continue as a going concern if we do not complete this offering successfully or if we are unable to secure additional funds either under our existing credit facility or under a new credit facility. The summary unaudited pro forma data give effect to our receipt of the minimum offering proceeds of $15,000,000, less offering expenses, from the sale of our common stock being offered pursuant to this prospectus.* The results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

We began our operations in April 2001. Thus, your evaluation of our prospects and our business can only be based on our limited operating history. Moreover, our historical results of operations do not set forth an accurate indication of our future results of operations or prospects because we are a development stage company and thus far have only implemented the first stage of our business plan, which is the launch and development of our dial-up Internet access service. We expect our operating results to change significantly if we are able to successfully implement the second stage of our business plan, which entails launching, and then growing, our electronic bill presentment and payment service. No assurances exist that we will be successful in these endeavors.


		April 11,									Three			Three
		2001									Months			Months
		(inception) to			Year Ended						Ended			Ended
		December 31,			December 31,			Year Ended			March 31,			March 31,
		2001			2002			December 31, 2003			2003			2004

		(Audited)			(Audited)			(Audited)			(Unaudited)			(Unaudited)
Statements of Operations Data:
Revenues		$	248,549		$	420,296		$	486,160		$	124,667		$	112,664
Gross profit		$	25,669		$	78,763		$	(15,305	)	$	(1,152	)	$	(1,598	)
Operating loss		$	(888,734	)	$	(2,444,788	)	$	(2,166,639	)	$	(527,049	)	$	(536,008	)
Net loss		$	(802,970	)	$	(2,472,470	)	$	(2,298,090	)	$	(547,841	)	$	(590,018	)
Net loss per share:
	Basic and diluted	$	(0.16	)	$	(0.40	)	$	(0.36	)	$	(0.09	)	$	(0.09	)
Weighted average shares outstanding:
	Basic and diluted		5,166,222			6,132,900			6,398,083			6,387,800			6,406,000
Pro forma net loss per share:
	Basic and diluted													$	(0.07	)
Pro forma weighted average shares outstanding:
	Basic and diluted														7,906,000

5 ~~We have never operated profitably. We incurred~~ ~~net losses of approximately $2,472,470 in 2002 and $802,970 in~~ ~~2001. As of March 31, 2003, we had an accumulated deficit~~ ~~of approximately $3,823,281. We can provide no assurances that such net losses will not continue or increase or that we will be able to implement our business plan or achieve profitability.~~

OurTable businessof plan is new and unproven.Contents

Our business plan to provide electronic bill presentment and payment services is new and unproven and has not been fully implemented. For our business plan to be successful, we must accomplish a number of goals, including the following:


							Actual			Actual			Pro Forma
	Actual			Actual			December 31,			March 31,			March 31,
	December 31, 2001			December 31, 2002			2003			2004			2004*

	(Audited)			(Audited)			(Audited)			(Unaudited)			(Unaudited)
Balance Sheet Data:
Cash	$	15,232		$	4,608		$	9,645		$	3,180		$	14,486,562
Working capital (deficit)	$	(369,475	)	$	(2,237,668	)	$	(3,548,173	)	$	(4,099,771	)	$	10,383,611
Total assets	$	296,535		$	220,095		$	291,697		$	312,807		$	14,796,189
Long-term debt	$	—		$	—		$	708,387		$	726,245		$	726,245
Total stockholders’ (deficiency) equity	$	(111,020	)	$	(2,075,290	)	$	(4,183,380	)	$	(4,773,398	)	$	9,709,984
Outstanding common shares		5,878,800			6,387,000			6,406,000			6,406,000			7,906,000

•* ~~Develop~~Does ~~and~~not ~~market~~include ~~our~~deferred ~~electronic~~offering ~~bill~~costs ~~presentment and payment services to achieve market acceptance by both consumers and vendors~~ of ~~products~~$225,015, ~~and~~which ~~services.~~will •reduce ~~Enter~~our ~~into~~additional ~~aggregating~~paid ~~and~~in ~~reselling arrangements~~capital. ~~• Attract consumers that are appealing to vendors with whom we will associate.~~

6 ~~To our knowledge, no other company has~~ ~~successfully implemented a business such as ours. Thus, there is~~ no similar model for our business to which you can compare us in order to assess whether our business plan has the potential to be successful. Furthermore, we might need to adapt our business plan to adjust to changes in the electronic bill presentment and payment market. Therefore, our business plan could change in the future, which makes evaluating the viability of our business plan even more difficult. If we are unable to successfully implement our business plan, our business will suffer, we will not become profitable, and the value of your investment in our common stock will decline or even become worthless.

OurTable growth strategy depends on numerous factors, many of which are beyond our control.Contents

~~Some~~RISK ~~of the factors that could significantly~~FACTORS ~~affect our ability to develop our business, but which we believe~~ ~~are beyond our control, include the following:~~

• An Weinvestment ~~might~~in ~~need~~our tocommon ~~raise~~stock ~~additional~~involves ~~funds~~a high indegree ~~the~~of ~~future~~risk. ~~For~~You ~~reasons~~should ~~beyond~~carefully ~~our~~consider ~~control,~~the ~~such~~risks described asbelow ~~general~~before ~~market~~you ~~and~~decide ~~economic conditions, we might be unable~~ to ~~obtain~~invest ~~additional funds~~ in ~~sufficient~~our ~~amounts or on acceptable terms~~common stock.

6 If any of the following risks actually occur, our business could be seriously harmed. In such case, the value of your investment may decline and you may lose some or all of your investment. You should not invest in our common stock unless you can afford the loss of your entire investment.

• Risks WeRelating ~~will need~~ to ~~hire,~~Our train and retain qualified personnel. Such personnel might be unavailable when we need them. Even if such personnel are available when we need them, they might choose not to join us for reasons beyond our control. • We are dependent on hardware and software products produced by third parties to run our business, and we expect such dependency to continue and perhaps increase in the future. For reasons beyond our control, we might be unable to acquire necessary hardware and software products in sufficient quantities or on acceptable terms. • We must manage increases in our costs of doing business, such as increased employee compensation, increased hardware and software expenses, and increased lease expenses, that are likely to result if our business grows as planned. However, we might be unable to do so if such costs increase due to factors beyond our control. • We will attempt to attract customers who use America Online to our service by enabling them to use America Online’s “Bring Your Own Access,” which allows them to connect to America Online’s content and services for a reduced monthly fee. We maintain no relationship with America Online and the availability and pricing of the “Bring Your Own Access” is under the sole control of America Online. America Online could discontinue this program or substantially increase its costs, either of which would adversely affect our ability to use this program as an inducement to potential customers.Business

Our ~~success~~limited ~~depends~~operating ~~upon~~history ~~forming~~may ~~relationships~~make ~~with~~it ~~billers~~difficult for you to evaluate our business and our prospects.

~~Our~~We ~~business~~began ~~plan~~our ~~calls~~operations ~~for~~in usApril to2001. ~~enter~~Thus, ~~into~~your ~~agreements~~evaluation ~~with vendors~~ of ~~household~~our ~~products~~business and ~~services,~~our ~~or billers,~~prospects ~~allowing~~can usonly tobe ~~present~~based on ~~bills~~our ~~for~~limited ~~their~~operating ~~services~~history. toMoreover, our historical ~~customers~~results ~~electronically.~~of Asoperations ofdo ~~the~~not ~~date~~set offorth ~~this~~an ~~prospectus,~~accurate weindication of ~~have~~our ~~not~~future ~~entered~~results ~~into~~of ~~any~~operations ~~agreements~~or ~~that~~prospects ~~allow~~because uswe toare ~~present~~a ~~the~~development ~~bills~~stage ofcompany ~~such~~and ~~providers~~thus tofar ~~our~~have ~~customers,~~only ~~and~~implemented ~~there can be~~the nofirst ~~assurances~~stage ~~that~~of weour ~~will~~business beplan, ~~able~~which tois ~~negotiate~~the ~~such~~launch ~~agreements~~and indevelopment ~~the~~of ~~future~~our dial-up Internet access service. IfWe weexpect our ~~are~~operating ~~unable~~results to ~~convince~~change ~~billers~~significantly toif ~~allow~~we ~~us to~~are ~~present~~able ~~bills~~to successfully ~~for~~implement the ~~services~~second ~~they~~stage ~~provide~~of to our ~~customers~~business plan, wewhich ~~will~~entails belaunching, ~~unable~~and tothen ~~fully~~growing, ~~implement~~ our ~~business~~electronic ~~plan, which~~bill ~~could~~presentment ~~have~~and apayment ~~material~~service. ~~adverse~~No ~~effect~~assurances onexist ~~our~~that ~~business~~we will be successful in these endeavors.

~~Our~~If ~~success~~we ~~depends~~do ~~upon~~not ~~forming~~operate aprofitably, ~~relationship~~your ~~with~~investment could decline in value. In addition, our independent auditor has expressed doubt about our ability to continue as a ~~bank~~going concern if this offering is unsuccessful or ~~similar~~if ~~financial~~we ~~institution~~cannot obtain additional credit.

We ~~will~~have ~~not~~never ~~lend~~operated ~~money~~profitably. toWe ~~our~~incurred net ~~customers~~losses of approximately $590,018 ~~but~~in ~~we intend~~the tofirst ~~assist~~quarter of 2004, $2,298,090 in ~~making~~2003, ~~credit~~$2,472,470 ~~available~~in to2002 ~~them~~and ~~through~~$802,970 anin ~~unrelated~~2001. ~~financial~~As ~~institution~~of March 31, ~~such~~2004, aswe ahad ~~bank.~~an Weaccumulated ~~intend to do~~deficit ~~this~~of ~~both~~approximately by$6,163,548. ~~permitting~~In ~~our~~the ~~customers~~notes to ~~defer~~our ~~payment~~unaudited interim onfinancial ~~bills and~~information, bysubstantial ~~offering~~doubt ~~our~~is ~~customers~~expressed aas to ~~co-branded~~our ~~credit~~ability ~~card.~~to ~~See “Business”~~continue ~~for~~as ~~more~~a ~~information.~~going Asconcern ofif ~~the~~we ~~date~~do ofnot complete this ~~prospectus,~~offering ~~however,~~successfully or if we are ~~only~~unable ~~in preliminary discussions~~to ~~with~~obtain ~~financial~~additional ~~institutions.~~debt Wefinancing ~~have~~(please ~~not~~see ~~reached~~“Note anA: ~~agreement~~the ~~with~~Company ~~any financial institution,~~ and ~~there~~Summary isof noSignificant ~~assurance~~Accounting ~~that~~Policies,” webeginning ~~will~~on bepage ~~able to do so~~F-9). IfWe wecan ~~are~~provide ~~unable~~no toassurances ~~reach~~that ~~an agreement~~such ~~with~~net alosses ~~financial~~will ~~institution~~not ~~for~~continue ~~the~~or ~~provision~~increase ofor ~~credit~~that ~~to our customers,~~ we will ~~not~~ be able to ~~fully~~ implement our business ~~strategy,~~ ~~which~~plan ~~could~~or ~~seriously~~achieve ~~harm~~profitability. If we do not operate profitably, our business ~~and~~will ~~cause~~suffer ~~the value~~and of your investment tocould decline ~~significantly~~in value.

WeOur ~~may~~business beplan ~~liable~~is ~~for~~new ~~the~~and ~~payment~~unproven, ofwhich ~~credit~~may ~~that~~make isit ~~extended~~more difficult for you to evaluate our ~~customers~~chances of success.

IfOur webusiness ~~are~~plan ~~successful in making arrangements~~ to ~~have~~ ~~consumer~~provide ~~credit~~electronic ~~available to our customers, such~~bill ~~arrangements~~presentment ~~may require that we guarantee any loans to them pursuant to such credit arrangements,~~ and ~~we intend to guarantee such loans, if permitted by applicable law. By doing so, we will bear the risk of~~ payment ~~defaults by our customers. Thus, if a customer purchases goods or~~ services byis ~~means~~new ofand aunproven ~~loan guaranteed by us~~ and ~~subsequently~~has ~~does~~ not ~~pay that loan, we~~ ~~would~~yet bebeen ~~liable~~fully ~~for up to the full amount of the loan~~implemented. ~~Guaranteeing~~ For our ~~customers’~~business ~~loans~~plan ~~exposes us~~ to abe ~~potentially significant credit risk. This could severely strain our financial resources~~successful, ~~which~~we ~~could~~must ~~seriously~~accomplish ~~harm~~a ~~our~~number ~~business and cause the value~~ of ~~your~~goals, ~~investment~~including ~~to decline significantly.~~the following:

7 • Develop and market our electronic bill presentment and payment services to achieve market acceptance by both consumers and vendors of products and services. • Enter into aggregating and reselling arrangements. • Attract consumers that are appealing to vendors with whom we will associate.

~~Our~~ To ~~operating~~our ~~results~~knowledge, ~~may~~no ~~fluctuate~~other company has successfully implemented a business plan like ours. Our business plan differs significantly from ~~quarter~~those of our competitors in the electronic bill presentment and payment industry in that we intend to ~~quarter~~act as an intermediary between consumers and providers of household services and to use our intermediary role to negotiate discounts and other benefits for our customers. We are unaware of any other business in the electronic bill presentment and payment industry that serves in such an intermediary capacity. Thus, there is no similar model for our business to which ~~could~~you ~~cause~~can ~~the~~compare ~~price~~us ofin order to assess whether our ~~common~~business plan ~~stock~~has the potential to ~~fluctuate~~be successful. Furthermore, we might need to adapt our business plan to adjust to changes in the electronic bill

7 ~~Since our quarterly operating results may~~ ~~fluctuate, the price of our common stock might fluctuate as~~ ~~well. Our quarterly operating results might fluctuate for a~~ ~~variety of factors, many of which are beyond our control. These factors include:~~

•Table changes in our costs; • changes in our pricing policies or those of our competitors; • relative rates of acquisition of new customers; • seasonal patterns; • delays in the introduction of new or enhanced services, software and related products or market acceptance of these products and services; and • other changes in operating expenses, personnel, and general economic conditions.Contents

We presentment ~~must~~and ~~grow~~payment market. Therefore, our business plan could change in the future, which makes evaluating the viability of our business ~~effectively~~plan even more difficult. If we are unable to besuccessfully ~~successful~~implement our business plan, our business will suffer, we will not become profitable, and your investment will decline in value.

Our ~~business could be harmed if we fail to manage effectively any~~ growth ~~that~~strategy wedepends achieve. If our business grows, our management systems, as well as our financial and management controls and information systems, may be inadequate to support such growth. Our ability to manage our growth effectively will require us to expend funds to improve these systems, procedures, and controls, which we expect will increase our operating expenses and capital requirements. In addition, we must effectively expand, train, and manage our employees and independent contractors. We cannot assure you that we will respond on anumerous ~~timely basis to the changing demands that our planned expansion will impose on our management and on our existing systems~~factors, ~~procedures,~~many ~~and controls. For any~~ of ~~these reasons, we could lose opportunities or overextend our resources,~~ which, inare ~~turn,~~beyond ~~could seriously harm~~ our ~~business~~control.

~~Our~~ Some ~~success~~of ~~depends~~the ~~upon~~factors ~~the~~that ~~growth~~could ofsignificantly affect ~~online~~our ~~commerce.~~ability to develop our business, but which we believe are beyond our control, include the following:

~~Our~~• ~~success~~We ~~depends~~might ~~upon~~need to raise additional funds in the ~~expansion~~future. ofFor ~~online commerce,~~reasons asbeyond ~~well~~our control, such as ~~consumer~~general ~~acceptance~~market and ~~use~~economic ofconditions, ~~the~~we ~~same, particularly~~might ~~online~~be ~~bill~~unable ~~presentment~~to ~~and~~obtain ~~payment~~additional ~~activities~~funds ~~and online~~in ~~financial~~sufficient ~~management~~amounts, ~~activities~~on acceptable terms or at all. ~~Consumers~~• ~~have historically~~We ~~relied~~are dependent on ~~paper~~hardware ~~checks~~and tosoftware ~~pay~~products ~~their~~produced ~~bills.~~by ~~The adoption~~third ofparties ~~online~~to ~~bill~~run ~~paying~~our bybusiness, ~~consumers~~and ~~requires~~we ~~them~~expect such dependency to ~~engage~~ continue and perhaps increase in ~~new~~the ~~behaviors,~~future. ~~including~~For ~~exchanging~~reasons ~~information online~~beyond our control, ~~trusting~~such ~~online~~as ~~security~~increased ~~features,~~demand ~~and~~for ~~learning~~such ~~new computer~~products ~~skills,~~or ~~all~~a reduced supply of ~~which~~such products due to parts scarcity, we might be ~~difficult~~unable ~~for~~to acquire necessary hardware and software products in sufficient quantities or ~~unappealing~~ on acceptable terms. • We will attempt to ~~many~~attract ofcustomers who use America Online to our ~~potential~~service ~~customers.~~by Ifenabling ~~consumer acceptance~~them ofto ~~online~~use ~~commerce~~America ~~does~~Online’s ~~not~~“Bring ~~increase~~Your Own Access” or “AOL for Broadband” programs, ~~particularly online~~which ~~bill~~allow ~~presentment~~them to connect to America Online’s content and ~~payment~~services for a reduced monthly fee. We maintain no relationship with America Online and ~~online~~have ~~financial management~~no ~~activities,~~ability ~~our~~to ~~business~~control ~~will~~or ~~suffer~~influence America Online. Furthermore, the availability and ~~your investment~~pricing of “Bring Your Own Access” or “AOL for Broadband” are under the sole control of America Online. America Online could ~~become~~discontinue ~~worthless~~these programs or substantially increase their costs, either of which would eliminate or undermine our ability to use these programs as an inducement to potential customers.

WeIf ~~must~~we ~~continue~~cannot establish relationships with billers on favorable terms, we may be unable to ~~develop~~achieve ~~and~~all ~~maintain~~of the ~~LightFirst~~revenue ~~brand~~streams contemplated by our business plan.

WeOur ~~believe~~business ~~that~~plan ~~maintaining~~calls ~~and~~for ~~developing~~us ~~the LightFirst~~to ~~brand~~enter isinto agreements ~~critical~~with tovendors ~~our~~of ~~success~~household products and ~~that~~services, ~~the~~or ~~importance~~billers, ofallowing ~~brand~~us ~~recognition~~to ~~may~~offer ~~increase~~our ascustomers adiscounts ~~result~~on ~~of new~~such orservices ~~future~~and ~~competitors~~to ~~offering~~present ~~products~~bills ~~similar~~for tothese ~~ours.~~services Ifto our ~~brand-building~~customers ~~strategy~~electronically. isAs ~~unsuccessful,~~of ~~our~~the ~~business~~date ~~could~~of this prospectus, we ~~suffer.~~have ~~Our~~not ~~success~~entered ininto ~~promoting~~any ~~and~~agreements ~~enhancing~~that ~~the~~allow ~~LightFirst brand~~us ~~will~~to ~~depend~~present the onbills ~~our~~of ~~ability~~such providers to ~~provide~~our customers ~~with high-quality~~or ~~service.~~to Weoffer ~~cannot~~our customer ~~assure~~discounts ~~you~~on ~~that~~these ~~our~~services. ~~customers will~~If ~~perceive~~we ~~our~~are ~~service~~unable asto negotiate ~~being~~agreements for all of ~~high~~the ~~quality.~~services Ifthat ~~they~~we docurrently ~~not~~intend to offer, we will be forced to eliminate the ~~value~~products ofand services ~~our~~for ~~brand~~which ~~name~~agreements ~~may~~are beunavailable ~~diminished,~~from our ~~ability~~planned toservice ~~implement~~offerings, our ~~business~~ability ~~strategy~~to ~~may~~earn berevenue ~~adversely~~will ~~affected~~be reduced, and ~~our~~the ~~business~~value of your investment may bedecline ~~harmed~~as a result.

WeIf ~~plan~~we todo ~~use~~not ~~community~~establish ~~organizations~~a asrelationship ~~channels~~with ~~through~~a ~~which~~bank toor similar financial institution on favorable terms, market acceptance of our services and the growth of our business will be hindered.

We ~~plan~~intend to ~~use~~assist ~~organizations~~in ~~related~~making tocredit oravailable to ~~affiliated~~our ~~with~~customers ~~Chicago-area~~through ~~schools~~an unrelated financial institution, such as ~~parent-teacher~~a bank. We intend to do this by permitting our customers to ~~organizations,~~defer aspayment ~~well~~on asbills. ~~community~~See ~~organizations~~“Business” for more information. As of the date of this prospectus, ~~such~~however, aswe are ~~libraries~~only in preliminary discussions with financial institutions. We have not reached an agreement with any financial institution, and asthere ~~channels~~is ~~through~~no ~~which~~assurance that we will be able to ~~market~~do so on terms that will make our services attractive to our customers. If we ~~This~~are ~~strategy~~unable isto ~~unproven~~reach an agreement with a financial institution for the provision of credit to our customers on favorable terms, we may not be able to attract customers at the rate we would otherwise attract them, and ~~there~~we ~~are~~may nobe ~~assurances~~unable ~~that~~to aoffer some of ~~sufficient~~the ~~number~~services and benefits contemplated by our business plan. Either or both of ~~such~~these results could hinder our growth, and the value of your investment could decline as a result.

organizationsTable willof choose to cooperate with our marketing efforts. If this marketing strategy is unsuccessful, our business will not grow. Contents

~~The~~We ~~loss~~may ofnot ~~Martin~~be P.able ~~Gilmore~~to orexecute our ~~inability~~business plan if we are unable to ~~retain~~arrange ~~other~~an ~~senior~~accounts ~~management~~receivable ~~personnel~~credit ~~could~~facility ~~harm~~or ~~our~~otherwise ~~business~~raise additional capital.

WeOur business plan calls for us to submit bulk pre-payments to billers to simplify e-bill presentment and to secure greater discounts for our customers; these pre-payments are, ~~dependent~~in onessence, the ~~services~~equivalent of ~~Martin~~purchasing Paccounts receivable from these vendors. In order to purchase these ~~Gilmore,~~receivables ~~our~~from ~~president~~the ~~and~~vendors, ~~chief~~we ~~executive~~will ~~officer.~~need ~~Our~~to raise substantial ~~operations~~amounts ~~would~~of ~~suffer~~additional ifcapital, which we ~~were~~intend to ~~lose~~do ~~the~~by ~~services~~securing an accounts receivable line of credit from a bank and possibly Mrby issuing additional equity securities. ~~Gilmore.~~ InWe ~~addition,~~may ~~there~~not isbe ~~competition~~able ~~for~~to ~~qualified~~arrange ~~management~~such ina ~~our~~line ~~industry~~of credit on favorable terms, or at all. ~~Many~~The terms of ~~the~~such ~~companies~~a ~~with which~~credit wefacility will ~~compete~~likely ~~for~~contain ~~experienced~~provisions that ~~management~~limit ~~personnel~~our ~~have greater~~flexibility ~~financial~~in ~~and~~operating ~~other~~our ~~resources~~business ~~than~~or werequire us doto sell additional equity securities. If we ~~are~~sell additional ~~unable~~equity tosecurities, ~~retain~~this ~~qualified~~may ~~management~~dilute ~~personnel~~your orequity ifinterest ain ~~significant~~LightFirst. ~~number~~If ofwe ~~our~~are ~~current~~not ~~management~~able ~~personnel~~to ~~were~~secure ~~to leave~~an ~~our~~accounts ~~employment~~receivable credit facility, we will be unable to execute our business ~~could~~plan and you may lose ~~direction~~all ~~and~~or ~~the value~~a substantial portion of your investment ~~could decline~~.

WeDefaults ~~could~~on beloans ~~subject~~by toour ~~successor~~customers ~~liability~~could ~~claims~~strain ~~relating to~~ our ~~purchase~~financial ~~of assets from Avenew~~resources.~~com, Inc.~~

WeIf ~~purchased~~we ~~certain~~are ~~assets~~successful ~~from Avenew.com, Inc.~~ in ~~May~~making ~~2001,~~arrangements ~~including accounts for approximately 6,000~~to ~~customers~~have ~~for~~consumer ~~dial-up~~credit ~~Internet~~available ~~access~~to ~~service~~our ~~and~~customers, ~~until May~~such ~~2002,~~arrangements wemay ~~contracted~~require ~~with~~that ~~Avenew.com,~~we ~~Inc.~~guarantee ~~for~~any ~~certain administrative~~loans ~~services~~to ~~for such accounts. Avenew.com, Inc. was~~them anpursuant ~~Internet~~to ~~service~~such ~~provider~~credit ~~in the Chicago metropolitan area~~arrangements, ~~which~~ ~~was~~and ~~liquidated~~we ~~under~~intend ~~Chapter 7~~to ~~of the U.S. Bankruptcy~~guarantee ~~Code~~such ~~on June 11~~loans, ~~2002.~~if ~~Martin~~permitted ~~Gilmore,~~by ~~who~~applicable islaw. ~~our~~By ~~founder, our~~doing ~~chief executive officer~~so, awe ~~member of our Board of Directors~~will ~~and~~bear the ~~largest~~risk ~~holder~~ of ~~our~~payment ~~common~~defaults ~~stock,~~by ~~was~~our ~~a founder, executive officer and major stockholder of Avenew~~customers.~~com,~~ ~~Inc. Under certain circumstances~~Thus, ~~federal~~if ~~and state laws permit those~~a ~~with~~customer ~~claims~~purchases ~~against~~goods ~~a dissolved~~ or ~~dissolving~~services ~~company,~~by ~~such~~means ~~as its creditors, to pursue such claims against companies that purchase the assets~~ of ~~the~~a ~~dissolved or dissolving company. This~~loan isguaranteed ~~known~~by asus ~~successor~~and ~~liability.~~subsequently Atdoes ~~this time, we are~~ not ~~aware of~~pay ~~any successor liability claims against us nor are we aware~~ that ~~any such claims exist. However~~loan, ~~the application of federal~~we ~~and~~would ~~state~~be ~~successor~~liable ~~liability laws is fact specific, so it difficult~~ for usup to ~~determine whether~~ the ~~facts~~full ~~and circumstances~~amount of the ~~Avenew~~loan.~~com, Inc. bankruptcy might subject~~ usGuaranteeing toour ~~successor~~customers’ ~~liability~~loans ~~claims~~exposes ~~in the future. If successor liability claims were brought against~~ us, ~~the~~to ~~cost of defending~~a ~~against~~potentially ~~them,~~significant ~~and~~credit ~~the~~risk. ~~imposition~~This ~~of monetary judgments against us if we were unsuccessful in defending against such claims,~~ could ~~strain~~severely strain our financial resources. ~~This, in turn, could harm~~ ~~our business and cause the value of your investment to decline~~ ~~significantly.~~

WeOur ~~are~~operating ~~dependent~~results onmay ~~third~~fluctuate ~~parties~~from quarter to ~~fulfill many of our hardware and software needs~~quarter, aswhich ~~well~~could ascause tothe ~~provide~~price usof ~~with~~our ~~necessary~~common ~~services~~stock ~~relating~~ to ~~the operation of our business~~fluctuate.

~~The~~Since ~~expansion of~~ our ~~network~~quarterly ~~infrastructure places~~operating ~~demands~~results ~~on our suppliers, some of which have limited~~may ~~resources and production capacity. From time to time~~fluctuate, wethe ~~have experienced~~price ~~delays~~of inour ~~delivery~~common ~~from~~stock ~~suppliers~~might offluctuate ~~modems,~~as ~~servers,~~well. ~~and~~Our ~~other~~quarterly ~~equipment.~~operating Inresults ~~particular,~~might ~~our~~fluctuate ~~servers~~for ~~are~~ a ~~critical~~variety ~~part~~ of ~~our infrastructure~~factors, ~~and~~some weof ~~will~~which ~~need~~are tobeyond ~~add additional servers to expand~~ our ~~operations~~control. ~~We currently~~These ~~purchase~~factors all of our servers from Sun Microsystems, Inc. Since we do not have an agreement with Sun Microsystems, Inc. regarding future server purchases, we can provide no assurance that Sun Microsystems, Inc. will continue to supply servers to us. We may be unable to implement our planned expansion and our users may be unable to connect to our network ifinclude:

• wechanges ~~are~~in ~~unable~~our tocosts ~~obtain~~brought ~~modems~~about by general market conditions, ~~servers~~such ~~and~~as ~~other~~scarcity ~~equipment~~or high demand; • changes in aour ~~timely~~pricing ~~manner~~policies, which are generally within our control, or those of our competitors, which are beyond our control; • ~~such~~relative ~~equipment~~rates isof ~~unavailable~~acquisition onof ~~commercially~~new ~~acceptable~~customers, ~~terms~~which could be depressed by poor economic condition in the areas we serve; or• seasonal patterns; • wedelays ~~are~~in ~~unable~~the tointroduction ~~develop~~of ~~alternative~~new ~~sources~~or enhanced services, software and related products or market acceptance of ~~supply~~these products and services; and • other changes in operating expenses, ifpersonnel, ~~required~~and general economic conditions.

WeIf ~~depend~~the onprice ~~establishing~~of ~~and maintaining relationships with several companies to provide dial-up Internet access service to~~ our ~~customers,~~common ~~and~~stock tois ~~provide us with telecommunications~~volatile, ~~content filtering, and other support~~ ~~services.~~investors ~~The~~may ~~loss~~not orwant ~~impairment of any of these relationships would materially affect our ability~~ to ~~deliver~~buy ~~service to~~ our ~~customers~~ stock, ~~and~~which ~~our~~could ~~business~~cause ~~and~~ the value of your investment ~~could~~ ~~decline~~to ~~as a result~~decline.

9 We must grow our business effectively to be successful.

We Our business could be harmed if we fail to manage effectively any growth that we achieve. If our business grows, our management systems, as well as our financial and management controls and information systems, may ~~experience~~be ~~breakdowns~~inadequate into support such growth. Our ability to manage our growth effectively will require us to expend funds to improve these systems, procedures, and controls, which we expect will increase our operating expenses and capital requirements. In addition, we must effectively expand, train, and manage our employees and independent contractors. We cannot assure you that we will respond on a timely basis to the changing demands that our planned expansion will impose on our management and on our existing systems, procedures, and controls. For any of these reasons, we could ~~damage~~lose ~~customer~~opportunities ~~relations~~or overextend our resources, which, in turn, could harm our business and ~~expose~~cause usthe value of your investment to ~~liability~~decline.

9 ~~The satisfactory performance, reliability,~~ ~~security, and availability of our website, filtering systems,~~ ~~and network infrastructure are critical to our reputation and~~ our ability to attract and retain participating customers and vendors. Our revenue depends on the number of online bills paid and electronic purchases made by our customers. Any system interruptions that result in the inability of our customers to pay bills or purchase goods and services, or more generally, the unavailability of our service offerings, could have an adverse impact on our revenue. Thus, to operate our business successfully, we must protect our systems from interruption by events beyond our control. Events that could cause system interruptions include:

•Table fire; • earthquake; • terrorist attacks; • natural disasters; • computer viruses; • unauthorized access to our systems; • telecommunications failure; • computer denial of service attacks; and • power loss.Contents

InIf ~~addition,~~our ~~we believe that~~ customers ~~who~~do ~~have~~not ~~a bad~~embrace ~~experience~~online ~~with~~commerce, our ~~service~~business will ~~be reluctant to continue using it and will~~ not ~~recommend us to others~~grow.

Our ~~computer~~success ~~hardware~~depends isupon ~~located~~the inexpansion aof ~~leased~~online ~~facility~~commerce, inas ~~Arlington~~well ~~Heights,~~as ~~Illinois.~~consumer Ifacceptance ~~this~~and ~~facility experiences~~use aof ~~system~~the ~~failure~~same, particularly weonline ~~would~~bill bepresentment ~~unable~~and topayment ~~provide~~activities and ~~service~~online tofinancial ~~our~~management ~~customers~~activities. ~~until~~Consumers ~~this~~have historically ~~facility~~relied ison ~~restored~~paper orchecks ato pay their bills. The ~~substitute~~adoption ~~facility~~of isonline ~~brought~~bill ~~into~~paying ~~use.~~by ~~Currently,~~consumers werequires ~~have~~them noto ~~arrangements~~engage ~~for~~in ~~substitute~~new ~~facilities.~~behaviors, ~~Our~~including ~~insurance~~exchanging ~~coverage~~information ~~may~~online, ~~not~~trusting ~~compensate~~online ussecurity ~~for~~features, ~~losses~~and ~~that~~learning ~~occur~~new computer ~~due~~skills, toall ~~failures~~of which might be difficult for or ~~interruptions~~unappealing into many of our ~~systems~~potential customers. ~~Disruptions,~~If ~~particularly~~consumer acceptance ifof ~~they were~~online ~~for~~commerce andoes ~~extended~~not ~~period~~increase, ~~would~~particularly online ~~seriously~~bill ~~harm~~presentment ~~our~~and ~~business~~ payment and ~~thus~~online ~~diminish~~financial management ~~the~~activities, ~~value~~our ofbusiness ~~your~~will suffer and your investment could decline in value.

~~Security~~If we do not successfully develop and ~~privacy~~maintain ~~breaches~~the inLightFirst ~~our~~brand, ~~systems~~we ~~could~~may ~~damage~~lose ~~customer~~existing ~~relations~~customers and ~~inhibit~~fail ~~our~~to ~~growth~~attract new customers.

~~Any~~We ~~failure~~believe inthat maintaining and developing the LightFirst brand is critical to our ~~security~~success and ~~privacy~~that ~~measures~~the ~~could~~importance ~~harm~~of ~~our~~brand ~~business.~~recognition Wemay ~~plan~~increase toas ~~store~~a ~~personal~~result ~~information~~of new ~~about~~or ~~our~~future ~~customers,~~competitors ~~including~~offering ~~bank~~products ~~account~~similar ~~and~~to ~~credit~~ours. ~~card~~If our ~~information,~~brand-building ~~social~~strategy ~~security~~is ~~numbers~~unsuccessful, ~~and~~our ~~merchant~~business ~~account~~could ~~numbers~~suffer. IfOur wesuccess ~~are~~in ~~unable~~promoting and enhancing the LightFirst brand will depend on our ability to ~~protect,~~provide orcustomers ~~consumers~~with high-quality ~~perceive~~service. We cannot assure you that our customers wewill ~~are~~perceive ~~unable~~our toservice ~~protect,~~as ~~the~~being ~~security~~of ~~and~~high ~~privacy~~quality. ofIf ~~this~~they do ~~information~~not, the value of our ~~business~~brand name may be diminished. This, in turn, could ~~suffer~~cause the value of your investment to decline.

AIf ~~security~~our orplan ~~privacy~~to ~~breach~~use ~~may:~~ community organizations to market our services fails, our business will not grow.

• We ~~expose~~plan usto use organizations related to ~~liability;~~or affiliated •with ~~deter~~Chicago-area ~~consumers~~schools, ~~from~~such ~~using~~as ~~our~~parent-teacher organizations, ~~services;~~as •well ~~cause~~as ~~our~~community ~~customers~~organizations, tosuch ~~lose~~as libraries, ~~confidence~~as inchannels through which to market our services;. This •strategy ~~harm~~is ~~our~~unproven, ~~reputation;~~and •there ~~increase~~are ~~our~~no ~~expenses~~assurances ~~because~~that a sufficient number of ~~potential~~such ~~damages;~~organizations orwill •choose ~~decrease~~to ~~market~~cooperate with ~~acceptance~~our ofmarketing ~~electronic~~efforts. ~~bill~~If ~~presentment~~this ~~and~~marketing ~~payment~~strategy is unsuccessful, our business will not grow.

WeThe ~~believe~~loss ~~that~~of weMartin ~~will utilize applications designed for data security and integrity~~P. ~~Nevertheless,~~Gilmore ~~there can~~or ~~be no assurance that~~ our ~~use~~inability ~~of such applications will be sufficient~~ to ~~address~~retain ~~the~~other ~~security~~senior ~~and~~management ~~privacy~~personnel ~~concerns~~could ofharm our ~~customers~~ ~~or protect their information~~business.

10 We are dependent on the services of Martin P. Gilmore, our president and chief executive officer. Our operations would suffer if we were to lose the services of Mr. Gilmore. In addition, there is competition for qualified management in our industry. Many of the companies with which we will compete for experienced management personnel have greater financial and other resources than we do. If we are unable to retain qualified management personnel or if a significant number of our current management personnel were to leave our employment, our business could lose direction and the value of your investment could decline.

We ~~expect~~could tobe ~~face~~subject ~~significant~~to ~~risks~~successor ofliability ~~loss~~claims ~~due~~relating to ~~fraud~~our ~~and~~purchase ~~disputes~~of ~~between~~assets ~~customers~~from ~~and~~Avenew.com, ~~vendors~~Inc., ~~that~~which ~~use~~could drain our ~~electronic~~financial ~~bill presentment and payment~~resources.

We ~~face~~purchased ~~significant~~certain ~~risks~~assets offrom ~~loss~~Avenew.com, ~~due~~Inc. in toApril ~~fraud~~2001, including accounts for approximately 6,000 customers for dial-up Internet access service and, ~~disputes~~until ~~between~~May 2002, we contracted with Avenew.com, Inc. for certain administrative services for such accounts. Avenew.com, Inc. was an Internet service provider in Chicago and four other metropolitan areas, which was liquidated under Chapter 7 of the U.S. Bankruptcy Code on June 11, 2002. Martin Gilmore, who is our ~~customers~~founder, our chief executive officer, a member of our Board of Directors and ~~vendors~~the ~~using~~largest holder of our common stock, ~~services~~was a founder, ~~including:~~executive officer and major stockholder of Avenew.com, Inc. Under certain circumstances, federal and state laws permit those with claims against a dissolved or dissolving company, such as its creditors, to pursue such claims against companies that purchase the assets of the dissolved or dissolving company. This is known as successor liability. At this time, we are not aware of any successor liability claims against us nor are we aware that any such claims exist. However, the application of federal and state successor liability laws is fact specific, so it is difficult for us to determine whether the facts and circumstances of the Avenew.com, Inc. bankruptcy might subject us to successor liability claims in the future. If successor liability claims were brought against us, the cost of defending against them, and the imposition of

• unauthorized use of information and identity theft; • vendor fraud and other disputes over the quality of goods and services; • breaches of system security; • employee fraud; and • use of our system for illegal or improper purposes.10

WeTable take measures to detect and reduce the risk of fraud, but we cannot assure you that these measures will be effective. If these measures fail, our business will suffer. In addition, we may incur losses from fraud, including claims from customers that vendors have not performed, that their goods or services are not as described, or that the customer did not authorize the purchases. We may also incur losses from erroneous transmissions and from customers who have closed bank accounts or have insufficient funds in such accounts to satisfy payments. Contents

~~Customer~~ monetary ~~complaints~~judgments oragainst ~~negative~~us ~~publicity~~if we were unsuccessful in defending against such claims, could ~~adversely~~strain ~~affect~~our financial resources. This, in turn, could harm our business and cause the ~~use~~value of ~~our~~your ~~services~~investment to decline significantly.

~~Customer~~We ~~complaints~~depend oron ~~negative~~third ~~publicity~~parties ~~about our~~to ~~services~~fulfill ~~could~~many ~~undermine consumer confidence in and use~~ of ~~our~~ ~~services. Breaches of~~ our ~~customer~~hardware ~~privacy~~ and ~~our~~software ~~security measures could have the same effect. Measures we might take to combat fraud and breaches of privacy and security~~needs, ~~such~~ as ~~freezing~~ ~~customer~~well ~~accounts,~~as ~~could~~to ~~damage~~provide ~~our~~us ~~relations~~ with ~~customers.~~ ~~These~~necessary ~~measures~~services ~~heighten~~relating ~~the need for prompt and accurate customer service~~ to ~~resolve~~the ~~irregularities~~operation ~~and disputes.~~of ~~If we do not handle customer complaints effectively,~~ our ~~reputation might suffer and we may lose customers~~business.

~~Our~~ The ~~status~~expansion ~~under~~of ~~state~~our network infrastructure places demands on our suppliers, some of which have limited resources and ~~federal~~production ~~financial~~capacity. ~~services~~From ~~regulation~~time isto ~~unclear~~time, we have experienced delays in delivery from suppliers of modems, servers, and other equipment. In particular, our servers are a critical part of our infrastructure, and we will need to add additional servers to expand our operations. We currently purchase all of our servers from Sun Microsystems, Inc. Since we do not have an agreement with Sun Microsystems, Inc. regarding future server purchases, we can provide no assurance that Sun Microsystems, Inc. will continue to supply servers to us. We may be unable to implement our planned expansion and our users may be unable to connect to our network if:

We• ~~operate~~we inare anunable ~~industry that could become subject~~ to ~~government~~obtain ~~regulation. In addition~~modems, ~~some~~servers ~~states~~and ~~have money~~other ~~transmitter~~equipment ~~regulations~~in toa ~~which~~timely wemanner; ~~might~~• besuch ~~subject. Likewise,~~equipment weis ~~may~~unavailable beon ~~subject~~commercially toacceptable ~~federal~~terms; ~~electronic fund transfer and money laundering regulations, state~~ or ~~federal~~• ~~banking or financial services regulations, and regulations relating to Internet transactions, among others. If~~ we are ~~found~~unable to bedevelop ~~in violation~~alternative sources of ~~any~~supply, ~~current~~if ~~or future regulations:~~ required.

