S-1

As filed with the Securities and Exchange Commission on September 4, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

99 Cent Stuff, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida (State or jurisdiction of incorporation or organization) 5331 (Primary Standard Industrial Classification Code Number) 77-0398908 (I.R.S. Employer Identification No.)

1801 Clint Moore Road

Boca Raton, Florida 33487

(561) 999-9815

(Address, including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Raymond Zimmerman

1801 Clint Moore Road

Boca Raton, Florida 33487

(561) 999-9815

(Name, Address Including Zip Code and Telephone Number,

 Including Area Code, of Agent for Service)

Copies to:

Michael D. Karsch, Esq. Sachs Sax Klein 301 Yamato Road Boca Raton, Florida 33431 (561) 994-4499 James Schneider, Esq. Schneider Weinberger LLC 2499 Glades Road Boca Raton, Florida 33431 (561) 362-9595

Approximate date of proposed sale to the public:

As soon as practicable after this registration statement

becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ]

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

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

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

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

CALCULATION OF REGISTRATION FEE

&nbs p;
Title of each class of securities to be registered	Amount to be Registered	Proposed Maximum Aggregate offering price per Unit(1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Units	1,000,000	$5.00	$5,000,000	$404.50
Common Stock underlying Warrants included in the Units	1,000,000	$7.00	$7,000,000	$566.30
Underwriter’s Purchase Option	100,000	$.001	$400	—
Units Underlying Underwriters Purchase Option	100,000	$6.00	$600,000	$48.54
Common Stock issuable upon exercise of  Purchase Warrants underlying Underwriter's Purchase Option	100,000	$8.40	$840,000	$67.96
Total				$1,087.30

————————

(1)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933.

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 said Section 8(a), may determine.

ii

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

PROSPECTUS SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2003

MINIMUM OF 600,000 UNITS

MAXIMUM OF 1,000,000 UNITS

99 Cent Stuff, Inc. is offering a minimum of 600,000 units and a maximum of 1,000,000 units on a “best efforts” basis. Each unit consists of one share of common stock and one warrant. The common stock and warrants will trade separately immediately. The exercise price of the warrants will be $7.00 per share. The warrants will expire three years from the date of this prospectus. The initial public offering price of the units is expected to be between $5.00 and $6.00 per unit.

We will not close this offering unless we receive commitments to purchase at least 600,000 units by ___________, 2003. If we receive commitments to purchase 600,000 shares by _________, 2003, we will hold the initial closing and we will continue to offer up to an additional 400,000 units until _________, 2003. Until the initial closing, funds will be held in escrow by ___________. If we have not received commitments to purchase 600,000 units by _________, 2003, the offering will terminate and all funds held by the escrow agent will be returned promptly to the purchasers without interest.  The offering may be extended by agreement of 99 Cent Stuff and the placement agent for up to an additional 3 months.

Our common stock currently trades on the OTC Bulletin Board under the symbol “VNOW”. On August 29, 2003, the closing bid price on the common stock was $9.00. Prior to the offering, there has been no public market for our units or warrants. We expect that the units and warrants will be quoted on the OTC Bulletin Board.

We have entered into a placement agency agreement with Keating Investments LLC, a registered broker-dealer, under which Keating Investments will act as our placement agent on a “best efforts” basis in connection with the offer and sale of the shares. A “best efforts” underwriting means that Keating Investments LLC is not obligated to purchase any of the shares offered.

The purchase of the units involves a high degree of risk. Please see “Risk Factors” beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Unit	Total Minimum	Total Maximum
Public offering price	$	$	$
Placement  commissions	$	$	$
Proceeds to us, before expenses	$	$	$

KEATING INVESTMENTS LLC.

Prospectus dated __________ ___, 2003

TABLE OF CONTENTS

&nbs p;
Item	Page
Prospectus Summary	3
Risk Factors	7
Forward-Looking Information	12
Market Price of Common Stock	13
Use of Proceeds	14
Dividend Policy	14
Dilution	15
Capitalization	16
Selected Financial Data	17
Management's Discussion and Analysis of Financial Condition    and Results of Operation	18
Business	24
Management	31
Principal Shareholders	34
Certain Relationships and Related Transactions	35
Description of Securities	35
Plan of Distribution	39
Legal Matters	41
Experts	41
Where You Can Find Additional Information	41
Index to Financial Statements	F-1

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

We do not own any trademarks. All registered trademarks and trade names referred to in this prospectus are the property of their respective owners.

2

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. We urge you to read the entire prospectus carefully, including Risk Factors, and the financial statements and the notes to those financial statements included in this prospectus. “Us”, “we” and “99 Cent Stuff” refer to 99 Cent Stuff, Inc. and its predecessors 99 Cent Stuff LLC and iVideoNow, Inc.

99 CENT STUFF

99 Cent Stuff is a Florida-based single-priced value retailer of primarily name-brand, consumable merchandise that operates 11 retail stores in south Florida. Our stores offer a wide assortment of regularly available consumer goods as well as a broad variety of quality, closeout merchandise. Every product is sold at 99 cents, including extra value savings of two or three items for 99 cents. We feature consumer staples such as produce and bread to encourage our customers to visit our stores frequently. Our first store opened in 1999 and in 2002 revenues were approximately $39 million.

The Value Retail Industry

Value discount retail is distinguished from other retail formats by the purchase of closeout and other special-situation merchandise at prices generally below original wholesale cost, and the subsequent sale of this merchandise at prices significantly below regular retail. This results in a continually changing selection of products and brands. The sale of closeout or special-situation merchandise develops in response to the need of manufacturers, wholesalers and others to distribute merchandise outside their normal channels. The critical factor that drives performance in the value retail industry is effective inventory purchasing and management. Management believes that the value retail segment represents a significant long-term growth opportunity in the retail industry.

Our Strategy

Our goal is to operate stores providing value to customers on a wide variety of quality and name-brand consumables that can be purchased for 99 cents. Our strategies to achieve this goal include:

•

Emphasize “Name-Brands”. We believe that customers visit our stores for name-brand consumable merchandise such as Pepsi, General Mills, Gerber Products, Hershey Foods, Johnson & Johnson, Kraft General Foods, Mattel, Nabisco, Nestle, Pillsbury, Procter & Gamble and Revlon brand names.

•

Carry a Wide Selection of Regularly Available Merchandise. Our retail stores offer consumer items in many staple product categories, which encourages customers to frequently visit our stores for their everyday household needs.

•

Effective Store Layout. Our stores average 17,000 saleable square feet and are substantially larger than most of the stores of our competitors and are organized in a “supermarket” format and other “big-box” retailers and are attractively merchandised, brightly lit and well-maintained.

•

Strong Supplier Relationships. Our goal is to develop a reputation as a reliable purchaser of name-brand, quality merchandise at discount prices.

Significant Management Experience

Our founder Raymond Zimmerman, who has over 40 years of retail experience, including as chief executive officer of Service Merchandise Company for 17 years, has provided over $18 million of funding, substantially all of our funding to date. Our other senior management also has significant retail experience in the value discount and other retail segments.

