USPages.net, Inc.
http://www.uspages.net


May 31, 1999

Executive Summary:

Attached is an application for a Regulation D 504/SCOR offering with an aggregate value of $960,000. This offering is being registered in 27 states. The aggregate is to be achieved by issuing to investors 860,000 shares (valued by the Company at $1.00 per share) of Common Stock of USPages.net, Inc., (an Internet website building and hosting company) and by issuing 100,000 "free" promotional shares of the Company's Series A Common Stock valued by the Company at $1.00 per share to individuals who register with the Company via the Company’s website. Below is a summary of the Company’s plan. Please refer to Item 3(d) for additional explanation:

Common Stock:

The Company is offering one share of the Company’s Common Stock as a bonus for each $1.00 spent by each customer (within registered states) towards the purchase of the Company’s website building and website hosting services during each customer’s first year. The Company’s intent is to acquire a business base in exchange for a portion of the Company’s equity. A total of 860,000 shares are being offered to the Company's website services-purchasing customers via this program. These shares have been assigned a value by the Company of $1.00 per share. As consideration for these shares, the Company will receive $1.00 in website services sales and limited demographic information from its customers.

Series A Common Stock:

The Company is offering one hundred thousand shares of the Company’s Series A Common Stock as a promotional offer to individuals in exchange for visiting the Company’s website and registering in the Company's database. Each website visitor may earn a maximum of two shares of the Company’s stock by registering for one share, then referring another visitor to the website for an additional share. Each visitor-registrant is under no obligation to provide cash, a service, or any other tangible consideration in exchange for the stock award. As consideration for Series A Common Stock, the Company will receive limited demographic information from the registrants. Even though these one hundred thousand shares are being given away for no tangible consideration, the Company recognizes that there is intangible advertising benefit being received in exchange for these shares. As such, the shares being issued through this program have been assigned by the Company the same value (i.e., $1.00 per share) as the 860,000 Common Stock shares being issued to purchasers of the Company's website services. Series A Common Stock shareholders may vote on matters affecting the attributes of this class of stock, but not on other matters. The intent of this giveaway program is to generate advertising publicity and a database of contacts/shareholders for future business opportunities.

No selling agent is being used for this offering. The Company’s Vice President will conduct all sales without additional compensation for this task. Where applicable, the Company is requesting a waiver of any examination requirement for officer-issuer. Form U-4 and Form BD (Broker Dealer) are included herewith.

Thank you.


 /s/ Paul Warner            
Paul Warner, Vice President