• We wedepend ~~could~~on beestablishing ~~exposed~~and maintaining relationships with several companies to ~~financial~~provide ~~liability,~~Internet ~~including~~access services ~~substantial~~to ~~fines~~our customers, and ~~disgorgement~~to ofprovide ~~any~~us ~~profits;~~with telecommunications, •content wefiltering, ~~could~~and beother ~~forced~~support services. toThe ~~change~~loss ~~our~~or ~~business~~impairment ~~practices;~~of ~~and~~any •of wethese ~~could~~relationships would beimpair ~~forced~~our ability to ~~cease~~deliver ~~doing~~service to our customers and our business inand ~~certain~~the ~~areas~~value orof ~~altogether~~your investment could decline as a result.

~~Our~~We ~~present~~may ~~operation~~experience ~~solely~~breakdowns in ~~the~~our ~~Chicago~~systems ~~metropolitan~~that ~~market~~could ~~potentially~~damage ~~exposes~~customer usrelations toand ~~greater~~expose ~~risk~~us ~~than~~to ~~if we operated in additional markets throughout the United States~~liability.

WeThe ~~presently~~satisfactory ~~operate~~performance, reliability, security, and availability of our ~~business~~website, ~~only~~filtering insystems, and ~~the~~network infrastructure are critical to our reputation and ~~Chicago~~our ~~metropolitan~~ability ~~market~~to attract and retain participating customers and vendors. ~~The~~Our ~~concentration~~revenue depends on the number of online bills paid and electronic purchases made by our ~~operations~~customers. Any system interruptions that result in ~~this~~the ~~geographic~~inability ~~market~~of ~~exposes~~our uscustomers to pay abills ~~greater~~or ~~risk~~purchase ~~from regional~~goods ~~economic~~and ~~downturns~~services, ~~than~~or ~~would~~more begenerally, the unavailability ~~case~~of ifour service offerings, could reduce our revenue. Thus, to operate our business successfully, we ~~were~~must try ~~not~~to soprotect ~~geographically~~our ~~concentrated~~systems from interruption, including by events beyond our control. Events beyond our control that could cause system interruptions include:

11 • fire; • earthquake; • terrorist attacks; • natural disasters; • computer viruses; • unauthorized access to our systems; • telecommunications failure; • computer denial of service attacks; and • power loss.

~~Competition~~ In inaddition, we believe that customers who have a bad experience with our ~~industry~~service iswill ~~fierce~~be reluctant to continue using it and ~~could~~will ~~harm~~not ~~our~~recommend ~~business~~us to others.

~~The~~We ~~electronic~~currently ~~bill~~maintain ~~presentment~~a ~~and~~single ~~payment~~telecommunications ~~market~~services isnetwork and house our computer hardware in a ~~new~~single leased ~~industry~~facility. ~~and,~~If ~~like~~our ~~the~~telecommunications ~~broader~~provider ~~electronic~~or our ~~commerce~~co-location ~~market~~facility experiences a system failure, iswe ~~evolving.~~would ~~Competition~~be unable into provide service to our ~~industry~~customers isuntil these ~~fierce~~facilities and services are restored or substitute facilities and services are brought into use. WeCurrently, ~~expect~~we ~~competition~~have tono arrangements ~~increase~~for insubstitute ~~the~~facilities ~~future~~or services. Our ~~current~~insurance ~~competitors~~coverage ~~include:~~may not compensate us for losses

• banks with electronic bill presentment and payment services, such as Bank of America, Bank One Corp, Wells Fargo and Fleet-Boston Financial Corp; • CheckFree Corporation, which is one of the largest electronic bill presentment and payment companies in the United States; and • Internet payment facilitators, which are in various stages of development and some of which are backed by prominent venture capital firms.11

ManyTable of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, larger customer bases, and significantly greater financial, technical, and marketing resources than we do. These competitors may engage in more extensive product development, undertake broader marketing campaigns, adopt more aggressive pricing structures, and make more attractive offers to existing and potential vendors with which we have or will seek to have relationships. Contents

~~Our~~that ~~ability~~occur due to ~~compete~~failures ~~effectively~~or ~~depends~~interruptions onin ~~many~~our ~~factors~~systems. Disruptions, ~~including:~~particularly if they were for an extended period, would seriously harm our business and thus likely diminish the value of your investment.

•Security ~~the pricing, breadth, ease of use,~~ and ~~convenience~~privacy ofbreaches ~~the~~in ~~services we offer; • the timing of~~ our ~~entry~~systems ~~into~~could ~~the~~damage ~~electronic~~customer ~~bill~~relations ~~presentment~~ and ~~payment~~inhibit ~~market; • the variety, quantity, and quality of the business relationships we plan to build; and •~~ our ~~ability to develop and use proprietary and scalable technology and infrastructure~~growth.

~~Increased~~Any ~~competition~~failure in our security and privacy measures could ~~lead~~harm our business by causing our customers to ~~reduced~~lose ~~margins~~confidence orin ~~loss~~us. ofWe ~~market~~plan ~~share~~to store personal information about our customers, ~~the~~including ~~occurrence~~bank ofaccount ~~either~~and ofcredit card ~~which~~information, ~~could~~social ~~impair~~security ~~our~~numbers, ~~business~~and merchant account numbers. If we are unable to protect, ~~our~~or ~~results~~consumers ofperceive ~~operations~~that we are unable to protect, the security and privacy of this information, our ~~financial~~business ~~condition~~could suffer.

InA ~~addition,~~security ~~improvements~~or inprivacy ~~the~~breach ~~traditional methods by which bills are paid~~ may ~~make electronic commerce a~~: ~~less attractive means for paying bills and managing personal~~ ~~finances and could reduce our ability to generate revenue and become profitable.~~

If• weexpose dous ~~not~~to ~~respond~~liability; • deter consumers from using our services; • cause our customers to ~~technological~~lose ~~change,~~confidence in our ~~service~~services; ~~could~~• ~~become~~harm ~~obsolete~~our reputation; • increase our expenses because of potential damages; or • decrease market acceptance of electronic bill presentment and payment.

ToWe ~~remain~~believe ~~competitive,~~that we ~~must~~will ~~continually enhance~~utilize ~~the responsiveness, functionality, and features of our~~applications ~~service~~designed ~~and~~for ~~develop~~data ~~other~~security ~~services that are attractive to customers~~ and ~~vendors~~integrity. ~~We must also continually address the evolving technological developments that characterize Internet commerce~~Nevertheless, ~~including~~there ~~the rapid advances in Internet connectivity, such as DSL and high-speed cable modems. Currently, we only offer our customers dial-up Internet access, which~~ is a ~~relatively~~no ~~slow~~assurance ~~way to connect to the Internet. To date, we do not think~~ that ~~we have lost customers because of~~ our ~~dial-up based~~use ~~service. Nevertheless, because we cannot predict the nature or extent~~ of ~~future~~such ~~technological~~applications ~~challenges,~~will ~~we may~~ be ~~unable~~sufficient to ~~respond~~address tothe ~~demands~~security and ~~challenges,~~privacy inconcerns ~~which~~of ~~case~~ our ~~business~~customers ~~could~~or ~~become~~protect ~~obsolete~~their information.

We ~~might~~expect beto ~~unable~~face significant risks of loss due to ~~protect~~fraud ~~our~~and ~~intellectual~~disputes ~~property~~between customers and ~~proprietary~~vendors ~~technology~~that use our electronic bill presentment and payment.

~~Our~~We ~~success~~expect ~~and ability~~ to ~~compete~~face insignificant ~~our~~risks ~~market depends~~of ~~upon~~loss ~~our proprietary technology. Failure~~ due to ~~protect~~fraud ~~our intellectual property could harm our brand, devalue the proprietary content of our website,~~ and ~~decrease~~disputes ~~our~~between ~~ability to compete. Moreover, we could spend significant resources enforcing or defending~~ our ~~intellectual~~customers ~~property rights, which would be a drain on our financial resources. To protect to our intellectual property rights, we rely on a combination of intellectual property laws~~ and ~~contractual~~vendors ~~arrangements. The~~using ~~protective steps we have taken may be insufficient to prevent the misuse of~~ our ~~proprietary information~~services, ~~however. Furthermore,~~including: ~~we may be unable to detect the unauthorized use of, or take~~ ~~appropriate steps to enforce, our intellectual property rights. We have not filed any patent applications~~

12 • unauthorized use of information and identity theft; • vendor fraud and other disputes over the quality of goods and services; • breaches of system security; • employee fraud; and • use of our system for illegal or improper purposes.

~~for~~We ~~our~~take ~~electronic~~measures ~~bill~~to ~~presentment~~detect and ~~payment~~reduce the risk of ~~service~~fraud, ~~and~~but we docannot ~~not~~assure ~~expect~~you tothat dothese someasures inwill ~~the~~be effective. ~~future~~If these measures fail, our business will suffer. In ~~Consequently~~addition, awe ~~third~~may ~~party~~incur ~~might~~losses ~~try~~from tofraud, ~~imitate~~including ~~and~~claims ~~exploit~~from customers ~~our~~that vendors have not performed, that their goods or ~~technology~~services are not as described, ~~which~~or ~~could~~that ~~undermine~~the ~~our~~customer ~~business~~did not authorize the purchases. We may also incur losses from erroneous transmissions and from customers who have closed bank accounts or have insufficient funds in such accounts to satisfy payments.

~~Our~~Customer ~~products~~complaints ~~and~~or ~~services~~negative publicity could ~~infringe~~damage ~~upon~~our ~~the~~reputation ~~intellectual~~and ~~property~~cause ~~rights~~us ofto ~~others~~lose customers.

WeCustomer ~~are~~complaints ~~aware~~or ofnegative ~~various~~publicity ~~patents and other~~about ~~intellectual~~our ~~property~~services ~~rights~~could ~~held~~undermine byconsumer ~~third~~confidence ~~parties~~ in ~~the~~and ~~area~~ use of our ~~electronic payment systems~~services. ~~The~~Breaches ~~holders~~ of ~~these~~our ~~rights~~customer ~~could assert~~privacy ~~that~~and weour ~~are infringing upon such rights. Although we~~security ~~believe~~measures ~~that~~could wehave dothe ~~not~~same ~~infringe~~effect. ~~any~~Measures ~~third-party’s intellectual property rights,~~ we ~~cannot~~might ~~assure~~take ~~you that our~~to ~~product~~combat ~~features~~fraud doand ~~not~~breaches ~~infringe~~of onprivacy ~~intellectual~~and ~~property~~security, ~~rights~~such as ~~held~~freezing bycustomer ~~others or that they will not do so in the future. As a result~~accounts, ~~third parties~~ could ~~assert~~damage ~~infringement~~our ~~claims~~relations ~~against~~with uscustomers. ~~that~~These ~~could~~measures ~~result~~heighten inthe ~~litigation,~~need ~~which~~for ~~may~~prompt ~~have a material~~and ~~adverse~~accurate ~~effect~~customer onservice usto ~~even~~resolve ifirregularities ~~we defend ourselves successfully.~~and Indisputes. ~~lieu~~If ~~of litigation,~~ we ~~might~~do benot ~~able~~handle tocustomer ~~seek~~complaints ~~licenses to use~~effectively, ~~such~~our ~~intellectual~~reputation ~~property~~might ~~rights,~~suffer ~~but~~and we ~~cannot~~may ~~assure~~lose ~~you that we could secure licenses on reasonable terms or at all~~customers.

12 ~~Risks Relating to Our Offering~~

WeTable are conducting this offering ourselves, without the assistance of underwriters.Contents

WeIf we are ~~offering~~found ~~our common stock directly~~ to ~~the public~~be ~~without~~subject ~~the assistance of an underwriter. Consequently, because no underwriter has committed~~ to ~~purchase~~laws ~~any~~or ofregulations ~~the shares~~governing inelectronic ~~this offering~~commerce, ~~there is no assurance that~~ we ~~will~~could ~~be able~~incur toliabilities ~~sell any shares in this offering. In addition, the absence of an underwriter means that we are unable to estimate the total proceeds of this offering~~ and, ~~if we do not sell at least 1,200,000 shares of our common stock by the offering termination date, all funds will~~ be ~~refunded~~forced to ~~investors~~change ~~who have purchase shares of~~ our ~~common~~business ~~stock in this offering~~practices. Additionally, because no underwriter is involved in this offering, no underwriter will perform a due diligence review of us. This means that we will not be subjected to the thorough underwriter examination that a company engaging in an initial public offering typically undergoes.

~~The~~ We ~~offering~~operate ~~price~~in ofan ~~our~~industry ~~common~~that ~~stock~~is subject to certain government regulations and that could become subject to additional government regulation. For example, some states have money transmitter regulations to which we might be subject. In addition, we may ~~not~~be ~~accurately~~subject ~~reflect~~to federal electronic fund transfer regulations, such as to the Electronic Fund Transfer Act and Regulation E of the Federal Reserve Board, which require that companies comply with certain procedural rules and assume liability for unauthorized transactions. In addition, we are subject to the financial privacy provisions of the Gramm-Leach-Bliley Act and other related regulations, which restrict how we use financial information obtained through our service. ~~true~~We ~~value~~may also be subject to additional state or federal banking or financial services regulations, and regulations relating to Internet transactions, among others. If we are found to be in violation of any current or future regulations:

~~The~~• ~~public~~we ~~offering~~could ~~price~~be ~~for~~exposed ~~our~~to ~~common~~financial ~~stock~~liability, ~~is $10.00~~including ~~per~~substantial ~~share.~~fines Noand ~~investment~~disgorgement ~~banker~~of orany ~~appraiser~~profits; ~~has~~• ~~been consulted~~we ~~concerning~~could ~~the~~be ~~fairness~~forced ofto ~~this~~change ~~offering~~our ~~price.~~business ~~We determined~~practices; ~~the~~and ~~offering~~• ~~price~~we ofcould ~~our~~be ~~common~~forced ~~stock~~to ~~after considering~~cease ~~numerous~~doing ~~factors,~~business ~~including,~~in ~~but~~certain ~~not~~areas ~~limited~~or ~~to:~~ altogether.

• In addition, because we propose to enter into an arrangement with a lending institution that will lend our customers ~~anticipated~~money ~~results~~to ofpay ~~operations~~their bills and ~~current~~that ~~financial~~may ~~condition;~~offer •our customers ~~estimates~~additional ofloan ~~our~~products, ~~business~~we ~~potential~~may be subject to federal and ~~prospects;~~state •regulations ~~the~~governing ~~experience~~lending practices and loan brokers. In many states, we may be required to obtain licenses to offer some of our ~~management;~~proposed •products. To date, we have not implemented the ~~history~~part of our business plan that may subject us to lending regulations, and ~~the~~we ~~prospects~~have ~~for~~not obtained any licenses. Compliance with applicable laws and regulations, as well as obtaining requisite licenses, may be expensive. If we cannot obtain the ~~industry~~required licenses, we may be unable to offer some products in ~~which~~certain areas, and we ~~compete;~~could ~~and~~be •forced ~~the~~to ~~general~~change ~~condition~~our business ofpractices ~~the~~or ~~equities~~cease ~~markets~~doing business in some states.

~~The~~Our ~~offering~~present ~~price~~operation issolely ~~not~~in ~~and~~the ~~should~~Chicago ~~not~~metropolitan ~~be considered~~market apotentially ~~representation~~exposes ~~that~~us ~~our common stock has a market value equal~~ to ~~the~~greater ~~offering~~risk ~~price~~than orif ~~that~~we ~~our~~operated ~~common~~in ~~stock~~additional ~~could be~~markets ~~resold~~throughout ~~at that price. The price of our common stock after this offering could be below its offering price. Additionally,~~ the ~~offering~~United ~~price may bear no relationship to the actual value of our common stock~~States.

~~Investors~~ We presently operate our business only in the Chicago metropolitan market. The concentration of our operations in this ~~offering~~geographic ~~will~~market ~~suffer~~exposes ~~immediate~~us ~~and~~to ~~substantial~~a ~~dilution~~greater risk from regional economic downturns than would be the case if we were not so geographically concentrated.

~~The~~Competition ~~public~~in ~~offering price of $10.00 per share of~~ our ~~common~~industry ~~stock~~ is ~~substantially~~fierce ~~higher than the book value of our common stock. Accordingly, if you purchase our common stock, you will experience immediate~~ and ~~substantial~~could ~~dilution~~impede ~~of approximately $8.09 per share, or approximately 81% of~~ the ~~offering~~ ~~price,~~growth ~~if we sell the maximum~~ of ~~2,000,000~~our ~~shares that we are offering, and $8~~business.~~94 per share, or approximately 89% of the offering price, if we sell the minimum of 1,200,000 shares that we are offering.~~

13 The electronic bill presentment and payment market is a relatively new industry and, like the broader electronic commerce market, is rapidly evolving. Competition in our industry is fierce. We expect competition to increase in the future. Our current competitors include:

~~See~~• ~~“Dilution”~~banks ~~for~~with aelectronic ~~more~~bill ~~detailed description~~presentment and payment services, such as Bank of America, Bank One Corp, Wells Fargo and Fleet-Boston Financial Corp; • CheckFree Corporation, which is one of the ~~dilution~~largest ~~you~~electronic ~~will~~bill ~~experience~~presentment ifand ~~you~~payment ~~purchase our~~companies ~~common~~in ~~stock~~the United States; and • Internet payment facilitators, which are in various stages of development and some of which are backed by prominent venture capital firms.

We Many ~~might~~of ~~not~~our beexisting ~~approved~~competitors, ~~for~~as ~~listing~~well onas a number ~~national~~of ~~securities~~potential ~~exchange~~new competitors, have longer operating histories, greater name recognition, larger customer bases, proven business models, and significantly greater financial, technical, and marketing resources than we do. These competitors may engage in more extensive product development, undertake broader marketing campaigns, adopt more

13 ~~Our common stock is not listed on any stock~~ ~~exchange, and there is no existing trading market for our common~~ ~~stock. We intend to apply to list our common stock on a national~~ securities exchange, but we have not yet done so and there is no assurance that if we do we will be approved for listing. Exchanges have both quantitative and qualitative listing standards. We will not be in a position to know whether we satisfy these listing standards until after this offering has closed. Thus, at the time that you purchase shares in this offering, there will not be an established trading market for the shares and there may never be such a market.

WeTable have broad discretion as to the use of the proceeds from this offering, and we may use such proceeds in a manner with which you disapprove.Contents

Weaggressive ~~have~~pricing ~~broad~~structures, ~~discretion~~and asmake ~~to the use of the~~more ~~proceeds~~attractive weoffers ~~will~~to ~~receive~~existing ~~from~~and ~~this~~potential ~~offering.~~vendors Wewith ~~cannot assure~~which ~~you~~ we ~~will~~have ~~apply these funds effectively~~ or ~~in a manner with which you would approve, nor can we assure you that the proceeds from this offering~~ will beseek ~~utilized~~to inhave ~~a manner that will yield a favorable return on your investment~~relationships. ~~If we do not utilize the~~ ~~proceeds of this offering effectively, our business could fail.~~

~~Future~~ Our ~~sales~~ability ofto ~~our~~compete ~~common~~effectively ~~stock~~depends ~~could~~on many ~~cause~~factors, ~~its price to drop.~~including:

~~Public~~• ~~sales~~the ofpricing, ~~substantial~~breadth, ~~amounts~~ease of ~~our~~use, ~~common stock~~and ~~after~~convenience ~~this~~of ~~offering~~the ~~could~~services ~~reduce~~we ~~the~~offer; ~~market~~• ~~price~~the ~~for~~timing of our ~~common~~ ~~stock.~~entry Ifinto wethe ~~raise~~electronic ~~funds~~bill inpresentment ~~the~~and ~~future~~payment bymarket; ~~issuing additional~~• ~~equity~~the ~~securities~~variety, ~~you~~quantity, ~~may~~and ~~experience~~quality aof ~~decline in~~ the ~~value~~business ofrelationships ~~your~~we ~~stock~~plan ~~and~~to ~~dilution~~build; ofand ~~your~~• ~~ownership~~our ~~interest. In~~ability ~~addition,~~to ~~such~~develop ~~securities~~and ~~may~~use ~~have~~proprietary ~~rights~~and ~~senior~~scalable totechnology ~~your rights~~and infrastructure.

ToIncreased ~~date,~~competition ~~our~~could ~~employee~~lead ~~stock~~to ~~option plan accounts~~reduced ~~for~~margins aor ~~potential~~loss ~~250,000 shares~~ of ~~our~~market ~~common~~share, ~~stock that could be issued in~~ the ~~future.~~occurrence Weof ~~may~~either ~~also issue warrants and additional~~of ~~options.~~which Tocould ~~the~~impair ~~extent~~our ~~these~~business, ~~outstanding~~our ~~options~~results orof ~~warrants~~operations, ~~are~~and ~~ultimately~~our ~~exercised,~~financial ~~your investment will be diluted~~condition.

~~After~~In ~~the offering~~addition, ~~assuming~~improvements ~~we sell the maximum of 2,000,000 shares of our common stock being offered, 8,387,000 shares of our common stock will be outstanding. All of the shares of our common stock sold~~ in the ~~offering will be freely~~traditional ~~tradable,~~methods ~~except for shares owned~~ by ~~any of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act,~~ which ~~generally~~bills ~~includes~~are ~~officers, directors~~paid ormay ~~10%~~make ~~stockholders.~~electronic Ofcommerce ~~the 8,387,000 shares of our common stock that would be outstanding if we sell the maximum of 2,000,000 shares of our common stock being offered, 4,260,000 will be restricted as~~ a ~~result of securities laws. Sales of a~~ ~~substantial~~less ~~number~~attractive ofmeans ~~shares~~for ofpaying ~~our~~bills ~~common~~and ~~stock~~managing ~~could cause the~~personal ~~price~~finances ofand ~~our common stock to fall. Additionally, these sales also~~ could ~~impair~~reduce our ability to ~~raise~~generate ~~capital~~revenue ~~by selling~~and ~~additional~~become ~~securities~~profitable.

If we ~~fail~~do tonot ~~obtain~~respond ~~the~~to ~~maximum~~technological ~~amount sought in this offering~~change, weour ~~will~~service becould ~~unable~~become ~~to fully execute our business plan~~obsolete.

IfTo weremain ~~fail~~competitive, towe ~~obtain~~must continually enhance the ~~maximum~~responsiveness, ~~amount~~functionality, ~~sought~~and ~~in this~~features ~~offering,~~of weour service ~~will~~and ~~only~~develop beother ~~able~~services tothat ~~implement~~are ~~certain~~attractive ~~aspects~~to ofcustomers ~~our~~and ~~business~~vendors. ~~plan~~We ~~and~~must ~~will~~also becontinually ~~unable~~address tothe evolving ~~implement~~technological ordevelopments ~~fully~~that characterize Internet ~~implement~~commerce, ~~certain~~including ~~other~~the ~~aspects~~rapid ofadvances ~~our~~in ~~business~~Internet ~~plan~~connectivity. ~~See~~ ~~“Use~~Currently, ofwe ~~Proceeds”~~only ~~for~~offer ~~information~~our ~~about~~customers ~~how~~dial-up weInternet ~~intend~~access, towhich ~~use~~is ~~the~~a ~~proceeds~~relatively ~~from~~slow ~~this~~way ~~offering.~~to Ifconnect weto ~~are~~the ~~unable to~~Internet. ~~fully~~Because ~~implement~~we ~~our~~cannot ~~business~~predict ~~plan,~~the wenature ~~might~~or ~~not~~extent beof ~~able to grow~~future astechnological ~~planned~~challenges, ~~which~~we ~~could~~may ~~harm~~be ~~our~~unable ~~business~~to ~~and~~respond ~~reduce~~to ~~the value~~demands ofand ~~your~~challenges, ~~investment~~ in which case our ~~company~~service could become obsolete.

14 We might be unable to protect our intellectual property and proprietary business processes.

~~This~~ Our ~~offering~~success isand ~~relatively~~ability ~~small~~to compete in ~~size~~our market depends upon our proprietary business processes. Failure to protect our intellectual property could harm our brand and decrease our ability to compete. Moreover, ~~which~~we could ~~adversely~~spend significant ~~affect~~resources enforcing or defending our intellectual property rights, which would be a drain on our financial resources. To protect our intellectual property rights, we rely on a combination of intellectual property laws and contractual arrangements. In addition, we have filed an application with the United ~~market~~States ~~price~~Patent orand ~~trading~~Trademark ~~volume~~Office to register our name as a service mark, but this application has not yet been approved. The protective steps we have taken may be insufficient to prevent the misuse of our ~~common~~proprietary ~~stock~~information, however. Furthermore, we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. We do not have any registered trademark or copyrights. We have not filed any patent applications for our electronic bill presentment and payment service, and we do not expect to do so in the future. Consequently, a third party might try to imitate and exploit our business processes, which could undermine our business.

AnOur ~~active~~products ~~public~~and ~~market~~services ~~for~~might ~~our~~infringe ~~securities~~upon ~~may not~~the ~~develop~~intellectual orproperty berights ~~sustained after this offering. A maximum~~ of ~~only~~ 2others,~~000,000~~ ~~shares~~which ofcould ~~our~~expose ~~common stock will be issued in this offering. Moreover, no investment bank is underwriting this offering. These factors may prevent~~ us from obtaining research coverage from market analysts after the offering. The small size of the offering may also adversely affect the trading volume of our common stock. As a result, you may be unable to ~~sell~~costly ~~any common~~litigation ~~stock that you purchase in the offering at~~ or ~~above~~require ~~the initial~~us ~~public~~to ~~offering price, and the value of the common stock you~~ purchase ~~could~~expensive ~~decline significantly~~licenses.

~~Risks~~We ~~Relating~~are toaware ~~Securities~~of ~~Markets~~various patents and other ~~Ownership~~intellectual property rights held by third parties in the area of ~~Our~~electronic ~~Common~~payment ~~Stock~~systems. The holders of these rights could assert that we are infringing upon such rights. Although we believe that we do not infringe any third-party’s intellectual property rights, we cannot assure you that our product features do not infringe on intellectual property rights held by others or that they will not do so in the future. As a result, third parties might assert infringement claims against us that could result in litigation, which would drain our resources even if we defended ourselves successfully. In lieu of litigation, we might be able to seek licenses to use such intellectual property rights, but we cannot assure you that we could secure licenses on reasonable terms or at all.

~~The price of our common stock may be volatile.~~14

WeTable cannot predict the extent to which investor interest, if any, in us will lead to the development of a trading market in our common stock, nor can we predict how liquid that market might become if it develops. If you purchase our common stock in this offering, you will pay a price that was not established in a competitive market, but was set by us. The stock market in general and the market prices of shares in newly public technology companies, particularly those such as ours that offer Internet-based services, have been volatile and have experienced fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Thus, the market price of our common stock could be volatile and subject to wide fluctuations in response to many factors, many of which will be beyond our control. These factors might include: Contents

• Risks ~~quarterly~~Relating ~~variations~~to inOur our results of operations; • adverse business developments; • changes in financial estimates by securities analysts; • investor perception of us and electronic bill payment and processing services; • announcements by our competitors of new products and services; and • general economic conditions.Offering

~~Anti-takeover~~Because ~~provisions~~there is no underwriter in ~~our~~this ~~organizational~~offering ~~documents~~we are not assured of selling any shares, we are unable to estimate the proceeds of this offering, and ~~under~~you ~~Delaware~~will ~~law~~not ~~might~~receive ~~make~~the itbenefit ~~difficult~~of ~~for~~an aunderwriter’s ~~third~~thorough ~~party~~review toof ~~acquire~~our usbusiness model or valuation.

~~Our~~We ~~certificate~~are ofoffering ~~incorporation~~our ~~and~~common ~~bylaws contain~~stock ~~provisions~~directly ~~that~~to ~~might~~the public ~~delay~~without orthe ~~prevent~~assistance aof ~~change~~an inunderwriter. ~~our control~~Consequently, because ~~discourage~~no ~~bids~~underwriter athas acommitted ~~premium~~to ~~over~~purchase ~~the~~any ~~market price~~ of the ~~our~~shares ~~common~~in ~~stock~~this offering, orthere ~~otherwise~~is ~~affect~~no ~~adversely~~assurance ~~the~~that ~~market~~we ~~price~~will be ofable ~~our~~to ~~common~~sell ~~stock~~any ~~and~~shares ~~the~~in ~~voting~~this ~~and~~offering. ~~other~~In ~~rights~~addition, of the ~~holders~~absence of ~~our~~an ~~common~~underwriter ~~stock.~~means Wethat we are ~~also~~unable ~~subject~~ to ~~provisions~~estimate of the ~~Delaware~~total ~~corporation~~proceeds ~~law~~of ~~that,~~this inoffering ~~general~~and, ~~prohibit~~if ~~any business~~we ~~combination~~do ~~with~~not asell ~~beneficial~~at least ~~owner~~1,500,000 shares of ~~15%~~our orcommon ~~more~~stock ofby the offering ~~our~~termination ~~common~~date, ~~stock~~all ~~for~~funds ~~five~~will ~~years~~be ~~unless~~refunded ~~the~~to ~~holder’s~~investors who ~~acquisition~~have purchase shares of our common stock ~~was~~in ~~approved~~this inoffering. Additionally, ~~advance~~because byno ~~our~~underwriter ~~board~~is ~~of directors.~~involved ~~Together~~in this offering, ~~these~~no ~~provisions~~underwriter ~~could~~will ~~make~~perform usa ~~unattractive~~due diligence review or tovaluation aof ~~buyer~~us. This means that ~~might~~we ~~otherwise~~will not be ~~willing~~subjected to ~~pay our~~the ~~stockholders~~thorough underwriter examination that a ~~premium~~company ~~for~~engaging ~~their~~in ~~shares~~an initial public offering typically undergoes.

~~Our~~The ~~management~~offering ~~controls~~price ~~a majority~~ of our ~~outstanding~~ common stock might be higher than its true value.

~~Our~~The ~~executive~~public ~~officers~~offering ~~and~~price ~~directors~~for ~~will, as a group, beneficially own the majority of~~ our common stock is ~~following~~$10.00 ~~this~~per ~~offering~~share. ~~These~~No ~~stockholders~~investment ~~will~~banker beor ~~able~~appraiser ~~to dominate~~has ~~and control all matters requiring approval by our~~been ~~stockholders,~~consulted ~~including~~concerning ~~electing directors and approving significant corporate transactions, such as a change of control. You should note that~~ the ~~interests~~fairness of ~~these~~this ~~stockholders~~offering ~~may~~price. We ~~differ~~determined ~~from your interests and~~ the ~~interests~~offering price of our ~~other stockholders,~~common ~~and~~stock ~~they might cause us to take actions with which~~after ~~you~~considering ~~disagree~~numerous ~~and~~factors, ~~that~~including, ~~you~~but ~~will~~not belimited ~~unable~~ to ~~prevent.~~:

15 • our anticipated results of operations and current financial condition; • estimates of our business potential and prospects; • the experience of our management; • the history of and the prospects for the industry in which we compete; and • the general condition of the equities markets.

We The dooffering price is not ~~plan~~and should not be considered a representation that our common stock has a market value equal to ~~pay~~the ~~dividends~~offering ~~during~~price or that our common stock could be resold at that price. The price of our common stock after this offering could be below its offering price. Additionally, the ~~foreseeable~~offering ~~future~~price may bear no relationship to the actual value of our common stock.

WeInvestors ~~do not anticipate paying cash dividends to our stockholders~~ in ~~the foreseeable future. Accordingly, you must rely upon subsequent sales after price appreciation of the shares of our common stock that you purchase in~~ this offering ~~as the sole method to realize a gain on your investment. There are no assurances that the price of our common stock~~ will ~~ever appreciate~~suffer inimmediate ~~value.~~and Ifsubstantial ~~you seek cash dividends, you should not buy our common stock~~dilution.

16 The public offering price of $10.00 per share of our common stock is substantially higher than the book value of our common stock. Accordingly, if you purchase our common stock, you will experience immediate and substantial dilution of approximately $8.25 per share, or approximately 83% of the offering price, if we sell the maximum of 2,000,000 shares that we are offering, and $8.77 per share, or approximately 88% of the offering price, if we sell the minimum of 1,500,000 shares that we are offering. See “Dilution” for a more detailed description of the dilution you will experience if you purchase our common stock.

~~FORWARD-LOOKING~~Our ~~STATEMENTS~~ common stock might not be approved for listing on, or could be delisted from, the American Stock Exchange, either of which would make it more difficult for you to sell any shares you purchase in this offering to a third party.

~~This~~There ~~prospectus~~is ~~contains~~no ~~forward-looking~~current trading market in our common ~~statements~~stock. ~~that~~We ~~are~~have ~~based~~applied onto list our ~~current~~common ~~expectations,~~stock on the American ~~assumptions~~Stock Exchange. However, ~~estimates~~we ~~and~~cannot ~~projections~~assure ~~about~~you ~~our~~that ~~industry~~we ~~and~~will ~~us.~~satisfy ~~When~~the ~~used~~initial inlisting ~~this~~standards ~~prospectus,~~of the ~~words~~stock ~~“expect,” “anticipate,”~~exchange ~~“estimate~~or,” ~~“intend,”~~if ~~“predict,”~~we ~~“project~~do,~~” “plan,”~~ ~~“forecast,”~~that ~~“is~~we ~~designed,” “~~will,” ~~“could,”~~continue ~~“should,” “believe,”~~to ~~“potential,”~~satisfy the stock ~~“projection,”~~exchange’s ~~and~~continued ~~similar~~listing ~~expressions~~criteria ~~are~~in ~~intended~~the tofuture. Thus, ~~identify~~at ~~forward~~the ~~looking~~time ~~statements.~~you ~~These~~purchase ~~statements~~shares ~~include~~in this offering, ~~but~~ ~~are~~there will not be ~~limited~~an ~~to,~~established ~~statements~~trading ~~under~~market for the ~~captions~~shares. ~~“Risk~~The ability to ~~Factors,”~~trade ~~“Use~~a ofsecurity ~~Proceeds,”~~on an established trading market is important ~~“Management’s~~because ~~Discussion~~it ~~and~~provides ~~Analysis~~you ofwith ~~Financial~~some assurance that you will be ~~Condition~~able ~~and~~to ~~Results~~sell ofthe ~~Operations~~security to a third party. Moreover,” ~~“Business”~~generally ~~and~~the ~~elsewhere~~absence inof ~~this~~an ~~prospectus~~established ~~concerning,~~trading ~~among~~market ~~other~~for ~~things:~~a security is a factor

• our ability to execute our business plan; • our ability to maintain and expand current distribution, fulfillment and other strategic relationships and to enter into new relationships; • our ability to increase our gross margins; and • our ability to broaden our existing product lines or expand into new product categories.15

TheseTable forward-lookingof statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements wherever they appear in this prospectus. Contents

~~USE~~that OFcan ~~PROCEEDS~~tend to depress the value of that security. If our common stock is not approved for listing on, or is delisted from, the American Stock Exchange, the value of our common stock may decline and you may be unable to sell any shares of our common stock that you purchase in this offering to third parties.

We ~~are~~have ~~offering~~broad adiscretion ~~minimum~~as ofto ~~1,200,000~~how ~~shares~~we ~~and a~~use ~~maximum~~the ofproceeds ~~2,000,000~~from ~~of our common stock in~~ this offering, ~~in each~~and ~~case~~we atmay anuse ~~offering~~such ~~price~~proceeds ofin ~~$10.00 per share. Since this is~~ a ~~best~~manner ~~efforts~~with ~~offering,~~which ~~there~~you ~~is no assurance that we will sell any shares of our common stock in this offering~~disapprove.

~~Anticipated~~We ~~Proceeds~~have broad discretion as to the use of any proceeds we receive from this offering, assuming we sell at least 1,500,000 shares, the minimum amount we are offering. We cannot assure you we will apply these funds effectively or in a manner with which you would approve, nor can we assure you that the proceeds from this offering will be utilized in a manner that will yield a favorable return on your investment. If we do not utilize the proceeds of this offering effectively, our business could fail.

~~The~~Future ~~following~~sales ~~table~~of ~~sets~~our ~~forth~~common ~~the~~stock ~~anticipated gross~~could ~~proceeds,~~cause ~~offering~~its ~~expenses,~~price ~~selling~~to ~~agent’s fee, and net proceeds of this offering:~~ drop.

	•	assuming we sell 1,200,000 shares (the minimum number of shares we are offering) at a price of $10.00 per share; and
	•	assuming we sell 2,000,000 shares (the maximum number of shares we are offering) at a price of $10.00 per share:

Public sales of substantial amounts of our common stock after this offering could reduce the market price for our common stock. If we raise funds in the future by issuing additional equity securities, you may experience a decline in the value of any shares you purchase in this offering and dilution of your ownership interest. In addition, such securities may have rights senior to your rights.

~~Anticipated~~To ~~Proceeds~~date, our employee stock option plan accounts for a potential 250,000 shares of our common stock that could be issued in the future. We may also issue warrants and additional options. To the extent these outstanding options or warrants are ultimately exercised, your investment will be diluted.

		Minimum		Maximum
Gross offering proceeds		$	12,000,000	$	20,000,000
Offering expenses		$	1,217,500	$	1,217,500
Selling agent’s fee		$	0	$	0
	Net proceeds to us	$	10,782,500	$	18,782,500

After the offering, assuming we sell the maximum of 2,000,000 shares of our common stock being offered, 8,406,000 shares of our common stock will be outstanding. All of the shares of our common stock sold in the offering will be freely tradable, except for shares owned by any of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act, which generally includes officers, directors or 10% stockholders. Of the 8,406,000 shares of our common stock that would be outstanding if we sell the maximum of 2,000,000 shares of our common stock being offered, 4,270,000 will be restricted as a result of securities laws. Sales of a substantial number of shares of our common stock could cause the price of our common stock to fall. Additionally, these sales also could impair our ability to raise capital by selling additional securities.

17 If we fail to obtain the maximum amount sought in this offering, we will be unable to fully execute our business plan.

If we fail to obtain the maximum amount sought in this offering, we will only be able to implement certain aspects of our business plan and will be unable to implement or fully implement certain other aspects of our business plan. See “Use of Proceeds” ~~Assuming~~for Weinformation ~~Sell~~about 1how we intend to use the proceeds from this offering. If we are unable to fully implement our business plan,~~200~~ we might not be able to grow as planned,~~000~~ which could reduce the value of your investment. ~~Shares~~

~~The~~This ~~following~~offering ~~table~~is ~~sets~~relatively ~~forth~~small ~~our~~in ~~anticipated use of proceeds from this offering~~size, ~~assuming~~which wecould ~~sell~~depress ~~1,200,000 shares (~~the ~~minimum~~market ~~number~~price ofor ~~shares~~trading wevolume ~~are offering) at a price~~ of ~~$10.00~~our ~~per~~common ~~share and receive net proceeds of $10,782,500:~~ stock.

~~Use~~An ofactive ~~Proceeds~~public ~~Assuming~~market Wefor ~~Sell~~our 1common stock may not develop or be sustained after this offering. A maximum of only 2,~~200~~000,000 shares of our common stock will be issued in this ~~Shares~~offering. Moreover, no investment bank is underwriting this offering. These factors may prevent us from obtaining research coverage from market analysts after the offering. Market analysts research companies and, on the basis of their research, make recommendations to investors about buying, selling or holding securities. Generally, investors are more inclined to invest in a company for which they have information, particularly information from independent sources, such as market analysts. Consequently, if market analysts cover a company, investors may be more inclined to purchase securities from the company or its stockholders. Thus, market analyst coverage tends to improve stockholder liquidity because it often results in more investors being aware of and possibly being interested in purchasing a company’s securities. The small size

Use	Amount		%
Sales and marketing activities	$	4,000,000		37.1	%
Working capital	$	2,976,500		27.6	%
Debt repayment*	$	2,806,000		26	%
Technology upgrades and purchases	$	1,000,000		9.3	%

*Table Includes approximately $1,091,000 for payment of outstanding tax liabilities. See “— Debt Repayment” below.Contents

~~Use~~of the offering may also adversely affect the trading volume of ~~Proceeds~~our ~~Assuming~~common Westock. ~~Sell~~As 2a result,~~000~~ you may be unable to sell any common stock that you purchase in the offering at or above the initial public offering price,~~000~~ and the ~~Shares~~value of the common stock you purchase could decline significantly.