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Expansion Plans

99 Cent Stuff believes that our concept can be replicated in most other densely populated areas of Florida and the southeastern U.S. By continuing to focus 99 Cent Stuff store openings in southeast Florida for the immediate future, we can leverage our value concept in the region and take advantage of our existing warehouse and distribution facility and other management and operating efficiencies. Our growth strategy will focus on opening locations in existing markets as well as expanding into adjoining markets. As part of our start-up phase, we have built an organization to handle our planned growth to 25 stores over the next few years in this region.

Corporate Structure

On July 1, 2003, 99 Cent Stuff LLC executed a merger agreement with iVideoNow, Inc. where 99 Cent Stuff would be acquired by iVideoNow in exchange for 4,750,000 shares of common stock and that iVideoNow would effect a reverse stock split such that on the closing date there would be 250,000 shares of common stock outstanding.  On August 13, 2003, iVideoNow mailed an information statement to its shareholders that stated that the board of directors and a majority of its shareholders had approved the reverse stock split, a name change to 99 Cent Stuff, Inc., the reincorporation into Florida and a stock option plan.  The merger was effective on September 3, 2003 and the 1-30 reverse split and an additional 1-4 reverse stock split will be effective in September 2003.

Immediately after the merger we reincorporated in the State of Florida. Our executive offices are located at 1801 Clint Moore Road, Suite 217, Boca Raton, Florida 33487 and our telephone number is (561) 999-9815. Information on our website, www.99centstuff.com, is not part of this prospectus.

THE OFFERING

Offering price per unit	$___
Securities offered	1,000,000 units, each consisting of one share of common stock and one warrant
Shares outstanding after the offering
Minimum:	5,600,000
Maximum	6,000,000
Terms of the warrants	The exercise price of the warrants is $7.00 per share. We may redeem the warrants for $.001 per warrant if the closing bid price of the common stock is at least $10.00 for any 15 of 20 consecutive trading days. The warrants expire on _______ __, 2006
Use of proceeds	We intend to use the net proceeds to open additional stores and for inventory and working capital.
Terms of the offering	We may close this offering when we have received commitments to purchase a minimum of 600,000 units and may hold additional closings for up to an aggregate maximum of 1,000,000 units during the offering period.  We will hold all funds received up to the minimum offering amount in an escrow account.  If we do not receive commitments to purchase the minimum amount during the escrow period, we will return all proceeds to investors without interest.
Minimum subscription amount	100 units or $____
Proposed OTC Bulletin Board Market Symbols	Units NNCSU Common Stock NNCS Warrants NNCS

4

Assumptions

Unless otherwise indicated, all information in this prospectus is based on

•

a 1-120 reverse split to be effected in September 2003;

•

the conversion into equity by Raymond Zimmerman, the principal member of 99 Cent Stuff LLC, of a related party notes payable and accrued interest in the amount of $14,591,553;

•

the merger of 99 Cent Stuff LLC into iVideoNow, Inc. on September 2, 2003, and

•

the issuance of 4,750,000 shares of common stock to the members of 99 Cent Stuff LLC in the merger.

•

All share numbers exclude:

•

1,000,000 shares of common stock issuable upon exercise of the warrants;

•

250,000 shares of common stock available for future issuance under our 2003 Equity Incentive Plan; and

•

the issuance of up to 100,000 additional shares of common stock included in the units that the underwriters have the option to purchase from us upon exercise of warrants issued to the underwriter and 100,000 shares issuable upon exercise of the warrants included in these units.

5

SUMMARY FINANCIAL DATA

The following table sets forth selected financial and operating data for the periods indicated. The following selected statement of operations data for each of the three years ended December 31, 2001 and 2002, and the balance sheet data as of December 31, 2000, 2001 and 2002 are derived from the consolidated financial statements and the related notes audited by Daszkal Bolton LLP, independent public accountants, as set forth in their report also included elsewhere in this prospectus. The following information should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus. Results for interim periods are not necessarily indicative of results to be expected during the remainder of the fiscal year or for any future period.

	Periods Ended December 31,									Six Months Ended June 30,
	2000			2001			2002			2002			2003
Statement of operations data:
Net sales	$	14,219,365		$	35,888,782		$	38,661,157		$	18,796,721		$	19,233,430
Cost of goods sold		10,571,255			26,260,512			28,683,214			14,066,573			14,104,471
Gross profit		3,648,110			9,628,270			9,977,943			4,730,148			5,128,959
Selling, general and administrative expenses		8,273,380			14,558,460			14,034,648			6,564,800			6,572,517
Loss from operations		(4,625,270	)		(4,930,190	)		(4,056,705	)		(1,834,652	)		(1,443,558	)
Other expense		(648,095	)		(1,581,248	)		(1,288,543	)		(639,077	)		(740,580	)
Net loss		(5,273,365	)		(6,511,438	)		(5,345,237	)		(2,473,729	)		(2,184,138	)
Net loss per share	$	(1.11	)	$	(1.37	)	$	(1.13	)	$	(0.52	)		(0.46	)
Weighted average common shares outstanding		4,750,000			4,750,000			4,750,000			4,750,000			4,750,000
	December 31,
	2000				2001			2002			June 30, 2003
Balance sheet data (1):
Working capital (deficit)	$	(816,925	)	$	(3,724,540	)	$	(4,833,101	)	$	(9,926,009	)
Total assets		8,693,073			7,880,539			5,817,372	)		5,357,969
Total long term debt		—			—			3,200,000			—
Total equity (deficit)	$	3,485,736		$	661,011		$	(4,684,226	)	$	(6,868,364	)

———————

(1)

The balance sheet data has been restated to give effect to the conversion of a related party notes payable and accrued interest to shareholders’ equity of $10,904,840 at December 31, 2000 and $14,591,553 at December 31, 2001 and 2002 and June 30, 2003.

6

RISK FACTORS

You should carefully consider the following risks and other information in this prospectus before deciding to invest in shares of our common stock. If any of the following risks and uncertainties actually occur, our business' financial condition or operating results may be materially and adversely affected. In this event, the trading price of our common stock may decline and you may lose part or all of your investment.

Risks Related To Our Business

We have had losses since inception in 1999 and expect losses in 2003, which has affected our working capital.

We had losses of $5.3 million in 2002 and $6.5 million in 2001. We expect to have losses in 2003 and cannot assure you that we will have a profit in  any future year. Due to these losses, we had a negative working capital of $9.9 million at June 30, 2003 and have continued to need cash for operations. This amount includes approximately $4.4 million owed to Raymond Zimmerman, our chairman and principal shareholder, at June 30, 2003 after conversion of $14.6 million of debt to equity. Our losses since inception in 1999 were due to

•

costs associated with the opening of all of its stores,

•

delays in opening stores and the costs of carrying extra inventory and rent,

•

inability from time to time to properly purchase inventory and stock the stores due to cash shortfalls,

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costs associated with establishing our warehouse and corporate operations, and

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costs associated with developing and implementing our information technology systems for the warehouse and stores.

Our independent auditors have issued a going concern opinion, which has raised substantial doubt about our ability to continue as a going concern.

Because of our significant operating losses and reliance on related party funding to maintain operations, our independent auditors' report on our financial statements for the year ended December 31, 2002 contains an explanatory paragraph about our ability to continue as a going concern. These operating losses and negative cash flows raise substantial doubt about our ability to continue as a going concern.

