Direct Public Offering (DPO) Web Site

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Welcome to Hyperpedia Corporation's Direct Public Offering (DPO) web site, and thank you for considering an investment in Hyperpedia Corporation.

Hyperpedia Corporation will offer shares of its Common Stock at $5 per share, in order to fund expansion of the Company's digital publishing ventures and for working capital. This offering will be made by prospectus only, to residents of selected states.

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Our shares will be available only to residents of:
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INSTRUCTIONS:

	Read the offering completely.
	Print and fill out the Subscription Agreement.
	Mail the Subscription Agreement, along with payment.

Before making any purchase, one must read the offering completely. You are further encouraged to seek out the advice of a competent investment advior to determine if this is a suitable investment for you.

If you decide to invest in the Company's offering, print and fill out either the (New York Resident) Subscription Agreement or the (Non-U.S. Citizen) Subscription Agreement completely. By signing either Subscription Agreement, you confirm that you have read and accepted the offering material.

A DPO is a Direct Public Offering. This means that we are going directly to the public to raise capital through an initial stock offering. DPOs are designed so that small businesses can raise capital in a relatively easy and low-cost fashion. Like any stock offering in the United States, a DPO is regulated by the Securities & Exchange Commission and by each state in which it is offered.
 

A DPO must be registered with the Securities & Exchange Commision and each state in which it is offered. Hyperpedia Corporation has filed with the SEC and The New York Department of State. The company then announces the offering and makes the filed Offering Circular available to qualified investors (in this case, New York State and non-U.S. residents, and New Jersey residents shortly.)

Potential investors are invited to read the Offering Circular and, should they choose to invest, fill out a Subscription Agreement stating that they have reviewed the Offering Circular, and then include the Subscription Agreement with payment. When payment and the Subscription Agreement are received, the company sends the investor his or her stock.

The Internet offers a tremendous new medium for DPOs since, unlike an IPO, SEC regulations allow companies actively to advertise and promote the sale of certain DPOs.  Also, the SEC now allows the electronic transfer (e.g., via the Internet) of the company's prospectus to the investor; this was not allowed until after October 1995, when the SEC ruled that electronic delivery is "good delivery."  Both of these actions make the Internet an effective tool for offering stock to the public through a DPO.
 

An IPO is done through a syndicate of investment banking houses, whereas a DPO is offered directly to the public by the company making the offering. Often, IPOs are available only to preferred customers of the brokerages involved with the offering. This means that the average investor is excluded from participating and can buy stock only on the open market after the offering has "gone public" (begun to trade). DPOs allow companies to raise equity financing while at the same time offering investors the opportunity to invest at early stages -  stages that venture capitalists and accredited (high net-worth) investors usually dominate.
 

In each state in which it is offered, a DPO must be registered with the state agency overseeing securities regulation in that state. Each state has different requirements for such a filing, and its own fees. Since DPOs tend to be for smaller amounts of capital and fewer of shares than do IPOs, companies tend to limit their offerings to one or a few states in which they operate or are headquartered.
 

The Subscription Agreement is required by the state(s) in which the offering is made and confirms that you have read and accepted the offering material. After reading the Offering Circular, if you chose to purchase stock be sure to print the appropriate Subscription Agreement, fill it out, and send it along with your payment. Hyperpedia currently offers two different Subscription Agreements: one for New York State residents and one for non-U.S. residents.
 

Investing in any small business involves a high degree of risk, and investors should not invest any funds in the offering unless they can afford to lose their entire investment. The Offering Circular presents the Company's management's view of the most substantial risks to an investor in the "Risk Factors" section.
 

The information on this page is not the offering, nor is it a solicitation to buy stock. The information on this page is only about how a DPO works and how to view the offering and other documents. The offering itself can be made only by prospectus (also called the "Offering Circular"). Since a DPO is regulated by the Securities and Exchange Commission (SEC) and the applicable states involved (in this case, New York and New Jersey) the offering contains a detailed description of the offering and its associated risks, in a standard approved format of the SEC and those states. (The offering itself has not been approved by any governmental agency. No offering ever is.)

To view Hyperpedia Corporation's offering online, click here.
 

Mail (Post) Instructions   A check for the total amount should be attached to the Subscription Agreement, and made payable to:

Wire Instructions   Payment by wire should be made to:

 

The Shares are offered subject to prior sale, and the Company reserves the right to reject any offer in whole or in part. The Company will send written confirmation by U.S. Mail to notify subscribers of the acceptance of their subscriptions within ten (10) days of their acceptance (i.e., signed copies of the Subscription Agreement). Common Stock certificates will be delivered to investors by means of Federal Express or other delivery service within thirty (30) days of acceptance of the subscription by the Company.

Funds received by wire will reserve your subscription. The Company cannot accept and confirm any subscription until it has received the signed subscription agreement.

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THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
 
 

IMPORTANT INFORMATION

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS," HEREIN, FOR THE RISK FACTORS THAT MANAGEMENT BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTOR IN THIS OFFERING.

IN MAKING AN INVESTMENT , INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED OR APPROVED BY ANY FEDERAL OR STATE SECURITIES COMMlSSION OR REGULATORY AUTHORITY.

FURTHERMORE, THESE AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS OFFERING CIRCULAR HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549, AND WITH THE VARIOUS SECURITIES DIVISIONS OF THE STATES LISTED BELOW. THE EFFECTIVE DATE OF THIS OFFERING CIRCULAR IS February 17, 2000.

This Offering is being registered for offer and sale in the following states and jurisdictions: New York and New Jersey.