~~The~~Risks ~~following~~Relating ~~table~~to ~~sets~~Securities ~~forth~~Markets ~~our anticipated~~and ~~use~~Ownership of ~~proceeds~~Our ~~from~~Common ~~this offering, assuming we sell 2,000,000~~Stock ~~shares (the maximum number of shares we are offering) at a price~~ ~~of $10.00 per share and receive net proceeds of $18,782,500:~~

~~Use~~The price of ~~Proceeds~~our ~~Assuming~~common Westock ~~Sell~~may ~~2,000,000 Shares~~ be volatile.

Use	Amount		%
Sales and marketing activities	$	8,000,000		42.6	%
Working capital	$	5,976,500		31.8	%
Debt repayment*	$	2,806,000		14.9	%
Technology upgrades and purchases	$	2,000,000		10.7	%

We cannot predict the extent to which investor interest, if any, in us will lead to the development of a trading market in our common stock, nor can we predict how liquid that market might become if it develops. If you purchase our common stock in this offering, you will pay a price that was not established in a competitive market, but was set by us. The stock market in general and the market prices of shares in newly public technology companies, particularly those such as ours that offer Internet-based services, have been volatile and have experienced fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Thus, the market price of our common stock could be volatile and subject to wide fluctuations in response to many factors, some of which will be beyond our control. Factors contributing to price volatility might include:

*• ~~Includes~~quarterly ~~approximately~~variations $1in our results of operations; • adverse business developments such as increased costs,~~091~~ government regulation,~~000~~ ~~for~~low customers demand or competition; • changes in financial estimates by securities analysts; • unfavorable investor perceptions of us and electronic bill payment and processing services, some of ~~outstanding~~which ~~tax~~might ~~liabilities.~~be ~~See~~due “—to ~~Debt~~matters ~~Repayment”~~within ~~below~~our control, such as the quality of our customer service, but others of which might be caused by matters outside our control, such as a general feeling of uncertainty with respect to companies doing business online; • announcements by our competitors of new products and services; and • general economic conditions over which we have no control, such as low consumer confidence.

~~Debt~~Anti-takeover ~~Repayment~~ provisions in our organizational documents and under Delaware law might make it difficult for a third party to acquire us, which could potentially deprive you of an opportunity to obtain a premium for any of our shares that you hold.

WeOur ~~intend~~certificate toof ~~use~~incorporation ~~approximately~~and $2bylaws contain provisions that might delay or prevent a change in our control,~~806,000~~ ofdiscourage bids at a premium over the market price of ~~net~~our ~~proceeds~~common stock, or otherwise affect adversely the market price of ~~this~~our ~~offering~~common tostock ~~repay~~and the voting and other rights of the holders of our ~~outstanding~~common ~~debts~~stock. AsWe are also subject to provisions of ~~June 30~~the Delaware corporation law that, ~~2003~~in general, weprohibit ~~had~~any business combination with a beneficial owner of 15% or more of our common stock for five years unless the ~~following~~holder’s acquisition ~~outstanding~~of ~~debts:~~our stock was approved in advance by our board of directors. Together, these provisions could make us unattractive to a buyer that might otherwise be willing to pay our stockholders a premium for their shares.

•Our Wemanagement ~~owe~~controls an aggregate of approximately $1,091,000 to the United States government and the Illinois state government for outstanding FICA, Medicare and employment taxes, which amount includes assessed interest and penalties. • We owe Richard R. Gritzke, who is a ~~holder~~majority of our ~~common stock, approximately $650,000, which is the aggregate~~ outstanding balance, including accrued interest, under (1) a promissory note for $420,000 between Mr. Gritzke and us, dated July 15, 2002, as amended, and (2) a promissory note for $200,000 between Mr. Gritzke and us, dated November 2, 2002, as amended. Each of these promissory notes bears interest at the rate of 10%, is due on January 2, 2004, and is secured by a blanket lien on all of the personal property of our president and chief executive officer, Martin P. Gilmore. • We owe Robert L. Gritzke, who is a holder of our common stock, ~~$300,000,~~ which isenables ~~the~~them ~~outstanding~~to ~~balance~~control ~~under~~the aoutcome ~~revolving line~~ of ~~credit~~stockholder ~~loan~~voting ~~agreement between Mr. Gritzke and us, dated December 12, 2002, and amended~~ on ~~March~~matters ~~15,~~submitted ~~2003. Under the terms of this revolving credit facility, which we use to partially satisfy our short-term needs~~ for ~~working~~stockholder ~~capital, we may~~approval.

18 Our executive officers and directors will, as a group, beneficially own the majority of our common stock following this offering. These stockholders will be able to dominate and control all matters requiring approval by our stockholders, including electing directors and approving significant corporate transactions, such as a change of control. You should note that the interests of these stockholders may differ from your interests and the interests of our other stockholders, and they might cause us to take actions with which you disagree and that you will be unable to prevent.

		borrow up to $1.5 million at an interest rate of 9%. The revolving line of credit facility has a maturity date of December 31, 2004, and it is secured by a blanket lien on all of our assets.
	•	We owe an aggregate of $445,000 to nine of our employees for compensation that they have earned but for which they have elected to defer receipt.
	•	We owe approximately $320,000 to vendors for various miscellaneous outstanding accounts payable obligations.

DiscretionaryTable Use of Proceeds Contents

~~The~~We ~~amounts~~do ~~actually~~not ~~expended~~plan ~~for~~to ~~the~~pay ~~purposes listed~~dividends ~~above will depend upon a number of factors, including the growth of our customer base, the timing and sequencing of the signing of our vendor relationships, and the types of efforts we make~~ to ~~build~~ our ~~brand, or distribution channel, and our technology systems and communication network~~stockholders. ~~Pending any use, the net proceeds of this offering will be invested in short-term, low-risk interest-bearing securities.~~

We ~~may~~do ~~use~~not ananticipate ~~unspecified~~paying ~~portion~~cash ofdividends ~~the~~to ~~net~~our ~~proceeds~~stockholders ofnow ~~this~~or ~~offering~~in tothe ~~acquire~~future. orAccordingly, ~~invest~~you inmust ~~complementary~~rely ~~businesses,~~upon ~~services~~subsequent orsales ~~technologies,~~after orprice toappreciation ~~enter~~of ~~into~~the ~~strategic~~shares of ~~marketing~~our ~~relationships~~common ~~with~~stock ~~third~~that ~~parties.~~you ~~From~~purchase ~~time to time,~~ in ~~the~~this ~~ordinary~~offering ~~course~~as ofthe ~~business,~~sole method weto ~~expect~~realize toa ~~evaluate potential~~gain ~~acquisitions~~on ofyour ~~these~~investment. ~~businesses,~~There ~~services~~are orno ~~technologies~~assurances ~~and~~that ~~strategic~~the ~~relationships.~~price Atof ~~this~~our ~~time,~~common ~~however, we~~stock dowill ~~not~~ever appreciate ~~have~~in ~~any~~value. ~~present~~If ~~understandings,~~you ~~commitments~~seek ~~or agreements~~cash ~~with~~dividends, ~~respect~~you toshould ~~any~~not buy ~~material~~our ~~acquisition~~common stock.

18 ~~DIVIDEND POLICY~~

WeTable have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings to finance the growth and development of our business. Therefore, we do not anticipate that we will declare or pay any cash dividends on our common stock for the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, restrictions under any then existing indebtedness, and other factors our board of directors deems relevant. Contents

19 FORWARD-LOOKING STATEMENTS

~~CAPITALIZATION~~This prospectus contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about our industry and us. When used in this prospectus, the words “expect,” “anticipate,” “estimate,” “intend,” “predict,” “project,” “plan,” “forecast,” “is designed,” “will,” “could,” “should,” “believe,” “potential,” “projection,” and similar expressions are intended to identify forward looking statements. These statements include, but are not limited to, statements under the captions “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus concerning, among other things:

~~The~~• ~~following~~our ~~table~~ability ~~indicates~~to execute our ~~capitalization as~~business ofplan; ~~March 31~~• our ability to maintain and expand current distribution, ~~2003:~~ fulfillment and other strategic relationships and to enter into new relationships; • our ability to become profitable; and • our ability to broaden our existing product lines or expand into new product categories.

• These onforward-looking anstatements ~~actual~~are ~~basis;~~subject •to risks onand auncertainties ~~pro~~that ~~forma~~could ~~basis~~cause toactual ~~reflect~~results ~~the~~to differ ~~issuance~~materially offrom ~~the~~those ~~minimum~~projected. ~~1,200,000~~The ~~shares~~cautionary statements ofmade ~~common stock~~ in this ~~offering~~prospectus atshould anbe ~~initial~~read ~~public offering price of $10.00 per share, after deducting estimated offering expenses of $1,217,500 payable by us,~~ as ifbeing applicable ~~such issuance had occurred on March 31, 2003; and • on a pro forma basis~~ to ~~reflect~~all ~~the~~related ~~issuance~~forward-looking ofstatements ~~the~~wherever they ~~maximum~~appear ~~of 2,000,000 shares of common stock~~ in this ~~offering at an initial public offering price of $10~~prospectus.~~00 per share, after deducting estimated offering expenses of $1,217,500 payable by us, as if such issuance had occurred on March 31, 2003.~~

~~This~~USE ~~table~~OF ~~should be read in conjunction with our~~PROCEEDS ~~financial statements and the related notes included elsewhere in~~ ~~this prospectus.~~

		As of March 31, 2003
					Pro forma —			Pro forma —
		Actual			minimum			maximum
					(Unaudited)			(Unaudited)
Common stock, $.001 par value; 10,000,000 shares authorized; issued and outstanding, 6,387,000 (actual), 7,587,000 (pro forma — minimum) and 8,387,000 shares (pro forma — maximum)			6,387			7,587			8,387
Additional paid-in capital		$	1,193,763		$	11,975,063		$	19,974,263
Deficit accumulated in development stage			(3,823,281	)		(3,823,281	)		(3,823,281	)
	Total capitalization (deficiency)	$	(2,623,131	)	$	8,159,369		$	16,159,369

We are offering a minimum of 1,500,000 shares and a maximum of 2,000,000 of our common stock in this offering, in each case at an offering price of $10.00 per share. Since this is a best efforts offering, there is no assurance that we will sell any shares of our common stock in this offering.

~~These~~Anticipated ~~share amounts exclude 88,750 shares of~~Proceeds ~~common stock issuable upon the exercise of options outstanding~~ ~~under our 2002 stock option plan as of March 31, 2003 at a weighted average exercise price of $2.50 per share.~~

20 The following table sets forth the anticipated gross proceeds, offering expenses, selling agent’s fee, and net proceeds of this offering:

DILUTION


	•	assuming we sell 1,500,000 shares (the minimum number of shares we are offering) at a price of $10.00 per share; and

	•	assuming we sell 2,000,000 shares (the maximum number of shares we are offering) at a price of $10.00 per share:

~~When~~Anticipated ~~you purchase a share of our common stock,~~Proceeds ~~you will suffer immediate per share “dilution” in an~~ amount equal to the difference between the price you paid per share and the net tangible book value per share after the offering. Net tangible book value per share represents the amount of our tangible assets less the amount of our liabilities divided by the number of shares of our common stock outstanding.

Our net tangible book value, as of March 31, 2003, was approximately $(2,732,010), or $(.43) per share of common stock. Net tangible book value per share represents our total tangible assets less total liabilities divided by the number of shares of common stock outstanding as of March 31, 2003.


		Minimum		Maximum

Gross offering proceeds		$	15,000,000	$	20,000,000
Offering expenses		$	516,618	$	516,618
Selling agent’s fee		$	0	$	0
	Net proceeds to us	$	14,483,382	$	19,483,382

19 ~~Without taking into account any other changes in~~ ~~net tangible book value other than to give effect to our sale of~~ ~~the minimum of 1,200,000 shares of common stock offered by this~~ prospectus and the receipt and application of those net proceeds, our pro forma net tangible book value, as of March 31, 2003, would have been $8,050,490, or $1.06 per share of common stock. This represents an immediate increase in pro forma net tangible book value of $1.49 per share to existing stockholders and an immediate dilution in pro forma net tangible book value of $8.94 per share to investors purchasing common stock in this offering.

TheTable followingof table illustrates this per share dilution: Contents

~~Per~~Use ~~Share~~of ~~Dilution~~Proceeds ~~Table,~~Assuming ~~Pro~~We ~~Forma,~~Sell ~~Minimum~~1,500,000 ~~Offering~~Shares

Assumed initial public offering price per share				$	10.00
Net tangible book value per share as of March 31, 2003	$	(.43	)
Increase per share attributable to new investors	$	1.49
Pro forma net tangible book value per share after this offering				$	1.06
Dilution per share to new investors				$	8.94

The following table sets forth our anticipated use of proceeds from this offering, assuming we sell 1,500,000 shares (the minimum number of shares we are offering) at a price of $10.00 per share and receive net proceeds of $14,483,382:

~~Without~~Use ~~taking into account any other changes in net tangible book value other than to give effect to our sale~~ of ~~the~~ ~~maximum~~Proceeds ofAssuming ~~2,000,000~~We ~~shares of common stock offered by this~~Sell ~~prospectus and the receipt and application of those net proceeds~~1, ~~our pro forma net tangible book value~~500, ~~as of March~~000 ~~31, 2003, would have been $16,050,490, or $1.91 per~~Shares ~~share of common stock. This represents an immediate increase in~~ pro forma net tangible book value of $2.34 per share to existing stockholders and an immediate dilution in pro forma net tangible book value of $8.09 per share to investors purchasing common stock in this offering.

The following table illustrates this per share dilution:


Use	Amount		%

Sales and marketing activities	$	4,000,000		27.6	%
Working capital	$	5,143,382		35.5	%
Debt repayment*	$	4,340,000		30.1	%
Technology upgrades and purchases	$	1,000,000		6.9	%

~~Per~~* ~~Share~~Includes ~~Dilution~~approximately ~~Table~~$1,155,000 ~~Pro~~for ~~Forma,~~payment ~~Maximum Offering~~ of outstanding tax liabilities. See “— Debt Repayment” below.

Assumed initial public offering price per share				$	10.00
Net tangible book value per share as of March 31, 2003	$	(.43	)
Increase per share attributable to new investors	$	2.34
Pro forma net tangible book value per share after this offering				$	1.91
Dilution per share to new investors				$	8.09

Use of Proceeds Assuming We Sell 2,000,000 Shares

21 The following table sets forth our anticipated use of proceeds from this offering, assuming we sell 2,000,000 shares (the maximum number of shares we are offering) at a price of $10.00 per share and receive net proceeds of $19,483,382:

~~The~~Use ~~following table summarizes as~~ of ~~March 31,~~ ~~2003,~~Proceeds onAssuming aWe ~~pro forma basis, the difference~~Sell ~~between the number of shares of common stock purchased from us~~2, ~~the total consideration paid and the average price per share paid by existing stockholders and by new investors~~000, ~~assuming the sale of the minimum of 1,200,~~000 ~~shares we are offering at an~~ Shares ~~initial public offering price of $10.00 per share and before~~ ~~deducting estimated offering expenses payable by us:~~

			Shares Purchased						Total Consideration
Use		Amount			%
														Average Price
Sales and marketing activities		$	8,000,000			41.1	%
			Number			%			Amount		%			Per Share
Working capital		$	5,143,382			26.4	%
Existing Stockholders				6,387,000			84	%	$	1,200,150		9	%	$	0.19
Debt repayment*		$	4,340,000			22.3	%
New Investors, Minimum				1,200,000			16	%	$	12,000,000		91	%	$	10.00
Technology upgrades and purchases		$	2,000,000			10.3	%
	Total			7,587,000			100	%	$	13,200,150		100	%	$	1.74

~~The~~* ~~following~~Includes ~~table~~approximately ~~summarizes as of March 31~~$1, ~~2003~~155,000 onfor apayment ~~pro forma basis, the difference between the number~~ of ~~shares~~outstanding oftax common stock purchased from us, the total consideration paid and the average price per share paid by existing stockholders and by new investors, assuming the sale of the maximum of 2,000,000 shares we are offering at an initial public offering price of $10liabilities.00 ~~per~~See ~~share~~“— ~~and~~Debt ~~before deducting~~Repayment” ~~estimated offering expenses payable by us:~~ below.

		Shares Purchased					Total Consideration
												Average Price
		Number		%			Amount		%			Per Share
Existing Stockholders			6,387,000		76	%	$	1,200,150		6	%	$	0.19
New Investors, Minimum			2,000,000		24	%	$	20,000,000		94	%	$	10.00
	Total		8,387,000		100	%	$	21,200,150		100	%	$	2.53

Debt Repayment

~~The~~We ~~preceding~~intend ~~tables~~to ~~and~~use ~~calculations~~approximately ~~assume no exercise of outstanding options. As March 31~~$4, ~~2003~~340,000 ~~there~~of the ~~were~~net ~~88,750~~proceeds ~~shares~~ of ~~common~~this ~~stock~~offering ~~issuable~~to ~~upon~~repay ~~exercise~~our of outstanding ~~options~~debts. ~~granted under our 2002 stock option plan at~~As ~~a weighted average exercise price~~ of ~~$2.50~~March 31, ~~per share and 161~~2004,~~250 shares~~ ofwe ~~common~~had ~~stock~~the ~~reserved~~following ~~for~~outstanding ~~future grants under our~~debts: ~~stock option plan.~~


	•	We owe an aggregate of approximately $1,155,000 to the United States government and the Illinois state government for outstanding FICA, Medicare and employment taxes, which amount includes assessed interest and penalties.

	•	We owe Richard R. Gritzke, who is a holder of our common stock, approximately $726,000, which is the aggregate outstanding balance, including accrued interest, under (1) a promissory note for $420,000 between Mr. Gritzke and us, dated July 15, 2002, as amended, and (2) a promissory note for $200,000 between Mr. Gritzke and us, dated November 2, 2002, as amended. Each of these promissory notes bears interest at the rate of 10%, is due on January 1, 2005, and is secured by a lien on the personal assets of our president and chief executive officer, Martin P. Gilmore. In addition, the July 2002 promissory note is personally guaranteed by Mr. Gilmore and Robert L. Gritzke, such that they have each promised to repay the loan represented by the July 2002 promissory note if we do not repay the loan or otherwise are in default under the promissory note. The proceeds of each of these promissory notes were used by us to satisfy our short-term working capital needs.

20 ~~SELECTED FINANCIAL DATA~~

TheTable following table sets forth our selected historical financial and operating data as of the dates and for the periods indicated. You should read this data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements included elsewhere in this prospectus. The selected historical statement of operations data for the period from April 11, 2001 (inception) to December 31, 2001 and the year ended December 31, 2002 and historical balance sheet data as of December 31, 2001 and 2002 have been derived from our audited financial statements, which are included elsewhere in this prospectus. The summary historical statement of operations data for the three months ended March 31, 2002 and 2003 and the summary balance sheet data as of March 31, 2002 and 2003 have been derived from our unaudited financial statements included elsewhere in this prospectus. In our opinion, the unaudited financial statements have been prepared on the same basis as our audited financial statements and include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information set forth therein. The results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. Contents

			April 11, 2001
	•	We owe Robert L. Gritzke, who is a holder of our common stock, $1,600,000, which is the outstanding balance, including accrued interest, under a revolving line of credit loan agreement between Mr. Gritzke and us, dated December 12, 2002, and amended on March 1, 2004. Under the terms of this revolving credit facility, which we use to partially satisfy our short-term needs for working capital, we may borrow up to $3,000,000 at an interest rate of 9%. The revolving line of credit facility has a maturity date of January 1, 2005, and it is secured by a blanket lien on all of our assets.
			(inception) to			Year Ended			Quarter Ended			Quarter Ended
	•	We owe an aggregate of $858,000 to twelve of our employees for compensation that they have earned but for which they have elected to defer receipt.
			December 31,			December 31,			March 31,			March 31,
			2001			2002			2002			2003
			(Audited)			(Audited)			(Unaudited)			(Unaudited)
Statements of Operations Data:
Revenues			$	248,549		$	420,296		$	102,680		$	124,667
Cost of revenues			$	222,880		$	341,533		$	76,122		$	125,819
Gross profit			$	25,669		$	78,763		$	26,558		$	(1,152	)
General and administrative expenses			$	914,403		$	2,523,551		$	591,297		$	525,897
Operating loss			$	(888,734	)	$	(2,444,788	)	$	(564,739	)	$	(527,049	)
Other income (expense):
		Interest expense	$	(500	)	$	(21,166	)	$	—		$	(20,792	)
	Gain (loss) on sale of investments		$	86,264		$	(6,516	)	$	(6,516	)	$	—
Total other income (expense)			$	85,764		$	(27,682	)	$	(6,516	)	$	(20,792	)
Loss before provision for income taxes			$	(802,970	)	$	(2,472,470	)	$	(571,255	)	$	(547,841	)
Provision for income taxes			$	—		$	—		$	—		$	—
Net loss			$	(802,970	)	$	(2,472,470	)	$	(571,255	)	$	(547,841	)
Net loss per share:
		Basic and diluted	$	(0.16	)	$	(0.40	)	$	(0.10	)	$	(0.09	)
Weighted average shares outstanding:
		Basic and diluted		5,166,222			6,132,900			5,878,800			6,387,000

23 Discretionary Use of Proceeds

	April 11, 2001
	(inception) to			Year Ended			Quarter Ended
	December 31,			December 31,			March 31,
	2001			2002			2003
	(Audited)			(Audited)			(Audited)
Balance Sheet Data:
Cash	$	15,232		$	4,608		$	2,657
Working capital (deficit)	$	(369,475	)	$	(2,237,668	)	$	(2,760,778	)
Total assets	$	296,535		$	220,095		$	273,242
Long-term debt	$	—		$	—		$	—
Total stockholders’ deficiency	$	(111,020	)	$	(2,075,290	)	$	(2,623,131	)

The amounts actually expended for the purposes listed above will depend upon a number of factors, including the growth of our customer base, the timing and sequencing of the signing of our vendor relationships, and the types of efforts we make to build our brand, or distribution channel, and our technology systems and communication network. Pending any use, the net proceeds of this offering will be invested in short-term, low-risk interest-bearing securities.

24 DIVIDEND POLICY

~~MANAGEMENT’S~~We ~~DISCUSSION~~have ~~AND~~never declared or paid any cash dividends ~~ANALYSIS~~on our common stock. We currently intend to retain any future earnings to finance the growth and development of our business. Therefore, we do not anticipate that we will declare or pay any cash dividends on our common stock for the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, restrictions under any then existing indebtedness, and other factors our board of directors deems relevant.

21 ~~OF FINANCIAL CONDITION AND RESULTS OF~~ ~~OPERATIONS~~

TheTable followingof discussion and analysis should be read in conjunction with the financial statements and the notes to those statements that appear elsewhere in this prospectus. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.” Contents

~~Overview~~CAPITALIZATION

WeThe ~~earn~~following ~~revenues~~table byindicates ~~providing~~our ~~Internet dial-up~~capitalization ~~access~~as toof ~~approximately 10~~March 31,~~000~~ ~~customers in the Chicago, Illinois area. Our business plan calls for the use of our e-bill consolidation service to create four additional primary revenue streams~~2004:

• weon ~~intend~~an toactual ~~purchase~~basis; ~~and~~• ~~resell~~on ~~products~~a ~~and~~pro ~~services~~forma basis to ~~our~~reflect ~~customers~~the atissuance aof ~~markup;~~the •minimum we1,500,000 ~~hope~~shares toof ~~earn~~common ~~commissions~~stock ~~and~~in ~~referral~~this ~~fees~~offering ~~from~~at ~~businesses~~an weinitial ~~introduce~~public tooffering ~~our~~price ~~customers;~~of •$10.00 weper ~~intend~~share, toafter ~~retain~~deducting aestimated ~~portion~~offering expenses of ~~any~~$516,618 ~~administrative~~payable ~~discounts~~by ~~that~~us, weas ~~can~~if ~~negotiate~~such ~~for~~issuance ~~our~~had ~~customers~~occurred on March 31, 2004; and • weon ~~intend~~a pro forma basis to ~~retain~~reflect athe ~~portion~~issuance of ~~any~~the ~~vendor~~maximum ~~rebates~~of ~~our~~2,000,000 ~~customers~~shares ~~earn~~of common stock in this offering at an initial public offering price of $10.00 per share, after deducting estimated offering expenses of $516,618 payable by ~~using~~us, aas ~~co-branded~~if ~~credit~~such ~~card~~issuance ~~that~~had weoccurred ~~plan~~on toMarch ~~offer~~31, 2004.

ToThis ~~date,~~table weshould ~~have~~be ~~focused~~read ~~mainly on building our distribution network, an essential first step~~ in ~~generating~~conjunction ~~all of~~with our ~~revenue streams. In addition, to date we have not~~ ~~established~~financial ~~significant~~statements ~~partnership~~and ~~arrangements~~the orrelated ~~other agreements~~notes ~~that~~included weelsewhere ~~believe are essential to generating revenues. We believe completing our initial public offering is an important factor~~ in ~~winning these strategic contracts. We intend~~ tothis ~~pursue these relationships when our initial public offering is complete~~prospectus.

Our main cost of revenue consists of fees paid for telecommunications services, network and co-location costs, all related to operating our network and connecting end users to the Internet.



		As of March 31, 2004

					Pro forma —			Pro forma —
		Actual			minimum			maximum

					(Unaudited)			(Unaudited)
Common stock, $.001 par value; 10,000,000 shares authorized; issued and outstanding, 6,406,000 (actual), 7,606,000 (pro forma — minimum) and 8,406,000 shares (pro forma — maximum)			6,406			7,906			8,406
Additional paid-in capital		$	1,383,744		$	15,865,626		$	20,865,126
Deficit accumulated in development stage			(6,163,548	)		(6,163,548	)		(6,163,548	)

	Total capitalization (deficiency)	$	(4,773,398	)	$	9,709,984		$	14,709,984

~~Sales~~These ~~and~~share ~~marketing~~amounts ~~expenses~~exclude ~~consist~~88,750 ~~primarily~~shares of ~~costs~~common ofstock ~~building~~issuable aupon ~~distribution~~the ~~channel~~exercise of ~~city~~options ~~managers. We~~outstanding ~~have~~under ~~built~~our an2002 ~~extensive~~stock ~~network~~option ofplan ~~independently~~as ~~contracted associates~~of toMarch 31, ~~distribute~~2004 ~~our~~at ~~service~~a weighted toaverage ~~communities~~exercise inprice ~~the metropolitan~~of ~~area~~$2.50 ~~surrounding~~per ~~Chicago, Illinois~~share.

22 ~~General and administrative expenses consist~~ ~~primarily of salary, benefits, and related expenses for~~ ~~management, technical, customer support and accounting~~ personnel; expenses relating to facilities; professional fees; and other general corporate expenses. We expect that, in support of the continued growth of our business and our operations as a public company, sales, general and administrative expenses will continue to increase for the foreseeable future.

SinceTable our inception on April 2001, we have incurred significant losses and, as of March 31, 2003, we had an accumulated deficit of $3,823,281. These losses have resulted from the significant costs incurred for marketing and building our distribution channel and expenses for the development and maintenance of our technology platform. We intend to continue to invest heavily in marketing, product development, and technology. As a result, we believe that we will continue to incur substantial operating losses for the foreseeable future. Contents

~~Critical Accounting Policies~~DILUTION

~~The~~When ~~accompanying~~you ~~financial~~purchase ~~statements~~a ~~have~~share ~~been~~of our common stock, ~~prepared~~you inwill ~~accordance~~suffer ~~with~~immediate ~~accounting~~per ~~principles~~share ~~generally accepted~~“dilution” in an amount equal to the ~~United~~difference ~~States~~between ofthe ~~America,~~price ~~which~~you ~~require~~paid ~~that~~per ~~management~~share ~~make~~and ~~numerous~~the ~~estimates~~net ~~and~~tangible ~~assumptions.~~book ~~Actual~~value per share after the ~~results~~offering. ~~could~~Net ~~differ~~tangible ~~from~~book ~~those~~value ~~estimates~~per ~~and~~share ~~assumptions,~~represents the ~~affecting~~amount of our ~~reported~~tangible ~~results~~assets ofless ~~operations~~the ~~and~~amount ~~financial~~of our liabilities ~~position.~~divided ~~Our~~by ~~significant~~the ~~accounting~~number ~~policies~~of ~~are~~shares ~~more~~of ~~fully~~our common stock outstanding.

25 Our net tangible book value, as of March 31, 2004, was approximately $(4,720,172), or $(.73) per share of common stock. Net tangible book value per share represents our total tangible assets less total liabilities divided by the number of shares of common stock outstanding as of March 31, 2004. These values take into account 30,000 shares of common stock issuable to an officer upon exercise of options at an exercise price of $2.50 per share.

~~described~~Without taking into account any other changes in net ~~Note~~tangible Abook value other than to give effect to our ~~financial~~sale ~~statements~~of ~~included~~the ~~elsewhere~~minimum inof ~~this~~1,500,000 ~~prospectus.~~shares ~~The~~of ~~critical~~common ~~accounting~~stock offered by this ~~policies~~prospectus ~~described~~and ~~here~~the ~~are~~receipt and application of those ~~that~~net proceeds, ~~are~~our ~~most~~pro ~~important~~forma tonet ~~the depiction~~tangible book value, as of March 31, ~~our~~2004, ~~financial~~would ~~condition~~have ~~and~~been ~~results~~$9,763,210, or $1.23 per share of ~~operations~~common stock. This represents an ~~Their~~immediate ~~application~~increase ~~requires~~in ~~our~~pro ~~management’s~~forma ~~subjective~~net tangible book value of $1.96 ~~judgment~~per share to existing stockholders and an immediate dilution in pro ~~making~~forma ~~estimates~~net ~~about~~tangible ~~the~~book ~~effect~~value of ~~matters~~$8.77 per ~~that~~share to ~~are~~investors ~~inherently~~purchasing ~~uncertain~~common stock in this offering.

WeThe ~~have~~following ~~incurred~~table ~~costs~~illustrates inthis ~~connection~~per ~~with raising~~share ~~additional capital through the sale of our common stock. These~~dilution: ~~costs have been capitalized and will be charged against~~ ~~additional paid-in capital should common stock be issued. If~~ ~~there is no issuance of common stock, the costs incurred will be charged to operations.~~

~~Revenues~~Per ~~are~~Share ~~recorded~~Dilution ~~when~~Table, ~~earned~~Pro ~~(i.e.~~Forma, ~~at the~~Minimum ~~time services are provided). Deferred revenue consists of~~Offering ~~amounts collected for services to be provided in future periods.~~

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statement and tax basis of assets and liabilities, as measured by the enacted tax rates that are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or noncurrent, depending on the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. The principal types of temporary differences between assets and liabilities for financial statement and tax return purposes are set forth in Note I to the financial statements included in this prospectus.


Assumed initial public offering price per share				$	10.00
Net tangible book value per share as of March 31, 2004	$	(.73	)
Increase per share attributable to new investors	$	1.96

Pro forma net tangible book value per share after this offering				$	1.23

Dilution per share to new investors				$	8.77

~~Results~~Without taking into account any other changes in net tangible book value other than to give effect to our sale of the ~~Operations~~maximum of 2,000,000 shares of common stock offered by this prospectus and the receipt and application of those net proceeds, our pro forma net tangible book value, as of March 31, 2004, would have been $14,763,210, or $1.75 per share of common stock. This represents an immediate increase in pro forma net tangible book value of $2.48 per share to existing stockholders and an immediate dilution in pro forma net tangible book value of $8.25 per share to investors purchasing common stock in this offering.

The following table ~~sets~~illustrates forth our results of operations expressed as a percentage of net revenues. The following discussion concerning results of operations should be read in conjunction with “Selected Financial Data,” the financial statements and accompanying notes and the other financial data included elsewhere in this ~~prospectus.~~per ~~Our fiscal~~share ~~year is based on a 365- or 366-day year ending on~~dilution: ~~December 31.~~

		April, 2001						Quarter			Quarter
		(inception) to			Year Ended			Ended			Ended
		December 31,			December 31,			March 31,			March 31,
		2001			2002			2002			2003
		(As a percentage of revenue)
Statement of Operations Data:
Net revenue			100			100			100			100
Cost of revenues			89.7			81.3			74.1			100.9
Gross profit			10.3			18.7			25.9			(0.9	)
Operating expenses:
	Sales and marketing		110.3			246.8			196.7			152.6
	Product development		37.8			70.7			100.0			75.8
	General and administrative		200.7			259.4			255.1			173.6
	Depreciation and amortization		19.1			23.5			24.1			19.8
Total operating expenses			367.9			600.4			575.9			421.8
Operating loss			(357.6	)		(581.7	)		(550.0	)		(422.7	)
Other income (expense):
	Interest expense		(0.2	)		(5.0	)		0.0			(16.7	)
	Gain (loss) on sale of investments		34.7			(1.6	)		(6.3	)		0.0
Total other income (expense)			34.5			(6.6	)		(6.3	)		(16.7	)
Net loss			(323.1	)		(588.3	)		(556.3	)		(439.4	)

Per Share Dilution Table, Pro Forma, Maximum Offering


Assumed initial public offering price per share				$	10.00
Net tangible book value per share as of March 31, 2004	$	(.73	)
Increase per share attributable to new investors	$	2.48

Pro forma net tangible book value per share after this offering				$	1.75

Dilution per share to new investors				$	8.25

~~Comparison of Three Months Ended March 31, 2002 and March 31, 2003.~~23

RevenueTable of Contents

~~During~~The ~~the~~following ~~first~~table ~~quarter~~summarizes as of March 31, ~~fiscal~~2004, ~~year~~on ~~2003,~~a ~~net revenues~~pro ~~increased~~forma ~~21.4%~~basis, ~~relative~~the todifference between the ~~first~~number ~~quarter~~of shares of ~~2002 from~~common ~~$102,680~~stock topurchased ~~$124~~from us,~~667.~~ the ~~This~~total ~~was~~consideration ~~due~~paid toand the ~~increase~~average inprice per share ~~dial-up~~paid ~~Internet~~by ~~access~~existing ~~service~~stockholders ~~revenue~~and ~~that~~by ~~resulted~~new ~~from~~investors, assuming the ~~growth~~sale inof ~~our~~the ~~subscriber~~minimum ~~base.~~of ~~Dial-up~~1,500,000 ~~Internet~~shares ~~access~~we ~~service~~are offering at an ~~revenue~~initial ~~accounted~~public ~~for~~offering ~~all~~price of ~~the~~$10.00 ~~revenue~~per ~~for~~share ~~the~~and ~~three-month~~before ~~period~~deducting ~~ending~~estimated ~~March 31,~~offering ~~2003~~expenses ~~and~~payable ~~for~~by ~~the three-month period~~us: ~~ending March 31, 2002.~~

Cost of Revenue



		Shares Purchased					Total Consideration
												Average Price
		Number		%			Amount		%			Per Share

Existing Stockholders			6,436,000		81	%	$	1,465,150		9	%	$	0.23
New Investors, Minimum			1,500,000		19	%	$	15,000,000		91	%	$	10.00
	Total		7,636,000		100	%	$	13,465,150		100	%	$	2.07

~~Cost~~The offollowing ~~revenue~~table ~~increased~~summarizes ~~from~~as ~~$76~~of March 31,~~122~~ 2004, oron ~~74.1% of~~a ~~net~~pro ~~revenues~~forma basis, ~~for~~the difference between the ~~three~~number ~~months~~of ~~ended~~shares ~~March 31,~~of ~~2002~~common stock purchased from us, tothe ~~$125~~total consideration paid and the average price per share paid by existing stockholders and by new investors,~~819,~~ orassuming ~~100.9%~~the sale of ~~net~~the ~~revenues~~maximum of 2,000,000 ~~for~~shares ~~the~~we ~~three~~are ~~months~~offering at an ~~ended~~initial ~~March 31,~~public ~~2003.~~offering ~~The~~price ~~increase~~of in$10.00 ~~dollars~~per ~~can~~share beand before ~~attributed~~deducting ~~primarily~~estimated tooffering ~~the~~expenses ~~following~~payable by us:

	•	We are a party to an agreement to purchase telecommunication services for the interconnection of our end users with the Internet. This agreement calls for monthly payments, the amount of which varies and is dependent upon allocated bandwidth and actual usage of telecommunications facilities. During the three months ended March 31, 2003, usage of our network increased due to the addition of subscribers to our network, which caused us to increase our allocated bandwidth, resulting in an increase in the average monthly cost from approximately $24,000 per month in 2002 to approximately $26,000 per month during the three months ended March 31, 2003.
			Shares Purchased					Total Consideration
	•	Under the same agreement described above, our telecommunications provider waived our monthly payment for telecommunications services for the month of January 2002. This one-time waiver accounts for approximately $32,000 of the increase in cost of revenues for the three months ended March 31, 2003 as compared to the same period in the prior year.
													Average Price
			Number		%			Amount		%			Per Share
Existing Stockholders				6,436,000		76	%	$	1,465,150		7	%	$	0.23
New Investors, Maximum				2,000,000		24	%	$	20,000,000		93	%	$	10.00
	Total			8,436,000		100	%	$	21,465,150		100	%	$	2.54

~~Operating~~ The ~~Expenses~~preceding tables and calculations include 30,000 shares of common stock issuable to an officer upon exercise of options at an exercise price of $2.50 per share. As of March 31, 2004, there were 88,750 shares of common stock issuable upon exercise of outstanding options granted under our 2002 stock option plan at a weighted average exercise price of $2.50 per share and 161,250 shares of common stock reserved for future grants under our stock option plan.

~~Sales~~Assuming ~~and Marketing. Sales and marketing costs relate to expenses to develop our markets and channels of distribution to those markets, primarily~~ the ~~cost~~exercise ofin ~~building~~full ~~up our pool~~ of ~~City~~all ~~Managers. During the~~options ~~first~~outstanding ~~quarter~~as of ~~2003 we continued to grow our roster of City Managers. Sales and marketing expenses decreased from $201,932, or 196.7% of net revenues, for the three months ended~~ March 31, ~~2002~~2004, ~~to $190,225, or 152.6% of net revenues for~~ the ~~three~~average ~~months~~price ~~ended March 31, 2003. The 5.8% decrease in~~per ~~dollars~~share ~~was~~paid ~~attributable~~by toour aexisting ~~decrease~~stockholders inwould ~~the~~increase ~~number~~$0.02 ~~of paid~~to ~~sales managers~~$0.25 per ~~As a percentage of net revenues, the decrease in sales and marketing expenses is a result of this decrease in costs and the increase in net revenues of 21~~share.~~4%.~~

24 ~~Product Development.~~ ~~Product development costs consist of internal costs and external~~ ~~fees to develop our technical platform and back-end systems.~~ Product development costs decreased to $94,516, or 75.8% of net revenues for the three months ended March 31, 2003, from $102,665, or 100.0% of net revenues, for the same period in the prior year. The 7.9% decrease in dollars was attributable to a decrease in product development activities during the three months ended March 31, 2003 as compared to the same period in the prior year. The decrease as a percentage of net revenues is attributable to the decrease in costs and the increase in net revenues.

GeneralTable and Administrative. The main components of general and administrative expenses were wages and employee benefits, taxes and insurance expenses, and professional and consulting fees. General and administrative expenses decreased from $261,970, or 255.1% of net revenues, for the three months ended March 31, 2002, to $216,426, or 173.6% of net revenues, for the three months ended March 31, 2003. The 17.4% decrease in dollars was primarily due to the expiration in May 2002 of an outsourcing contract that represented a monthly expense of approximately $22,000 for each the three months in the period ended March 31, 2002; this contract was no longer in effect during the three months ended March 31, 2003. As a percentage of net revenues, the decrease in general and administrative expenses is a result of this decrease in costs and the increase in net revenues. Contents

27 SELECTED FINANCIAL DATA

~~Other~~ The ~~Income~~following table sets forth our selected historical financial and ~~Expenses~~operating data as of the dates and for the periods indicated. You should read this data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements included elsewhere in this prospectus. The selected historical statement of operations data for the period from April 11, 2001 (inception) to December 31, 2001 and the years ended December 31, 2002 and December 31, 2003, and historical balance sheet data as of December 31, 2001, 2002, and 2003 have been derived from our audited financial statements, which are included elsewhere in this prospectus. The selected historical statement of operations data for the three months ended March 31, 2004 and 2003 and the selected balance sheet data as of March 31, 2004 have been derived from our unaudited financial statements included elsewhere in this prospectus. In our opinion, the unaudited financial statements have been prepared on the same basis as our audited financial statements and include all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information set forth therein. The results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

Interest Income. Interest income was $304 for the period ended March 31, 2003 and $0 for the period ended March 31, 2002. The increase was due to the accrual of interest on promissory notes held by us during the three months ended March 31, 2003.