We will be unable to generate profits unless we increase our gross margins and volume.

The key to achieving profitability in the value business is to be able to rapidly purchase goods and be able to pay within terms in order to obtain the lowest prices. Due to our lack of operating cash, we have not been able to purchase inventory in the most efficient fashion and we have incurred lower margins than some of our competitors. This has also affected our revenues. We need the proceeds of this offering so that we can effectively purchase inventory and increase our gross margins to satisfactory levels.

Our operating losses have decreased working capital and limited our ability to buy sufficient inventory at higher margins. Also, we have not been able to control the mix of sales and margins that would maximize sales and provide higher margins. During any future period in which we have limited working capital, it is likely that our margins will decrease.

We have been financially dependent on our principal shareholder for much of our capital and have been unable to raise outside funds on terms acceptable to us.

Since inception in 1999, we have been funded principally from loans provided by Raymond Zimmerman, our principal shareholder and bank loans personally guaranteed by Mr. Zimmerman, and have not generally relied upon other external sources of financing.  Although Mr. Zimmerman is converting $14.6 million to equity, he still will be owed approximately $4.4 million and have ongoing personal guarantees of $6.0 million of bank loans and of property leases.  Mr. Zimmerman’s failure to continue these guarantees will cause the loans and leases to default and thus materially harm our financial position if we were unable to renegotiate acceptable terms.

7

We need new store openings or we will not achieve future growth.

Our operating results depend largely on our ability to open and operate new stores successfully and to manage a larger business profitably. Our strategy depends on our ability to secure financing to open and operate these stores. Any failure by us to:

•

identify suitable markets and sites for our new stores;

•

negotiate leases with acceptable terms;

•

achieve our expansion goals on a timely basis;

•

obtain acceptance in markets in which we currently have limited or no presence;

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appropriately upgrade our financial and management information systems; and

•

control or manage operating expenses

could decrease our future operating results and hurt our ability to execute our business strategy. Some of these factors are beyond our control and we cannot assure you that we will be able to achieve our goals.

We also cannot assure you that when we open new stores, we will improve our results of operations. A variety of factors, including store location, store size, rental terms, the level of store sales and the level of initial advertising influence if and when a new store becomes profitable. Assuming that our planned expansion occurs as anticipated, our store base will include a relatively high proportion of stores with relatively short operating histories. We cannot assure you that our new stores will achieve the sales per saleable square foot and store-level operating margins currently achieved at our existing stores. If our new stores on average fail to achieve these results, our planned expansion could produce a decrease in our overall sales per saleable square foot and store-level operating margins. Increases in the level of advertising and pre-opening expenses associated with the ope ning of new stores could also contribute to a decrease in our operating margins. Finally, the opening of new stores in existing markets may reduce retail sales of existing stores in those markets, negatively affecting comparable store sales.

We will need additional capital to implement our long term plans.

Although the proceeds of the minimum offering will be sufficient to fund our operating requirements for approximately one year, we will need additional capital to open up to seven new stores and if we are to implement our long-term expansion plans. It is also possible that we will be unable to obtain the additional funding when we need it. If we are unable to obtain additional funding as and when needed, we could be forced to delay the progress of our new stores.

Cost increases could impact our ability to provide quality merchandise for 99 cent stuff.

Our ability to provide quality merchandise at the 99 cents price point is subject to certain economic factors, which are beyond our control, including inflation. Due to our inability to raise our prices, inflation or other cost increases could hurt our margins. Our methods to respond to ordinary price increases resulting from inflationary pressures is to adjust the number of items sold at for 99 cents and by changing our selection of merchandise. A sustained trend of significantly increased inflationary pressure could require us to abandon our single price point of 99 cents per item or to raise our price point, which could force us to change our strategy and change our business model.

All of our operations are in south Florida, leaving us vulnerable to events specific to this region.

All of our 99 Cent Stuff Stores are currently located in south Florida. The stores we intend to open through 2004 will also be in this region. Accordingly, our results of operations and financial condition largely depend upon trends in the south Florida economy. Although this region's economy has remained strong, this trend may not continue and retail spending could decline in the future. At times, natural disasters such as hurricanes and other events have disrupted the local economy. These events could also pose physical risks to our properties.

8

Because all of our stores rely on a single distribution center, any disruption could reduce our net sales.

We currently rely on a single distribution center in Miami, Florida. Any natural disaster or other serious disruption to this distribution center due to fire, hurricane or any other cause could damage a significant portion of our inventory and could materially impair both our ability to adequately stock our stores and our sales and profitability, particularly because much of our merchandise consists of closeouts and other irreplaceable products. If the security measures used at our distribution center do not prevent inventory theft, our gross margin may significantly decrease.

Our success depends upon the availability of closeout and special-situation merchandise and we may not be able to find and purchase merchandise in quantities necessary to accommodate our growth.

Our success depends in large part on our ability to locate and purchase quality closeout and special-situation merchandise at attractive prices. We cannot be certain that merchandise will continue to be available in the future. Further, we may not be able to find and purchase merchandise in quantities necessary to accommodate our growth. Additionally, our suppliers sometimes restrict the advertising, promotion and method of distribution of their merchandise. These restrictions in turn may make it more difficult for us to quickly sell these items from our inventory.

Although we believe our relationships with our suppliers are good, we do not have any written agreements with any supplier. As a result, we must continuously seek out buying opportunities from our existing suppliers and from new sources. We compete for these opportunities with other wholesalers and retailers, value, discount and deep-discount chains, mass merchandisers, food markets, drug chains, club stores and various privately-held companies and individuals. One of our suppliers provided approximately 25% of our total purchases in 2002. Although we do not depend on this or any other single supplier or group of suppliers, a disruption in the availability of merchandise at attractive prices could impair our business.

We rely heavily on Raymond Zimmerman and the loss of one or more members of our team will damage our operations.

Our success depends substantially on Raymond Zimmerman, our Chairman and Chief Executive Officer. We do not maintain key person life insurance on him. As we continue to grow, our success will depend on our ability to identify, attract, hire, train, retain and motivate other highly skilled management personnel.

Our operating results may fluctuate and may be affected by seasonal buying patterns, comparable store sales and other factors.

Historically, our highest revenues and operating income have occurred during months with major holidays such as Christmas, Easter and Halloween, which affect our operating results. In addition to seasonality, many other factors may cause our results of operations to vary significantly from quarter to quarter. If we miscalculate the demand for our products generally or for our product mix during peak periods, our revenues could decline, resulting in excess inventory, which could harm our margins and cash flow. Some of these factors are beyond our control. These factors include:

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the timing of new store openings;

•

the integration of new stores into our operations;

•

the level of advertising and pre-opening expenses associated with new stores;

•

general economic health of the value and deep-discount retail industries;

•

changes in the mix of products sold;

•

unexpected increases in shipping costs;

•

ability to successfully manage our inventory levels;

•

changes in our personnel;

•

fluctuations in the amount of consumer spending; and

•

the amount and timing of operating costs and capital expenditures relating to the growth of our business.

9

The right to use our current name may be challenged, which could cause us to change our name and disrupt our marketing program.