		April 11, 2001									Three Months			Three Months
		(Inception) to			Year Ended			Year Ended			Ended			Ended
		December 31,			December 31,			December 31,			March 31,			March 31,
		2001			2002			2003			2003			2004

		(Audited)			(Audited)			(Audited)			(Unaudited)			(Unaudited)
Statements of Operations Data:
Revenues		$	248,549		$	420,296		$	486,160		$	124,667		$	112,664
Cost of revenues		$	222,880		$	341,533		$	501,465		$	125,819		$	114,262
Gross profit		$	25,669		$	78,763		$	(15,305	)	$	(1,152	)	$	(1,598	)
General and administrative expenses		$	914,403		$	2,523,551		$	2,151,334		$	525,897		$	534,410
Operating loss		$	(888,734	)	$	(2,444,788	)	$	(2,166,639	)	$	(527,049	)	$	(536,008	)
Other income (expense):
	Interest income	$	—		$	548		$	652		$	304		$	—
	Interest expense	$	(500	)	$	(21,714	)	$	(132,103	)	$	(21,096	)	$	(54,010	)
	Gain (loss) on sale of investments	$	86,264		$	(6,516	)	$	—		$	—
Total other income (expense)		$	85,764		$	(27,682	)	$	(131,451	)	$	(20,792	)	$	(54,010	)
Loss before provision for income taxes		$	(802,970	)	$	(2,472,470	)	$	(2,298,090	)	$	(547,841	)	$	(590,018	)
Provision for income taxes		$	—		$	—		$	—		$	—		$	—
Net loss		$	(802,970	)	$	(2,472,470	)	$	(2,298,090	)	$	(547,841	)	$	(590,018	)
Net loss per share:
	Basic and diluted	$	(0.16	)	$	(0.40	)	$	(0.36	)	$	(0.09	)	$	(0.09	)
Weighted average shares outstanding:
	Basic and diluted		5,166,222			6,132,900			6,398,083			6,387,800			6,406,000

Interest Expense. Interest expense was $21,096 in the three months ended March 31, 2003 and $0 in the three months ended March 31, 2002. The increase was primarily due to the accrual of interest on two promissory notes made by us in July and November 2002, respectively, as well as for our operating line of credit.


	April 11, 2001									Three Months
	(Inception) to			Year Ended			Year Ended			Ended
	December 31,			December 31,			December 31,			March 31,
	2001			2002			2003			2004

	(Audited)			(Audited)			(Audited)			(Unaudited)
Balance Sheet Data:
Cash	$	15,232		$	4,608		$	9,645		$	3,180
Working capital (deficit)	$	(369,475	)	$	(2,237,668	)	$	(3,548,173	)	$	(4,099,771	)
Total assets	$	296,535		$	220,095		$	291,697		$	312,807
Long-term debt	$	—		$	—		$	708,387		$	726,245
Total stockholders’ deficiency	$	(111,020	)	$	(2,075,290	)	$	(4,183,380	)	$	(4,773,398	)

25 ~~Gain/Loss on~~ ~~Investment. Investment losses of~~ ~~$6,516 in the three months ending March 31, 2002 were the~~ result of the sale, at a loss, of marketable securities we received as partial consideration for shares of our common stock sold by us in two private placements. There was no similar transaction in the three months ended March 31, 2003.

ComparisonTable of Year Ended December 31, 2002 and Partial Year Ended December 31, 2001Contents

~~Revenue~~ MANAGEMENT’S DISCUSSION AND ANALYSIS

~~Total~~OF ~~revenue~~FINANCIAL ~~amounted~~CONDITION toAND ~~$420,296~~RESULTS ~~for the~~OF ~~twelve-month period ended December 31, 2002, an increase of~~OPERATIONS $171,747, or 69.1%, from the corresponding period in 2001. It should be noted that the corresponding period for 2001 referred to here and elsewhere is not a full period. For 2001, the corresponding period is from inception, April 11, 2001, to December 31, 2001. This unequal comparison affects each of the listed categories.

~~Our~~The ~~dial-up~~following ~~revenue~~discussion ~~accounted~~and ~~for~~analysis ~~all~~should ofbe read in conjunction with the ~~revenue~~ ~~for~~financial statements and the ~~year~~notes to ~~ended~~those ~~December 31~~statements that appear elsewhere in this prospectus. The following discussion and analysis contains forward-looking statements that reflect our plans, ~~2002~~estimates, and ~~all~~beliefs. ofOur actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or ~~revenue~~contribute ~~for~~to ~~the~~such ~~partial~~differences ~~year~~include, ~~ended~~but ~~December 31~~are not limited to, those ~~2001~~discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

~~Cost of Revenue~~ Overview

~~Cost~~We ofearn ~~revenue increased from $222,880, or 89.7% of net~~ revenues, ~~for~~by ~~the~~providing ~~partial~~Internet ~~year ended December 31,~~dial-up ~~2001,~~access to ~~$341,533,~~approximately ~~or 81.3% of net revenues~~7,000 ~~for~~customers in the ~~year ended December 31~~Chicago, ~~2002~~Illinois area. The ~~increase~~remainder inof ~~dollars~~our ~~can~~customers ~~be attributed~~are ~~primarily to the difference~~ in ~~the~~our ~~length of the~~disadvantaged ~~periods~~student program and topay ~~the~~no ~~increase~~fee infor ~~revenues~~our ~~of 69~~service.~~1%.~~ ~~The~~Our ~~decrease~~business inplan ~~cost~~calls offor ~~revenue~~the asuse aof ~~percentage~~our ofe-bill ~~net~~consolidation ~~revenues~~service isto ~~attributable~~create tofour ~~economies~~additional ofprimary ~~scale~~revenue ~~achieved by adding~~streams: ~~subscribers to our network.~~

We• ~~are~~we aintend ~~party~~ to ~~an agreement to~~ purchase ~~telecommunication~~ ~~services~~and ~~for~~resell ~~the~~products ~~interconnection~~and ofservices to our ~~end users~~customers ~~with~~at ~~the~~a ~~Internet.~~markup; ~~The~~• ~~monthly~~we ~~payments~~hope ~~required~~to ~~under this~~earn ~~agreement~~commissions ~~were~~and ~~approximately~~referral ~~$24,000~~fees ~~for~~from ~~the~~businesses ~~year~~we ~~ending December 31,~~introduce ~~2002~~to ~~and~~our ~~for~~customers; ~~the~~• ~~partial~~we ~~year~~intend ~~ending December 31,~~to ~~2001.~~retain Wea ~~are~~portion ~~also~~of ~~party~~any toadministrative andiscounts ~~agreement~~that ~~to rent~~we ~~space~~can tonegotiate ~~house~~for ~~telecommunications~~our ~~equipment~~customers; ~~payments~~and ~~under this~~• ~~agreement~~we ~~were~~intend ~~approximately~~to ~~$6,000~~retain ~~per~~a ~~month~~portion ~~for~~of ~~the~~any ~~year ended~~vendor ~~December 31,~~rebates ~~2002~~our ~~and~~customers ~~the~~earn ~~partial~~by ~~year~~using ~~ended December 31,~~a ~~2001.~~co-branded ~~These~~credit ~~agreements~~card ~~end~~that inwe ~~December~~plan ~~2003~~to offer.

~~Operating~~ To ~~Expenses~~date, we have focused mainly on building our distribution network, an essential first step in generating all of our revenue streams. We have not yet focused on establishing the significant strategic relationships that we believe are essential to developing the revenue streams described above but intend to do so following this offering. Specifically, we will seek to enter into agreements with billers that will allow us to offer money-saving benefits to our customers. The agreements we hope to negotiate with billers will fall into one of four categories: reseller agreements, affiliate agreements, administrative discount agreements and rebate agreements. We expect these agreements to provide us with revenue from price mark-ups, commissions, referral fees, rebates and credits. We intend to negotiate bulk pre-payment terms with many of these billers to simplify the bill-presentment process and to induce billers to provide our customers with greater discounts. As a result, we will, in effect, be assuming the credit risk for these bills, which could adversely affect our profitability. We intend to finance these bulk pre-payments with a revolving line of credit secured by accounts receivable from a commercial lending institution. It is likely that we will incur substantial debt under such a credit facility, which would result in a substantial interest expense for us in the future. In addition, we must enter into a relationship with a financial institution that will extend credit to our customers so they can take advantage of our full array of bill-paying options. We intend to structure such a financial institution relationship so that we receive a portion of any loan revenues generated by such lending. We believe completing our initial public offering is an important factor in winning these strategic contracts. We intend to pursue these relationships when our initial public offering is complete.

~~Sales~~Our ~~and~~main ~~Marketing. Sales and marketing expenses consist of costs to develop our markets and channels of distribution to those markets, and the~~ cost of ~~building~~revenue upconsists ~~our pool~~ of ~~City~~fees ~~Managers. Sales and~~paid ~~marketing expenses increased to $1,037,081, or 246.7% of net revenues,~~ for ~~the~~telecommunications ~~twelve-month period ended December 31~~services, ~~2002,~~ ~~from~~network ~~$274,251,~~and orcollocation ~~110.3% of net revenues~~costs, ~~for the partial~~ ~~year~~all ~~ended~~related ~~December 31, 2001. The increase in dollars and percentage of revenue is primarily due~~ to operating our ~~increased~~network ~~costs relative to the addition of sales managers~~ and ~~staff~~connecting ~~that~~end ~~we hired~~users ~~in 2002~~ to ~~recruit of City Managers on a large scale. The~~ ~~increase in dollars is also due in part to~~ the ~~difference in the lengths of the two periods being compared~~Internet.

~~Product~~Sales ~~Development. Product~~and ~~development~~marketing ~~costs~~expenses ~~increased~~consist toprimarily ~~$297,270, or 70.7%~~ of ~~net~~ ~~revenues~~costs ~~for~~of ~~the~~building ~~period~~a ~~ended~~distribution ~~December 31,~~channel ~~2002,~~of ~~from $93,821,~~City ~~or 37~~Managers.8% ofWe have ~~net~~built ~~revenues,~~an ~~for~~extensive ~~the~~network ~~same~~of ~~period~~independently ~~in the~~contracted ~~prior~~associates ~~year.~~to ~~The~~distribute ~~216.9%~~our ~~increase~~service into ~~dollars~~communities ~~was~~in ~~attributable to~~the ~~internal~~metropolitan ~~costs~~area ~~and~~surrounding ~~external~~Chicago, ~~fees to~~Illinois.

28 General and administrative expenses consist primarily of salary, benefits, and related expenses for management, technical, customer support and accounting personnel; expenses relating to facilities; professional fees; and other general corporate expenses. We expect that, in support of the continued growth

26 ~~develop our technical platform and back-end~~ ~~systems. As a percentage of net revenues, the increase in~~ ~~product development expenses is a result of this increase in~~ ~~costs.~~

GeneralTable and Administrative. General and administrative expenses increased to $1,090,278, or 259.4% of net revenues, for the twelve-month period ended December 31, 2002, from $498,936, or 200.7% of net revenues for 2001. The increase is primarily due to higher employee-related costs, such as wages, taxes and insurance expenses, as well as rent for a larger facility, and professional and consulting fees. As a percentage of net revenues, the increase in general and administrative expenses is a result of this increase in costs. Contents

~~Other~~ of ~~Income~~our business and ~~Expenses~~our operations as a public company, sales, general and administrative expenses will continue to increase for the foreseeable future.

~~Interest~~Since ~~Income.~~our inception on April 2001, we have ~~Interest~~incurred ~~income~~significant ~~was~~losses and, as of March 31, 2004, we had an accumulated deficit of $6,163,548. ~~for~~These losses have resulted from the ~~year~~significant ~~ended~~costs ~~December 31,~~incurred for marketing and ~~2002~~building our distribution channel and $0expenses for the development ~~year~~and ~~ended~~maintenance ~~December 31,~~of ~~2001~~our technology platform. ~~The~~We ~~increase~~intend ~~was~~to ~~due~~continue to ~~the~~invest ~~accrual~~heavily ofin ~~interest~~marketing, onproduct development, ~~promissory~~and ~~notes~~technology. As a result, we believe that we ~~held~~will bycontinue usto ~~during~~incur ~~the~~substantial ~~year~~operating ~~ended~~losses ~~December 31,~~for ~~2002~~the foreseeable future.

~~Interest~~In ~~Expense~~April 2001, we purchased approximately 6,000 Internet service subscriber accounts from Avenew.com, Inc. The ~~Interest~~purchase ~~expense~~price was $21261,~~714~~316, inwhich consisted of an assumed deferred sales liability of $148,907 and six monthly payments totaling $112,409. At the ~~year~~time ~~ended~~of ~~December 31~~the purchase, our president ~~2002~~and chief executive officer, Martin P. Gilmore, owned all of our outstanding common stock and ~~$500~~23% inof the ~~partial~~outstanding ~~year~~common ~~ended~~stock of ~~December 31~~Avenew.com, Inc. Such stock holdings made Mr. Gilmore the controlling stockholder of both companies. In May 2001, we entered into an agreement with Avenew.com, Inc. for customer support, billing services and software development services. The agreement ~~increase~~provided ~~was~~for ~~due~~us to pay the ~~accrual~~following amounts to Avenew.com, Inc.: for customer support services, we paid the greater of ~~interest~~$11,000 per onmonth ~~two~~or the product of $1.50 and ~~promissory~~the ~~notes~~total ~~made~~number byof usour insubscribers; ~~July~~for billing services, we paid the greater of $11,000 per month or the product of $1.50 and ~~November~~the ~~2002~~total number of our subscribers; and, for software ~~respectively~~development services, aswe ~~well~~paid $95.00 per hour, as ~~under~~invoiced. The ~~our~~contract ~~operating~~ended ~~line~~on May 31, 2002, after which time we have used in-house resources for the performance of ~~credit~~the functions that were formerly provided by Avenew.com, Inc. We have no ongoing contractual or other commitments pursuant to either of these agreements.

~~Gain/Loss~~Critical ~~on Investment.~~Accounting ~~Investment losses of~~Policies ~~$6,516 in the year ended December 31, 2002 were the result~~ of the sale, at a loss, of marketable securities we received as partial consideration for shares of our common stock sold by us in two private placements. Investment gains of $86,264 in the partial year ended December 31, 2001 were the result of gains in the value of marketable securities we received as partial consideration for shares of our common stock sold by us in two private placements.

~~Liquidity~~The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require that management make numerous estimates and ~~Capital~~assumptions. ~~Resources~~Actual results could differ from those estimates and assumptions, affecting our reported results of operations and financial position. Our significant accounting policies are more fully described in Note A to our financial statements included elsewhere in this prospectus. The critical accounting policies described here are those that are most important to the depiction of our financial condition and results of operations. Their application requires our management’s subjective judgment in making estimates about the effect of matters that are inherently uncertain.

~~Three~~ We ~~Months~~have ~~Ended~~incurred ~~March~~costs 31in connection with raising additional capital through the sale of our common stock. These costs have been capitalized and will be charged against additional paid-in capital should common stock be issued. If there is no issuance of common stock, ~~2003~~the costs incurred will be charged to operations.

WeRevenues ~~used~~consist ~~$130,202~~of insubscriber ~~operating~~Internet ~~cash~~access service ~~during~~fees ~~the three-month~~and ~~period~~are ~~ended~~recorded ~~March 31,~~when ~~2003~~earned (i.e., Weat ~~financed~~the ~~our~~time ~~operations~~services ~~through~~are anprovided). ~~increase~~Deferred inrevenue ~~trade~~consists ~~payables~~of ~~and accrued~~amounts ~~expenses~~collected offor ~~$276,489,~~annual ~~plus~~Internet anaccess ~~increase~~service insubscriptions ~~deferred~~at the ~~revenues~~beginning of the subscription year. Of this deferred ~~$135~~revenue,~~410.~~ Wea ~~also~~proportionate ~~provided~~amount ~~cash~~is ~~from~~recognized ~~financing~~at ~~activities~~the ~~using proceeds~~end of ~~$168,000~~each month ~~drawn~~in onwhich ~~our~~service ~~operating~~has ~~line~~been ~~of credit~~provided.

~~The~~Deferred ~~cash~~income ~~inflows~~tax ~~were~~assets ~~offset~~and liabilities arise from temporary differences associated with differences between the financial statement and tax basis of assets and liabilities, as measured by anthe ~~increase~~enacted tax rates that are expected to be in ~~accounts~~effect ~~receivable~~when ofthese ~~$39~~differences reverse. Deferred tax assets and liabilities are classified as current or noncurrent,~~780,~~ ~~plus~~depending on the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset ~~increase~~or liability are classified as current or noncurrent depending on the periods in ~~deferred~~which the temporary differences are ~~offering~~expected ~~costs~~to reverse. The principal types of ~~$41,235~~temporary differences between assets and liabilities for financial statement and tax return purposes are set forth in Note H to the financial statements included in this prospectus.

~~Year Ended December 31, 2002~~27

NetTable cash used in operating activities was $1,136,519 for the twelve-month period ended December 31, 2002, and $635,819 in 2001. In each period the use of cash for operations primarily consisted of net operating losses offset by a build up of payables and accrued expenses. Contents

InResults 2002, deferred revenues, an increase in trade payables, and an increase in accrued expenses partially funded our operating loss. In the partial year ended December 31, 2001, losses from operations were offset by a net realized gain on the sale of ~~investments and increases in payables and accrued~~Operations ~~expenses. Non-cash items in the partial year ended~~ ~~December 31, 2001 included investments received as consideration for sale of common stock and the acquisition of a customer list, offset by deferred revenue.~~

~~Net~~The ~~cash~~following ~~provided~~table bysets ~~investing~~forth ~~activities~~our ~~was~~results of ~~$2,020~~operations ~~for~~expressed ~~the~~as ~~twelve-month~~a ~~period~~percentage ~~ended~~of ~~December 31,~~net ~~2002~~revenues. The ~~and~~following ~~$468,031~~discussion inconcerning ~~the~~results ~~partial~~of ~~year~~operations ~~ended~~should ~~December 31, 2001.~~be Inread ~~2002,~~in ~~net~~conjunction ~~cash~~with ~~provided~~“Selected byFinancial ~~investing activities consisted of~~Data,” the ~~sale~~financial ofstatements ~~investments.~~and ~~Net~~accompanying ~~cash~~notes ~~provided~~and ~~by investing activities in~~ the ~~partial year ended December 31, 2001~~other ~~primarily~~financial ~~consisted~~data ofincluded ~~proceeds~~elsewhere ~~from~~in ~~the~~this ~~sale~~prospectus. ofOur ~~investments,~~fiscal ~~offset~~year byis ~~the~~based ~~purchase~~on ofa ~~investments,~~365- aor ~~customer~~366-day ~~list~~year ~~and~~ending on ~~property~~December 31.


		April 11, 2001									Three Months			Three Months
		(Inception) to			Year Ended			Year Ended			Ended			Ended
		December 31,			December 31,			December 31,			March 31,			March 31,
		2001			2002			2003			2003			2004

Statements of Operations Data:
Revenues			100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenues			89.7	%		81.3	%		103.1	%		100.9	%		101.4	%
Gross profit			10.3	%		18.7	%		(3.1	)%		(0.9	)%		(1.4	)%
Operating expenses
	Sales & Marketing		110.3	%		246.8	%		163.0	%		152.6	%		196.9	%
	Product Development		37.7	%		70.7	%		72.8	%		75.8	%		92.0	%
	General and Administrative		200.7	%		259.4	%		186.3	%		173.6	%		163.1	%
	Depreciation and Amortization		19.1	%		23.5	%		20.4	%		19.8	%		22.5	%
Total operating expenses			367.9	%		600.4	%		442.5	%		421.8	%		474.3	%
Operating loss			(357.6	)%		(581.7	)%		(445.7	)%		(422.8	)%		(475.8	)%
Other income (expense):
	Interest income		0.0	%		0.1	%		0.1	%		0.2	%		0.0	%
	Interest expense		(0.2	)%		(5.2	)%		(27.2	)%		(16.9	)%		(47.9	)%
	Gain (loss) on sale of investments		34.7	%		(1.6	)%		0.0	%		0.0	%		0.0	%
Total other income (expense)			34.5	%		(6.6	)%		(27.0	)%		(16.7	)%		(47.9	)%
Loss before provision for income taxes			(323.1	)%		(588.3	)%		(472.7	)%		(439.4	)%		(523.7	)%
Provision for income taxes			0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Net loss			(323.1	)%		(588.3	)%		(472.7	)%		(439.4	)%		(523.7	)%

~~Net~~Comparison ~~cash~~of ~~provided~~Three byMonths ~~financing~~Ended ~~activities~~March ~~was $1,123,875 for the twelve-month period ended December~~ 31, ~~2002~~ ~~and~~2003 $183,020 in the partial year ended December 31, 2001. For the twelve-month period ended December 31, 2002, cash provided by financing activities consisted of the sale of common stock, plus an amount received from (and ~~due~~March ~~to) a stockholder of ours pursuant to two promissory notes made by us in July and November 2002, respectively. Cash provided by financing activities for the partial year ended December~~ 31, 2001 consisted primarily of the sale of common stock, plus an amount received from (and due to) a stockholder of ours pursuant to two promissory notes made by us in July and November 2002, respectively2004.

As of December 31, 2002, we had approximately $4,608 in cash and cash equivalents. We believe that the net proceeds from this offering, together with our existing cash and cash equivalents and our existing line of credit, will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months, if the minimum number of securities offered by us are sold. Thereafter, we may be required to raise additional funds if cash generated is insufficient to meet our liquidity and capital spending requirements. Additional financing may not be available when needed or, if available, such financing may not be on terms favorable to us. If additional funds are raised through the issuance of equity securities, our existing stockholders may experience significant dilution. Revenue

~~While~~During wethe ~~have~~first ~~not~~quarter ~~had~~2004, ~~the~~net ~~financial strength nor~~revenues ~~operating~~decreased ~~history~~9.6% relative to ~~obtain~~the ~~significant~~first ~~credit~~quarter ~~lines~~2003, from $124,667 ~~traditional~~to ~~commercial~~$112,664. ~~lenders~~The decrease in revenue was due to ~~date,~~a asreduction in the ~~size~~number ~~and~~of ~~scope~~subscribers resulting from non-renewals of subscriptions following the change in our ~~operations~~network ~~increase,~~service provider wein ~~will~~the ~~attempt~~fourth toquarter ~~establish~~of ~~working capital~~2003 and ~~acquisition~~from ~~facilities~~normal attrition. ~~There~~Dial-up ~~can~~Internet weaccess noservice ~~assurances~~revenue accounted for weall ~~will~~of bethe ~~successful~~revenue infor ~~this~~these ~~effort~~periods.

~~Market-Related~~Cost ~~and~~of ~~Other Risks~~ Revenue

WeCost ~~currently~~of ~~have~~revenue nodecreased ~~floating~~from ~~rate~~$125,819, ~~indebtedness~~or 100.9% of net revenues, for the quarter ended March 31, ~~hold~~2003, noto ~~derivative~~$114,262 ~~instruments~~or 101.4% of net revenues, ~~and~~for dothe ~~not~~quarter ended ~~earn~~March 31, ~~foreign~~2004. The 9.2% decrease in dollars can be attributed to deferred collocation costs that resulted in excess one-~~sourced~~time charges during the first quarter of 2003 and to a ~~income~~credit for collocation services that we received in the first quarter of 2004. ~~Accordingly~~The decrease was partially offset by an increase of approximately $2,500 ~~changes~~per month in ~~interest~~collocation charges ~~rates~~pursuant orto ~~currency~~a new collocation agreement into which we ~~exchange~~entered ~~rates~~in doJuly ~~not~~2003 ~~have~~and awhich ~~direct~~took effect onin ~~our~~September ~~financial position~~2003. The Toincrease ~~date~~as ~~the~~a ~~effects~~percentage of ~~inflation~~revenue onis usattributable ~~have~~to ~~been~~a ~~immaterial~~decrease in revenues during the three months ended March 31, 2004 relative to the three months ended March 31, 2003.

3028

BUSINESS Table of Contents

WeOperating have developed a new model for consolidated electronic bill presentment and payment services, or e-bill consolidation. E-bill consolidation is the practice of using a single online location to manage the bill paying process for the consumer: the typical e-bill consolidator provides electronic bill presentment, bill payment, and record-keeping services. Our plan is to build upon the prevailing model, whereby the e-bill consolidator acts as a simple delivery system for electronic bills and payments, by adding discounts, rebates and payment programs that add convenience and value to the online bill paying experience. Expenses

~~Our~~Sales ~~model~~and ~~will~~Marketing. Sales ~~expand~~and ~~our~~marketing ~~role~~costs inrelate ~~the~~to ~~online~~expenses to develop our ~~billing~~markets ~~process~~and bychannels ~~positioning~~of usdistribution asto anthose ~~intermediary~~markets, ~~that~~primarily ~~manages~~ the ~~relationship~~cost ~~between~~of ~~consumers~~building ~~and~~up ~~providers~~our pool of ~~household~~ ~~products~~independent ~~and~~sales ~~services~~agents, whom ~~such~~we ascall ~~utilities,~~City Managers. These costs include the salaries for ~~telecommunications~~the ~~services,~~Area ~~insurance,~~Directors ~~financial~~responsible ~~services~~for recruiting, training, and ~~others~~managing City Managers. AsDuring the ~~intermediary~~first quarter 2004, we continued ~~intend~~our efforts to ~~use~~grow ~~the~~our ~~combined buying~~roster ~~power~~ of ~~our~~City ~~customer~~Managers. ~~base~~Sales and tomarketing ~~negotiate~~expenses ~~volume~~increased ~~discounts~~from $190, ~~rebate~~225, ~~and~~or ~~reward~~152.6% ~~arrangements~~of net revenues, ~~reduced~~for ~~interest~~the ~~rates~~quarter ~~and~~ended March 31, 2003, to ~~premiums~~$221,785, ~~and~~or ~~other~~196.9% ~~money-saving~~of ~~advantages~~net revenues for ~~our~~the ~~customers~~quarter ended March 31, 2004. The 14.2% increase in dollars primarily due Into ~~addition~~an increase in the number of Area Directors in the quarter ended March 31, ~~our~~2004 ~~model~~as ~~incorporates~~compared ~~flexible~~to ~~payment~~the ~~options~~same period in the prior year. We increased sales and marketing staff in ~~unique~~preparation ~~credit~~for ~~management~~the ~~tools~~completion of our initial public offering and the increased sales and marketing activities that we anticipate ~~believe~~we will ~~provide~~undertake after the offering. The increase as ~~additional~~a ~~economic~~percentage ~~benefits~~of net revenue is due to ~~our~~this ~~customers~~increase in costs and the decrease in net revenues during the same period.

WeProduct ~~seek~~Development. Product development costs consist of internal costs and external fees to ~~use~~develop our ~~intermediary~~technical ~~position~~platform asand aback-end systems, ~~point~~including salaries for our software development staff. Product development costs increased to $103,595, or 92.0% of ~~control~~net revenues for ~~many~~the ~~important~~quarter ~~spending~~ended ~~decisions~~March 31, in2004, ~~our~~from ~~target~~$94,516, ~~households~~or 75.8% Weof ~~believe~~net ~~that~~revenues, ~~controlling~~for the ~~means~~quarter byended ~~which~~March 31, ~~our~~2003. ~~customers~~The ~~receive,~~9.6% ~~review,~~increase ~~and~~in ~~pay~~dollars ~~most~~was attributable ~~household~~to costs associated with the implementation of new ~~bills~~measures ~~will~~that ~~establish~~we usundertook asduring the ~~primary~~quarter ~~distributor~~ended March 31, 2004 to combat increasing virus activity on the Internet. The increase as a percentage of ~~household~~net revenues was ~~products~~attributable to this increase in costs and ~~services~~the ~~for~~decrease ~~these~~in revenues ~~customers~~during the same period.

~~Our~~General ~~model~~and Administrative. ~~has~~The ~~been~~main ~~designed~~components of general and administrative expenses were wages and employee benefits, taxes and insurance expenses, professional and consulting fees, and depreciation and amortization costs. General and administrative expenses for the three months ended March 31, 2003 were $241,156 , which included 24,730 in depreciation and amortization costs, or 193.4% of net revenues; for the three months ended March 31, 2004, general and administrative expenses decreased to ~~earn~~$209,030, uswhich ~~revenue~~included ~~from~~$25,327 ~~transactions~~in ~~performed~~depreciation ~~through~~and ~~our~~amortization ~~service~~costs, or 185.5% ~~Specifically~~of net revenues. The decrease in dollars was primarily due to a tax penalty incurred during the three months ended March 31, we2003, ~~may~~to ~~generate~~which ~~revenue~~there was no comparable expense in the ~~following~~three months ~~ways:~~ended March 31, 2004, but which is partially offset by increases in insurance costs, printing costs, professional fees and rent. As a percentage of net revenues, the decrease in general and administrative expenses is a result of the overall decrease in costs, which is partially offset by a decrease in net revenues.

•Interest ~~retaining~~Income a portion of the rebates or administrative discounts that we negotiate for our customers; • receiving commissions or referral fees from companies whose services we introduce to our customers; • reselling products and ~~services that we purchase at wholesale or bulk rates; and • selling services that we originate ourselves, such as dial-up Internet access.~~Expense

~~Our~~Interest ~~target~~Income. Interest ~~market~~income ~~comprises~~was ~~primarily~~$0 ~~women~~for ~~with~~the quarter ~~elementary~~ended ~~school~~March 31, ~~children.~~2004 Weand ~~market~~$304 ~~our~~for ~~services~~the ~~directly~~quarter toended ~~this~~March 31, ~~target~~2003. ~~group~~Interest ~~through~~income afor ~~community-based~~the ~~awareness~~quarter ~~program~~ended ~~that~~March 31, we2003 ~~call~~consisted ~~the~~of ~~“LightFirst~~interest ~~Associate~~on ~~Program.”~~one promissory note ~~Through~~held ~~this~~by ~~program,~~the weCompany. ~~engage~~That ~~individuals~~promissory ~~who~~note ~~are~~was ~~active participants~~not in ~~community projects to help introduce our~~effect ~~services~~during tothe ~~members~~first quarter of ~~their respective communities~~2004.

WeInterest ~~believe that an opportunity exists for a new~~Expense. ~~entrant~~Interest ~~into~~expense ~~the~~was ~~e-bill~~$54,010 ~~consolidation~~in ~~market to take advantage of~~ the ~~projected market growth by providing tangible and~~ ~~quantifiable~~quarter ~~benefits~~ended ~~that~~March ~~motivate the household bill-payer to adopt its service. Since 1998~~31, ~~the~~2004 ~~electronic bill presentment~~ and ~~payment market has exhibited slow~~$21,096 ~~steady growth. At the end of 2002, a research firm specializing~~ in the ~~financial~~quarter ~~services~~ended ~~industry~~March 31, ~~estimated~~2003. ~~that~~The ~~the~~increase ~~number~~was ofprimarily ~~consumers~~due ~~paying~~to ~~bills~~increases ~~online~~in ~~had~~accrued ~~risen~~interest resulting from ~~two~~increases ~~percent~~ in ~~1998~~principal ~~to approximately 13%.~~owed ~~Industry~~by ~~analysts~~us ~~predict~~under ~~that~~our ~~the~~operating ~~rate~~line of ~~growth will increase sharply over the next few years if providers can remove certain barriers that have prevented greater utilization of electronic bill paying services~~credit, ~~such~~ as ~~perceived~~well ~~lack~~as ofaccrual ~~value, inconvenient enrollment, security concerns, and others. A major business and technology research firm predicts that the number~~ of ~~consumers performing bill-paying tasks online will grow to~~ ~~45%~~interest ofon ~~the~~two ~~U.S.~~promissory ~~adult~~notes ~~population~~made by ~~the~~us ~~end~~in ofJuly ~~2005.~~and ~~Another~~November ~~group~~2002, ~~of researchers has projected that online payment volume will reach $1~~respectively.~~3 trillion by the year 2010.~~

WeComparison ~~expect that the majority~~ of ~~growth~~Year inEnded ~~the~~December ~~use of~~31, ~~online~~2003 bill paying services will occur among adult women who are the primary managers of finances for their households. A recent study by a leading market research firm showed that women are in control of 75% of household finances and ~~80%~~Year ~~of purchasing~~Ended ~~decisions.~~December ~~In addition~~31, a survey conducted by a firm researching Internet trends found that women’s primary reasons for using online applications were practical — they reported using sites that helped them save time or money, make informed decisions, and simplify their lives2002. ~~We intend to take advantage of the~~

31 Revenue

~~growth~~During infiscal ~~the~~year ~~online~~2003, ~~bill~~net ~~paying~~revenues ~~services market~~increased by15.7% ~~using~~relative ~~our~~to ~~product~~fiscal year 2002, from $420,296 to ~~provide~~$486,160. This ~~tangible~~was ~~benefits~~due to ~~women~~the increase in dial-up Internet access service revenue that resulted from the ~~area~~growth in our subscriber base. Dial-up Internet access service revenue accounted for all of ~~household~~the revenue ~~finance~~for ~~management~~the fiscal year ended December 31, 2003 and for the fiscal year ended December 31, 2002.

29 ~~Our Competitive Position~~

WeTable believe that we are well positioned to attract customers because of the following competitive strengths: Contents

•Cost Product Innovations Designed to Appeal to Target Market. Our model for e-bill consolidation introduces economic benefits for the consumer into the online bill-paying experience. We believe that these added benefits will make our service more attractive to the value-conscious consumer than competing services that do not offer economic benefits and rely upon the promise of increased convenience to motivate consumers to try their service. In addition, our revenue model eliminates the need to charge a monthly fee for our e-bill consolidation service. • Marketing Strategy Developed to Reach Specific Market. We market our service by using a series of community enrichment programs to create opportunities for our target customers to come into direct contact with participants in our Associate Program and, thereby, to learn about our service first-hand from one of our representatives. We believe that a face-to-face introduction to our service from a person who the customer may already know, in conjunction with our demonstrated commitment to helping the community, will help us acquire customers more effectively than the limited-success mass-media marketing campaigns employed by competing providers. • Bill-Paying Introduced Gradually to Facilitate Adoption and Training. Our combination Internet access/e-bill consolidation service enables us to acquire Internet access customers and introduce e-bill consolidation to them gradually. We accomplish this by requiring our customers to enter our proprietary e-Bill Manager bill payment software at regular intervals to pay their bill for our dial-up Internet access service electronically, which allows them to practice using the bill-paying software before making it their primary bill-paying tool and which also helps them to establish a habit of paying at least one bill online each month. • Scalable Support Solutions to Accommodate Customer Base. We have developed a number of cost-effective and highly scalable measures that allow us to provide support at the levels needed to serve our customer base. These include a virtual call center, which eliminates the overhead associated with a physical call center, a student internship program, which reduces training and recruitment costs, and several proprietary software applications that allow customer self-care for forgotten passwords and other common problems. We believe that these measures allow us to provide support to our customer base that is superior than that provided by our competitors and that promotes long-term customer satisfaction and retention.Revenue

~~Our~~Cost ~~Strategy~~of revenue increased from $341,533, or 81.3% of net revenues, for the fiscal year ended December 31, 2002, to $501,465 or 103.1% of net revenues, for the fiscal year ended December 31, 2003. The increase as a percentage of revenue was attributable to the increase in dollars, which was partially offset by an increase in revenues. The increase in dollars can be attributed to the following:

~~Our~~• ~~goal~~Increases isin technical support costs account for approximately $21,000 of the increase in cost of revenues for fiscal year 2003 relative to ~~become~~fiscal year 2002. These increases were due the ~~premier~~expansion eof our technical support program, including costs associated with the addition of personnel and increases in hours worked. • Costs associated with one-~~bill consolidation~~time ~~service~~improvements to our network made in 2003 account for approximately $8,000 of the ~~United~~increase ~~States~~in bycost ~~controlling~~of revenues for fiscal year 2003 relative to the ~~means~~ byprior year. • Increases in monthly telecommunications costs account for approximately $24,000 of the increase in cost of revenues for 2003 relative to 2002. During 2002 and 2003, we were a party to an agreement, which ~~our~~terminated ~~customers~~in ~~receive~~December 2003, ~~review~~to purchase telecommunication services for the interconnection of our end users with the Internet. This agreement called for monthly payments, the amount of which varied and ~~pay~~was ~~bills online~~dependent upon allocated bandwidth and ~~using~~actual ~~this~~usage ~~control~~of telecommunications facilities. During the fiscal year ended December 31, 2003, usage of our network increased due to ~~sell~~the ~~products~~addition of subscribers to our network, which caused us to increase our allocated bandwidth, resulting in an increase in the average monthly cost from approximately $24,000 per month in 2002 to approximately $26,000 per month during the fiscal year ended December 31, 2003. • Deferral of invoicing and payment for collocation services accounts for approximately $24,000 of the increase in cost of revenues for 2003 relative to ~~our~~ ~~customers~~2002. ~~Our~~We ~~activities~~were a party to ~~date~~an ~~have~~agreement, ~~been~~which ~~focused~~terminated ~~on building~~in ~~our~~December ~~channel~~2003, to rent space to house telecommunications equipment, or collocation, at a monthly payment of ~~distribution~~$6,000. WeTwo ~~intend~~months of collocation services that were provided in 2002 were not invoiced and paid until 2003, resulting in an increase in cost of revenues for 2003. • One-time waivers of telecommunications and collocation services payments account for approximately $32,000 of the increase in cost of revenues for 2003 relative to ~~execute~~the prior year. Under the ~~following~~ ~~strategy~~same agreements described above, our telecommunications provider waived our monthly payment for telecommunications services and collocation services for the month of January 2002. These agreements terminated in December 2003. • Costs associated with switching our telecommunications network provider account for approximately $52,000 of the increase in cost of revenues for the fiscal year ended December 31, 2003 as compared to the previous year. In September 2003, we ~~move~~entered ~~forward:~~ into a new agreement to purchase telecommunications services from a different telecommunications provider. In July 2003, we also entered into an agreement with a different company to rent space to house telecommunications equipment. The services covered by the new agreements were intended to replace the telecommunications and collocation services we had been receiving from our former telecommunications provider. During each of the three months in the last quarter of 2003, we received invoices for collocation services from both collocation providers. During the last month of 2003, we received invoices for telecommunications services from both telecommunications providers. This redundancy resulted in $52,000 in one-time excess network costs.

• The ~~Enter~~new ~~into~~collocation ~~Strategic~~services ~~Partnership~~agreement ~~Agreements.~~into Wewhich we ~~believe~~entered ~~that~~in ~~the~~July ~~growth~~2003 ofresulted ~~our~~in ~~customer~~an ~~base,~~increase ~~should~~in itmonthly collocation ~~occur,~~costs ~~will~~in ~~allow~~2004 usrelative to ~~negotiate~~monthly ~~with~~collocation ~~providers~~costs in ~~of goods and service for discount pricing and advantageous terms~~2003. WeCollocation ~~believe~~costs ~~that~~in a2003 ~~successful~~were ~~initial~~approximately ~~public~~$6,000 ~~offering~~per month ~~will~~(excluding ~~further~~the ~~these~~redundant ~~negotiations.~~costs •incurred ~~Negotiate~~in ~~Bulk~~the ~~Pre-Payment~~fourth quarter ~~Terms~~of ~~with Billers~~2003). WeThe ~~propose~~monthly tocollocation ~~pay~~cost ~~each biller~~ in ~~advance~~the ~~each~~first quarter ~~month~~of ~~with~~2004 ~~one~~was ~~payment~~approximately ~~for~~$8,500. ~~the~~In ~~full~~addition, ~~amount~~monthly telecommunications ~~due~~services torates ~~that~~are ~~biller~~slightly byhigher ~~our~~under ~~customers.~~the new Wetelecommunications ~~believe~~services ~~that~~agreement; ~~this~~at ~~will~~current ~~allow~~bandwidth usage, usthese toincreased ~~relieve~~rates ~~administrative~~result ~~complications associated with billers’ participation~~ in ~~e-bill~~an ~~consolidation~~approximate ~~services.~~increase of $1,000

3230

•Table Continue to Recruit City Managers. City Managers will continue to serve as our marketing representatives in communities by articulating the benefits of our e-bill consolidation service directly to prospective customers. • Continue to Establish Community and School Relationships. City Managers establish relationships with schools and community organizations that are important to prospective customers and, thereby, create opportunities for interaction with such customers. • Complement America Online. To avoid competition with America Online, we will market our dial-up Internet access service as a way to use America Online’s “Bring Your Own Access” reduced pricing plan. This will enable our customers to use our dial-up Internet access service while retaining access to America Online content. • Continue to Build Our Customer Base. Through the marketing efforts of our City Managers, we plan to add customers for our dial-up Internet access service rapidly. • Require Payment of One Electronic Bill Each Month. We train our customers to pay at least one bill electronically — our bill for dial-up Internet access service — using e-Bill Manager, thereby fostering an electronic bill-paying habit in our customers. • Provide More Opportunities to Save Money. Through strategic partnership arrangements we intend to enter into, we plan to offer our customers more opportunities to pay discounted bills on e-Bill Manager. • Provide Superior Customer Care. We believe we provide superior technical support, which we expect will foster customer loyalty.Contents

~~Our~~per ~~History~~month in telecommunications services charges. Monthly telecommunications costs will also increase incrementally as we add subscribers to our network as a result of increases in bandwidth usage.