The trademarks we own and use in connection with our goods and services are not registered. There are several federally-registered trademarks containing “99 Cents” and the owners of these trademarks may challenge the use of our name and other marks which include “99 Cents”. If successfully challenged, we may be forced to change the name of our stores and our other marks, which would force us to develop a new name and market awareness.

We face strong competition for customers and to purchase inventory, which affects our profitability.

We compete in both the acquisition of inventory and sale of merchandise with

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discount and deep-discount stores,

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single price point merchandisers,

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mass merchandisers,

•

food markets,

•

drug chains, and

•

club stores

In the future, new companies may also enter the value retail industry. Additionally, we currently face increasing competition for the purchase of quality closeout and other special-situation merchandise.

Some of our competitors have substantially greater financial resources and buying power than us. Our capability to compete will depend on many factors including our ability to successfully purchase and resell merchandise at lower prices than our competitors and the perceived value to consumers. We may not be able to compete successfully against our current and future competitors. If we are unable to compete successfully, our operating results will suffer.

We face the risk of loss from inventory shrinkage.

The retail industry is subject to theft by customers and employees, and damage to goods in the course of operations. Significant inventory shrinkage in the future would increase our cost of goods sold and decrease our profitability.

Our information technology systems are vulnerable to damage that could harm our ability to manage our inventory systems.

Our success, in particular our ability to successfully manage inventory levels, largely depends upon the efficient operation of our computer hardware and software systems. We use management information systems to track inventory information at the store level, communicate customer information and aggregate daily sales information. These systems and our operations are vulnerable to damage or interruption from:

•

hurricane, fire, flood and other natural disasters;

•

power loss, computer systems failures, internet and telecommunications or data network failure, operator negligence, improper operation by or supervision of employees, physical and electronic loss of data or security breaches, misappropriation and similar events; and

•

computer viruses.

Any failure that causes an interruption in our operations or a decrease in inventory tracking could result in reduced net sales.

10

Risks Related To This Offering

Our anti-takeover provisions could prevent or delay a change in control of our company, even if such change of control would be beneficial to our shareholders.

Provisions of our articles of incorporation and bylaws as well as provisions of Florida law could discourage, delay or prevent a merger, acquisition or other change in control of our company, even if such change in control would be beneficial to our shareholders. These provisions include:

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a board of directors that is classified such that only one-third of directors are elected each year;

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authorizing the issuance of blank check preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

•

limitations on the ability of shareholders to call special meetings of shareholders; and

•

establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.

In addition, provisions of the Florida Business Corporation Act restrict business combination transactions with parties that have not been approved by the board of directors. These provisions and other similar provisions make it more difficult for a third party to acquire us without negotiation. These provisions may apply even if the transaction may be considered beneficial by some shareholders.

We are controlled by our primary shareholder, who will continue to control our outstanding stock after this offering. His interests may conflict with your interests.

Following this offering, Raymond Zimmerman and his family will beneficially own approximately 79% of our outstanding common stock if all units are sold and approximately 84% if the minimum offering is sold. For as long as Mr. Zimmerman and his family continue to own shares of common stock representing more than 50% of the voting power of our common stock, he will be able to direct the election of all of the members of our board of directors and determine the outcome of all matters submitted to a vote of our shareholders, including matters involving mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional shares of common stock or other equity securities and the payment of dividends on common stock. Mr. Zimmerman will also have the power to prevent or cause a change in control, and could take other a ctions that might be desirable to him but not to other shareholders. Mr. Zimmerman's interests may be different from the interests of the other shareholders. This could limit the voting and other rights of our other shareholders and could depress the market price of our common stock.

You will experience immediate and substantial dilution in net tangible book value per share of common stock.

The initial public offering price will be substantially higher than the net tangible book value per share of the outstanding common stock. If you purchase shares of our common stock, you will incur immediate and substantial dilution of $5.80 if the maximum units are sold. Investors will likely experience additional dilution if we issue common stock in the future. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the shares in the event of a liquidation.

Our stock price could fluctuate widely, which could affect your ability and the price at which you can sell your shares.

The market price of our common stock could fluctuate significantly due to many factors, including:

•

the depth of the market for our common stock;

•

changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

•

variations in our operating results;

11

•

conditions or trends in our industry or in the industries of any of our significant suppliers;

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additions or departures of key personnel; and

•

future sales of our common stock.

Our stock has not been actively traded on a public market.

Prior to this offering, our common stock traded on a limited basis. Therefore, we do not know if investor interest in our stock will be sufficient to create or sustain an active public trading market. If we are not able to develop an active public trading market for the shares, investors may have limited liquidity and may be forced to hold the shares for an indefinite period of time.

The price of our common stock after this offering may be lower than the offering price you pay and may be volatile.

Recently, the stock market has experienced significant price and volume fluctuations. If our common stock declines due to these fluctuations, we could be subject to securities class action litigation, similar to that which has been brought against companies following periods of volatility in the market price of their common stock. Litigation could result in substantial costs and could divert our resources and senior management team's attention. This could harm our financial condition and operating results.

The public sale of our common stock by existing shareholders could adversely affect the price of our common stock.

Future sales of substantial amounts of common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our common stock and could impair our ability to raise equity capital in the future. Upon completion of this offering, we will have up to 6,000,000 shares of common stock outstanding. The 4,750,000 shares of common stock issued in the acquisition of 99 Cent Stuff LLC are “restricted securities” within the meaning of Rule 144. All of these shares will be eligible for sale in the public market commencing in September 2004.

Our management has broad discretion as to the use of the net proceeds from this offering.

Our management has broad discretion as to the use of the net proceeds that we will receive from this offering. We cannot assure you that our management will apply these funds effectively, nor can we assure you that the net proceeds from this offering will be invested in a manner yielding a favorable return.

This is the first transaction in which Keating Investments has acted as underwriter.

The underwriter’s lack of experience may affect its ability to complete this offering and negatively impact the trading market for the units.

FORWARD-LOOKING INFORMATION

This prospectus contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about the industry in which we operate, management's beliefs and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. In addition, the forward-looking events discussed in this prospectus might not occur. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. These risks and uncertainties include, am ong others, those described in “Risk Factors” and elsewhere in this prospectus. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after we distribute this prospectus, whether as a result of new information, future events or otherwise.

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MARKET PRICE OF OUR COMMON STOCK

Our common stock trades on the OTC Bulletin Board under the symbol VNOW. The following table sets forth the range of high and low closing sale price as reported by the OTC Bulletin Board for our common stock for the quarters indicated. The prices have been adjusted for the 1-for-30 reverse split and the additional 1-for-4 reverse split to be effective in September 2003. The OTC Bulletin Board quotations represent quotations between dealers without adjustment for retail mark-up, markdowns or commissions and may not represent actual transactions.

2001	High	Low
January 1 to March 31	$18.00	$15.60
April 1 to June 30	$16.80	$  6.00
July 1 to September 30	$16.80	$  6.00
October 1 to December 31	$  7.20	$  3.36
2002
January 1 to March 31	$  9.60	$  6.00
April 1 to June 30	$  6.00	$  6.00
July 1 to September 30	$  9.00	$  4.80
October 1 to December 31	$14.40	$  6.00
2003
January 1 to March 31	$10.80	$  4.80
April 1 to June 30	$12.00	$  7.20
July 1 to August 12	$  9.60	$  7.20

As of July 1, 2003, there were approximately 400 record holders of the Common Stock. In addition, there were approximately 700 shareholders in street name whose shares are held in the name of other nominees.

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USE OF PROCEEDS

We estimate that our net proceeds from the sale of our minimum offering amount will be $2,500,000 and that our net proceeds from the sale of our maximum offering amount will be $4,240,000.  The following table shows how we intend to use the proceeds of the offering if we sell only the minimum of 600,000 units and if we sell the full 1,000,000 units:

Use	Minimum Offering		Maximum Offering
New stores	$	1,650,000	$	3,390,000
Inventory		750,000		750,000
Working capital		100,000		100,000
Total	$	2,500,000	$	4,240,000

We expect to open four stores if the minimum is raised and seven stores if the maximum is raised. The capital investment for each new store ranges from $400,000 to $650,000, depending on landlord allowances and existing improvements, including approximately $250,000 required for inventory. We also spend approximately $30,000 for pre-opening expenses. We intend to open up to seven stores by the end of 2004 if we receive the maximum offering.

We intend to purchase additional inventory for our stores as well as have funds available to acquire additional inventory as we find purchasing opportunities made available from time to time.

We will use the balance of the net proceeds for general corporate purposes, including working capital and payment of outstanding payables. No proceeds will be used to repay any indebtedness to Raymond Zimmerman. We will have the right to reallocate the proceeds within the above categories if we believe that we need additional inventory or have desirable locations to open additional stores. Pending application of the net proceeds as described above, we intend to invest the net proceeds in short-term investment grade or money market securities.

DIVIDEND POLICY

We intend to retain all our earnings to finance the growth and development of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future change in our dividend policy will be made at the discretion of our board of directors and will depend on any applicable contractual restrictions on us contained in our financing credit facilities and other agreements, our results of operations, earnings, capital requirements and other factors considered relevant by our board of directors.

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock, giving no effect to the warrants, and the pro forma as adjusted net tangible book value per share of our common stock after this offering. We calculate pro forma net book value per share by calculating the total assets less total liabilities, and dividing it by the number of outstanding shares of common stock as if the merger had occurred on June 30, 2003.

After giving effect to this offering at an estimated public offering price of $5.00 per share, less estimated expenses, there will be an immediate increase in the pro forma as adjusted net book value per share to existing shareholders and an immediate dilution per share to new investors. The following table illustrates this per share dilution on a pro forma basis as of June 30, 2003:

	Minimum Offering			Maximum Offering
Initial public offering price per share	$	5.00		$	5.00
Pro forma net tangible book value per share before giving effect to the offering and the related expenses		(1.36	)		(1.36	)
Increase in pro forma net tangible book value per share attributable to new investors		(.56	)		(.92	)
Pro forma net tangible book value per share after giving effect to the offering		(.80	)		(.44	)
Dilution per share to new investors	$	5.80		$	5.44

The effective issuance price to existing holders of membership interests, based solely on the conversion of $14,591,553 of debt into common stock and excluding other equity interests, was approximately $3.07 per share.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2003

•

on a historical basis,

•

pro forma for the merger of 99 Cent Stuff, LLC with iVideoNow, Inc. and the conversion of approximately $14.6 million of advances and accrued interest by Raymond Zimmerman into equity, and

•

as adjusted to give effect to 600,000 units for the minimum offering and 1,000,000 units for the maximum offering at the public offering price of $5.00 per share and the receipt of estimated net proceeds from the offering .

				As adjusted for the Offering
	Actual			Minimum			Maximum
Long term debt	$	—		$	—		$	—
Shareholders' equity:
Preferred stock , $.01 par value, 50,000,000 shares authorized, no shares issued and outstanding		—			—			—
Common stock, $.001 par value, 50,000,000 shares authorized, 5,000,000 shares outstanding actual, 5,600,000 shares outstanding minimum offering and 6,000,000 shares maximum offering		5,000			5,600			6,000
Additional paid in capital		(6,873,364	)		(4,373,964	)		(2,634,364	)
Accumulated deficit		—			—			—
Total shareholders' equity	$	(6,868,364	)	$	(4,368,364	)	$	(2,628,364	)
Total capitalization	$	(6,868,364	)	$	(4,368,364	)	$	(2,628,364	)

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SELECTED FINANCIAL DATA

The following table sets forth selected financial and operating data for the periods indicated. The following selected statement of operations data for each of the three periods ended December 31, 2000, 2001 and 2002, and the balance sheet data as of December 31, 2000, 2001 and 2002 are derived from the consolidated financial statements and the related notes audited by Daszkal Bolton LLP, independent public accountants, as set forth in their report also included elsewhere in this prospectus. The following information should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus. Results for interim periods are not necessarily indicative of results to be expected during the remainder of the fiscal year or for any future period.

	Periods Ended December 31,												Six Months Ended June 30,
	1999			2000			2001			2002			2002			2003
Statement of operations data:
Net sales	$	3,984,522		$	14,219,365		$	35,888,782		$	38,661,157		$	18,796,721		$	19,233,430
Cost of goods sold		3,196,770			10,571,255			26,260,512			28,683,214			14,066,573			14,104,471
Gross profit		787,752			3,648,110			9,628,270			9,977,943			4,730,148			5,128,959
Selling, general and administrative expenses		2,808,369			8,273,380			14,558,460			14,034,648			6,564,800			6,572,517
Loss from operations		(2,020,617	)		(4,625,270	)		(4,930,190	)		(4,056,705	)		(1,834,652	)		(1,443,558	)
Other expense		(125,122	)		(648,095	)		(1,581,248	)		(1,288,543	)		(639,077	)		(740,580	)
Net loss		(2,145,739	)		(5,273,365	)		(6,511,438	)		(5,345,237	)		(2,473,729	)		(2,184,138	)
Net loss per share	$	(0.45	)	$	(1.11	)	$	(1.37	)	$	(1.13	)	$	(0.52	)		(0.46	)
Weighted average common shares outstanding		4,750,000			4,750,000			4,750,000			4,750,000			4,750,000			4,750,000
	December 31,
	1999			2000			2001			2002			June 30, 2003
Balance sheet data (1):
Working capital (deficit)	$	$(3,361,973	)	$	(816,925	)	$	(3,724,540	)	$	(4,833,101	)	$	(9,926,009	)
Total assets		4,019,779			8,693,073			7,880,539			5,817,372	)		5,357,969
Total long term debt		—			—			—			3,200,000			—
Total equity (deficit)	$	(2,145,739	)	$	3,485,736		$	661,011		$	(4,684,226	)	$	(6,868,364	)

———————

(1)

The balance sheet data has been restated to give effect to the conversion of a related party notes payable and accrued interest to shareholders’ equity of $10,904,840 at December 31, 2000 and $14,591,553 at December 31, 2001 and 2002 and June 30, 2003.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

General

99 Cent Stuff is a Florida-based single-priced deep-discount retailer of primarily, consumable general merchandise. Our stores offer a wide assortment of regularly available consumer goods as well as a broad variety of quality, closeout merchandise. Our product offerings are comprised of brand name merchandise and closeouts merchandise that may be available for reorder. Every product is sold for 99 cents or less. We provide our customers value on their everyday household needs and a positive shopping experience in customer-service-oriented stores, which are attractively merchandised, brightly lit and well maintained. We believe that our name-brand focus, along with a product mix emphasizing value-priced food and beverage and other everyday household items, increases the frequency of consumer visits and impulse purchases and reduces some of our exposure to seasonality and economic cycle s. We believe that our format appeals to value-conscious customers in all socio-economic groups and results in a high volume of sales.