WeOperating incorporated in the State of Delaware in April 2001 and set out to create an e-bill consolidation service that would appeal to middle-class families, which we believe is an under-exploited market. In May 2001, we purchased from Avenew.com, Inc., approximately 6,000 customer accounts to provide dial-up Internet access service. Avenew.com, Inc. was an Internet service provider in the Chicago metropolitan area that was liquidated under federal bankruptcy laws. At the time that we purchased customer accounts from Avenew.com, Inc., our president and chief executive officer Martin P. Gilmore was also the president and chief executive officer of Avenew.com, Inc. Since May 2001, we have been providing dial-up Internet access service to approximately 10,000 customers in the Chicago metropolitan area. We have grown our customer base primarily by word of mouth but also through limited pilot marketing efforts. In August 2001, we began hiring sales directors to recruit City Managers to market and manage the introduction of our dial-up Internet access service and e-bill consolidation service in their respective territories. As of June 30, 2003, we have entered into independent agent agreements with 160 City Managers in the Chicago metropolitan area. Expenses

~~Industry~~Sales ~~Background~~and Marketing. Sales and marketing costs relate to expenses to develop our markets and channels of distribution to those markets, primarily the cost of building up our pool of City Managers. These costs include the salaries for the Area Directors responsible for recruiting, training, and managing City Managers. We have not yet begun paying monetary compensation to City Managers. During the fiscal year 2003, we continued to grow our roster of City Managers. Sales and marketing expenses decreased from $1,037,081, or 246.7% of net revenues, for the year ended December 31, 2002, to $792,326, or 163.0% of net revenues for the year ended December 31, 2003. The decrease in dollars was attributable to periods of vacancy of some Area Director positions during 2003. The decrease in sales and marketing expenses as a percentage of net revenues is the result both of this decrease in dollars and of an increase in net revenues of 15.7%.

~~Traditional~~ Product ~~Bill~~Development. Product ~~Presentment~~development costs consist of internal costs and ~~Payment~~external fees ~~Process~~to develop our technical platform and back-end systems, including salaries for our software development staff. Product development costs increased 19.1% to $353,979, or 72.8% of net revenues for the year ended December 31, 2003, from $297,270, or 70.7% of net revenues, for the prior year. The increase was attributable to an increase in product development activities, primarily in connection with the development of web-based management applications in support of our Associate Program during fiscal year 2003 as compared to the prior year. The increase as a percentage of net revenues was attributable to this increase in costs, but was partially offset by the increase in revenues during the same period.

General and Administrative. The ~~dominant~~main ~~method~~components of general ~~bill~~and ~~presentment~~administrative ~~and payment~~expenses inwere ~~the~~wages ~~United~~and ~~States~~employee benefits, ~~today~~taxes isand ~~the~~insurance ~~traditional~~expenses, ~~paper-based~~ ~~method.~~professional ~~Under~~and consulting ~~this method~~fees, ~~businesses~~and ~~that~~depreciation ~~bill~~and amortization costs. ~~their~~General ~~customers~~and ~~for~~administrative ~~products~~expenses orwere ~~services~~$1,189,200, which ~~we refer to in~~ ~~this~~included ~~prospectus as billers~~$98,922 ~~present~~in ~~bills~~depreciation toand ~~their~~amortization ~~customers~~costs, byor ~~delivering~~282.9% ~~paper~~of ~~bills~~net torevenues ~~those~~for ~~customers~~the ~~through~~twelve ~~the~~months ~~mail.~~ended ~~Customers~~December 31, in2002; ~~turn,~~for ~~pay~~the ~~paper~~twelve ~~bills~~months byended ~~delivering~~December ~~paper checks~~31, to2003, ~~billers~~general ~~through~~and ~~the~~administrative ~~mail.~~expenses ~~The~~decreased ~~traditional~~to $1,005,029, ~~paper-based~~which ~~method of~~included ~~bill~~$99,143 ~~presentment~~in depreciation and amortization ~~payment~~costs, isor a206.7% ~~slow~~of ~~process~~net revenues. AThe ~~paper~~decrease ~~bill~~was orprimarily ~~paper~~due ~~check~~to ~~typically~~the ~~takes~~expiration ~~between~~in ~~three~~May ~~and~~2002 ~~five~~of ~~days~~an tooutsourcing ~~reach~~contract ~~its~~for ~~destination.~~billing, ~~The~~technical ~~traditional~~support, ~~paper-based~~and ~~method of~~software ~~bill~~development ~~presentment~~services ~~and~~that ~~payment~~represented isan ~~also~~expense ~~expensive.~~of approximately ~~For~~$110,000 ~~example~~for ~~it is~~the ~~estimated~~fiscal ~~that~~year ~~generating~~ended December 31, a2002. ~~print~~As ~~bill~~a ~~and~~percentage ~~mailing~~of itnet torevenues, athe ~~customer~~decrease ~~costs~~in ageneral ~~large~~and ~~biller~~administrative ~~between~~expenses ~~$0.75~~is ~~and~~a ~~$1.25~~result ~~per bill,~~of ~~and~~this ~~that~~decrease ~~approximately~~in ~~17 billion~~costs ~~bills~~and ~~are~~the ~~mailed~~increase ~~to consumers~~in ~~each~~net ~~year~~revenues.

33 Other Income and Expenses

~~Electronic~~ Interest ~~Bill~~Income. Interest ~~Consolidation~~income was $652 for the fiscal year ended December 31, 2003 and $548 for the fiscal year ended December 31, 2002. The increase was due to the accrual of interest on promissory notes held by us during the fiscal year ended December 31, 2003.

~~Since~~Interest ~~1985, companies have been attempting to~~Expense. ~~replace~~Interest ~~the~~expense ~~paper-based~~was ~~method~~$132,103 ofin ~~bill presentment and payment with a fully computerized bill-paying method. These attempts have led to~~ the ~~development~~year ofended ~~e-bill~~December ~~consolidation~~31, ~~which~~ ~~allows~~2003 ~~customers to receive electronic bills~~ and ~~transmit payments~~$21,714 ~~for~~in ~~those~~the ~~bills~~year ~~electronically~~ended ~~via~~December 31, a2002. ~~network connection~~The ~~using~~increase awas ~~single~~primarily ~~online~~due ~~application. E-bill consolidation services propose~~ to ~~provide~~ the ~~following~~accrual ~~benefits~~of tointerest ~~consumers:~~on ~~make~~two ~~bills~~promissory ~~accessible~~notes ~~online~~made atby aus ~~single~~in ~~location,~~July ~~allow access to bills from any location at any time, eliminate cost~~ and ~~time delays~~November ~~associated with traditional postal delivery~~2002, ~~simplify~~ ~~record keeping~~respectively, ~~and~~as ~~eliminate~~well ~~need~~as ~~for~~accrued ~~storage~~interest ofon ~~paper~~our ~~bills. As~~operating ~~the penetration~~ line of ~~personal computers and Internet access into consumer households grew in recent years, industry analysts predicted that a great demand would develop for e-bill consolidation services~~credit.

~~The~~ Gain/ ~~Challenge~~Loss on Investment. Investment losses of $6,516 ~~e-Bill~~in ~~Consolidation~~the ~~Services~~twelve months ending December 31, 2002 were the result of the sale, at a loss, of marketable securities we received as partial consideration for shares of our common stock sold by us in two private placements. There was no comparable transaction during the fiscal year ended December 31, 2003.

31 ~~Entrants into the e-bill consolidation services~~ ~~market have met with numerous challenges that have, to date,~~ ~~caused results to fall short of optimistic predictions. Would-be~~ ~~e-bill consolidators have had difficulty engaging both billers and bill-payers in the e-bill consolidation process.~~

Billers.Table In order to present bills electronically to consumers, e-bill consolidators must rely on billers to transmit customers’ bills to them electronically for online presentment. Many billers have resisted allowing third-party consolidators to present their bills to customers for payment for a number of reasons, including the following: Contents

•Comparison ~~They may perceive the participation~~ of aYear ~~third~~Ended ~~party~~December in31, ~~the~~2002 ~~bill-paying process as a threat to their control of the customer’s account; • They may lack the resources or be unwilling to expend resources to develop software~~ and ~~systems~~Partial ~~that~~Year ~~interact~~Ended ~~with~~December ~~the~~31, ~~consolidator’s software and systems; and • They may lack the ability to manage the process of receiving electronic payments from customers.~~2001

Bill-Payers. Although surveys indicate and we believe that many bill-payers would like to try e-bill consolidation services, the vast majority of these consumers continue to use the traditional paper-based method for bill paying. We believe that, of these consumers, most have not tried e-bill consolidation services for the following reasons: Revenue

• Total ~~They~~revenue ~~are~~amounted ~~value conscious and unwilling~~ to ~~pay~~$420,296 ~~a fee~~ for ~~bill~~the twelve-~~paying~~month ~~services;~~period •ended ~~They~~December 31, ~~expect~~2002, ~~the~~an ~~enrollment~~increase ~~process~~of $171,747, ~~to be confusing~~ or ~~lengthy;~~69.1%, •from ~~They believe there are risks associated with~~ the ~~transmission~~corresponding ofperiod ~~financial~~in ~~information~~2001. ~~online;~~It should ~~• They may~~ be ~~unwilling~~noted tothat ~~spend~~ the ~~time~~corresponding ~~needed~~period tofor ~~learn~~2001 areferred to ~~new~~here ~~software~~and ~~application;~~elsewhere •is ~~They do~~ not ~~perceive~~a ~~the~~full ~~paper-based~~period. ~~bill-paying~~For ~~process~~2001, tothe corresponding beperiod ~~particularly~~is ~~burdensome~~from orinception, ~~inconvenient;~~April 11, ~~and~~2001, •to December 31, ~~They~~2001. ~~lack~~This aunequal ~~compelling~~comparison ~~reason~~affects toeach ~~change~~of the ~~their~~listed ~~established bill-paying habits~~categories.

~~The~~Our ~~LightFirst~~dial-up ~~Solution~~revenue accounted for all of the revenue for the year ended December 31, 2002 and all of the revenue for the partial year ended December 31, 2001.

WeCost ~~believe that the growth that is predicted for adoption~~ of e-bill consolidation services will occur only among providers that are able to overcome the obstacles that have inhibited participation on the part of both billers and consumers. To overcome these barriers, we believe we must: Revenue

• Cost ~~redefine~~of revenue increased from $222,880, or 89.7% of net revenues, for the ~~e-bill~~partial ~~consolidation~~year ~~service~~ended asDecember 31, 2001, ato ~~money-saving~~$341,533, ~~tool~~or 81.3% of net revenues, for ~~consumers;~~the •year ~~develop~~ended December 31, ~~payment~~2002. ~~processing~~The ~~procedures~~increase ~~that~~in ~~relieve~~dollars ~~billers’~~can ~~technical~~be attributed ~~and~~primarily ~~administrative~~to ~~difficulties~~the difference in the length of the periods and ~~reduce~~to ~~costs~~the ~~for~~increase ~~billers;~~in revenues of 69.1%. The decrease in cost of revenue as a percentage of net revenues is attributable to economies of scale achieved by adding subscribers to our network.

34 We are a party to an agreement to purchase telecommunication services for the interconnection of our end users with the Internet. The monthly payments required under this agreement were approximately $24,000 for the year ending December 31, 2002 and for the partial year ending December 31, 2001. We are also party to an agreement to rent space to house telecommunications equipment; payments under this agreement were approximately $6,000 per month for the year ended December 31, 2002 and the partial year ended December 31, 2001. These agreements ended in December 2003.

•Operating create a secure network environment for e-bill consolidation transactions; • identify the correct target for e-bill consolidation services and develop a marketing strategy to reach this market; and • simplify the process of using e-bill consolidation services and provide adequate training and technical support.Expenses

~~Redefining~~Sales ~~e-Bill~~and ~~Consolidation~~Marketing. Sales asand amarketing expenses consist of costs to develop our ~~Money~~markets and channels of distribution to those markets, and the cost of building up our pool of City Managers. Sales and marketing expenses increased to $1,037,081, or 246.7% of net revenues, for the twelve-~~Saving~~month ~~Tool~~period ended December 31, 2002, from $274,251, or 110.3% of net revenues, for ~~Consumers~~the partial year ended December 31, 2001. The increase in dollars and percentage of revenue is primarily due to our increased costs relative to the addition of Area Directors and staff that we hired in 2002 to recruit City Managers on a large scale. The increase in dollars is also due in part to the difference in the lengths of the two periods being compared.

Product Development. Product development costs consist of internal costs and external fees to develop our technical platform and back-end systems, including salaries for our software development staff. Product development costs increased to $297,270, or 70.7% of net revenues for the period ended December 31, 2002, from $93,821, or 37.8% of net revenues, for the same period in the prior year. The 216.9% increase in dollars was attributable to an increase in product development activities, primarily in connection with the development of our e-~~Bill~~bill ~~Consolidation~~platform ~~Services~~and management applications in support of our Associate Program. The increase in dollars was also due in part to the difference in lengths of the two periods being compared. As a percentage of net revenues, the increase in product development expenses is a result of the increase in costs.

WeGeneral ~~couple~~and Administrative. ~~inexpensive~~General ~~dial-up Internet access~~and ~~service~~administrative ~~with~~expenses anincreased ~~e-bill consolidation service designed~~ to ~~save our~~$1,090,278, ~~customers~~or ~~money~~259.4% ~~We use our dial-up Internet access service~~of tonet ~~initiate a relationship with our customers~~revenues, ~~and~~for ~~we believe that~~ the ~~low~~twelve-~~cost~~month ofperiod ~~dial-up Internet access service will enable~~ended usDecember 31, to2002, ~~grow~~from ~~our~~$498,936, ~~customer~~or ~~base rapidly~~200.7% ~~Using~~of ~~the~~net ~~aggregate buying~~revenues ~~power~~for of2001. ~~our~~These ~~customer~~figures ~~base,~~do wenot ~~intend~~include todepreciation ~~negotiate with billers~~and toamortization ~~provide~~costs ~~our~~of ~~customers~~$47,395 ~~with~~for ~~discounts~~2001 ~~on products~~ and ~~services.~~ ~~These~~$98,922 ~~discounted~~for ~~products~~2002. ~~and~~The increase ~~services~~is ~~will~~primarily bedue ~~offered~~ to ~~our~~higher ~~customers through e~~employee-~~Bill~~related ~~Manager~~costs, ~~which~~such as iswages, ataxes ~~component~~and ~~of our~~insurance ~~dial-up~~expenses, ~~Internet~~as ~~access~~well ~~service.~~as ~~Our~~rent ~~e-bill~~for ~~consolidation~~a ~~service~~larger ~~will~~facility, ~~also~~and ~~offer~~professional ~~our~~and ~~customers~~consulting ~~opportunities~~fees. ~~for~~As ~~savings~~a ~~through~~percentage ~~rebate~~of ~~and~~net ~~reward programs. And~~revenues, ~~unlike~~ the ~~prevailing e-bill~~increase ~~consolidator~~in ~~model,~~general weand administrative doexpenses ~~not~~is ~~intend~~a toresult ~~charge~~of ~~fees~~this ~~for our~~increase ~~e-bill~~in ~~consolidation services~~costs.

~~How It Works~~32

SigningTable up for the e-Bill Manager. When customers sign up for our dial-up Internet access service, we obtain their social security numbers and permission to order their credit reports. We need a copy of our customers’ credit reports because we intend to assist in making arrangements to have credit available to our customers for the payment of their bills. We intend to provide such assistance for our customers through a financial institution with which we plan to associate. We do not intend to lend money to our customers. We will obtain permission from our customers to share their credit report with the financial institution, and we will perform periodic credit checks to keep our records accurate. It is our intention that the financial institution with which we plan to associate will pre-qualify our customers for certain credit terms, which will enable us to offer “one-click financing” to our customers through e-Bill Manager. Contents

~~Using~~Other ~~e-Bill Manager.~~Income We require each of our dial-up Internet access service customers to pay for such access using e-Bill Manager, which enables them to develop a habit of paying bills online. e-Bill Manager is located within a separate, security-enhanced area of our website to which customers log in using a unique e-Bill Manager password. When customers enter e-Bill Manager, they can view and approve payment of our bill for Internet access service. We charge customers’ payments of our bill against the credit card account numbers that they provide. We store the customers’ credit card information in our database and do not require them to re-enter it each month. In the future, we intend to offer customers the ability to pay bills with electronic funds transfers from their checking accounts. Expenses

~~Adding~~Interest ~~Bills within e-Bill Manager~~Income. ~~After we negotiate discount~~ ~~agreements~~Interest ~~with~~income ~~billers,~~was we$548 ~~intend~~for tothe ~~offer~~year ~~customers~~ended ~~products and services provided by these billers at discounted prices through e-Bill Manager. When a customer enters e-Bill Manager to pay our Internet access service bill~~December 31, ~~offers from billers to~~ ~~purchase~~2002 ~~their products~~ and ~~services~~$0 atfor ~~discounted~~the ~~prices~~year ~~will also~~ended ~~be displayed. If customers desire to purchase any of these products or services~~December 31, ~~they will click the appropriate link in e-Bill Manager~~2001. ~~That link will take customers to an area of~~The ~~e-Bill~~increase ~~Manager~~was ~~where~~due ~~they can purchase the desired product or service and add the biller’s bill for such product or service~~ to the ~~portfolio~~accrual of ~~bills~~interest ~~they~~on ~~pay~~promissory ~~via e-Bill Manager.~~notes ~~For~~held ~~services~~by ~~requiring~~us ~~that~~during the ~~customer~~year ~~sign~~ended ~~a legal agreement~~December 31, an ~~electronic signing process will automatically initiate once the appropriate link is clicked~~2002. ~~In addition, we intend to~~ ~~handle the exchange of customer information with billers without~~ ~~the need for additional customer action. We expect that,~~ ~~overall, our customers will perceive the process of applying for or ordering a product or service through e-Bill Manager as fast and efficient.~~

35 Interest Expense. Interest expense was $21,714 in the year ended December 31, 2002 and $500 in the partial year ended December 31, 2001. The increase was due to the accrual of interest on two promissory notes made by us in July and November 2002, respectively, as well as under our operating line of credit.

~~e-Bill~~Gain/Loss ~~Manager Bill Payment.~~on ~~Our~~Investment. ~~customers~~Investment ~~use~~losses ~~e-Bill Manager to~~of ~~pay~~$6,516 ~~bills.~~in ~~Currently,~~the ~~all~~year ofended ~~our~~December 31, ~~dial-up~~2002 ~~Internet~~were ~~access~~the ~~service~~result ~~customers~~of ~~use~~the ~~e-Bill~~sale, ~~Manager~~at toa ~~pay~~loss, ~~our~~of ~~bill~~marketable ~~for~~securities ~~this~~we ~~service.~~received as ~~Upon~~partial ~~entering~~consideration ~~e-Bill~~for ~~Manager,~~shares aof ~~list~~our ofcommon ~~bills~~stock ~~currently~~sold ~~due~~by isus ~~displayed.~~in ~~Customers~~two ~~can~~private ~~click~~placements. onInvestment ~~the~~gains ~~name~~ of a$86,264 ~~particular~~in ~~bill~~the topartial ~~view~~year ~~details~~ended ~~about~~December 31, ~~that~~2001 ~~bill.~~were ~~Customers select~~ the ~~bills~~result toof begains ~~paid by placing a checkmark~~ in ~~a box beside~~ the ~~name~~value of ~~each bill~~marketable ~~and~~securities ~~then~~we ~~clicking~~received aas partial ~~button~~consideration tofor ~~proceed~~shares toof ~~the~~our ~~payment~~common ~~page, where~~stock ~~they~~sold ~~can~~by ~~choose~~us in ~~among~~two ~~several~~private ~~payment options, which are~~placements. ~~as follows:~~

• Liquidity ACH Transfer. ACH, or Automated Clearing House, is a secure payment transfer system that connects U.S. financial institutions. If customers select the ACH transfer option, we will pay the designated bill on their behalf and ~~then~~Capital debit their checking account for the amount of the bill. This option will result in multiple ACH transfers from a customer’s bank account every month if multiple bills are paid. • Instant Credit. If customers select this option, we will pay the bill immediately on their behalf, and we will then permit them to take up to 15 days to reimburse us for the bill. By utilizing this option, a customer could combine the payment of multiple bills into a single regular payment to us every 15 days. • Rebate Credits. Customers can pay all or part of any bill with credits accumulated through our retail rebate program. • Combination. Customers can use a combination of the above options.Resources

~~Once~~Three ~~customers~~Months ~~have~~Ended ~~chosen~~March ~~a payment option~~31, we will deduct the corresponding amount from the customer’s checking account, subtract that amount from accumulated rebate credits, or carry the cost of the paid bill for up to 15 days. We expect that, in most cases, the biller will have already received payment from us in advance pursuant to bulk pre-payment terms that we will have negotiated with billers. 2004

~~Instant~~Net ~~Credit.~~cash ~~If customers~~used ~~want~~in tooperating ~~combine~~activities ~~multiple bills into a single~~was ~~convenient~~$206,536 ~~payment~~during orthe toquarter ~~defer~~ended aMarch 31, ~~payment~~2004 ~~for a short time~~and $129,902 ~~they can~~during ~~use~~the ~~our~~quarter ~~Instant~~ended ~~Credit~~March 31, ~~option~~2003. ~~We intend to offer this~~The ~~option~~decrease toin ~~customers~~cash ~~who~~flow ~~are~~was ~~both~~primarily ~~paying~~the atresult ~~least~~of ~~two~~a ~~bills~~decrease ~~(our~~in ~~Internet~~revenues ~~access~~and ~~service~~an ~~bill~~increase ~~plus~~in ~~another~~sales ~~bill) using e-Bill Manager~~ and ~~have~~marketing ~~been~~expenses. ~~pre-qualified by~~ During the ~~financial~~quarter ~~institution with~~ended ~~which~~March 31, ~~we intend to associate. When customers select the Instant Credit option~~2004, we ~~permit~~financed ~~them to take up to 15 days~~our tooperations ~~reimburse~~primarily usthrough ~~for~~accrued ~~that~~expenses ~~bill~~and ~~via check or ACH transfer. By~~accrued ~~utilizing~~accounts ~~this~~payable ~~option, a customer could combine the payment~~ of ~~many~~ ~~bills~~$137,814 ~~into~~and a$77,180 ~~single regular payment to us~~respectively.

~~Extended~~Net ~~Credit.~~cash ~~If customers~~used ~~do not fully reimburse us within 15 days~~ for ~~payments~~ ~~made~~investing toactivities ~~billers~~was ~~by us on their behalf~~$4, ~~the outstanding~~766 ~~balance~~for ~~that they owe to us will be transferred to~~ the ~~financial institution~~quarter ~~with~~ended ~~which~~March 31, ~~we plan to associate~~2004. ~~The~~This ~~financial~~consisted ~~institution~~primarily ~~will~~of ~~lend~~computer ~~the~~equipment ~~customer money to cover the outstanding balance owed to us by paying us the outstanding balance directly~~purchases. ~~The~~Net ~~financial~~cash ~~institution will charge the~~provided ~~customer~~from ~~interest~~investing onactivities ~~this~~was ~~loan.~~$100 ~~The~~for ~~transfer of~~ the ~~balance~~quarter ~~and~~ended ~~the involvement of the financial institution will be clearly described to the customer~~March 31, ~~who will make loan payments and receive information about the loan through e-Bill Manager~~2003. We ~~expect that the financial institution with which we plan to~~ ~~associate will lend money to our customers at competitive~~ ~~interest rates.~~

~~Saving~~Net ~~Customers~~cash ~~Money.~~provided by financing activities was ~~There~~$204,837 ~~are~~for ~~several~~the ~~categories~~quarter ofended ~~biller~~March 31, 2004 and $128,051 ~~agreements~~for ~~that~~the wequarter ~~believe~~ended ~~will~~March 31, ~~allow~~2003. usFor the quarter ended March 31, 2004, cash from financing activities consisted of $224,999 in cash received pursuant to ~~offer~~a ~~discounted~~line of credit from a ~~products~~shareholder, and ~~services~~was offset by deferred offering costs of $20,162. For the quarter ended March 31, 2003, cash from financing activities consisted primarily of $168,000 in cash received pursuant to ~~our~~a ~~customers~~line of credit from a shareholder, and was offset by deferred offering costs.

•Year ~~Reseller~~Ended ~~Agreements.~~December ~~We intend to enter into agreements with service providers~~31, such as local and long-distance telephone service providers, cellular telephone service providers, cable and satellite television providers and, where government regulations permit, electricity and natural gas providers. We plan to purchase services offered by these providers at wholesale prices and resell them to our customers at a markup, which should net us a profit on each transaction. The markup will be small, however, so that the overall cost of a service should still be less than the cost for a similar service offered directly by competing businesses. We envision that upon visiting e-Bill Manager and discovering the savings they could realize for similar services, our customers will terminate their existing relationships for the types of services that we intend to offer and will enter into new2003

36 Net cash used in operating activities was $1,021,253 during the year ended December 31, 2003 and $1,136,519 during the year ended December 31, 2002. The increase in cash flow was primarily the result of an increase in revenues and a decrease in general and administrative expenses. During the fiscal year ended December 31, 2003, we financed our operations primarily through accrued expenses and accrued accounts payable of $638,897 and $224,863 respectively.

~~relationships~~ Net ~~with~~cash ~~service~~used ~~providers~~for ~~associated~~investing ~~with~~activities ~~us.~~was ~~We are not currently a party to any reseller agreements. • Affiliate Agreements. We intend to enter into agreements with financial service providers~~$3, such as mortgage lenders, banks, and insurance companies, which will furnish our customers with attractive terms, such as low interest rates, low closing costs and low premiums. Where permitted by law, we hope to receive a commission or referral fee from the financial service providers 980 for every new loan, insurance policy or other products for which our customers apply through e-Bill Manager. Under certain circumstances, we may be able to split our commissions or referral fees with our customers to further reduce fees assessed against them by the ~~financial~~year ~~service~~ended ~~providers. We envision that upon visiting e-Bill Manager and discovering the attractive terms we plan to offer~~December 31, ~~our customers will terminate existing relationships and will enter into new relationships with the financial service providers with which we are associated~~2003. WeThis ~~are~~consisted primarily ~~not~~of ~~currently~~networking aequipment ~~party to any affiliate agreements~~purchases. •Net ~~Administrative~~cash ~~Discount~~provided from ~~Agreements.~~investing ~~Where regulations do not permit reselling~~ activities, wewas ~~may enter into agreements with providers of household utility services~~$2,020 such as gas, electricity, refuse collection and water. Under these agreements, we propose to assume the administrative cost of generating the bills of the household utility service providers with which we associate in exchange for ~~them reducing our customers’ bills for such service by an equivalent amount. We would handle~~ the ~~presentment~~year and payment of such bills through e-Bill Manager. This service would be offered to our customers as a convenience. We are not currently a party to any administrative discount agreements. • Rebate Agreements. We may enter into agreements with retail businessesended December 31, such as grocery stores and gas stations, whereby our customers would receive rebates on purchases they make with a LightFirst co-branded credit card issued by a financial institution with which we may associate2002. A portion of such rebates would appear as credits on our customers’ e-Bill Manager account and could be used by our customers to pay other bills in e-Bill Manager. We would retain the balance of any rebates provided. We are not currently a party to any rebate agreements.

WeNet ~~believe~~cash ~~that~~provided ~~the~~by ~~successful~~financing ~~negotiation~~activities ofwas ~~biller~~$1,030,270 ~~agreements~~for ~~depends upon~~ the ~~expansion~~year ofended ~~our~~December 31, ~~customer base.~~2003 ~~Our strategy~~and $1, ~~therefore~~123,875 isfor tothe ~~add~~year ~~large~~ended ~~numbers~~December 31, ~~of customers~~2002. toFor ~~our~~the fiscal ~~network~~year ~~rapidly~~ending ~~upon~~December 31, ~~completion~~2003, ofcash ~~this~~from ~~initial~~financing ~~public~~activities ~~offering.~~consisted ~~We believe that the minimum number~~ of ~~customers necessary~~$1,195,987 toin ~~negotiate~~cash ~~volume~~received ~~discounts~~pursuant ~~will vary greatly from~~to ~~biller~~a ~~to biller. For example~~$1, ~~based on preliminary discussions~~500, we000 ~~believe~~line ~~that~~of ~~certain~~credit ~~billers~~from ~~will~~a ~~only~~shareholder, ~~begin~~and towas ~~provide us~~offset ~~with~~by ~~volume~~an ~~discounts~~increase ~~once~~in wedeferred ~~have~~offering atcosts ~~least~~of 50$184,~~000 customers~~315. ~~Other~~ ~~billers~~For ~~have~~the year ~~indicated~~ending toDecember 31, us2002, ~~that~~cash ~~they~~from ~~will offer us~~financing ~~discounts~~activities ~~based~~consisted ~~not~~primarily ~~solely~~of on$508,200 ain ~~fixed~~cash ~~schedule of subscriber~~received ~~minimums~~pursuant ~~but~~to ~~also~~a ~~based~~private ~~upon~~placement ~~our rate~~ of ~~growth.~~securities ~~We also believe that our ability to negotiate~~ and ~~finalize~~$689,000 ~~biller agreements~~in ~~will~~loans befrom ~~enhanced by our status as a public company~~stockholders.

~~LightFirst Co-Branded Credit Card~~33

Co-BrandedTable Credit Card. We intend to enter into an agreement with a major credit card company to offer our customers a co-branded credit card and have begun discussions with credit card companies to implement this service. The bill for this credit card will be payable on e-Bill Manager, and we hope to earn a merchant fee of up to 1% on purchases made with the card. At this time, we do not offer our customers a co-branded credit card, nor are we in discussions with any major credit card companies. Contents

~~Retail~~Year ~~Rebate~~Ended ~~Program. If~~December ~~we are able to offer our customers a co-branded credit card~~31, we intend to enable our customers to earn rebates when they make purchases with our co-branded credit card at businesses that participate in our retail rebate program. Within e-Bill Manager, we will identify businesses that participate in our retail rebate program. To earn rebates, our customers will make purchases at participating businesses with our co-branded credit card. We will use purchase data we receive from our credit card provider to calculate the amount of customer rebates, which we will then credit to customer accounts. Customers will be able to use these rebates to pay other bills. 2002

37 Net cash used in operating activities was $1,136,519 for the twelve-month period ended December 31, 2002, and $635,819 in 2001. In each period, the use of cash for operations primarily consisted of net operating losses offset by an accumulation of payables and accrued expenses.

~~Administrative~~In ~~Advantages~~2002, deferred revenues, an increase in trade payables, and an increase in accrued expenses partially funded our operating loss. In the partial year ended December 31, 2001, losses from operations were offset by a net realized gain on the sale of investments and increases in payables and accrued expenses. Non-cash items in the partial year ended December 31, 2001 included investments received as consideration for sale of common stock and the acquisition of a ~~Billers~~customer list, offset by deferred revenue.

~~Our~~Net ~~model~~cash isprovided ~~designed~~by toinvesting ~~eliminate~~activities was $2,020 for the ~~two~~twelve-month ~~main~~period ended December 31, 2002 ~~administrative~~and ~~obstacles~~$468,031 ~~associated~~in ~~with~~the ~~billers’~~partial year ended December 31, 2001. ~~participation~~In 2002, net cash provided by investing activities consisted of the sale of investments. Net cash provided by investing activities in ~~e-bill~~the ~~consolidation~~partial ~~services:~~year ~~software~~ended ~~system~~December 31, 2001 ~~incompatibilities~~primarily ~~and~~consisted ~~ACH~~of ~~payment~~proceeds ~~receipt~~from ~~complexities~~the sale of investments, offset by the purchase of investments, a customer list and property.

~~Software~~Net ~~System~~cash ~~Incompatibilities.~~provided by financing activities was ~~Under~~$1,123,875 for the ~~prevailing e~~twelve-~~bill consolidation~~month ~~model~~period ended December 31, 2002 ~~billers~~and ~~must~~$183,020 bein ~~able~~the topartial ~~transmit~~year ~~billing~~ended December 31, ~~information~~2001. toFor ethe twelve-~~bill~~month ~~consolidators~~period inended aDecember 31, ~~format~~2002, cash ~~that~~provided ~~allows~~by ~~for electronic~~financing ~~presentment~~activities consisted of ~~bills~~the tosale ~~consumers.~~of the ~~If a biller~~Company’s ~~software~~ ~~system~~common ~~cannot~~stock, ~~generate~~plus ~~information~~an inamount received from (and due to) a ~~format~~stockholder ~~that~~of isours pursuant to two promissory ~~compatible~~notes ~~with~~made ~~the~~by ~~e-bill~~us ~~consolidator’s~~in ~~software~~July ~~systems~~and November 2002, ~~then~~ ~~the~~respectively. ~~biller~~Cash provided ~~and~~by ~~consolidator~~financing ~~must~~activities ~~work~~for ~~together~~the topartial ~~develop~~year ended ~~additional~~December 31, ~~software~~2001 ~~that~~consisted ~~manages~~primarily ~~communication~~of ~~between~~ the ~~two~~sale of the ~~systems.~~Company’s ~~Many~~common ~~billers~~stock, ~~have~~plus ~~been~~an amount received from (and due ~~may~~to) ~~continue~~a stockholder of ours pursuant to betwo ~~unwilling~~promissory notes tomade ~~devote~~by ~~resources~~us toin ~~making~~July ~~this~~and ~~interaction~~November ~~possible~~2002, respectively.

~~Payment~~We ~~Receipt~~have ~~Complexities. Currently,~~not ~~billers~~generated ~~that~~any ~~allow presentment~~net ~~and~~cash ~~payment of their bills through third parties~~from ~~receive~~operations ~~random~~since ~~ACH~~our ~~payments~~inception. ~~from~~We ~~multiple customers and must~~ have ~~software~~funded ~~systems that decipher the information received~~operations ~~along~~primarily ~~with~~through anprivate ~~ACH~~sales ~~transfer for the purpose~~ of ~~crediting~~equity ~~the correct~~securities, ~~customer’s account. Developing a system to automate~~borrowings ~~the~~from ~~reconciliation~~third ofparties, ~~electronic~~deferred ~~funds~~salary ~~transfers~~arrangements with ~~payment~~our ~~information~~employees, ~~provided~~tax bypayment ~~consolidators~~deferrals ~~has been~~ and ~~may~~trade ~~continue to be cost-prohibitive to many billers~~payables.

~~Bulk~~Effects ~~Pre-Payment to Billers. We intend to incorporate certain terms into our agreements with billers that allow us to pre-pay the bills~~ of ~~our~~Contractual ~~customers.~~Obligations We intend to issue one payment per month to each biller for the full amount due for all of our customers’ accounts with that biller. We will then assume responsibility for generating the electronic bill using account activity information that the biller will provide to us. Although we believe this procedure may not entirely eliminate the need for coordination of systems between billers and ~~us, we~~ ~~believe~~Financing ~~that~~Activities iton ~~will remove the need to automate the ACH receipt~~Liquidity ~~process and that it will simplify the process of sharing~~ ~~customers’ billing information.~~

InThe ~~addition,~~following ~~our~~tables ~~proposed~~summarize ~~pre-payment~~our ~~structure~~contractual ~~provides~~obligations as of December 31, 2003, and the ~~following~~effect ~~benefits~~these obligations are expected to ~~billers:~~have on our liquidity and cash flows in future periods.

• reduces costs for billers by reassigning responsibility for bill creation and delivery to us and by eliminating delays in receipt of payment; and • reduces billers exposure to risks associated with potential default by customers and minimizes related collection expenses.



			Payments Due by Period

					Less than						More than
			Total		1 Year		1-3 Years		3-5 Years		5 Years


			(In thousands)
Contractual Obligations:
Short-Term Debt Obligations			$	1,330	$	1,330		—		—		—
Operating Lease Obligations			$	2,586	$	597	$	1,175	$	814		—

Other Short-Term Liabilities:
	Taxes		$	1,152	$	1,152		—		—		—
	Deferred Compensation		$	723	$	723		—		—		—

		Total	$	6,499	$	4,510	$	1,175	$	814		—

WeAs ~~believe~~of ~~that~~March 31, ~~these~~2004, ~~added~~we ~~benefits~~had ~~will~~cash ~~make~~of ~~participation~~approximately in$3,180. ~~our~~In ~~e-bill~~May ~~consolidation~~2001, ~~service~~we ~~more~~sold 1,200,000 shares ~~attractive~~of tocommon ~~billers~~stock ~~than~~for ~~participation~~$1,200,000 in ~~competing~~a ~~services~~private placement. We ~~that~~received domost ~~not~~of ~~offer~~the ~~these~~proceeds ~~added~~of ~~benefits~~this sale in 2002. During 2002, we borrowed $620,000 from a stockholder and issued two promissory notes totaling this amount and bearing an interest rate of 10%. These notes become payable on the earlier of January 1, 2005 or the closing of the offering. We believe that the holder of the notes, who is also a stockholder, will allow us to extend the maturity date 180 days past the current maturity date; however, no extension beyond

34 ~~Online Security~~

ToTable ensure a secure network environment for our e-bill consolidation services, we offer e-Bill Manager as a free add-on component of our dial-up Internet access service. While we do provide our customers with the option of accessing our online bill-paying application through the Internet if they so choose, the primary means by which our customers access e-Bill Manager is by dialing directly into our network and using e-Bill Manager. Information exchanged through e-Bill Manager via a direct connection to our network does not travel across the Internet, where it would be more vulnerable to interception. We believe that this direct connection option offers our customers enhanced security for their online transactions than Internet-based online bill payment services. In addition, we protect our customers’ confidential information by housing our databases in a high-security facility that utilizes security safeguards and disaster-recovery features. Contents

WeJanuary 1, ~~also~~2005 ~~employ~~is ~~the~~currently ~~following~~in ~~industry-standard~~effect and ~~security~~any ~~measures~~extension towill ~~protect~~be ~~the~~granted ~~privacy~~solely ofat ~~our customers and~~ the ~~integrity~~note ~~of our network:~~holder’s discretion.

	•	all servers protected by top-rated firewall and intrusion detection software;
	•	web access encrypted using SSL and 128-bit high-grade encryption technology;

In December 2002, we entered into a secured credit line agreement with a stockholder for $750,000 in credit, which bears interest at a rate of 9% and was to mature on December 12, 2003. In March 2003, this agreement was modified to increase the credit line to $1,500,000 and to extend the maturity date to December 12, 2004. In March 2004, this agreement was modified to increase the credit line to $3,000,000 and, in May 2004, the maturity date was extended to January 1, 2005. As of March 31, 2004, we had availed ourselves of $1,489,986 of this credit line and had $1,510,014 in remaining available credit. The terms of the credit line agreement allow the company to draw funds against the line of credit for any legitimate business purpose with three days’ notice, provided that the creditor, in his sole discretion, approves the request. In October 2003, the creditor executed a waiver that allowed us to defer interest payments due on our outstanding balance until the maturity date. All amounts outstanding under the line of credit loan agreement, including principal and accrued interest, become due and payable on January 1, 2005 or upon the occurrence of an acceleration event, as defined in the loan documents, including a successful public offering of the company’s stock.

38 During 2002 and 2003, we increased our liquidity by entering into a deferred compensation arrangement with certain of our employees. Pursuant to this arrangement, certain employees had agreed to defer receipt of compensation earned during the last quarter of 2002 until 2003. These employees subsequently agreed to extend their compensation deferral until after the closing of this offering. In addition, certain employees have agreed to defer receipt of compensation earned in 2003 until after the closing of this offering. Upon our receipt of the proceeds of this offering, we will pay our employees any amounts outstanding pursuant to this deferred compensation arrangement. As of March 31, 2004, the amount outstanding under this arrangement was approximately $858,000.