We operate 11 retail stores in south Florida. We opened our first three stores in 1999, five stores in 2000, two stores in 2001 and one in 2002. In early 2003 we closed one store and opened a new one in mid-2003. In the past, as part of our strategy to expand retail operations, we have opened new stores in close proximity to existing stores so that would be more efficient in distribution, marketing and branding. We have built corporate and warehouse support staff and systems that we believe can handle our planned expansion. As a result of our start-up costs, operating costs and these expenses, we have recorded losses since inception.

Our customers use cash, checks and third-party credit and debit cards to purchase our products. We do not issue private credit cards or make use of complicated financing arrangements.

Our auditors report on our consolidated financial statements for the year ended December 31, 2002 contains a going-concern explanatory paragraph. For the year ended December 31, 2002, 99 Cent Stuff incurred net losses of $5.3 million, and had a shareholders’ deficit of $6.9 million, at December 31, 2002. These losses raise substantial doubt about our ability to continue as a going concern. We believe that financing will be available from Raymond Zimmerman to continue operations until this offering is completed. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence.

99 Cent Stuff only operates in one business segment, which is retail operations.

The key to achieving profitability in the value business is to be able to rapidly purchase goods and be able to pay within terms in order to obtain the lowest prices. Due to our lack of operating cash, we have not been able to purchase inventory in the most efficient fashion and we have incurred lower margins than some of our competitors. This has also affected our revenues. We need the proceeds of this offering so that we can effectively purchase inventory and increase our gross margins to satisfactory levels.

Our success depends in large part on our ability to locate and purchase quality closeout and special-situation merchandise at attractive prices. We must continuously seek out buying opportunities from our existing suppliers and from new sources. We compete for these opportunities with other wholesalers and retailers, value, discount and deep-discount chains, mass merchandisers, food markets, drug chains, club stores and various privately-held companies and individuals.

Critical Accounting Policies And Estimates

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts. The estimates and assumptions are evaluated on an on-going basis and are based on historical experience and on various other factors that are believed to be reasonable. Estimates and assumptions include, but are not limited to, fixed asset lives, intangible assets, income taxes, and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments

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about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 99 Cent Stuff believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the financial statements.

Revenue recognition: Revenue is recognized at the point of sale.

Inventory: Our accounting for inventory and cost of goods sold requires us to estimate the value of such assets and cost of such assets sold and to continually assess whether such assets are impaired and the cost of goods sold is presented fairly. We believe that at December 31, 2002 and June 30, 2003 that no inventory is impaired.

Further information is provided in Note 2 to the Consolidated Financial Statements.

Results Of Operations

Six Months Ended June 30, 2003 Compared To Six Months Ended June 30, 2002

Net Sales. Net Sales increased $0.4 million, or 2.3%, from $18.8 million for the six months ended June 30, 2002 to $19.2 million for the six months ended June 30, 2003.  Same stores net sales, for stores open all of both periods, increased $1.1 million in the 2003 period, or 6.8%, compared to the prior year.  The increase in net sales was primarily due to increased volume in produce. During the 2003 period, approximately 25% of our sales were of produce, which has a lower margin that other consumables but generally have a much higher turnover.

Gross profit. Gross profit, which consists of total sales less cost of sales, increased approximately $0.4 million, or 8.4%, from $4.7 million in the 2002 period to $5.1 million in the 2003 period. The increase in gross profit dollars was primarily due to higher sales volume. As a percentage of net sales, gross profit increased 1.5% from 25.2% in 2002 to 26.7% in 2003 and was primarily attributable to a change in the mix of products sold.

Selling, general and administrative. Selling, general and administrative expenses, or SG&A, which include operating expenses and depreciation and amortization, were $6.6 million in both the 2002 and 2003 period.  Changes within the category include decreased payroll and related costs of $0.5 million, which were offset by increases in insurance, professional fees and miscellaneous other expenses.  As a percentage of net sales, SG&A decreased 0.7% from 34.9% in 2002 to 34.2% in 2003.

Operating loss. Operating loss decreased $0.4 million, or 21.3%, from $1.8 million in the 2002 period to $1.4 million in the 2003 period.  As a percentage of net sales, operating loss decreased 2.6% from 9.8% in 2002 to 7.2% in 2003 and is primarily attributable to increased net sales and gross profit and decreased SG&A expenses.

Other (income) expense.  Interest expense increased $0.1 million, or 16.7%, from $0.7 million in the 2002 period to $0.8 million in the 2003 period.  The increase is primarily attributable to increased borrowings, partially offset by lower interest rates.  As a percentage of net sales, interest expense increased 0.4% from 3.5% in 2002 to 3.9% in 2003. 99 Cent Stuff had indebtedness including notes payable from its principal member of $14.6 million, an outstanding line of credit of $5.09 million and accounts payable, related party of $4.4 million as of June 30, 2003 and had outstanding indebtedness including notes payable from its principal member of $14.6 million, $3.0 million under the line of credit and accounts payable, related party of $2.1 million as of June 30, 2002.

Net loss. As a result of the items discussed above, net loss decreased $0.3 million, or 11.7%, from $2.5 million in the 2002 period to $2.2 million in the 2003 period. As a percentage of net sales, net loss decreased 1.8% from 13.2% in 2002 to 11.4% in 2003.

Year Ended December 31, 2002 Compared To Year Ended December 31, 2001

Net Sales.  Net Sales increased $2.8 million, or 7.7%, from $35.9 million in 2001 to $38.7 million in 2002.  The increase was primarily attributable to the effect of one new store opened in 2002 and the full year effect of one store opened in 2001. Same store net sales, for stores open all of both years, decreased $0.1 million in 2002, or 0.4%, vs. a year ago.  The decrease in same store net sales was primarily due to a legal action that forced us to limit the sales of grocery items in one of our stores.

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Gross Profit.  Gross Profit increased $0.4 million, or 3.6%, from $9.6 million in 2001 to $10.0 million in 2002. The increase in gross profit was primarily attributable to higher sales volume.  As a percentage of net sales, gross profit decreased 1.0% from 26.8% in 2001 to 25.8% in 2002 and was primarily attributable to a change in the mix of products sold.

Selling, General and Administrative.  SG&A decreased $0.5 million, or 3.6%, from $14.5 million in 2001 to $14.0 million in 2002.  The decrease was primarily attributable to a decrease in payroll and related costs of $0.6 million and insurance of $0.3 million, partially offset by increase in rent of $0.3 million. SG&A for 2002 included $174,518 of an advance to John Isaac, Jr., who was the head of stores, which was forgiven when his employment terminated and included as compensation. There were no material increases or decreases in any other category.  As a percentage of net sales, SG&A decreased 4.3% from 40.6% in 2001 to 36.3% in 2002.

Operating Loss.  Operating loss decreased $0.8 million, or 17.7%, from $4.9 million in 2002 to $4.1 million in 2002.  As a percentage of net sales, operating loss decreased 3.2% from 13.7% in 2001 to 10.5% in 2002 and was primarily attributable to increased net sales and gross profit and decreased SG&A expenses.

Other (Income) Expense.  Interest expense decreased $0.3 million, or 16.6%, from $1.6 million in 2001 to $1.3 million in 2002.  The decrease was primarily attributable to lower interest rates in 2002, partially offset by increased borrowings.  As a percentage of net sales, interest expense decreased 1.0% from 4.5% in 2001 to 3.5% in 2002.

Net Loss.  Net loss decreased $1.2 million, or 17.9%, from $6.5 million in 2001 to $5.3 million in 2002 and was primarily attributable to the items discussed above.  As a percentage of net sales, net loss decreased 4.3 % from 18.1% in 2001 to 13.8% in 2002.

Year Ended December 31, 2001 Compared To Year Ended December 31, 2000

Sales. Total sales increased $21.7 million, or 152.4%, from $14.2 million in 2000 to $35.9 million in 2001. The increase in 99 Cent Stuff stores sales was attributed to the net effect of two new stores opened in 2001 and the full year effect of five stores opened in 2000. Same store sales, for stores open for all of both yeares, decreased 1.6% from 2000 to 2001. This decrease was primarily attributed to opening new stores near the existing startup stores and the effect of our lower working capital and inventory for sale.

Gross profit. Gross profit increased approximately $6.0 million, or 163.9%, from $3.6 million in 2000 to $9.6 million in 2001. The increase in gross profit dollars was primarily due to higher sales. As a percentage of net sales, gross profit was 26.8% in 2001 versus 25.7% in 2000. This 1.1% increase resulted from reduced product cost as we increased purchasing volumes.

Selling, general and administrative. Selling, general and administrative expenses, increased $6.3 million, or 76.0%, from $8.3 million in 2000 to $14.6 million in 2001. The increase for 2001 compared to 2000 was due to year 2001 new stores and the full year effect of the new stores opened in 2000. SG&A decreased as a percentage of net sales from 58.2% in 2000 to 40.6% in 2001 as corporate and warehouse costs did not increase proportionately to the increase in sales. The increase in SG&A is due to two new stores opened in 2001 and an additional five stores open for a portion of 2000 and the full year in 2001 and to the additional corporate and warehouse personnel to support additional stores. Management and staff positions were added in information systems, finance, distribution, and human resources and buying. In addition, SG&A increased because of the costs ass ociated with the delay in opening new stores and the costs of warehousing the merchandise until the stores opened.

Operating loss. Operating loss increased $0.3 million, or 6.6%, from $4.6 million in 2000 to $4.9 million in 2001. Operating loss decreased as a percentage of net sales was 32.5% in 2000 to 13.7% in 2001 primarily due to the increase in the sales discussed above.

Other (income) expense. Interest expense was $0.7 million in 2000 and $1.6 million in 2001. 99 Cent Stuff had indebtedness including notes payable from its principal member of $10.9 million and $14.6 million and an outstanding line of credit of $1.2 million and $2.9 million as of December 31, 2000 and 2001, respectively.

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Net loss. As a result of the items discussed above, net loss increased $1.2 million, or 23.5%, from $5.3 million in 2000 to $6.5 million in 2001. Net loss as a percentage of sales was 37.1% in 2000 and 18.1% in 2001.

Liquidity And Capital Resources

Since inception on June 28, 1999, we have been funded principally from loans provided by Raymond Zimmerman, our principal shareholder and bank loans personally guaranteed by Mr. Zimmerman, and have not generally relied upon other external sources of financing. Virtually all of our fixed assets, including fixtures and equipment, have been purchased using advances made to 99 Cent Stuff from Mr. Zimmerman that are shown in the balance sheet in the form of a related party notes payable and accounts payable, related party. Our capital requirements result primarily from purchases of inventory, expenses related to new store openings and working capital requirements for new and existing stores. We take advantage of closeout and other special-situation opportunities, which frequently result in volume purchases requirements, and as a consequence, our cash requirements are not constant or pr edictable during the year and can be affected by the timing and size of our purchases.

Our negative working capital as of June 30, 2003 was due to

•

$5.8 million of property and equipment acquired,

•

cash shortfall due to operating losses, and

•

increases in accounts payable due to operating losses.

Net cash used by operations was $1.4 million in the six months ended June 30, 2003 and $0.8 million in the six months ended June 30, 2002. Net cash used by operations during the 2003 period included a net loss of $2.2 million, a decrease in inventories of $0.1 million, and a decrease in accounts payable of $0.3 million. Net cash used by operations was $2.1 million in 2002 and $3.4 million in 2001. Net cash used by operations during 2002 included a net loss of $5.3 million, an increase in inventories of $1.2 million, and a decrease in accounts payable of $0.8 million. Net cash used by operations during 2001 included a net loss of $6.5 million, an increase in inventories of $0.9 million, and an increase in accounts payable of $0.2 million.

Net cash used in investing activities for purchases of property and equipment was $0.8 million in 2001, $0.3 million in 2002 and $0.1 million for the six months ended June 30, 2003.

Net cash provided by financing activities was $1.6 million for the six months ended June 30, 2003, primarily due to $1.8 of borrowings under a line of credit offset by decreases in cash overdrafts of $.3 million. Net cash provided by financing activities was $4.2 million in 2001 and $2.4 million in 2002. Net cash provided by financing activities reflects increases in notes payable to a related party in the amount of $2.3 million in 2001. Also, net cash provided by financing activities reflects increases in borrowings under a line of credit personally guaranteed by Mr. Zimmerman in the amount of $1.7 million during 2001 and $300,000 in 2002.  In addition, in 2002 accounts payable and accrued expenses, related party increased by $2.0 million, compared to $0.4 million in 2001, as funds advanced and other monies owed to Mr. Zimmerman in excess of $14.6 million were recorded as account s payable.

At June 30, 2003, Mr. Zimmerman has advanced an aggregate of $18.3 million, of which $14.6 million is carried on the balance sheet as notes payable, related party and $3.7 million as accounts payable. The notes payable was $14.6 million at December 31, 2002 and 2001, which included accrued interest of $2.1 million at December 31, 2001. Interest is being accrued at a rate equal to the prime rate plus 2%. The notes payable of $14.6 million was converted into 4,750,000 shares of common stock as part of the merger with iVideonow.

Mr. Zimmerman has personally guaranteed our aggregate $6.0 million lines of credit with Bank of America. As a result of these guarantees, the interest rate on these lines has been prime minus 1%, which we believe would be several points higher without the guarantee. Mr. Zimmerman has also guaranteed some of our property leases. The lease guarantees will terminate when our shareholders' equity is at least $3 million. We have been accruing fees of 2% of the lines of credit and the guaranteed property leases. The accrued fees of $0.1 million as of June 30, 2003 have been included in the accounts payable and accrued expenses, related party.