• We ~~e-mail~~have ~~protected~~an byoutstanding ~~top-rated~~tax ~~anti-virus~~liability ~~software;~~of approximately •$1,155,000 ~~network~~for ~~physically~~federal ~~protected~~and bystate ~~security~~taxes. ~~guards~~We are currently in negotiations for an offer of compromise or a payment schedule with both the federal and ~~24-hour~~state ~~video~~revenue agencies. ~~surveillance;~~The Internal Revenue Service and •Illinois ~~network~~Department of ~~operation~~Revenue ~~monitored~~have the authority to encumber our assets to protect their position relative to other creditors. We have received notice that the Illinois Department of Revenue has filed a lien. The Internal Revenue Service has not filed a lien on our assets but could do so at any time. Upon our receipt of the proceeds of this offering, we will pay all ~~times~~outstanding bystate ~~trained~~and ~~technicians~~federal taxes. We have begun the process of formally requesting an offer of compromise or payment plan from the Internal Revenue Service. We have retained tax counsel to advise us in this matter, and our ~~security~~counsel ~~specialists~~has filed the necessary application forms in connection with our request for an offer of compromise or payment plan. As of the date of this prospectus, we had not received a response from the Internal Revenue Service pursuant to our request. We are also in the process of negotiating with the Illinois Department of Revenue for a payment plan.

~~Sales~~We ~~and~~have, ~~Marketing~~to date, been in a development stage. We intend to use the proceeds of this offering to begin full deployment of our Internet access services in the Chicago area, which will entail the acquisition of subscribers on a large scale. If we receive the minimum offering proceeds, we intend to use the proceeds as follows:

~~Target~~• ~~Market~~Marketing and Sales. Our customer acquisition plan calls for marketing and sales costs to be approximately $4,000,000. This amount consists of payments that we intend to make to organizations participating in fundraisers and to participants in our Associate Program. • Capital Expenditures. We expect capital expenditures in support of these new subscribers to be approximately $1,000,000. This amount includes the cost of maintaining and developing our technology platform, including the purchase or lease of telecommunications, networking, and computer equipment, salaries for technical personnel, and software licensing fees. • Management Infrastructure. In order to fully develop our business plan, we must build our management and executive infrastructure, which we believe will necessitate the use of $3,000,000 in working capital through 2005. Building our management and executive infrastructure will entail

35 ~~Our target market for our e-bill consolidation~~ ~~services consists of women in middle-class families who have~~ ~~children in elementary school. Consumer surveys conducted~~ recently by research groups in the financial services industry reveal that women tend to pay the bills in most households. In contrast to men, we believe that women are usually reluctant to use online technology for the technology’s own sake, but instead use the Internet for practical applications, such as sending e-mail or reading news. We believe that members of our target market have purchased computers primarily for practical reasons, the most common of which is for their children’s educational use. We further believe that members of our target market are seeking new ways to use the computer themselves. Our e-bill consolidation service responds to this demand for an additional practical use for the home computer.

ToTable enhance the marketability of our dial-up Internet access service, which is an important component of our e-bill consolidation services, we offer our customers the following benefits and features: Contents

•hiring ~~Low~~a ~~Cost.~~chief Wefinancial ~~charge~~officer, ~~$6.95~~a ~~per~~chief ~~month~~operating ~~for~~officer, 40a ~~hours~~human ofresources ~~dial-up~~executive, ~~Internet~~product ~~access~~managers ~~service or $9.95 per month~~ for ~~unlimited~~individual ~~dial~~bill-uppaying ~~Internet~~products, ~~access~~and ~~service~~support staff. We ~~believe~~expect ~~that~~the ~~this~~expenditures ~~pricing~~associated ~~structure~~with isthe ~~highly~~addition ~~competitive.~~of •these ~~Content~~individuals ~~Filtering Available. Our customers can choose~~ to ~~block~~our orcompany ~~limit children’s access~~ to ~~adult~~include ~~content.~~salaries •for ~~Robust~~these ~~and~~new ~~Secure Network. In addition to a secure network environment~~employees, wethe ~~offer~~lease ~~connection~~of ~~speeds~~additional ~~equal~~office space to ~~the~~accommodate ~~highest~~these ~~dial-up~~additional ~~rates now available~~employees, and athe ~~low~~purchase ~~subscriber-to-connection ratio allows us to minimize busy signals. • Ability to Keep America Online at Same~~ or ~~Reduced~~lease ~~Cost. America Online’s “Bring Your Own Access” or “BYOA” program allows America Online customers to connect to America Online content using an Internet provider~~ of ~~their~~additional ~~own choosing for a reduced~~computers, ~~“content-only”~~office ~~price.~~equipment ~~Our~~and low pricing for Internet access allows our customers to maintain or reduce their monthly Internet costs if they choose to use their Internet access account with us to connect to America Online through “BYOAfurniture.~~” We do not maintain any relationship with America Online.~~

~~Direct~~ Pending ~~Contact~~such ~~Sales~~uses ~~Approach~~described above, the net proceeds of this offering will be invested in short-term, investment grade, interest-bearing securities. We believe that the net proceeds from this offering, together with other available cash, will be sufficient to meet the our operating expenses and capital requirements for at least the next 12 months. However, our capital requirements depend on numerous factors, including the rate of market acceptance of our services, our ability to expand our customer base, the level of resources required to expand our marketing and distribution organization, the availability of hardware and software provided by third-party vendors, and other factors. The timing and amount of such capital requirements cannot accurately be predicted. If capital requirements vary materially from those currently planned, we may require additional financing sooner than anticipated. We have no commitments for any additional financing, and there are no assurances that any such commitments can be obtained on favorable terms, if at all. Any additional equity financing may be dilutive to our stockholders, and debt financing, if available, may involve restrictive covenants with respect to dividends, raising future capital, and other financial and operational matters. If we are unable to obtain additional financing as needed, we may be required to reduce the scope of our operations or our anticipated expansion.

WeIf this offering is not completed before December 31, 2004, we believe that ~~the~~our ~~limited~~cash ~~success~~on ofhand, ~~other~~the ~~online~~remaining ~~bill~~available ~~presentment~~credit ~~and~~pursuant ~~payment~~to ~~services~~our iscredit ~~due~~line, and our employees’ continued participation in ~~part~~the todeferred ~~their~~compensation ~~failure~~program will provide sufficient funds to ~~develop~~meet ~~effective~~our working ~~strategies~~capital ~~for~~requirements ~~reaching~~and ~~the~~contractual commitments until ~~target~~December 31, ~~market~~2004, ofprovided ~~women~~that we are successful in obtaining ~~middle-class~~the ~~families~~payment ~~with~~plans ~~children~~and inextensions that we are currently ~~elementary~~attempting ~~school~~to negotiate. We ~~believe~~will ~~that~~also fund our ~~target~~working ~~market~~capital needs, ~~must~~in bepart, with revenues generated from our operations. We ~~convinced~~are touncertain ~~expand~~as ~~their~~to ~~view~~our ofability ~~the~~to ~~home~~continue ~~computer~~as ~~from~~a ~~one~~going inconcern ~~which~~during ~~the~~2005 ~~home~~if ~~computer~~we isdo ~~merely~~not ancomplete ~~educational~~this ~~aid~~offering or ~~an expensive~~if ~~toy~~we are unable to ~~one~~secure inadditional ~~which~~funds ~~the~~either ~~home~~under ~~computer~~our isexisting credit afacility ~~tool~~or ~~for managing~~under ~~household~~a ~~finances~~new ~~and~~credit ~~saving money~~facility.

~~We believe that mass~~Market-~~media~~Related ~~marketing has failed to reach the target market because it relies on passive, indirect contacts. Consequently, our marketing approach is active~~ and ~~brings~~Other ~~us into direct contact with our target market.~~Risks ~~We plan to introduce ourselves to members of our target market~~ by sponsoring fundraising activities hosted by organizations related to or affiliated with schools, such as parent-teacher organizations and school clubs, as well as community organizations, such as libraries and community centers. At such fundraising activities, members of our target market will be invited to subscribe for our dial-up Internet access service in exchange for us making a cash donation to the host organization for each dial-up Internet access service subscription obtained at the fundraiser that continues for at least 90 days.

39 We currently have no floating rate indebtedness, hold no derivative instruments, and do not earn foreign-sourced income. Accordingly, changes in interest rates or currency exchange rates currently do not have a direct effect on our financial position. To date the effects of inflation on us have been immaterial.

36 ~~Unlike other direct marketing strategies, which~~ ~~we believe many consumers regard with suspicion, we expect~~ ~~members of our target market to view solicitations at our~~ ~~fundraisers to be safe and inviting because:~~

•Table solicitationsof will be made to potential customers in familiar settings; • solicitations will be coupled with an opportunity to obtain a donation for schools or community organizations with which potential customers are affiliated; • teachers and other parents participating in the fundraiser may already be our customers, so potential customers can consult with people that they know to learn more about us; • customers can keep their America Online subscriptions with no increase in their total monthly Internet access costs; • customers can keep their existing e-mail addresses, if they use a free web-based e-mail service, such as that provided by Hotmail or Yahoo; and • we will have worked to develop a reputation for benevolence through programs that benefit educators, students, and disadvantaged families.Contents

~~We believe that the above factors will help to~~BUSINESS ~~motivate our target market to subscribe for our dial-up Internet~~ ~~access service, which we believe will in turn make them customers for our e-bill consolidation services.~~

We have developed a new model for consolidated electronic bill presentment and payment services, or e-bill consolidation services. Most e-bill consolidation companies focus on promoting and, in many cases, charging a fee for the convenience of paying all or most bills online in one place. Our model ~~Direct~~focuses on using the e-~~Contact~~bill ~~Marketing~~consolidator’s intermediary ~~Representatives~~position between its customers and their billers to provide benefits to both groups that would not otherwise be available to individual members of either group. Through this approach to e-bill consolidation, we intend to provide not only increased convenience, but also discounts and money-management advantages to consumers, and administrative and economic benefits to billers.

We ~~deliver~~intend ~~our~~to ~~marketing~~combine ~~message~~our ~~through~~individual customers into a single purchasing alliance whose size and strength we ~~community-based~~believe ~~direct-contact~~will ~~marketing~~allow ~~force~~us to negotiate with billers for volume discounts and other tangible benefits. In addition, ~~which~~our ismodel provides ~~made~~unique uppayment programs that are designed to simplify ofthe ~~participants~~money-management ~~whom~~process wefor ~~call~~consumers ~~City~~by ~~Managers~~allowing them to receive instant financing to pay bills that are due. ~~Generally~~For our customers, we ~~define~~believe that this arrangement will eliminate late apayments ~~community~~to asbillers ~~the~~and ~~territory~~associated ~~within~~monetary apenalties, ~~particular~~minimize adverse ~~zip~~credit ~~code~~reporting, and provide increased flexibility with werespect ~~recruit~~to ~~one~~due ~~City~~dates. ~~Manager~~At ~~per~~the ~~community~~same ~~that~~time, we ~~plan~~intend to ~~enter.~~make our ~~City~~e-bill ~~Managers~~consolidation ~~participate~~service inan ~~the~~attractive ~~LightFirst~~vehicle ~~Associate~~for ~~Program,~~billers ~~which~~to isdistribute abills ~~community~~to ~~enrichment~~their ~~initiative~~customers ~~designed~~by toproviding ~~increase~~them with ~~awareness~~administrative ofbenefits, ~~our~~including ~~company~~pre-payment ~~and~~of customers’ ~~our~~bills ~~services~~with inone payment. For the ~~communities~~billers, we ~~serve.~~believe ~~City~~that ~~Managers~~our ~~are~~pre-payment ~~responsible~~program ~~for~~will ~~introducing~~also ~~our~~relieve ~~various~~the ~~community~~burdens ~~programs~~associated with processing payments, collections, and, in ~~their~~some ~~respective~~cases, ~~territories~~defaults on payments by consumers.

WeTo ~~recruit~~consumers ~~people~~using toour service, our bill payment platform will be ~~City~~an ~~Managers~~online ~~who~~location ~~are~~where they can come to pay ~~active~~their ~~participants~~bills, inorder ~~community~~new ~~organizations~~products and ~~have affiliations~~services, ~~with~~cancel ~~groups~~services, make ~~that~~account ~~are~~changes, ~~likely~~view totheir bepayment ~~meaningful~~history, arrange to ~~members~~borrow ofmoney ~~our~~to ~~target~~pay ~~market.~~bills, ~~Our~~delay ~~marketing~~payment ~~approach~~due ~~stresses~~dates without ~~community~~penalties, ~~involvement~~ and ~~face-to-face~~receive ~~contact~~discounts ~~with~~on ~~potential customers~~many of their bills. WeThe household ~~believe~~products ~~these~~and ~~techniques~~services ~~constitute~~whose abills ~~marketing~~we expect will be ~~strategy~~payable ~~that~~through isour ~~better~~e-bill ~~suited~~consolidation ~~for~~system ~~the~~include utilities, ~~distribution~~telecommunications ofservices, ~~our~~insurance, financial services, ~~than~~such ~~mass-media~~as ~~marketing~~mortgages, ~~campaigns.~~loans, ~~During~~and ~~the~~credit ~~past year~~cards, weand others. ~~have~~Currently, ~~focused~~our ~~heavily~~customers onare ~~recruiting~~required ~~City~~to ~~Managers,~~pay ~~and~~the bill asfor ofour ~~June 30,~~Internet ~~2003,~~access weservice ~~had~~using ~~160~~our ~~City~~bill-paying ~~Managers~~system.

~~The~~We ~~primary~~also ~~community~~intend ~~programs~~to enter into agreements with the providers of household services that ~~our~~will ~~City~~not only allow us to ~~Managers~~offer ~~use~~discounts, rebates, or advantageous terms on these services to ~~generate~~our ~~awareness~~customers, but will also allow us to earn revenue when the bills for these services are paid through our system. Our model provides for revenue of several types: markups on products and services that we purchase in bulk and resell at a discount, retention of a portion of the rebates and discounts that we negotiate for our customers, and referral fees or commissions that service providers offer us for introducing their services ~~are~~to our customers. We may also earn revenue by selling products that we originate ourselves, such as dial-up ~~follows:~~Internet access. To date, we have earned all of our revenue by providing dial-up Internet access services to households in the Chicago metropolitan area.

• Our ~~Fundraisers.~~objective ~~City~~is ~~Managers~~to ~~help~~take ~~organizations~~advantage ~~set~~of upthe ~~and~~growth that ~~run~~is ~~fundraisers.~~predicted ~~Public~~for ~~and~~the ~~private~~e-bill ~~schools,~~consolidation asmarket ~~well~~by transforming ase-bill ~~other~~consolidation ~~community~~into ~~organizations,~~a ~~can~~money-saving ~~associate~~tool ~~with~~for consumers ~~our subscription drives~~ and ~~earn~~by ~~between~~incorporating ~~$25~~unique toelements ~~$50~~that ~~for~~we ~~each~~believe will ~~person~~compel ~~who~~consumers ~~subscribes~~to ~~for~~try our service ~~for a period of at least 90 days~~. ~~City~~In ~~Managers~~recent ~~offer organizations advice~~years, ~~resources,~~the market ~~publicity,~~for ~~and~~electronic ~~fundraising~~bill ~~expertise.~~presentment ~~In exchange, we gain new customers~~ and ~~generate~~payment ~~goodwill~~services ~~within~~has shown aslow, ~~community.~~steady ~~• Disadvantaged Student Program. As part of our fundraiser program~~growth, webut ~~intend~~industry toanalysts ~~provide~~predict ~~free~~that the ~~dial-up~~rate ~~Internet access to students identified by participating schools as disadvantaged or in need~~ of ~~special~~growth ~~assistance.~~will ~~The~~increase ~~benevolent~~sharply ~~aspect~~over ofthe ~~this~~next ~~program allows City Managers to stress our community commitment when speaking with potential fundraiser hosts~~few years. •For ~~Student~~example, ~~Internship~~it ~~Program.~~has ~~City~~been ~~Managers~~predicted ~~may~~that ~~recruit~~penetration ~~participants~~of online ~~for~~bill-paying ~~our~~services ~~Student~~will ~~Internship~~increase ~~Program.~~from ~~Through~~17% ~~this program, we intend~~ to ~~hire~~55% ~~high~~of ~~school~~the adult ~~and~~population ~~college~~within ~~students~~four ~~with computer experience to provide technical support to our customers~~years.

40 We expect that the majority of growth in the use of online bill paying services will occur among adult women who are the primary managers of finances for their households. A recent study by a leading market research firm showed that women are in control of 75% of household finances and 80% of purchasing decisions. We intend to use our product to provide tangible benefits to women in the area of household finance management and, thereby, to attract a significant portion of the growing market.

• Educator Discount Program. Through our Educator Discount Program, we intend to offer teachers, school principals, teachers’ aides, and other educators a discounted rate on our dial-up Internet access service. City Managers can promote our Educator Discount Program as a community service and use it as a means to initiate contact with school personnel. • Community Business Directory. We are developing a community business directory that will allow our customers to search for businesses in their community. We will solicit local businesses to participate in our directory at no charge. We expect that City Managers will be able to use the community business directory as a means to initiate contact with local businesses to generate awareness about our services among local businesses. • Internet Training Courses. We are developing community training programs to provide free classes in basic Internet skills. With the help of City Managers, we will recruit instructors from the pool of teachers to whom we provide dial-up Internet access service to teach such classes. We intend to offer classes at local schools and libraries, which we hope will donate the use of their facilities to us. The purpose of our Internet training program is to generate community awareness about our services and to provide our customers with a helpful, community-oriented service.37

GeographicalTable Marketof Contents

~~Members~~Our ~~of our~~ target market ~~tend~~consists toprimarily ~~reside~~of inwomen ~~suburban neighborhoods. We plan to introduce our e-bill consolidation services,~~ with ~~the~~elementary ~~help~~school ~~of City Managers, on a town-by-town basis, concentrating on the suburbs of large U~~children.~~S. cities.~~ We ~~currently~~market ~~operate~~our inservices ~~the Chicago metropolitan area~~directly ~~and have begun~~ to ~~implement the first stages of our marketing plan in~~ this ~~market.~~target Ingroup ~~order~~through ~~to maintain steady growth, we plan to expand beyond the Chicago metropolitan area to new markets. We have identified~~ a ~~number~~community-based ofawareness ~~metropolitan areas~~ program that we ~~believe~~ ~~have~~call the ~~demographic~~“LightFirst ~~characteristics~~Associate ~~necessary for the successful marketing and adoption of our e-bill consolidation services~~Program. ~~There are many factors that may affect our decision to~~” ~~enter~~Through ~~some or all of these additional markets, including the outcome of further research relating to these markets, the success of~~ this ~~offering~~program, ~~and future economic and market conditions. Although~~ we ~~intend~~engage toindividuals ~~expand~~who ~~into~~are ~~additional~~active ~~metropolitan~~participants ~~areas,~~in wecommunity doprojects ~~not~~to ~~believe~~help ~~that~~introduce our ~~business plan is~~ ~~dependent~~services ~~upon~~to ~~our~~members ~~expansion~~of ~~beyond~~their ~~the~~respective ~~Chicago metropolitan area~~communities.

~~Customer~~Our ~~Service~~Competitive ~~and Technical~~Position ~~Support~~

~~Our~~We ~~customer~~believe ~~service~~that ~~and~~we ~~technical~~are ~~support~~well ~~model is~~positioned ~~designed~~ to ~~keep~~attract customers ~~costs~~because ~~low~~of ~~while retaining~~ the ~~ability~~following ~~to scale~~competitive ~~rapidly to accommodate growth.~~strengths:

~~Online~~• ~~Registration,~~Economic ~~Quick Setup Program, and LightFirst Launcher~~Benefits. ~~We allow~~Our ~~new~~model ~~customers with existing Internet access to simplify the account creation process with us by registering online~~ for ~~our~~ ~~dial~~e-upbill ~~Internet~~consolidation ~~access~~will ~~service.~~introduce ~~Because~~economic ~~the~~benefits ~~majority~~for ~~of technical~~consumers ~~support calls that we receive relate~~ to ~~the~~commence ~~initial registration~~paying ~~and~~bills ~~setup process~~online, we have developed a proprietary software application called Quick Setup Program that automates most of the initial setup process. Our Quick Setup Program automatically configures with our account settings the browser and dialer software on a customer’s computer. Our Quick Setup Program also helps lower costs by reducing the number of setup-related technical support calls we receive. including:

~~Our~~• ~~Quick~~discounts ~~Setup~~on ~~Program~~their ~~installs~~monthly ahousehold ~~proprietary software~~bills; ~~program~~• ofrebates ~~ours~~on ~~called~~purchases ~~LightFirst~~made ~~Launcher~~at onparticipating ~~a customer’s~~retail ~~computer.~~businesses; ~~LightFirst~~• ~~Launcher~~assistance ~~simplifies technical~~in ~~support~~arranging ~~calls~~for byinstant ~~allowing~~credit ~~our customers~~ to ~~control~~pay ~~and change~~bills ~~all~~if ~~relevant~~needed; ~~web~~• ~~browser,~~reduction ~~dialer,~~or ~~and~~elimination ~~operating system settings from the same application. Because LightFirst Launcher reduces the number~~ of ~~mouse~~late ~~clicks~~fees, ~~per~~overdraft ~~task~~charges, ~~it allows us to reduce support call times~~ and ~~associated~~other ~~costs.~~penalties; ~~LightFirst Launcher~~• ~~also~~prevention ~~helps~~of ~~our~~adverse ~~customers~~credit toreporting; ~~perform certain potentially complicated tasks, such as creating~~ and ~~managing~~• ~~multiple~~no ~~family accounts~~monthly onor ~~one~~per-transaction ~~computer,~~fees ~~without~~for ~~assistance~~e-bill ~~from~~consolidation ~~our technical support staff~~service.

~~30-Day~~We ~~Free~~believe ~~Trial~~that ~~Membership. We~~these added benefits will make our service more attractive to the target consumer than competing services that do not offer ~~new~~such ~~customers~~economic benefits. Most competing services rely solely upon the ~~opportunity~~ promise of increased convenience to ~~try~~attract ~~our~~customers, ~~dial-up~~and ~~Internet~~we ~~access~~believe ~~service~~that ~~for~~most ~~30 days~~have ~~at no~~had ~~charge~~only limited success in doing so. ~~The~~We ~~purpose~~believe that members of our target market, who are responsible for managing the ~~trial~~finances ~~membership~~of istheir respective households, are motivated more by economic interest than by convenience, and are likely to ~~remove~~try a ~~potential~~ service that can save them money on their bills.

41 • Direct-Contact Community Marketing. Most entrants into the e-bill consolidation market to date have employed traditional mass-media marketing campaigns, including television and radio advertising and website banner advertisements, to attract customers. Although these efforts have, we believe, heightened consumer interest in online bill-paying products, they have not led to widespread adoption of e-bill consolidation services. We believe that our community marketing channel and our direct-contact approach will be a more effective means of distributing our product to our target customers than the mass-media marketing efforts of others, because they maximize opportunities for our representatives to have face-to-face interactions with potential customers in settings that promote enhanced interest in our services, such as schools or community organizations. • Internet Access and E-bill Services Combined. We believe that our combination Internet access/e-bill consolidation service will provide a number of advantages over our competitors’ e-bill consolidation websites, including the following:

~~financial~~• ~~obstacle~~Our tonetwork ~~customer~~provides ~~acquisition~~enhanced security for confidential information by ~~making~~ itallowing ~~easier~~users to connect directly, thereby eliminating the need for ~~customers~~confidential information to ~~start~~travel ~~using~~through ~~our~~computers ~~dial-up Internet~~owned ~~access~~by ~~service~~parties ~~right~~unaffiliated ~~away~~with us. ~~Once~~• aOur ~~customer~~network ~~has~~provides ~~used~~an opportunity to train our ~~dial~~ customers to follow online bill-uppaying procedures. We require our Internet access ~~service~~customers to pay the bill for ~~30 days,~~our weInternet ~~believe~~service ~~he or~~online ~~she~~using ~~will~~our ~~decide~~Internet ~~that~~access itbill isas ~~equivalent~~an educational tool to ~~competing~~allow ~~services and~~customers to learn how to use our ~~low~~system ~~monthly~~at ~~cost~~their isown pace before making it their primary bill-paying tool. Once the habit of paying one bill a ~~bargain~~month has been established, we believe it will be easier to convince customers to begin paying additional bills online.

~~Student~~• ~~Internship~~Superior ~~Program. In~~Customer ~~addition to generating community goodwill, our Student Internship Program offers us other benefits~~Support. ~~The~~We ~~knowledge~~believe ~~needed~~that toproviding ~~provide~~effective technical support ~~to most of our customer queries~~ is ~~specialized~~crucial ~~but not highly technical. We believe that high school students and college students are ideal candidates for this task because they tend~~ to be ~~proficient with computers and keep abreast of changing technology. Moreover,~~ our ~~experience has shown us that the daily productivity of technical support staff diminishes rapidly after four hours of service~~success. ~~Accordingly,~~We wehave ~~believe~~developed ~~that our~~ technical support ~~function~~tools ~~is enhanced by staffing it mostly with student interns who desire a part-time work schedule~~ and ~~thus~~ dostrategies ~~not work a full eight-hour day. Similarly, our experience has shown~~ that ~~job satisfaction tends to decrease among technical support staff over time, which degrades the level of technical support provided to customers. However,~~ we ~~believe~~ ~~that the pool of potential student intern candidates on which we can draw is deep and renews regularly. Accordingly, we~~ believe we will ~~avoid~~allow ~~the~~us ~~problem of declining productivity by staffing our technical support function with students who, by their own choosing, do not plan~~ to ~~be in the position for a long time.~~

38 ~~Virtual Call Center.~~ ~~Our Virtual Call Center allows our~~ ~~student interns to provide technical support services from their~~ homes using telephone connections that we subsidize. We have developed a proprietary call management software called Call Center Monitor, which allows remote technical support staff to retrieve and answer customer requests for technical support. Call Center Monitor provides us with management tools that allow our full-time technical support supervisors to manage the activities of our student interns remotely. Because our costs for physical implementation, recruitment, and training are low, our Virtual Call Center model can scale rapidly as our customer base grows.

Log-inTable Assistant. Asideof from initial configuration difficulties, the most common reason for customers to call technical support is to retrieve forgotten passwords. We have developed a proprietary software application called Log-in Assistant that enables customers who have forgotten their passwords to obtain a password reminder without calling technical support. Contents

42 minimize costs while maximizing effectiveness of our support efforts. Our technical support advantages include:

~~Revenue~~ • A virtual call center, whereby support representatives work from remote locations using their own computers. Our virtual call center model eliminates the overhead associated with operating a physical call center. • A student internship program, whereby we hire computer-savvy high school and college students to provide technical support to our customers. The internship program allows us to reduce training and recruitment costs, because we draw from a large pool of candidates who are already knowledgeable about the technology our customers use. • Several proprietary software applications that we have developed to allow customers to solve common problems or perform common tasks themselves, without the intervention of a technical support representative.

We believe ~~our~~that ~~position~~the asabove anmeasures ~~intermediary~~will allow us ~~between~~to ~~our~~provide ~~customers~~support ~~and~~to ~~providers~~our ofcustomer ~~household~~base ~~products~~that ~~and~~is superior than ~~services~~that ~~will~~provided ~~allow~~by usour tocompetitors ~~earn~~and ~~revenue~~that onpromotes long-term customer ~~transactions performed~~satisfaction ~~using~~and ~~e-Bill~~retention ~~Manager.~~at Wecosts ~~anticipate~~that ~~having several~~are ~~distinct~~significantly ~~primary~~less ~~revenue~~on ~~streams,~~a ~~which~~per-customer ~~are~~basis ~~summarized~~than inthose ~~the table~~of ~~below~~our competitors.

Revenue Stream	Description	Examples
1. Reseller Revenue	We plan to buy household services at wholesale prices and resell them to our customers at a markup.	• local telephone • long distance telephone • cellular telephone • electricity and natural gas • cable and satellite television
2. Referral and Commission Revenue	We plan to earn commissions and referral fees, subject to applicable law, from vendors of products and services to which we introduce our customers.	• home mortgages • automobile loans • personal loans • insurance policies
3. Administrative Discount Revenue	We may be able to retain a portion of any administrative discounts that we can negotiate for our customers.	• electricity and natural gas • refuse collection • water
4. Rebate Revenue	We intend to retain a portion of rebates earned by our customers by using the co-branded credit card we intend to offer to purchase products and services from selected vendors.	• grocery stores • gas stations • clothing stores • bookstores • department stores
5. Traditional Sales Revenues	We earn revenue by selling services that we originate ourselves.	• dial-up Internet access service

Our Strategy

~~Plan~~Our goal is to become the premier e-bill consolidation service in the United States by controlling the means by which our customers receive, review, and pay bills online and using this control to sell products and services to our customers. Our activities to date have been focused on building our channel of ~~Operation~~distribution. ~~for~~We ~~Fiscal~~intend ~~Year~~to execute the ~~2003~~following strategy as we move forward:

~~Our~~• ~~goal~~Complete ~~for~~Initial Public Offering of Securities. We believe that an important step in gaining the ~~remainder~~confidence and support of members of our ~~current~~target ~~fiscal year~~audience, the community organizations with which we work, and prospective strategic partners, is to ~~continue~~become toa ~~increase~~publicly held company. To that end, we have filed a registration statement with the ~~size~~Securities and Exchange Commission, of ~~our~~which ~~Internet~~this ~~dial-up customer~~prospectus ~~base~~is a part. ~~Upon~~• Enter into Strategic Partnership Agreements. We believe that the ~~completion~~growth of ~~this~~our ~~offering~~customer base, should it occur, will allow us to negotiate with providers of goods and service for discount pricing and advantageous terms. We believe that a successful initial public offering will further these negotiations. • Establish Financing Relationships. We intend to enter into an arrangement with a commercial lending institution for a line of credit secured by accounts receivable with which we will finance the bulk pre-payments to billers that we intend to ~~begin~~make. We also intend to establish a relationship with a consumer lending institution that will extend credit to our customers to pay their bills. We believe that these relationships will allow us to streamline online bill-paying procedures for our customers. • Negotiate Bulk Pre-Payment Terms with Billers. We propose to pay each biller in advance each month with one payment for the ~~widespread~~full ~~deployment~~amount ofdue ~~school~~to ~~fundraisers, supported~~that biller by our customers. We believe that this will allow us to relieve administrative complications associated with billers’ participation in e-bill consolidation services. • Continue to Recruit City Managers, ~~across~~and Community Associates. City Managers and Community Associates will continue to serve as our marketing representatives in communities by articulating the ~~Chicago~~benefits ~~metropolitan area~~of our e-bill consolidation service directly to prospective customers. • Continue to Establish Community and School Relationships. City Managers establish relationships with schools and community organizations that are important to prospective customers and, thereby, create opportunities for interaction with ~~the~~such ~~aim~~customers. of• ~~rapidly~~Complement ~~expanding~~America Online. To avoid competition with America Online, we will market our ~~customer~~Internet ~~base.~~ access service as a way to use America Online’s “Bring Your Own Access” or “AOL for

39 ~~As the size of our customer base increases, we~~ ~~intend to look to lease additional networking equipment and~~ ~~telecommunications services to accommodate such growth. Growth~~ in our customer base will also likely necessitate the hiring of additional employees or independent contractors to provide technical support, accounting, and networking services. We expect to begin adding equipment and personnel within the next six to twelve months. At the same time, we will seek to enter into agreements with vendors of products and services so that we can commence offering our customers discounted products and services via e-Bill Manager.

IfTable our customer acquisition efforts in the Chicago metropolitan area proceed as planned, we intend to commence efforts to enter up to four new metropolitan markets. Expansion into new markets will require the acquisition of office space, equipment, and networking facilities and the addition of staff, primarily in administration and sales, to operate our satellite offices and introduce our programs and services in those markets. Contents

WeBroadband” ~~believe~~reduced ~~that~~pricing plan. This will enable our customers to use our dial-up or broadband Internet access service while retaining access to America Online content. • Continue to Build Our Customer Base. Through the ~~proceeds~~marketing efforts of ~~this~~our ~~offering will~~City beManagers, ~~sufficient~~we plan to ~~cover~~add customers for our ~~anticipated~~Internet ~~operations~~access ~~during the~~service ~~next~~rapidly. ~~12 months~~• Require Payment of One Electronic Bill Each Month. We train our customers to pay at least one bill electronically — our bill for Internet access service — using e-Bill Manager, ifthereby ~~the~~fostering ~~minimum~~an electronic bill-~~offering~~paying ~~amount~~habit ~~is obtained~~in our customers. • Provide More Opportunities to Save Money. Through strategic partnership arrangements we intend to enter into, we plan to offer our customers more opportunities to pay discounted bills on e-Bill Manager. • Provide Superior Customer Care. We believe we provide superior technical support, which we expect will foster customer loyalty.

43 Our History

~~Technology~~We incorporated in the State of Delaware in April 2001 and set out to create an e-bill consolidation service that would appeal to middle-class families, which we believe is an under-exploited market. In April 2001, we purchased from Avenew.com, Inc., approximately 6,000 customer accounts to provide dial-up Internet access service. Avenew.com, Inc. was an Internet service provider in Chicago and four other metropolitan areas that was liquidated under federal bankruptcy laws. At the time that we purchased customer accounts from Avenew.com, Inc., our president and chief executive officer Martin P. Gilmore was also the president and chief executive officer of Avenew.com, Inc. Since May 2001, we have been providing dial-up Internet access service to approximately 9,000 customers in the Chicago metropolitan area, approximately 1,900 of which are in our disadvantaged student program and pay no fee for our service. See “— Our Internet Access Services.” We have grown our customer base primarily by word of mouth but also through limited pilot marketing efforts. In August 2001, we began hiring sales directors to recruit City Managers to market and manage the introduction of our dial-up and broadband Internet access service and e-bill consolidation service in their respective territories. As of March 31, 2004, we have entered into independent agent agreements with approximately 100 City Managers in the Chicago metropolitan area.

WeIndustry ~~have invested in the telecommunications and~~Background ~~computer equipment necessary to build a network that will~~ accommodate a large customer base. Our network is designed to grow on a modular basis in order to accommodate rapid expansion. Our centralized network management design allows remote monitoring of geographically distant networks from one centralized operations center.

~~Competition~~ Traditional Bill Presentment and Payment Process

The ~~online~~dominant method of bill presentment and payment ~~market~~in the United States today is anthe ~~emerging~~traditional, ~~industry~~paper-based method. Under this method, businesses that bill their customers for products or services, which we refer to in this prospectus as billers, present bills to their customers by delivering paper bills to those customers through the mail. Customers, in turn, pay paper bills by delivering paper checks to billers through the mail. The traditional, paper-based method of bill presentment and itpayment ~~continues~~is a slow process. A paper bill or paper check typically takes between three and five days to reach ~~evolve~~its destination. WeThe ~~expect~~traditional, paper-based method of bill presentment and payment is also expensive. For example, it is estimated that wegenerating ~~will~~a print bill and mailing it to a ~~face~~customer ~~increased~~costs ~~competition~~a inlarge ~~the~~biller ~~future~~between $0.75 ~~Our~~and ~~current~~$1.25 per bill, ~~competitors~~and ~~include:~~that approximately 17 billion bills are mailed to consumers each year.

•Electronic ~~CheckFree~~Bill Corporation, which is the largest electronic bill payment and processing company in the United States, with approximately five million customers. CheckFree generates electronic bill payment and processing revenues through subscriber fees, collected from service distributors, and transaction fees, collected from billers. • Banks with e-bill presentment and payment services, such as Bank of America, Bank One Corp, Wells Fargo and Fleet-Boston Financial Corp. Many banks have joined with a non-bank technology partner in order to provide their customers with e-bill presentment and payment services. • Private Internet payment facilitators that are usually backed by venture capital firms in partnership with technology companies. Most of our competitors in this category propose to earn revenues from monthly and per-transaction fees.Consolidation

WeFor ~~believe~~approximately ~~that~~two decades, companies have been attempting to replace the ~~factors~~paper-based ~~determining~~method ~~success~~of bill inpresentment and payment with a fully computerized bill-paying method. These attempts have led to the development of e-bill consolidation, which allows customers to receive electronic bills and transmit payments for those bills electronically via a network connection using a single online application. E-bill consolidation ~~payment~~services ~~industry~~propose ~~include~~to provide the following benefits to consumers: make bills accessible online at a single location, allow access to bills from any location at any time, eliminate cost and time delays

• reputation for reliability of service; • effective customer support; • pricing; • easy-to-use software; • geographic coverage; • scope of services; and • the timing and introduction of new products and services.40

AlthoughTable we believe that we can compete favorably with respect to the factors identified above, many of our competitors may have advantages over us with respect to specific factors. We currently compete with established online service and content providers and numerous regional and local commercial Internet access service providers. We also compete against companies that offer low-cost Internet access services or free products, such as personal computers, bundled with, or as promotions for, Internet access services. Furthermore, we expect that more companies will begin to offer such services or products in the future. We also compete with, and expect increased competition from, telecommunications service providers. These companies generally have far greater resources, distribution channels, and brand awareness than we do. They also can have lower costs than we can because they own or control the telecommunications services that we must purchase on the open market. Contents

~~Our~~associated ~~dial-up Internet access service also competes~~ with ~~alternative~~traditional ~~Internet~~postal ~~access products~~delivery, ~~such as DSL (Digital~~ ~~Subscriber~~simplify ~~Lines)~~record ~~and cable Internet connections~~keeping, ~~both~~and ofeliminate ~~which offer faster, dedicated connections known as broadband access. At~~ the ~~present~~need ~~time,~~for ~~these~~storage ~~services cost approximately four to~~of ~~eight~~paper ~~times~~bills. ~~more~~As ~~per~~the ~~month~~penetration ~~than~~of ~~our~~personal ~~dial-up~~computers and Internet access ~~service.~~ Ininto ~~addition,~~consumer ~~DSL~~households ~~has~~grew ~~limited availability~~ in ~~some~~recent years, ~~areas.~~industry Weanalysts ~~believe~~predicted that ~~the~~a ~~high~~great ~~cost~~demand ~~and~~would ~~limited availability of~~develop ~~broadband~~for ~~products will prevent them from displacing dial~~e-~~up Internet~~bill ~~access~~consolidation ~~as the primary mode of home Internet access among our target market~~services. ~~However, improvements in the~~ ~~affordability and availability of broadband products in~~

44 The Challenge of e-Bill Consolidation Services

Entrants into the ~~future~~e-bill ~~could~~consolidation ~~force~~services market ushave tomet ~~add~~with anumerous ~~broadband~~challenges that have, to date, ~~access~~caused results to ~~our~~fall ~~Internet~~short ~~access~~of ~~offerings~~optimistic predictions. AtWould-be e-bill ~~present,~~consolidators we have nohad difficulty engaging both billers ~~plans~~and tobill-payers ~~offer~~in ~~broadband~~the ~~Internet~~e-bill ~~access~~consolidation ~~services~~process.

~~Intellectual~~Billers. ~~Property~~In order to present bills electronically to consumers, e-bill consolidators must rely on billers to transmit customers’ bills to them electronically for online presentment. Many billers have resisted allowing third-party consolidators to present their bills to customers for payment for a number of reasons, including the following:

We• ~~regard~~They ~~our~~may ~~e-bill~~perceive ~~consolidation~~the ~~services~~participation ~~as proprietary~~of ~~and~~a ~~rely~~third onparty in the bill-paying process as a ~~combination~~threat to their control of ~~methods~~the tocustomer’s ~~protect~~account; ~~our intellectual~~• ~~property,~~They ~~such~~may aslack ~~copyright,~~the ~~trademark~~resources ~~and~~or ~~trade secret~~be ~~laws,~~unwilling asto ~~well~~expend asresources ~~employee~~to develop software and ~~third~~systems ~~party~~that ~~nondisclosure agreements.~~interact Atwith ~~this~~the ~~time,~~consolidator’s wesoftware doand ~~not~~systems; ~~hold~~and ~~any~~• ~~patents,~~They ~~nor~~may dolack ~~we have~~the ~~any~~ability ~~patent~~to ~~applications~~manage ~~pending~~the process of receiving electronic payments from customers.

~~Legal~~Bill-Payers. Although ~~Proceedings~~surveys indicate and we believe that many bill-payers would like to try e-bill consolidation services, the vast majority of these consumers continue to use the traditional paper-based method for bill paying. We believe that, of these consumers, most have not tried e-bill consolidation services for the following reasons:

We• They are value conscious and unwilling to pay a fee for bill-paying services; • They expect the enrollment process to be confusing or lengthy; • They believe there are risks associated with the transmission of financial information online; • They may be unwilling to spend the time needed to learn a new software application; • They do not perceive the paper-based bill-paying process to be particularly burdensome or inconvenient; and • They lack a ~~party~~compelling reason to ~~any~~change ~~legal~~their ~~proceedings~~established bill-paying habits.

WeThe ~~have~~LightFirst ~~an outstanding tax liability, including~~Solution ~~assessed penalties, in excess of approximately $1,091,000 as of~~ June 30, 2003 for unpaid FICA, Medicare, state and federal employment taxes. This tax liability arose because certain of our employees were initially characterized as being self-employed when they should have been characterized as our employees. We intend to use a portion of the proceeds from this offering to satisfy this tax liability. However, both the Internal Revenue Service and the Illinois Department of Revenue have notified us that they may levy our assets in order to recoup the amounts we owe to them.

~~Employees~~We believe that the growth that is predicted for adoption of e-bill consolidation services will occur only among providers that are able to overcome the obstacles that have inhibited participation on the part of both billers and consumers. To overcome these barriers, we believe we must:

We• ~~currently~~redefine ~~have~~the ~~twenty~~e-~~two~~bill ~~employees,~~consolidation ~~eighteen of~~service ~~whom~~as ~~are~~a ~~full~~money-~~time~~saving ~~employees~~tool for consumers; • develop payment processing procedures that relieve billers’ technical and ~~four~~administrative ofdifficulties ~~whom~~and ~~are~~reduce ~~part~~costs for billers; • create a secure network environment for e-~~time employees.~~bill Ofconsolidation ~~our~~transactions; ~~employees,~~• ~~seven~~identify ~~perform~~the ~~technical~~correct ~~operations, eight~~target ~~perform~~for ~~sales~~e-bill consolidation services and develop a marketing ~~activities,~~strategy ~~and~~to ~~seven~~reach ~~perform general~~this market; and ~~administrative~~• ~~activities.~~simplify Wethe ~~consider~~process ~~our relationship~~of ~~with~~using ~~our~~e-bill ~~employees~~consolidation toservices beand ~~good~~provide adequate training and technical support.

41 ~~Independent Contractors~~

WeTable rely on a network of independent contractors known as City Managers to market and distribute our services. As of June 30, 2003, we had 160 City Managers in the Chicago metropolitan area. We enter into an independent contractor agreement with each of our City Managers, and they are compensated for their services on a commission-only basis. We do not provide City Managers with salaries or other employment benefits. If we expand successfully into new markets, we intend to recruit additional City Managers. Contents

WeRedefining ~~staff~~e-Bill ~~most~~Consolidation ofas ~~our technical support function~~a ~~with~~Money-Saving ~~student~~Tool ~~interns,~~for ~~who we recruit chiefly from high schools~~Consumers ~~and colleges in the Chicago metropolitan area. We enter into an~~ independent contractor agreement with each student intern, pursuant to which the student intern is compensated at an hourly rate and provides no more than twenty hours of service per week. If we expand successfully into new markets, we intend to recruit additional student interns.

~~Facilities~~ e-Bill Consolidation Services

~~Our~~We ~~corporate~~couple ~~headquarters~~inexpensive ~~are~~dial-up ~~located~~or ~~in Elk~~broadband ~~Grove~~Internet ~~Village,~~access ~~Illinois,~~service ~~where~~with wean ~~occupy~~e-bill ~~approximately~~consolidation ~~8,200~~service ~~square~~designed ~~feet~~to ofsave ~~leased~~our ~~space~~customers inmoney. aWe ~~single~~use ~~building.~~our ~~Our~~Internet ~~management~~access ~~and~~service ~~administrative~~to ~~functions~~initiate ~~are~~a ~~based~~relationship atwith our ~~corporate headquarters.~~customers, ~~Our~~and ~~computer~~we believe ~~hardware~~that isthe colow-~~located~~cost inof ~~leased~~our Internet access service will ~~facilities~~enable inus ~~Arlington~~to ~~Heights,~~grow ~~Illinois~~our customer base rapidly. ~~Our~~Using ~~existing~~the aggregate ~~facilities~~buying ~~are~~power ~~adequate~~of ~~for~~ our ~~current~~customer ~~needs~~base, ~~but~~ we ~~may~~intend ~~need~~to negotiate with billers to ~~add~~provide ~~additional~~our ~~facilities~~customers inwith ~~the~~discounts ~~future~~on ifproducts weand services. ~~are~~These ~~successful~~discounted products and services will be offered into ~~growing~~our customers through e-Bill Manager, which is a component of our ~~business~~Internet inaccess ~~the~~service. ~~Chicago~~Our ~~metropolitan~~e-bill ~~area~~consolidation service will also offer our customers opportunities for savings through rebate and reward programs. And, unlike the prevailing e-bill ~~expanding~~consolidator ~~into~~model, ~~new~~we ~~markets~~do not intend to charge fees for our e-bill consolidation services.

45 How It Works

~~MANAGEMENT~~Signing up for the e-Bill Manager. When customers sign up for our Internet access service, we obtain their social security numbers and permission to order their credit reports. We need a copy of our customers’ credit reports because we intend to assist in making arrangements to have credit available to our customers for the payment of their bills. We intend to provide such assistance for our customers through a financial institution with which we plan to associate. We do not intend to lend money to our customers. We will obtain permission from our customers to share their credit report with the financial institution, and we will perform periodic credit checks to keep our records accurate. It is our intention that the financial institution with which we plan to associate will pre-qualify our customers for certain credit terms, which will enable us to offer “one-click financing” to our customers through e-Bill Manager.

~~Directors~~Using e-Bill Manager. We require each of our Internet access service customers to pay for such access using e-Bill Manager, ~~Executive~~which ~~Officers~~enables them to develop a habit of paying bills online. The e-Bill Manager is located within a separate, security-enhanced area of our website to which customers log in using a unique e-Bill Manager password. When customers enter e-Bill Manager, they can view and ~~Significant~~approve payment of our bill ~~Employees~~for Internet access service. We charge customers’ payments of our bill against the credit card account numbers that they provide. We store the customers’ credit card information in our database and do not require them to re-enter it each month. In the future, we intend to offer customers the ability to pay bills with electronic funds transfers from their checking accounts.

~~The~~Adding ~~following~~Bills ~~table~~within ~~sets~~e-Bill Manager. ~~forth~~After ~~certain~~we negotiate discount ~~information~~agreements ~~about~~with billers, we intend to offer customers products and services provided by these billers at discounted prices through e-Bill Manager. When a customer enters e-Bill Manager to pay our ~~directors~~Internet access service bill, ~~director~~offers ~~nominees~~from billers to purchase their products and services at discounted prices will also be displayed. If customers desire to purchase any of these products or services, ~~executive~~they will click the appropriate link in ~~officers~~e-Bill Manager. That link will take customers to an area of e-Bill Manager where they can purchase the desired product or service and ~~significant~~add ~~employees~~the asbiller’s bill for such product or service to the portfolio of bills they pay via e-Bill Manager. For services requiring that the ~~date~~customer sign an agreement, an electronic signing process will automatically initiate once the appropriate link is clicked. In addition, we intend to handle the exchange of ~~this~~customer information with billers without the ~~prospectus~~need for additional customer action. We expect that, overall, our customers will perceive the process of applying for or ordering a product or service through e-Bill Manager as fast and efficient.

Name	Age		Position
Martin P. Gilmore		49	Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, and Director
Dr. Bin Yang		46	Vice President, System Engineering
Lawrence Kinsella		42	Vice President, Sales
Raymond Gavala		43	Vice President, Software Development
John Rehayem		51	Director Nominee
Steven Kennedy		59	Director Nominee
Thomas Wheeler		50	Director Nominee

e-Bill Manager Bill Payment. Our customers use e-Bill Manager to pay bills. Currently, all of our Internet access service customers use e-Bill Manager to pay our bill for this service. Upon entering e-Bill Manager, a list of bills currently due is displayed. Customers can click on the name of a particular bill to view details about that bill. Customers select the bills to be paid by placing a checkmark in a box beside

~~Management~~42

MartinTable P. Gilmore. Mr. Gilmore is our chairman of the board, president, chief executive officer, and chief financial officer. In addition, Mr. Gilmore is our founder and is currently the sole member of our board of directors. In 1994, Mr. Gilmore founded Avenew.com, Inc., a provider of dedicated Internet access services. Mr. Gilmore served as the chief executive officer of Avenew.com, Inc. until 2002, when that company was liquidated under Chapter 7 of the U.S. Bankruptcy Code. In 1984, Mr. Gilmore founded MicroRepair and grew it into a leading independent PC service company. Mr. Gilmore sold MicroRepair in 1994. Contents

~~Dr. Bin~~the ~~Yang. Dr. Yang~~name isof ~~our~~each ~~vice~~bill ~~president, system engineering. Dr. Yang joined us in April 2001,~~ and hethen ~~has~~clicking ~~more~~a ~~than 18 years~~button ~~of experience with computer technologies. From 1995~~ to ~~2001, Dr. Yang~~proceed ~~was vice president, Internet technologies for Avenew.com, Inc. From 1994~~ to ~~1995, Dr. Yang was head of programming at SoftCom Systems, an Internet service provider. From 1993 to 1994, Dr. Yang was a software developer at~~ the ~~Panasonic/Matsushita~~ ~~Industrial~~payment ~~Equipment Research Laboratory in Franklin Park~~page, ~~Illinois. From 1988 to 1993 Dr. Yang pursued doctoral studies in the U.S. and was awarded a research fellowship at the University of Illinois,~~ where hethey ~~also~~can ~~served as~~choose ~~a systems consultant for campus mainframe and PC systems.~~among ~~From~~several ~~1982~~payment ~~to 1988~~options, ~~Dr.~~which ~~Yang~~are ~~served in the Institute of Atomic Energy, Beijing, China,~~ as ~~a software designer and developer.~~follows: ~~Dr. Yang holds a Ph.D. in Computer Science from the~~ ~~University of Illinois, Chicago.~~

~~Lawrence~~• ~~Kinsella~~ACH Transfer. ~~Mr. Kinsella~~ ~~serves~~ACH, asor ~~our~~Automated ~~vice~~Clearing ~~president~~House, ~~sales,~~is ~~joining us~~a insecure ~~April~~payment ~~2001~~transfer system that connects U.S. ~~From~~financial ~~1998~~institutions. toIf ~~2001~~customers select the ACH transfer option, hewe ~~held~~will pay the ~~position~~designated ~~of vice~~bill ~~president~~on oftheir ~~sales~~behalf and then debit their checking account for ~~La-Z-Boy~~the ~~Furniture~~amount ~~Galleries~~of the bill. ~~His main~~This ~~responsibilities~~option ~~included~~will ~~all~~result ~~oversight~~in ofmultiple ~~all~~ACH ~~sales functions~~transfers ~~and~~from ~~marketing~~a ~~efforts~~customer’s ofbank ~~the~~account ~~organization.~~every ~~Before joining~~month ~~La-Z-Boy,~~if Mrmultiple bills are paid. ~~Kinsella~~ ~~was~~• aInstant ~~general~~Credit. ~~manager~~If ~~for Computer~~customers ~~City~~select this option, awe ~~large~~will ~~retail~~pay ~~chain~~the bill immediately on their behalf, ~~subsequently~~and ~~purchased~~we ~~by Comp~~will ~~USA~~then permit them to take up to 15 days to reimburse us for the bill. By utilizing this option, ~~specializing~~a incustomer could combine the ~~sale~~payment of ~~personal~~multiple ~~computers~~bills ~~and related~~into ~~items.~~a ~~Before~~single ~~working~~regular ~~for~~payment ~~Computer~~to ~~City, Mr~~us every 15 days. ~~Kinsella~~ ~~owned~~• ~~and~~Rebate ~~operated~~Credits. aCustomers ~~retail~~can ~~floor-~~pay ~~and wall-covering~~all ~~business~~or part of any bill with ~~two~~credits ~~locations~~accumulated through our retail rebate program. • Combination. Customers can use a combination of the above options.

~~Raymond~~Once ~~Gavala. Mr. Gavala~~customers ~~serves~~have aschosen ~~our~~a ~~vice~~payment ~~president~~option, ~~software~~we ~~development,~~will ~~joining~~deduct usthe incorresponding ~~April~~amount ~~2001.~~from ~~From~~the ~~1996 until March~~customer’s ~~2001,~~checking ~~he was employed by Avenew.com~~account, ~~Inc.,~~subtract athat ~~provider~~amount offrom ~~dial-up and~~accumulated ~~dedicated Internet access services~~rebate credits, ~~where~~or hecarry ~~held~~the ~~several successive~~cost ~~positions~~ of ~~increasing responsibility over~~ the ~~course~~ ofpaid ~~his~~bill ~~employment,~~for ~~ending~~up ~~with the position of programming manager. Prior~~ to ~~Avenew.com,~~15 ~~Inc~~days.~~, Mr. Gavala~~ ~~was~~We ~~employed~~expect asthat, ain ~~programmer~~most ~~with~~cases, the ~~Advanced~~biller ~~Computing~~will ~~Group,~~have already areceived ~~firm~~payment ~~specializing~~from us in ~~the~~advance ~~development~~pursuant ofto ~~custom~~bulk ~~software~~pre-payment ~~applications~~terms ~~for~~that ~~businesses.~~we ~~Mr. Gavala~~will ~~holds~~have anegotiated ~~B.S.~~with ~~in Computer Science from Youngstown State University~~billers.

46 Instant Credit. If customers want to combine multiple bills into a single convenient payment or to defer a payment for a short time, they can use our Instant Credit option. We intend to offer this option to customers who are both paying at least two bills (our Internet access service bill plus another bill) using e-Bill Manager and have been pre-qualified by the financial institution with which we intend to associate. When customers select the Instant Credit option, we intend to permit them to take up to 15 days to reimburse us for that bill via check or ACH transfer. By utilizing this option, a customer could combine the payment of many bills into a single regular payment to us.

~~Board~~ Extended Credit. If customers do not fully reimburse us within 15 days for payments made to billers by us on their behalf, the outstanding balance that they owe to us will be transferred to the financial institution with which we plan to associate. The financial institution will lend the customer money to cover the outstanding balance owed to us by paying us the outstanding balance directly. The financial institution will charge the customer interest on this loan. The transfer of ~~Directors~~the balance and the involvement of the financial institution will be clearly described to the customer, who will make loan payments and receive information about the loan through e-Bill Manager. We expect that the financial institution with which we plan to associate will lend money to our customers at competitive interest rates.

~~Martin~~Saving P.Customers ~~Gilmore~~Money. ~~Mr. Gilmore~~There isare ~~currently~~several ~~our~~categories ~~sole~~of ~~director. Further~~biller ~~information~~agreements ~~about~~that ~~Mr. Gilmore~~we isbelieve ~~set~~will ~~forth~~allow ~~above~~us ~~under~~to offer discounted ~~“Management~~products and services to our customers.”

~~John~~• ~~Rehayem~~Reseller Agreements. ~~Mr. Rehayem~~ isWe aintend ~~director~~to ~~nominee~~enter ~~and~~into ~~has~~agreements ~~agreed~~with toservice ~~serve as~~providers, asuch ~~director,~~as ~~upon~~local ~~the~~and ~~completion~~long-distance oftelephone ~~this~~service ~~offering~~providers, ~~until~~cellular ~~our next~~telephone ~~annual~~service ~~meeting~~providers, ofcable ~~stockholders~~and orsatellite ~~until~~television ~~his~~providers ~~successor~~and, ~~is duly~~where ~~elected~~government ~~and~~regulations ~~qualified~~permit, ~~whichever~~electricity ~~occurs~~and ~~later~~natural gas providers. ~~Since~~We ~~2001, he~~plan ~~has~~to ~~served~~purchase asservices ~~chairman~~offered ofby ~~the~~these ~~board~~providers ofat ~~InterCAPABLE,~~wholesale ~~a not-for-profit~~prices ~~charitable~~and ~~organization~~resell ~~dedicated~~them to ~~developing technologies~~our tocustomers ~~help~~at ~~disabled~~a ~~individuals~~markup, ~~including~~which ~~the~~should ~~blind and~~net ~~visually~~us ~~impaired,~~a toprofit ~~access~~on ~~the~~each ~~Internet~~transaction. ~~Prior~~The tomarkup ~~founding InterCAPABLE~~will inbe ~~2001~~small, ~~Mr. Rehayem~~however, ~~worked~~so atthat ~~Motorola,~~the ~~Inc., most~~overall ~~recently~~cost asof ~~senior~~a ~~director~~service ofshould ~~merchant~~still ~~ventures,~~be ~~after holding~~less than the ~~positions~~cost offor ~~director~~a ofsimilar ~~consumer~~service offered directly by competing businesses. We envision that upon visiting e-~~commerce~~Bill Manager and ~~director~~ ofdiscovering ~~strategy~~the ~~and~~savings ~~business~~they ~~development.~~could ~~Previously~~realize for similar services, ~~he served~~our ascustomers anwill ~~executive~~terminate ~~officer~~their atexisting arelationships ~~number~~for the types of ~~privately~~services ~~held technology~~that ~~companies~~we intend to offer and ~~worked~~will asenter ainto ~~program~~new ~~manager~~relationships ~~at Motorola,~~with ~~Inc.~~service Mrproviders associated with us. ~~Rehayem~~ ~~received~~We are not currently a Bparty to any reseller agreements.S • Affiliate Agreements. inWe ~~computer science~~intend ~~from~~to ~~Columbia~~enter ~~University~~into inagreements ~~1976~~with financial service providers, such as mortgage lenders, banks, and aninsurance ~~M.B.A.~~companies, ~~from Columbia~~which ~~University~~will infurnish ~~1978.~~ our customers with attractive

43 ~~Steven Kennedy.~~ ~~Mr. Kennedy is a director nominee and has agreed to serve~~ ~~as a director, upon the completion of this offering, until our~~ next annual meeting of stockholders or until his successor is duly elected and qualified, whichever occurs later. Mr. Kennedy was a founder of Chicago Capital, Inc., an investment banking firm and broker/dealer, for which he served as president and chief executive officer since its inception in 1996. Prior to joining Chicago Capital, he was a senior vice president at Stifel, Nicolaus & Company, Inc. Previously, he was at The Chicago Corporation, where he was a vice president in the Bank Equity Services Department. He has also been an industry arbitrator for the National Association of Securities Dealers. Mr. Kennedy received a B.A. in economics from the University of Chicago.

ThomasTable Wheeler. Mr. Wheeler is a director nominee and has agreed to serve as a director, upon the completion of this offering, until our next annual meeting of stockholders or until his successor is duly elected and qualified, whichever occurs later. Mr. Wheeler held the position of president and chief executive officer of Wormser Apparel Group, a leading manufacturer of marketer of children’s licensed and private label sleepwear, from 2001 to 2003. Previously, he worked at Hartmarx Corporation, serving as president and chief operating officer of Biltwell Clothing Company, a division of Hartmarx, for nine years. Prior to that, Mr. Wheeler held the positions of president and chief operation officer of two other Hartmarx divisions. Contents

~~Board~~terms, ~~Structure~~such as low interest rates, low closing costs and ~~Composition~~ low premiums. Where permitted by law, we hope to receive a commission or referral fee from the financial service providers for every new loan, insurance policy or other products for which our customers apply through e-Bill Manager. Under certain circumstances, we may be able to split our commissions or referral fees with our customers to further reduce fees assessed against them by the financial service providers. We envision that upon visiting e-Bill Manager and discovering the attractive terms we plan to offer, our customers will terminate existing relationships and will enter into new relationships with the financial service providers with which we are associated. We are not currently a party to any affiliate agreements. • Administrative Discount Agreements. Where regulations do not permit reselling activities, we may enter into agreements with providers of household utility services, such as gas, electricity, refuse collection and water. Under these agreements, we propose to assume the administrative cost of generating the bills of the household utility service providers with which we associate in exchange for them reducing our customers’ bills for such service by an equivalent amount. We would handle the presentment and payment of such bills through e-Bill Manager. This service would be offered to our customers as a convenience. We are not currently a party to any administrative discount agreements. • Rebate Agreements. We may enter into agreements with retail businesses, such as grocery stores and gas stations, whereby our customers would receive rebates on purchases they make with a LightFirst co-branded credit card issued by a financial institution with which we may associate. A portion of such rebates would appear as credits on our customers’ e-Bill Manager account and could be used by our customers to pay other bills in e-Bill Manager. We would retain the balance of any rebates provided. We are not currently a party to any rebate agreements.

~~Our~~We ~~board~~believe ~~currently~~that ~~consists~~the successful negotiation of biller aagreements ~~single~~depends upon the expansion of our customer ~~director~~base. Our strategy, therefore, is to add large numbers of customers to our ~~founder~~network Mrrapidly upon completion of this initial public offering. ~~Gilmore.~~ ~~Upon~~We believe that the ~~completion~~minimum number of customers ~~this~~necessary ~~offering,~~to ~~however~~negotiate volume discounts will vary greatly from biller to biller. For example, ~~John~~based ~~Rehayem~~on preliminary discussions, we ~~Steven~~believe ~~Kennedy~~that ~~and~~certain ~~Thomas~~billers will only begin to provide us ~~Wheeler~~with volume discounts once we have ~~each~~at ~~agreed~~least 50,000 customers. Other billers have indicated to ~~join~~us ~~our~~that ~~board~~they ofwill ~~directors~~offer ~~and~~us ~~serve~~discounts asbased ~~directors~~not ~~until~~solely ~~our~~on ~~next~~a ~~annual~~fixed ~~meeting~~schedule of ~~stockholders~~subscriber orminimums ~~until~~but ~~their~~also ~~successors~~based ~~are~~upon ~~duly~~our ~~elected~~rate ~~and~~of ~~qualified, whichever~~growth. ~~occurs~~We ~~later.~~also ~~Messrs.~~believe that ~~Rehayem,~~our ~~Kennedy~~ability to negotiate and ~~Wheeler have~~finalize ~~consented~~biller toagreements will ~~being~~be ~~named~~enhanced asby ~~director~~our ~~nominees~~status inas ~~this registration~~a ~~statement~~public company.

~~Upon~~LightFirst ~~the~~Co-Branded ~~completion~~Credit ~~of this offering, our board of directors will form an audit committee and a compensation and nominating committee. The proposed members and functions of these committees are described below.~~ Card

~~Audit~~ Co-Branded ~~Committee~~Credit Card. We intend to enter into an agreement with a major credit card company to offer our customers a co-branded credit card and have begun discussions with credit card companies to implement this service. The bill for this credit card will be payable on e-Bill Manager, and we hope to earn a merchant fee of up to 1% on purchases made with the card. At this time, we do not offer our customers a co-branded credit card, nor are we in discussions with any major credit card companies.

~~John~~Retail ~~Rehayem,~~Rebate ~~Steven~~Program. If ~~Kennedy~~we ~~and~~are ~~Thomas~~able ~~Wheeler~~to offer our customers ~~have~~a ~~each~~co-branded ~~agreed~~credit tocard, ~~serve~~we onintend ~~our~~to ~~audit~~enable ~~committee~~our ~~upon~~customers ~~the~~to ~~completion~~earn ofrebates ~~this~~when ~~offering,~~they ~~and~~make ~~Thomas~~purchases ~~Wheeler~~with ~~has~~our ~~agreed~~co-branded tocredit ~~serve~~card asat ~~the~~businesses ~~chair~~that ofparticipate ~~the~~in ~~audit~~our ~~committee~~retail rebate program. WeWithin ~~anticipate~~e-Bill Manager, we will identify businesses that ~~each~~participate ofin our ~~audit~~retail ~~committee~~rebate ~~members~~program. To earn rebates, our customers will bemake purchases at participating businesses with ~~“independent”~~our ~~for~~co-branded ~~purposes~~credit ofcard. ~~the~~We ~~listing~~will ~~standards~~use ofpurchase data we receive ~~any~~from ~~national~~our ~~securities~~credit ~~exchange~~card onprovider to calculate the amount of customer rebates, which we ~~intend~~will tothen ~~apply~~credit to customer ~~list~~accounts. ~~our~~Customers ~~common~~will ~~stock.~~be ~~Our~~able ~~audit~~to ~~committee~~use ~~will~~these ~~serve~~rebates ~~the~~to pay ~~following~~other ~~functions:~~bills.

• Administrative ~~oversee~~Advantages ~~our financial reporting process, compliance with legal and regulatory requirements, and the independence and performance of our independent and internal auditors;~~for Billers

47 Our model is designed to eliminate the two main administrative obstacles associated with billers’ participation in e-bill consolidation services: software system incompatibilities and ACH payment receipt complexities.

• review the audited financial statements with management; • recommend the appointment of our independent auditors; • review with our independent auditors the scope and the planning of the annual audit; and • review findings and recommendations of our independent auditors and management’s response to the recommendations of our independent auditors.44

OurTable audit committee will operate under a written charter that will be adopted by our board of directors upon the completion of this offering. Contents

~~Compensation~~ Software System Incompatibilities. Under the prevailing e-bill consolidation model, billers must be able to transmit billing information to e-bill consolidators in a format that allows for electronic presentment of bills to consumers. If a biller’s software system cannot generate information in a format that is compatible with the e-bill consolidator’s software systems, then the biller and ~~Nominating~~consolidator ~~Committee~~must work together to develop additional software that manages communication between the two systems. Many billers have been and may continue to be unwilling to devote resources to making this interaction possible.

~~John~~Payment ~~Rehayem~~Receipt Complexities. Currently, ~~Steven~~billers ~~Kennedy~~that ~~and Thomas Wheeler~~allow ~~have~~presentment ~~each~~and ~~agreed~~payment toof ~~serve~~their onbills ~~our~~through ~~compensation~~third ~~and nominating~~parties ~~committee~~receive ~~upon~~random ~~the~~ACH ~~completion~~payments offrom ~~this~~multiple ~~offering,~~customers and ~~John Rehayem~~must ~~has~~have ~~agreed~~software tosystems ~~serve~~that asdecipher the ~~chair~~information ofreceived along ~~the~~with ~~compensation~~an ~~and nominating~~ACH ~~committee.~~transfer Wefor ~~anticipate~~the ~~that~~purpose ~~each~~ of ~~our~~crediting the ~~compensation~~correct ~~and~~customer’s ~~nominating~~account. ~~committee~~Developing ~~members~~a ~~will~~system ~~be “independent”~~to ~~for purposes of~~ automate the ~~listing~~reconciliation ~~standards~~ of ~~any~~ ~~national~~electronic ~~securities~~funds ~~exchange~~transfers onwith ~~which we intend to apply to~~payment ~~list~~information ~~our~~provided ~~common~~by ~~stock.~~consolidators ~~Our~~has ~~compensation~~been and ~~nominating~~may ~~committee~~continue ~~will~~to ~~serve~~be ~~the~~cost-prohibitive ~~following~~to ~~functions:~~many billers.

• Bulk ~~determine~~Pre-Payment ~~board~~to ~~organization,~~Billers. We ~~select~~intend ~~director~~to ~~nominees~~incorporate ~~and~~certain ~~set~~terms into ~~director~~our ~~compensation;~~agreements •with ~~review~~billers ~~and~~that ~~recommend~~allow ~~management~~us ~~compensation;~~to •pre-pay ~~administer~~the bills of our ~~2002~~customers. ~~stock~~We ~~option~~intend ~~plan;~~to •finance ~~review~~these ~~senior~~bulk pre-payments ~~management~~with ~~incentive~~an ~~structure~~accounts ~~and~~receivable ~~compensation;~~credit ~~and~~facility •that ~~review~~we negotiate ~~corporate~~with ~~structure~~a ~~and~~commercial ~~policies~~lending institution. We intend to issue one payment per month to each biller for the full amount due for all of our customers’ accounts with ~~respect~~that biller. We will then assume responsibility for generating the electronic bill using account activity information that the biller will provide to ~~human~~us. ~~resource~~Although ~~policies,~~we ~~corporate~~believe ~~ethics,~~this procedure may not entirely eliminate the need for coordination of systems between billers and ~~long~~us, ~~range~~we ~~planning~~believe that it will remove the need to automate the ACH receipt process and ~~strategy~~that it will simplify the process of sharing customers’ billing information.

~~Our~~In ~~compensation~~addition, ~~and~~our ~~nominating~~proposed ~~committee~~pre-payment ~~will~~structure ~~operate~~provides ~~under a written charter that will be adopted by our board of directors upon~~ the ~~completion~~following ofbenefits ~~this~~to ~~offering.~~billers:

~~Any~~• ~~stockholder~~reduces ~~may~~costs ~~make~~for ~~recommendations~~billers toby ~~the compensation~~reassigning ~~and~~responsibility ~~nominating~~for ~~committee~~bill ~~for~~creation ~~membership~~and ondelivery ~~our board~~to ofus ~~directors~~and by ~~sending~~eliminating adelays ~~written~~in ~~statement~~receipt of ~~the qualifications~~payment; ofand ~~the~~• ~~recommended~~reduces ~~individual~~billers toexposure ~~us. Recommendations should be sent~~ to ~~the~~risks ~~following~~associated ~~address: LightFirst,~~with ~~Inc.,~~potential ~~Attention:~~default ~~Compensation~~by customers and ~~Nominating Committee,~~minimizes 25related ~~Northwest~~collection ~~Point Boulevard, Elk Grove Village, Illinois 60007~~expenses.

~~Compensation~~ We ~~Committee~~believe ~~Interlocks~~that ~~and~~these ~~Insider~~added ~~Participation~~benefits will make participation in our e-bill consolidation service more attractive to billers than participation in competing services that do not offer these added benefits.

~~None~~Our ofInternet ~~the~~Access ~~anticipated members of the~~Services ~~compensation and nominating committee is or has been an employee~~ of ours at any time since our formation. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation and nominating committee.

~~Director~~Our ~~Compensation~~Internet access service is an important component of our e-bill consolidation service. We currently offer dial-up Internet access services, and we have entered into an agreement to purchase and resell DSL service.

~~We will compensate each of our non~~Dial-~~employee directors~~up ~~$20,000 per year for serving on our board of directors~~Service. ~~In addition, we will compensate each of our~~We ~~non~~offer dial-~~employee~~up ~~directors~~Internet ~~$400~~access ~~per meeting for attending board and committee meetings~~accounts, ~~and~~which weinclude ~~will reimburse all directors for~~Internet ~~reasonable~~connectivity ~~expenses incurred in connection with attending board~~ and ~~committee meetings. We will make an annual grant of an option to purchase our common stock to each non~~e-~~employee director.~~mail ~~The grant will consist of an option to purchase a specified number of shares under our 2002 Stock Option Plan or then effective incentive plan~~services. ~~For~~Our ~~2003, the grant will consist of an option to purchase 12,000 shares. We do not compensate employee-directors for their~~ service onoffers the following ~~board~~benefits ofand ~~directors.~~features:

48 • Low cost. We charge $6.95 per month for 40 hours of dial-up Internet access service or $9.95 per month for unlimited dial-up Internet access service. We believe that this pricing structure is highly competitive. As described below, we also provide a reduced rate of $4.95 to approximately 6,300 teachers, school principals, teacher’s aides and other educators through our educator discount program, and provide free dial-up Internet access to certain students through our disadvantaged student program. • Multiple mailboxes for electronic mail. We provide the ability for account owners to create up to five additional e-mail accounts for members of their household. • Content filtering available. Our customers can choose to block or limit children’s access to adult content.

45 ~~Limitations on Liability and Indemnification~~ ~~Matters~~

WeTable are a Delaware corporation and are governed by the Delaware General Corporation Law. Delaware law authorizes Delaware corporations to indemnify any person who was or is a party to any proceeding other than an action by, or in the right of, the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation. The indemnity authorized by Delaware law also applies to any person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity. Indemnification applies against liability incurred in connection with an indemnifiable proceeding, including any appeal, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. To be eligible for indemnity with respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful. Contents

• Robust and secure network. In addition to a secure network environment, we offer connection speeds equal to the ~~case~~highest ofdial-up anrates ~~action~~now byavailable, and a low subscriber-to-connection ratio allows us to minimize busy signals. • Ability to keep America Online at same or onreduced ~~behalf~~cost. America Online’s “Bring Your Own Access” or “BYOA” program allows America Online customers to connect to America Online content using an Internet provider of their own choosing for a ~~corporation~~ reduced, ~~indemnification~~“content-only” ~~may~~price. ~~not~~Our below ~~made~~pricing iffor ~~the~~Internet ~~person seeking~~access ~~indemnification~~allows isour ~~found~~customers ~~liable,~~to ~~unless~~maintain ~~the~~or ~~court~~reduce ~~in which~~their ~~the~~monthly ~~action~~Internet ~~was~~costs ~~brought~~if ~~determines~~they ~~such~~choose ~~person~~to isuse ~~fairly and~~their ~~reasonably~~Internet ~~entitled~~access account with us to ~~indemnification~~connect to America Online through “BYOA. ”

~~The~~DSL ~~indemnification~~Service. ~~provisions~~Digital Subscriber ofLine, ~~Delaware~~or ~~law~~DSL, services use sophisticated modulation ~~require~~technology ~~indemnification~~to increase the data transmission capacity of the ordinary copper wires that are customarily used to connect a telephone ~~director,~~company’s ~~officer,~~central ~~employee~~office orwith its various ~~agent~~customer ~~who~~locations ~~has~~for ~~been~~the ~~successful~~purpose inof ~~defending~~providing ~~any~~high-speed Internet ~~action~~access. In October 2003, ~~suit~~we orentered into an agreement ~~proceeding~~with a major telecommunications service provider to ~~which~~purchase heDSL services orat ~~she~~wholesale ~~was~~prices aand ~~party~~resell bythese ~~reason~~services ofto ~~serving~~our customers. We intend to begin offering DSL services after the completion ~~corporation~~of this offering. ~~The~~We ~~indemnity~~further ~~covers~~intend ~~expenses~~to ~~actually~~offer our DSL customers many of the same benefits that we offer our dial-up customers, including competitive pricing, multiple e-mail accounts, optional content filtering, and a secure network ~~reasonably~~environment. ~~incurred~~In inaddition, ~~defending~~AOL offers a content-only solution for broadband customers for the ~~action~~same price as its dial-up BYOA plan.

~~The~~Online ~~indemnification authorized under Delaware law~~Security ~~is not exclusive and is in addition to any other rights granted~~ ~~to officers and directors under the certificate of incorporation or bylaws of the corporation or any agreement between officers and directors and the corporation.~~

~~Our~~To ~~certificate~~ensure ofa ~~incorporation~~secure ~~and~~network ~~bylaws provide~~environment for ~~the~~our e-bill ~~elimination~~consolidation services, towe ~~the~~offer ~~fullest~~e-Bill ~~extent~~Manager ~~permissible under~~as ~~Delaware~~a ~~law,~~free add-on ofcomponent ~~the liability~~ of our ~~directors~~Internet toaccess usservice. ~~for~~While we do ~~monetary~~provide ~~damages.~~our ~~This~~customers ~~limitation~~with ofthe ~~liability~~option ~~does~~of ~~not~~accessing ~~affect~~our online ~~the~~bill-paying ~~availability~~application ofthrough ~~equitable~~the ~~remedies~~Internet ~~such~~if asthey ~~injunctive~~so choose, ~~relief.~~the ~~Our~~primary ~~bylaws~~means ~~also~~by ~~provide~~which ~~that~~our wecustomers ~~shall~~access ~~indemnify~~e-Bill ~~our~~Manager ~~directors~~is ~~and~~by ~~officers~~connecting ~~against~~directly ~~certain~~to ~~liabilities~~our ~~that~~network ~~may arise~~and byusing ~~reason~~e-Bill Manager. ofInformation ~~their~~exchanged ~~status~~through ore-Bill ~~service~~Manager asvia a direct ~~director~~connection orto ~~as an~~our ~~officer~~network does not travel across the Internet, ~~other~~where ~~than~~it ~~liabilities~~would ~~arising~~be ~~from~~more ~~certain specified~~vulnerable ~~misconduct~~to interception. We believe ~~are~~that ~~required~~this todirect ~~advance~~connection ~~all~~option ~~expenses~~offers our customers ~~incurred~~enhanced assecurity afor ~~result~~their ofonline ~~any~~transactions ~~proceeding~~than Internet-based ~~against~~online ~~our~~bill ~~directors~~payment ~~for~~services. In addition, we ~~which~~protect ~~they~~our ~~could~~customers’ beconfidential ~~indemnified,~~information ~~including~~by inhousing our ~~circumstances~~databases in ~~which~~ ~~indemnification~~a ishigh-security ~~otherwise~~facility ~~discretionary~~that ~~under~~utilizes ~~Delaware~~security ~~law~~safeguards and disaster-recovery features.

We ~~are~~also ~~currently~~employ ~~unaware~~the offollowing ~~any pending~~industry-standard ~~litigation~~security ormeasures ~~proceeding~~to ~~involving~~protect athe ~~director,~~privacy ~~officer, employee or other agent~~ of ~~ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification, however, one or more of~~ our ~~directors, officers,~~customers ~~or employees could potentially seek indemnification~~and ~~from us in~~ the ~~event~~integrity ~~that they were held personally liable for all or some portion~~ of our ~~outstanding tax liability for unpaid~~network: ~~FICA, Medicare, state and federal employment taxes, which is~~ ~~described in more detail under “Risk Factors” and “Use of Proceeds.”~~

~~Insofar~~• asall ~~indemnification~~servers ~~for~~protected ~~liabilities arising~~by ~~under~~top-rated ~~the~~firewall ~~Securities~~and ~~Act~~intrusion ofdetection ~~1933~~software; ~~may~~• beweb ~~permitted~~access ~~to directors,~~encrypted ~~officers~~using SSL and ~~controlling~~128-bit ~~persons~~high-grade ofencryption ~~ours~~technology; ~~based~~• one-mail ~~the foregoing~~protected ~~provisions,~~by ortop-rated ~~otherwise,~~anti-virus wesoftware; ~~have~~• ~~been~~network ~~advised~~physically ~~that, in~~protected ~~the~~by ~~opinion~~security ofguards ~~the~~and ~~SEC,~~24-hour ~~such~~video ~~indemnification~~surveillance; isand ~~against public~~• ~~policy~~network ~~and~~operation ~~is,~~monitored ~~therefore,~~at ~~unenforceable~~all times by trained technicians and security specialists.

~~Executive~~Fraud ~~Compensation~~Prevention

~~The~~Like ~~following~~most ~~table~~companies ~~sets~~that ~~forth~~engage ~~the~~in ~~annual~~electronic ~~compensation~~commerce ~~for~~transactions, ~~services~~we are subject to usthe inrisk ~~all~~that ~~capacities~~identity thieves ~~since~~and ~~our~~those committing fraud using stolen credit card or ~~inception~~bank inaccount ~~April~~numbers ~~2001~~may ~~for~~attempt to use our ~~chief~~service ~~executive~~to ~~officer~~steal money ~~and~~from us, our ~~four~~ ~~most~~customers, ~~highly~~or ~~compensated~~the ~~executive~~vendors ~~officers~~with ~~(other~~which ~~than~~we do business. To our knowledge, we have not had anyone use or ~~chief~~attempt ~~executive~~to ~~officer)~~use ~~who~~a ~~were~~stolen ~~serving~~credit ascard ~~executive~~number ~~officers~~to pay for our onservice, ~~December 31~~and, to date, we do not believe that we have suffered any loss specifically from the successful use

4946

2002,Table the last day of our fiscal year ended December 31, 2002 (collectively, the “named executive officers”). Contents

~~Summary~~of ~~Compensation~~a ~~Table~~stolen credit card number through our system. However, to mitigate the risk from credit card fraud and other types of fraud, we have begun to implement the following procedures:

				Annual Compensation							Long-term Compensation
								Other Annual			Restricted		Securities		All Other
		Fiscal						Compensation			Stock Awards		Underlying		Compensation
Name and Principal Position		Year		Salary($)		Bonus($)		($)			($)		Option(#)		($)
Martin P. Gilmore			2002		67,533		—		—			—		—		—
	Chairman of the Board,		2001		—		—		—			—		—		—
	President, Chief Executive
	Officer and Chief
	Financial Officer
Raymond Gavala			2002		150,833		—		—			—		—		—
	Vice President, Software		2001		21,250		—		—			—		—		—
	Development
Lawrence Kinsella			2002		110,000		—		7,200	(1)		—		30,000		—
	Vice President, Sales		2001		36,667		—		1,800	(1)		—		—		—
Theodore Tvrdik(2)			2002		140,000
	Vice President,		2001		49,583
	Networking
Dr. Bin Yang			2002		151,042		—		—			—		—		—
	Vice President, System		2001		27,500		—		—			—		—		—
	Engineering


	•	Card Identification Value Verification. Beginning in October 2003, all customers using a credit card to pay their Internet access bill will be required to provide the three- or four-digit card identification value printed on their physical credit card. This measure prevents a person who is not in possession of the physical credit card from using a stolen account number to pay for our service.

	•	Random Identity Verification. Each month, we choose at random a number of customer accounts for identification and credit card information verification via telephone.

	•	Identity Verification Software. We have developed a software program that improves our ability to identify users connected to our network. This software allows us to request that a user who connects to our network from an unexpected location provide us with supplementary identification information before we allow the user access to secure areas of our website. The software records certain connection information during the user’s first log-in session and compares this information against future sessions. In some cases, the necessary information cannot be collected during the first log-in session. If this occurs, the user’s account is marked for periodic review by members of our staff, who monitor the account for suspicious activity.

	•	Policies. Our user agreement requires that each registrant for our service provide his or her legal name and a valid social security number; the agreement gives us the right to terminate any account created with falsified identity information.

(1)	This amount consists of an automobile allowance.
(2)	Mr. Tvrdik left the company in August 2003.

We believe that our proposed bill paying and payment processing procedures themselves make us a less attractive target for would-be fraud perpetrators than some other companies engaging in online commerce for the following reasons:

~~Stock~~• ~~Options~~ Any funds borrowed through e-Bill Manager can only be used to pay other bills within e-Bill Manager or to purchase products offered through e-Bill Manager; users cannot withdraw cash from their accounts; and • We intend to have established relationships with all or most of the recipients of payments disbursed through e-Bill Manager; the opportunities to issue payments to companies or entities outside of our list of partnering billers will be limited.

~~The~~If ~~following~~and ~~table~~when ~~indicates~~we ~~the~~do ~~total~~allow ~~number~~customers ~~of stock options we granted~~ to ~~each~~use ~~named executive officer during~~ our ~~fiscal year ended December 31, 2002. Each option listed~~ inservice ~~the~~to ~~table~~issue ~~below~~payments ~~was~~to ~~granted~~third ~~under,~~parties orwith ~~has~~whom ~~been~~we ~~assumed~~do ~~under,~~not ~~our~~maintain ~~2002~~a ~~Stock~~relationship, ~~Option~~we ~~Plan.~~intend ~~Two~~to ~~thirds~~require ~~of options under this~~supplementary ~~plan~~confirmation ~~are immediately exercisable; one third~~ of ~~options~~the ~~under this~~customer’s ~~plan~~intent ~~become exercisable in January 2004. We have not granted any stock appreciation rights~~ to ~~the~~perform ~~named executive~~the ~~officers~~requested transaction.

~~Option~~Sales ~~Grants~~and ~~During Our Fiscal Year Ended~~Marketing ~~December 31, 2002~~

Individual Grants

Potential Realizable

Value at Assumed

Number of

Percent of

Annual Rates of

Securities

Total

Stock Price

Underlying

Options/SARs

Exercise

Appreciation for

Options/SARs

Granted to

or Base

Option Term

Granted

Employees in

Price

Expiration

Name

(#)(1)

Fiscal Year(%)

($/Share)

Date

5%($)

10%($)

Martin P. Gilmore

—

N/A

Raymond Gavala

—

N/A

Lawrence Kinsella

30,000

2.50

1/5/2007

279,522

340,937

Theodore Tvrdik(2)

—

N/A

Dr. Bin Yang

—

N/A


	*Target Market*

(1)	All stock options are non-qualified stock options.
(2)	Mr. Tvrdik left the company in August 2003.

Our target market for our e-bill consolidation services consists of women in middle-class families who have children in elementary school. Consumer surveys conducted recently by research groups in the financial services industry reveal that women tend to pay the bills in most households. In contrast to men, we believe that women are usually reluctant to use online technology for the technology’s own sake, but instead use the Internet for practical applications, such as sending e-mail or reading news. We believe that members of our target market have purchased computers primarily for practical reasons, the most common of which is for their children’s educational use. We further believe that members of our target market are seeking new ways to use the computer themselves. Our e-bill consolidation service responds to this demand for an additional practical use for the home computer.

50 Direct Contact Sales Approach

~~The~~We ~~following~~believe ~~table~~that ~~indicates~~ the ~~total~~limited ~~number~~success of other ~~exercisable~~online bill presentment and ~~unexercisable~~payment ~~stock~~services ~~options~~is ~~held~~due byin ~~each~~part ~~named~~to ~~executive~~their ~~officer~~failure onto ~~December 31,~~develop ~~2002,~~effective ~~the~~strategies ~~last~~for ~~day~~reaching ~~of our~~the ~~most~~target ~~recently~~market ~~completed~~of ~~fiscal~~women ~~year,~~in ~~and the value of such~~middle-class ~~options.~~

47 ~~Aggregated Option Exercises In Our Fiscal Year~~ ~~Ended December 31, 2002~~

AndTable Fiscalof Year-End Option Values Contents

Number of Securities

Value of Unexercised

Underlying Unexercised

In-the-Money

Acquired

Options/SARs at

Value

Fiscal Year-End(#)

Fiscal Year-End($)(1)

Exercise

Realized

Name

(#)

($)

Exercisable

Unexercisable

Exercisable

Unexercisable

Martin P. Gilmore

N/A

Raymond Gavala

N/A

Lawrence Kinsella

—

30,000

—

225,000

Theodore Tvrdik(2)

N/A

Dr. Bin Yang

N/A

families with children in elementary school. We believe that our target market must be convinced to expand their view of the home computer from one in which the home computer is merely an educational aid or an expensive toy to one in which the home computer is a tool for managing household finances and saving money.

(1)	There was no public trading market for our common stock as of December 31, 2002. Accordingly, the values set forth below have been calculated based on an initial offering price of $10.00 per share of our common stock, less the per share exercise price, multiplied by the number of shares underlying the options.
(2)	Mr. Tvrdik left the company in August 2003.

We believe that mass-media marketing has failed to reach the target market because it relies on passive, indirect contacts. Consequently, our marketing approach is active and brings us into direct contact with our target market. We plan to introduce ourselves to members of our target market by sponsoring fundraising activities hosted by organizations related to or affiliated with schools, such as parent-teacher organizations and school clubs, as well as community organizations, such as libraries and community centers. At such fundraising activities, members of our target market will be invited to subscribe for our Internet access service in exchange for us making a cash donation to the host organization for each Internet access service subscription obtained at the fundraiser that continues for at least 90 days.

~~2002~~Unlike ~~Stock~~other ~~Option~~direct ~~Plan~~marketing strategies, which we believe many consumers regard with suspicion, we expect members of our target market to view solicitations at our fundraisers to be safe and inviting because:

On• ~~January 1,~~solicitations ~~2002,~~will webe ~~adopted~~made ~~our~~to ~~2002 stock~~potential ~~option~~customers ~~plan,~~in familiar settings; • solicitations will be coupled with an opportunity to obtain a donation for schools or community organizations with which ~~became~~potential ~~effective~~customers asare ofaffiliated; ~~the~~• ~~same~~teachers ~~date. The~~and ~~purpose~~other ofparents participating in the ~~plan~~fundraiser ismay toalready ~~promote~~be our ~~long~~customers, so potential customers can consult with people whom they know to learn more about us; • customers can keep their America Online subscriptions with minimal or no increase in their total monthly Internet access costs; • customers can keep their existing e-~~term~~mail ~~growth~~addresses, ~~and development~~if they use a free web-based e-mail service, such as that provided by ~~affording~~Hotmail anor ~~opportunity~~Yahoo; ~~for~~and ~~stock~~• ~~ownership~~we will have worked to ~~selected~~ ~~employees~~develop a reputation for benevolence through programs that benefit educators, ~~directors~~students, and ~~consultants~~disadvantaged families.

~~General.~~We ~~The~~believe ~~maximum number of shares of common stock~~ that ~~may be issued under options granted under~~ the ~~plan~~above ~~for~~factors ~~any~~will ~~calendar~~help ~~year in which~~to ~~the~~motivate ~~plan is in effect is ten percent of the outstanding shares of~~ our ~~common~~target ~~stock~~market ~~as of January 1 of such year. This limitation is subject~~ to ~~equitable~~subscribe adjustments upon the occurrence of any stock dividend or other distribution, stock split, merger, consolidation, combination, share repurchase or exchange, or other similar corporate transaction or event. In addition, until the plan terminates, there will be available for ~~the~~ ~~grant of options pursuant to the plan a total of 250,000 shares of~~ our ~~common~~Internet ~~stock. If an option granted~~access ~~under the plan expires or is terminated for any reason without being exercised~~service, ~~the~~which ~~shares~~we ofbelieve ~~common stock underlying such grant~~ will ~~again~~in beturn ~~available~~make ~~for~~them ~~purposes~~customers of ~~the plan. It is~~ ~~currently~~our ~~anticipated~~e-bill ~~that~~consolidation ~~no further grants will be made under this plan~~services.

~~Administration. Martin P.~~Our ~~Gilmore,~~Direct-Contact aMarketing member of our board of directors, currently administers the plan. Upon completion of this offering, our nominating and compensation committee will administer the plan. The committee will have full authority, subject to the provisions of the plan, to among other matters: Representatives

• We ~~determine~~deliver ~~the~~our ~~persons~~marketing tomessage through a community-based direct-contact marketing force, which is made up of participants whom ~~options~~we ~~will~~call beCity ~~granted;~~Managers. •Generally, ~~determine~~we define a city as the ~~type~~territory ofwithin ~~options~~a toparticular bezip ~~granted~~code, ~~the~~and ~~number~~we recruit ofone ~~shares~~City toManager beper ~~made~~city ~~subject~~that we plan to ~~options,~~enter. City Managers participate in the ~~exercise~~LightFirst ~~price~~Associate ~~and~~Program, ~~other~~which is ~~terms~~a ~~and~~community ~~conditions~~enrichment initiative designed to increase awareness of ~~the~~our ~~options;~~company and •our ~~interpret~~services in the ~~plan~~communities ~~and~~we serve. ~~prescribe~~City Managers are responsible for introducing our various community programs in their respective territories. City Managers may also be instructed by their supervisors to recruit additional participants, ~~amend~~known ~~and~~as ~~rescind~~Community ~~rules~~Associates, ~~and~~to assist ~~regulations~~with ~~relating~~activities related to the ~~plan~~introduction of our services in particular subsections of a City Manager’s territory.

~~Members~~Generally, where recruitment of ~~the~~Community Associates ~~committee~~has ~~who~~been ~~are~~deemed ~~either~~necessary, ~~eligible~~a Community ~~for~~Associate’s ~~awards~~territory is equivalent to the attendance area of ~~stock~~one ~~options~~elementary orschool ~~have~~within ~~been~~a ~~given~~town ~~stock~~managed ~~options~~by ~~may~~a City ~~vote~~Manager. onOur ~~any~~City ~~matters~~Managers ~~affecting~~recruit ~~the~~one ~~administration~~Community ofAssociate ~~the~~per elementary ~~plan~~school attendance area. Community Associates may or may not have affiliations with the ~~grant~~elementary ofschools ~~options~~whose attendance ~~pursuant~~boundaries todefine ~~the~~their ~~plan~~territories.

51 We recruit people to be City Managers and Community Associates who are active participants in community organizations and have affiliations with groups that are likely to be meaningful to members of our target market. Our marketing approach stresses community involvement and face-to-face contact with

48 ~~Grants. Options~~ ~~granted under the plan may be either “incentive stock~~ ~~options,” as such term is defined in Section 422 of~~ ~~the Internal Revenue Code, or non-qualified stock options.~~

Eligibility.Table All of our full-time and part-time employees are eligible to receive both incentive stock options and non-qualified stock options under the plan. Directors and consultants who are not full-time employees will be eligible to receive only non-qualified stock options. Contents

~~Terms~~potential ~~and Conditions of Options~~customers. ~~The~~We ~~exercise~~believe ~~price~~these oftechniques constitute a ~~stock option~~marketing ~~granted~~strategy ~~under~~that ~~the plan~~ is ~~determined~~better atsuited ~~the~~for ~~time~~ the ~~option~~distribution ~~was granted, and the exercise price~~ of anour ~~incentive~~services ~~stock option is never less~~ than ~~the~~mass-media ~~fair market value per share of our~~marketing ~~common~~campaigns. ~~stock~~During on the ~~date~~past ofyear, ~~grant.~~we ~~The~~have ~~option~~focused ~~price~~heavily ~~for~~on ~~non-qualified~~recruiting ~~stock~~City ~~options~~Managers, ~~granted~~and ~~under~~as ~~the plan cannot be less than 85%~~ of ~~the~~March 31, ~~fair~~2004, ~~market~~we ~~value (determined as of the day~~had ~~the~~approximately ~~option~~100 City isManagers. ~~granted)~~Within ofIllinois, ~~the~~we ~~shares subject to the option.~~have ~~Stock~~City ~~options~~Managers ~~are~~in ~~exercisable~~approximately at90 cities, ~~the~~towns ~~times~~ and villages ~~upon~~throughout the ~~conditions~~ ~~determined,~~Chicago asmetropolitan ~~reflected~~area. inAt ~~the~~this ~~applicable option~~time, ~~agreement.~~we ~~The~~do ~~exercise~~not ~~period~~have ~~may~~any ~~not~~City ~~exceed~~Managers ~~10 years~~located ~~from the~~outside ~~date~~ of ~~grant~~Illinois.

~~Unless~~The ~~earlier~~primary ~~terminated~~community ~~pursuant~~programs tothat ~~the~~our ~~provisions of the plan or the grant agreement~~Associates, ~~options~~including ~~will terminate~~City inManagers ~~their~~and ~~entirety,~~Community ~~whether vested in whole or in part~~Associates, ~~one~~use ~~year after the date the option recipient is no longer employed by or providing services~~ to usgenerate ~~for~~awareness any reason other than death, disability or retirement. If an option recipient’s employment or service terminates for cause, all options held by the option recipient will terminate upon termination. Generally, in the event that the employment or service of anour ~~option~~services ~~recipient~~are ~~terminates~~ as ~~a result of death,~~follows: ~~disability or retirement, all options that are not exercisable~~ at the time of termination will terminate and all options that are exercisable at the time of termination may be exercised for a period of one year immediately following termination but in no case after the options expire in accordance with their terms.

If• weFundraisers. ~~are~~Associates ~~merged~~help ororganizations ~~consolidated~~set ~~with~~up ~~another corporation,~~and run fundraisers. Public and weprivate ~~are~~schools, ~~not~~as ~~the~~well ~~surviving~~as ~~entity~~other community organizations, orcan ifassociate ~~all~~with ~~or substantially~~our ~~all~~subscription ofdrives and earn between $25 to $50 for each person who subscribes for our ~~assets~~service ~~are~~for ~~acquired~~a byperiod ~~another~~of ~~entity~~at least 90 days. Associates offer organizations advice, or ifresources, wepublicity, ~~are~~and ~~liquidated~~fundraising expertise. In exchange, ~~reorganized~~we orgain ~~become~~new ~~all~~customers orand generate goodwill within a community. • Disadvantaged Student Program. As part of ~~a successor~~our ~~entity~~fundraiser program, ~~then~~we ~~appropriate~~intend ~~and~~to ~~equitable~~provide ~~arrangements shall~~free bedial-up ~~made~~Internet ~~for~~access ~~the~~to ~~substitution~~students identified by participating schools as disadvantaged or ~~exchange~~in ~~for~~need ~~other property~~of special assistance. The benevolent aspect of this program allows Associates to stress our ~~outstanding~~community ~~options~~commitment when speaking with potential fundraiser hosts. In• ~~addition~~Student Internship Program. Associates may recruit participants for our Student Internship Program. Through this program, ~~upon~~we ~~the occurrence~~intend ofto ~~any~~hire ofhigh ~~the~~school ~~foregoing~~and ~~events~~college ~~that~~students ~~does~~with ~~not~~computer ~~also result~~experience into aprovide ~~change~~technical insupport ~~control~~to our customers. • Educator Discount Program. Through our Educator Discount Program, ~~the~~we ~~administrator~~intend ofto ~~the~~offer ~~plan may~~teachers, inschool ~~its~~principals, ~~sole~~teachers’ ~~discretion~~aides, ~~accelerate~~and ~~any~~other ~~vesting~~educators ~~requirements or~~a ~~exercise~~discounted ~~dates~~rate on our dial-up Internet access service. Associates can promote our Educator Discount Program as a community service and use it as a means to initiate contact with ~~respect~~school personnel. • Community Business Directory. We are developing a community business directory that will allow our customers to ~~any~~search orfor ~~all~~businesses ~~outstanding~~in ~~options on~~their ~~any~~community. ~~basis~~We ~~and~~will ~~subject~~solicit local businesses to ~~such~~participate ~~conditions~~in our directory at no charge. We expect that Associates will be able to use the community business directory as a means to initiate contact with local businesses to generate awareness about our services among local businesses. • Internet Training Courses. We are ~~deemed acceptable~~developing community training programs to provide free classes in basic Internet skills. With the ~~administrator,~~help ~~which~~of ~~acceleration~~Associates, ~~whether~~we ~~in full~~will orrecruit ininstructors ~~part~~from the pool of teachers to whom we provide dial-up Internet access service to teach such classes. We intend to offer classes at local schools and libraries, ~~need~~which ~~not~~we behope will donate the ~~same~~use ~~with~~of ~~respect~~their facilities to ~~all~~us. ~~option recipients~~The purpose of our Internet training program is to generate community awareness about our services and to provide our customers with a helpful, community-oriented service.

~~Employment~~Associate ~~Agreements~~Recruitment, Supervision and Compensation

~~Martin P.~~We ~~Gilmore~~have ~~entered~~a ~~into~~team aof ~~three~~full-~~year~~time, salaried employees ~~employment~~called ~~agreement~~Area ~~with~~Directors ~~us,~~who ~~which~~recruit ~~became~~City ~~effective~~Managers asand ofsupervise ~~January 1,~~their ~~2003~~activities. ~~Pursuant~~We tocurrently ~~this~~employ ~~agreement~~six Area Directors, each ~~Mr. Gilmore~~of ~~receives~~whom manages a ~~base~~territory ~~salary~~that ofcomprises $1between ~~per~~eight ~~year~~and 14 zip ~~for~~codes. We have developed a series of web-based ~~serving~~management astools ~~our~~that ~~president~~aid ~~and~~Area ~~chief~~Directors ~~executive~~in ~~officer.~~recruiting InCity ~~addition,~~Managers ~~Mr. Gilmore~~and ismonitoring ~~eligible~~the toactivities ~~receive~~of aCity ~~quarterly~~Managers in their ~~bonus~~territories. ~~for~~We ~~achieving~~have ~~certain~~also ~~subscriber~~developed ~~acquisition~~tools ~~goals~~that asallow ~~set~~City ~~forth~~Managers into monitor the ~~employment~~progress ~~agreement~~of LightFirst programs in their respective towns. ~~The~~Area ~~bonus~~Directors ~~for~~instruct aCity ~~particular~~Manager ~~quarter~~candidates ~~will~~to becomplete ~~calculated~~an byonline ~~multiplying~~application ~~the~~form ~~number~~located ofin a ~~subscribers~~special ~~acquired~~area ~~during~~of ~~such~~our ~~quarter by $0~~website.~~50.~~ ~~If,~~Once ~~however~~approved, ~~the~~ ~~number~~City ofManagers electronically ~~acquired~~sign ~~subscribers~~an ~~for~~independent ~~the~~agent ~~quarter~~agreement ~~meets~~that oroutlines ~~exceeds~~the terms of the ~~goal,~~understanding between them and us and outlines the ~~bonus~~plan ~~for~~by ~~that~~which ~~quarter~~we will becompensate ~~$1.00~~them ~~per acquired~~for ~~subscriber~~their efforts.

WeIn ~~may~~addition ~~terminate~~to ~~Mr. Gilmore’s employment~~their ~~at any time~~salaries, ~~with~~Area ~~or without cause, and~~Directors ~~Mr. Gilmore~~receive ~~may~~a ~~terminate~~commission ~~his~~equal ~~employment~~to at1% ~~any time upon giving written notice~~ of ~~his~~an ~~resignation~~amount tothat uswe atrefer ~~least~~to ~~60 days~~as ~~before~~ the ~~date~~“net oftransactional ~~such~~yield,” ~~resignation.~~which ~~If Mr. Gilmore’s employment with us~~ is ~~terminated by us~~described ~~without~~in ~~cause,~~greater ordetail ~~due to his resignation for good reason~~below, ~~then Mr. Gilmore~~earned ~~will~~in betheir ~~entitled~~respective ~~to receive his base salary~~territories. ~~through~~The ~~the~~compensation ~~date~~ of ~~termination;~~City ~~plus~~Managers aand ~~lump-sum~~Community ~~cash~~Associates ~~calculated~~is byalso ~~multiplying~~based ~~the~~on ~~annual subscriber goal for~~ a ~~twelve-quarter~~ ~~period by $1.00 and then subtracting the sum of all bonuses paid~~ ~~to Mr. Gilmore between January 1, 2003 and the date of~~ ~~termination. In addition, Mr. Gilmore would be eligible to continue his participation in our health and other insurance benefit programs through the one-year anniversary of the date of termination.~~

5249

CERTAINTable TRANSACTIONS of Contents

Wepercentage ~~borrowed~~of ~~$620,000~~net ~~from~~transactional ~~Richard R. Gritzke,~~yield aearned ~~holder~~in their ofassigned ~~our~~territories. ~~common~~Net ~~stock,~~transactional ~~pursuant~~yield tois ~~(1) a~~defined ~~promissory~~in ~~note~~the ~~for~~independent ~~$420,000~~agent ~~between~~agreement ~~Mr. Gritzke~~as ~~and~~the ~~us,~~sum of all amounts ~~dated~~earned ~~July 15,~~by ~~2002,~~us as ~~amended,~~profit ~~and~~on ~~(2) a~~each ~~promissory note~~transaction ~~for~~performed ~~$200,000~~through ~~between~~our online Mrbill presentment service. ~~Gritzke~~ ~~and~~For ~~us,~~the ~~dated November 2,~~purpose ~~2002,~~of asthe ~~amended.~~net transactional ~~Each~~yield ofcalculation, ~~these~~“profit” ~~promissory~~is ~~note~~defined ~~bears~~as ~~interest~~the atdifference between the ~~rate~~amount ofpaid ~~10%,~~by isthe ~~due~~consumer onfor ~~January 2,~~a ~~2004,~~product ~~and~~or isservice ~~secured~~and bythe acost ~~blanket~~to ~~lien~~us onto ~~all~~purchase ofand ~~the~~to ~~personal~~present ~~property~~the ofbill ~~our~~for ~~president~~such ~~and~~product ~~chief~~or ~~executive officer, Martin P~~service. ~~Gilmore.~~

AsThe following hypothetical example illustrates the calculation of ~~June 30,~~net ~~2003,~~transactional weyield ~~have~~on ~~borrowed~~an individual ~~$300,000~~bill: ~~from~~We ~~Robert L.~~might ~~Gritzke,~~enter into a ~~holder~~reselling ofagreement ~~our~~pursuant ~~common~~to ~~stock,~~which ~~pursuant~~we are able to ~~the~~purchase ~~Revolving~~cellular ~~Line~~telephone ofservice ~~Credit~~from XYZ ~~Loan~~Cellular ~~Agreement~~Company at an 18% discount relative to the ~~between~~customary Mrretail rate. ~~Gritzke~~ ~~and~~In usa particular month, ~~dated~~one ~~December 12~~of our customers might incur charges that would, ~~2002~~under normal retail circumstances, total $80.00. However, because of our agreement ~~and~~with ~~amended~~XYZ onCellular ~~March 15~~Company, ~~2003~~the cost to us to purchase and present this bill to the customer is $65.60. ~~Under~~If the customer’s ~~terms~~charge ofis $72.00 for this bill, our profit or ~~revolving~~net ~~credit~~transactional ~~facility,~~yield ~~which~~for wethis ~~use~~bill is equal to ~~partially~~the ~~satisfy~~difference between ~~our~~$72.00 and $65.60, or $6.40. Our current compensation ~~short-term~~structure ~~needs~~calls for ~~working~~Area ~~capital~~Directors, weCity ~~may~~Managers ~~borrow~~and upCommunity Associates to $ receive 1~~.5 million~~%, at3%, anand ~~interest~~5%, ~~rate~~respectively, of ~~9%.~~net transactional ~~The~~yield ~~revolving~~generated ~~line~~in their respective territories. ofOf ~~credit~~the ~~facility~~$6.40 ~~has~~in anet ~~maturity~~transactional ~~date~~yield ofon ~~December 31,~~the bill described ~~2004~~above, ~~and~~1%, itor is$0.06, ~~secured~~would bybe apaid ~~blanket~~to ~~lien~~the onArea ~~all~~Director ofassigned to ~~our~~the ~~assets~~territory in which that customer resides, 3%, or $0.19, aswould ~~well~~be aspaid to the ~~personal~~City ~~guarantee~~Manager offor ~~our~~that ~~president~~territory, and ~~chief~~5%, or ~~executive~~$0.32, ~~officer~~would be paid to the Community Associate for that territory and the remaining 91%, ~~Martin~~or P$5.97, ~~Gilmore~~would be retained by us.

WeBecause ~~entered~~we ~~into~~have ~~registration~~not ~~agreements~~yet ~~with~~begun ~~each of~~to ~~Richard~~offer R.the ability ~~Gritzke~~to ~~and~~pay ~~Robert~~third-party L.bills ~~Gritzke~~through one-Bill ~~May 1~~Manager, ~~2001~~we have innot ~~connection~~yet ~~with~~paid ~~their~~any ~~respective~~compensation ~~purchases~~to ofour City Managers under the independent agent agreement. However, in June 2003 we awarded 250 shares of our common stock. ~~Pursuant~~ to ~~these~~each ~~registration~~of ~~agreements,~~76 ~~Messrs.~~City Managers ~~Gritzke~~for ~~and~~their ~~Gritzke~~efforts ~~have~~in connection with the ~~right~~LightFirst toAssociate Program. ~~require~~These us76 toCity ~~name~~Managers ~~them~~were asinstrumental in the initial ~~selling~~development ~~securityholders~~of the Associate Program and provided valuable services to us, which included providing advice and conducting research with respect to ~~all~~the development of their ~~shares~~territories, meeting with local leaders to discuss LightFirst’s programs, developing relationships with community groups in their territories, administering a pilot charitable fundraising program, and generating awareness of our services in their ~~common~~assigned ~~stock~~towns. ~~Messrs.~~We ~~Gritzke~~made ~~and~~these ~~Gritzke~~awards ~~have~~of ~~not~~stock ~~elected~~in toreliance on the ~~exercise~~exemption ~~such~~from registration ~~rights~~under inthe ~~connection~~federal ~~with~~securities ~~this~~laws ~~offering~~contained in Rule 701 under the Securities Act of 1933.

InCity ~~April~~Managers ~~2001~~may webe ~~purchased~~instructed ~~Internet~~by ~~service~~their Area ~~subscriber~~Directors ~~accounts~~to ~~from~~recruit ~~Avenew.com,~~Community ~~Inc.,~~Associates afor ~~related~~their ~~party.~~assigned ~~Martin P~~territories. ~~Gilmore,~~A ~~our~~Community ~~president~~Associate ~~and~~is ~~chief~~a ~~executive officer,~~participant ~~was~~in ~~also~~ the ~~president and chief executive officer of~~ ~~Avenew.com,~~Associate ~~Inc.~~Program atwho ~~the~~assists ~~time of~~ the ~~purchase.~~City InManager ~~addition,~~with activities ~~Mr. Gilmore~~for ~~was~~a ~~the~~particular ~~member~~subsection of the ~~board~~City ~~of directors of~~Manager’s ~~each company at the time of the purchase~~territory. ~~Under~~The ~~the~~Community ~~terms~~Associate’s ofrelationship ~~the~~with us ~~purchase,~~is wealso ~~agreed~~governed toby ~~assume~~an ~~the~~independent ~~obligation~~agent toagreement, ~~provide~~and ~~Internet~~a ~~service~~Community toAssociate’s ~~the~~compensation ~~customer~~is ~~base~~also ~~for~~based ~~the~~on ~~remainder~~a percentage of ~~their~~net ~~prepaid contract~~transactional ~~period.~~yield ~~The~~generated ~~remaining~~in ~~contract periods ranged from less~~that ~~than~~Community ~~one~~Associate’s ~~month~~assigned toterritory ~~one~~or ~~year~~territories. ~~The cost of the acquired customer~~We ~~list,~~currently ashave ~~reflected~~a inlimited ~~the~~number ~~accompanying~~of ~~balance~~Community ~~sheet~~Associates in ~~the~~ ~~Index~~territories towhere ~~Financial~~we ~~Statements~~have ~~section~~deemed ofthat ~~this~~our ~~prospectus, represented~~activities ~~the~~warrant ~~total of~~ the ~~deferred revenue at the original~~ ~~acquisition~~engagement ~~date~~of ~~along~~additional ~~with~~marketing ~~the~~representatives. ~~revenue~~We ~~generated~~intend ~~by the~~to ~~customer~~increase ~~base~~our ~~during~~marketing ~~the~~efforts ~~first~~after ~~six months following~~ the ~~purchase date. The customer list cost us $261~~offering,~~316~~ and iswe ~~being amortized~~expect onthat aour ~~straight-line~~activities ~~basis~~with ~~over~~regard ato ~~thirty-six~~recruitment ~~month~~and ~~period~~engagement ~~from the~~of ~~respective~~Community ~~date~~Associates ofwill ~~acquisition~~likewise increase.

53 Our standard independent agent agreement allows us, at our option, to pay advances and bonuses to City Managers and Community Associates. We intend to pay City Managers a monthly advance in a fixed dollar amount in anticipation of compensation to be earned in the future. We currently propose to pay an advance of approximately $2,500 per month to each City Manager, but we may raise or lower the advance amount at our discretion as circumstances might require. We also intend to pay Community Associates an advance calculated on the basis of the number of new subscribers in a Community Associate’s territory. We currently propose to pay advances of approximately $50 per new subscriber to each Community Associate in anticipation of compensation to be earned in the future, but we may raise or lower the advance amount at our discretion as circumstances might require. For both City Managers and Community Associates, compensation earned will be credited against the balance of all advances paid as long as that balance is greater than zero. In addition, the independent agent agreement provides that we may, from time to time, offer bonuses to members of either or both groups based on the number of new

50 ~~PRINCIPAL STOCKHOLDERS~~

TheTable following table presents information regarding the beneficial ownership of our common stock as of March 31, 2003, and as adjusted to reflect the sale of common stock in this offering. Contents

• subscriptions ~~each~~acquired ~~person~~in ~~who~~their ~~beneficially~~territories during ~~owns~~a ~~more~~set ~~than~~period. 5%Our ofcurrent ~~our~~compensation ~~common~~structure ~~stock;~~calls for •City ~~each~~Managers ofto ~~our~~receive ~~directors,~~a ~~director~~per-subscriber ~~nominees~~bonus ~~and~~of ~~named~~between $5 ~~officers;~~ and ~~• all current executive officers and directors as a group~~$20.

~~Beneficial~~Geographical ownership is determined under the rules of the Securities and Exchange Commission. These rules deem common stock subject to options currently exercisable, or exercisable within 60 days, to be outstanding for purposes of computing the percentage ownership of the person holding the options or of a group of which the person is a member, but these rules do not deem the stock to be outstanding for purposes of computing the percentage ownership of any other person or group. Market

ToMembers of our ~~knowledge,~~target ~~the~~market ~~persons~~tend ~~named~~to reside in suburban ~~the~~neighborhoods. ~~table~~We plan to introduce our e-bill ~~have~~consolidation ~~sole~~services, ~~voting~~with the help of City Managers and Community ~~sole~~Associates, ~~investment~~on ~~control~~a ~~with~~town-by-town ~~regard~~basis, toconcentrating ~~all~~on ~~shares~~the ~~beneficially~~suburbs ~~owned~~of large U.S. ~~The~~cities. ~~applicable~~We ~~percentage~~currently ~~ownership~~operate only in ~~for~~the ~~each~~Chicago ~~stockholder~~metropolitan ~~before~~area ~~the~~and ~~offering~~have isbegun ~~based~~to onimplement ~~6,387,000~~the ~~shares~~first stages of our ~~common~~marketing ~~stock~~plan ~~outstanding~~in ~~immediately~~this ~~prior~~market. In order to maintain steady growth, we plan to expand beyond the Chicago ~~effective~~metropolitan ~~date~~area ofto ~~the~~new ~~offering~~markets. ~~The~~We ~~percentages~~have ~~for~~identified ~~after~~a number of metropolitan areas that we believe have the demographic ~~offering~~characteristics ~~give~~necessary ~~effect~~for tothe ~~our~~successful ~~issuance~~marketing and adoption of ~~each~~our e-bill consolidation services. There are many factors that may affect our decision to enter some or all of these additional markets, including the ~~minimum~~outcome of further 1research relating to these markets,~~200,000~~ ~~shares~~the success of ~~common~~this offering, ~~stock~~and ~~being~~future ~~offered~~economic byand usmarket ~~and~~conditions. ~~the~~Although we ~~maximum~~intend ofto 2expand into additional metropolitan areas,~~000,000~~ ~~shares~~we ofdo ~~common~~not believe ~~stock~~that ~~being~~our ~~offered~~business byplan usis dependent upon our expansion beyond the Chicago metropolitan area.

~~Each~~Customer ~~person~~Service ~~named~~and ~~in the table can be contacted~~Technical ~~at our principal business address, which is 25 Northwest~~Support ~~Point Boulevard, Elk Grove Village, Illinois 60007.~~

						Percentage of
						Outstanding
						Shares to be Owned
	Number of
	Shares					After the			After the
	Beneficially		Before the			Offering-			Offering-
Name	Owned		Offering			minimum			maximum
5% Holders:
Richard R. Gritzke		660,000		10.3	%		8.7	%		7.9	%
Robert L. Gritzke		600,000		9.4	%		7.9	%		7.2	%
Directors, Director Nominees and Named Officers:
Martin P. Gilmore		4,121,250		64.5	%		54.3	%		49.1	%
John Rehayem		18,750		*			*			*
Steven Kennedy		*		*			*			*
Thomas Wheeler		*		*			*			*
Dr. Bin Yang		50,000		*			*			*
Lawrence Kinsella		20,000		*			*			*
Raymond Gavala		50,000		*			*			*
Executive officers and directors as a group (7 persons)		4,260,000		66.7	%		56.1	%		50.8	%

Our customer service and technical support model is designed to keep costs low while retaining the ability to scale rapidly to accommodate growth.

* Online ~~Less~~Registration, ~~than~~Quick 1%Setup Program, and LightFirst Launcher. We allow new customers with existing Internet access to simplify the account creation process with us by registering online for our dial-up Internet access service. Because the majority of technical support calls that we receive relate to the initial registration and setup process, we have developed a proprietary software application called Quick Setup Program that automates most of the initial setup process. Our Quick Setup Program automatically configures with our account settings the browser and dialer software on a customer’s computer. Our Quick Setup Program also helps lower costs by reducing the number of setup-related technical support calls we receive.

54 Our Quick Setup Program installs a proprietary software program of ours called LightFirst Launcher on a customer’s computer. LightFirst Launcher simplifies technical support calls by allowing our customers to control and change all relevant web browser, dialer, and operating system settings from the same application. Because LightFirst Launcher reduces the number of mouse clicks per task, it allows us to reduce support call times and associated costs. LightFirst Launcher also helps our customers to perform certain potentially complicated tasks, such as creating and managing multiple family accounts on one computer, without assistance from our technical support staff.

~~DESCRIPTION~~30-Day OFFree ~~CAPITAL~~Trial ~~STOCK~~Membership. We offer new customers the opportunity to try our dial-up Internet access service for 30 days at no charge. The purpose of the trial membership is to remove a potential financial obstacle to customer acquisition by making it easier for customers to start using our dial-up Internet access service right away. Once a customer has used our dial-up Internet access service for 30 days, we believe he or she will decide that it is equivalent to competing services and our low monthly cost is a bargain.

~~Common~~Student ~~Stock~~Internship Program. In addition to generating community goodwill, our Student Internship Program offers us other benefits. The knowledge needed to provide technical support to most of our customer queries is specialized but not highly technical. We believe that high school students and college students are ideal candidates for this task because they tend to be proficient with computers and keep abreast of changing technology. Moreover, our experience has shown us that the daily productivity of technical support staff diminishes rapidly after four hours of service. Accordingly, we believe that our technical support function is enhanced by staffing it mostly with student interns who desire a part-time work schedule and thus do not work a full eight-hour day. Similarly, our experience has shown that job satisfaction tends to decrease among technical support staff over time, which degrades the level of technical support provided to customers. However, we believe that the pool of potential student intern

51 ~~Our authorized capital stock consists of~~ ~~10,000,000 shares of common stock, $.001 par value. Each share~~ ~~of our common stock has one vote. Because holders of our common~~ stock do not have cumulative voting rights or preemptive or other subscription rights, the holders of a majority of our common stock can elect all of the members of our board of directors. We cannot redeem our common stock. Holders of our common stock are entitled to any dividends as may be declared by our board of directors out of legally available funds. If we are liquidated, dissolved or wound up, the holders of our common stock are entitled to receive a pro rata portion of all of our assets available for distribution to our stockholders after payment of our liabilities. All outstanding shares of our common stock are fully paid and non-assessable.

ProposedTable Listingof on a National Securities Exchange Contents

Atcandidates ~~this~~on ~~time,~~which ~~our~~we ~~common~~can ~~stock~~draw is ~~not~~deep ~~listed on any securities exchange,~~ and ~~no public market exists for our~~ ~~common~~renews ~~stock~~regularly. WeAccordingly, ~~intend~~we tobelieve ~~apply~~we towill ~~have~~avoid ~~our common stock listed on a national securities exchange under~~ the ~~trading symbol~~ ~~“LFST”~~problem orof adeclining ~~similar~~productivity ~~symbol,~~by ~~but~~staffing ~~we have not yet applied to list~~ our ~~common stock on any securities exchange.~~technical ~~After~~support wefunction ~~submit~~with anstudents ~~application~~who, toby ~~list~~their ~~our~~own ~~common stock on a securities exchange~~choosing, ~~we will~~ do not ~~know~~plan ~~whether~~to ~~we will~~ be ~~approved~~ ~~for~~in ~~listing until after~~ the ~~conclusion~~position offor ~~this offering.~~a ~~Although~~long ~~we believe that we can satisfy the listing requirements of one or more national securities exchanges following the conclusion of this offering, there is no assurance that we will be able to do so~~time.

~~Registration~~Virtual ~~Rights~~Call Center. Our Virtual Call Center allows our student interns to provide technical support services from their homes using their own computers. We have developed a proprietary call management software called Call Center Monitor, which allows remote technical support staff to retrieve and answer customer requests for technical support. We reimburse students for telephone usage charges in connection with the telephone calls they make to our customers. Call Center Monitor provides us with management tools that allow our full-time technical support supervisors to manage the activities of our student interns remotely. Because our costs for physical implementation, recruitment, and training are low, our Virtual Call Center model can scale rapidly as our customer base grows.

WeLog-in ~~entered into registration agreements with each~~Assistant. ofAside ~~Richard~~from R.initial ~~Gritzke and Robert L. Gritzke on May 1~~configuration difficulties, ~~2001 in~~the ~~connection~~most ~~with~~common ~~their~~reason ~~respective~~for ~~purchases~~customers ofto ~~shares of our~~call ~~common~~technical ~~stock.~~support ~~Pursuant~~is to ~~these~~retrieve ~~registration~~forgotten ~~agreements, Messrs~~passwords. ~~Gritzke~~ ~~and~~We ~~Gritzke~~ have developed ~~the~~a ~~right~~proprietary tosoftware ~~require~~application uscalled ~~to name them as~~Log-in ~~selling~~Assistant ~~security~~that ~~holders~~enables ~~with~~customers ~~respect~~who tohave ~~all~~forgotten their ~~shares of~~ ~~common~~passwords ~~stock. Messrs. Gritzke and Gritzke have not elected~~ to ~~exercise~~ ~~such~~obtain ~~registration~~a ~~rights~~password inreminder ~~connection~~without ~~with this~~calling ~~offering~~technical support.

~~Transfer Agent and Registrar~~Revenue

~~Continental~~We ~~Stock~~believe ~~Transfer~~our ~~Company~~position ~~will~~as ~~act~~an asintermediary between our ~~transfer~~customers ~~agent~~and providers of household products and services aswill ~~registrar~~allow ~~for~~us ~~our~~to ~~common~~earn ~~stock~~revenue on customer transactions performed using e-Bill Manager. We anticipate having several distinct primary revenue streams, which are summarized in the table below.

Anti-Takeover Provisions

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