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In addition, Mr. Zimmerman has advanced and interest has been accrued on the notes payable of approximately $1.5 million at June 30, 2003 that has been carried as accounts payable, related party, of which $3.7 million was outstanding at December 31, 2002 and $4.4 million at June 30, 2003. These funds were used for equipment purchases, interest accrued on the unpaid balances and working capital. These amounts and all other amounts that may be accrued or advanced prior to the completion of this offering are being converted into a convertible note and not into common stock. This note will be due two years from the date of this prospectus and bear interest at the prime rate. The note will be convertible into common stock at the option of the holder at a conversion price equal to the public offering price per share, subject to adjustment. We will have the right to prepay the note at any tim e.

In addition to the commitments described above, our future capital expenditures will depend primarily on the number and timing of new stores we open. We have identified 10 locations that we will target for new stores in new and existing markets. We plan to open between four and  seven additional new stores by the end of 2004 depending on the proceeds of this offering. Net capital expenditures for a new store are expected to average approximately $150,000 to $300,000, depending on landlord allowances and existing improvements. The average inventory investment for a new store is approximately $250,000. Pre-opening expenses, such as marketing, salaries, supplies and utilities, are expected to average approximately $30,000 per new store and are expensed as incurred. To date, we have not entered into any type of capital or operating leases for the new store build-out but anticipate doi ng so in the future to leverage our resources.

In connection with store openings, we have projected our capital expenditure needs in the second half of 2003 to be approximately $0.3 million and in 2004 to be approximately $1.2 million.

Contractual Obligations And Commercial Commitments

The following tables summarize our contractual obligations and commercial commitments as of June 30, 2003:

		Payments Due By Period
Significant Contractual Obligations	Total	Within 1Year	2-3 Years	4-5 Years	After 5 Years
Operating Leases		$900,000	$2,900,000	$2,300,000	$3,100,000
Capital Leases	—

We are committed under noncancelable operating leases for all store and office spaces, expiring at various dates through 2015. These leases generally provide minimum rent plus payments for real estate taxes and operating expenses, subject to escalations, and some of them also require us to pay contingent rent based on sales. As of June 30, 2003, our lease payment obligations under these leases totaled $0.9 million for 2003, and an aggregate of $8.3 million through 2015. We do not have any capital leases.

We expect to spend significant additional capital primarily for opening new stores, reducing accounts payable and increasing our inventory. We believe that the net proceeds from this offering, together with our improvements in our expected operating results, will be sufficient to meet our operating and capital needs for at least the next 12 months. However, it is possible that we may be required to raise additional financing in some future period through public or private financings, strategic relationships or other arrangements. We may not be able to raise additional funds when needed, or on acceptable terms, or at all. Also, any additional equity financings may be dilutive to shareholders, and debt financing, if available, may involve restrictive covenants.

Seasonality And Quarterly Fluctuations

99 Cent Stuff has historically experienced some seasonal fluctuation in our net sales, operating expenses and net loss. The highest sales periods are the Christmas and Halloween seasons, although the Christmas season does not increase as much as many other retailers because a high proportion of our products are for every day use and not gifts. A greater amount of our net sales and operating income is generally realized during the fourth quarter. Quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including the timing of certain holidays, such as Easter and the timing of new store openings and the merchandise mix.

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Quantitative And Qualitative Disclosures About Market Risks

We are subject to risks resulting from interest rate fluctuations since interest on our borrowings under the bank facility are based on variable rates. If the prime rate were to increase 1.0% in 2003 as compared to the rate at June 30, 2003, our interest expense for 2004 would increase $0.1 million based on the outstanding balance at June 30, 2003. We do not hold any derivative instruments and do not engage in hedging activities.

New Authoritative Pronouncements

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation, Transition and Disclosure.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The alternative methods of SFAS No. 148 are effective for fiscal years ending after December 15, 2002. The disclosure provision of SFAS No. 148 is effective for interim periods beginning after December 15, 2002. 99 Cent Stuff follows APB 25 in accounti ng for its employee stock options. The adoption of this standard did not have a material effect on our financial position or results of operations.

SFAS No. 149, Amendment of Statement 133 on “Derivative Instruments and Hedging Activities,” was issued in April 2003 and amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. We do not believe that the adoption of SFAS No. 149 will have a material impact on our financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for classifying and measuring as liabilities certain financial instruments that have characteristics of both liabilities and equity. This statement is effective immediately for instruments entered into or modified after May 31, 2003 and for all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. However, the provisions of SFAS No. 150 will be applied to mandatorily redeemable instruments of nonpublic companies in fiscal periods beginning after December 15, 2003. Early adoption of SFAS No. 150 is not permitted. Application of this standard to pre-existing instruments will be recognized as a cumul ative effect of a change in accounting principle. The provisions of this statement require that any financial instruments that are mandatorily redeemable on a fixed or determinable date or upon an event certain to occur be classified as liabilities. We are currently evaluating the impact of the adoption of this standard.

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BUSINESS

Overview

99 Cent Stuff is a Florida-based single-priced value retailer of primarily name-brand, consumable merchandise. Our stores offer a wide assortment of regularly available consumer goods as well as a broad variety of first-quality, closeout merchandise. Every product is sold at 99 cents, including extra value savings of two or three items for 99 cents. We feature consumer staples such as produce and bread to encourage our customers to visit our stores frequently. We believe that our strategy of value cultivates customers as long-term clients of our stores by virtue of our assortment of consistently replenishable merchandise, branded goods, 99 cent pricing and convenient accessible locations. The value concept also increases the frequency of consumer visits and impulse purchases and reduces our exposure to seasonality and economic cycles. By offering merchandise in an attractive, convenien t and familiar environment, we believe that our stores appeal to a wide demographic of customers.

We opened our first store in 1999 and operate 11 retail stores in south Florida. Our 99 Cent Stuff stores are located in neighborhood shopping centers where consumers are more likely to do their regular household shopping. These stores have an average size of approximately 17,000 saleable square feet and in 2002 average net sales per store was $3.7 million for stores open the full year. In 2002, our average sale per customer was $9.43.

99 Cent Stuff Stores' management team has many years of retail experience including in the value merchandise sector. Our chairman Raymond Zimmerman and president was chief executive of Service Merchandise Company, a multi-billion dollar retail chain. All of our other senior management also has extensive retail experience.

Industry Background

Value retail is generally distinguished from other retail formats by the purchase of closeout and other special-situation merchandise at prices substantially below original wholesale cost, and the subsequent sale of this merchandise at prices significantly below regular retail. As a result, stores offer a continually changing selection of brands and products. According to a 2002 research report by Merrill Lynch, over the last five years, this segment has grown at roughly twice the pace of the remainder of the retail industry and is one of the fastest growing retail sectors in the United States. The recent economic downturn and difficult consumer environment has not materially impacted this segment as demonstrated by the financial results of other companies in this sector.

The sale of closeout or special-situation merchandise developed in response to the need of manufacturers, wholesalers and others to distribute merchandise outside their normal channels. This merchandise becomes available for a variety of reasons, including

•

a manufacturer's over-production for seasonal or other reasons,

•

discontinuance due to a change in style, color, size or packaging,

•

the inability of a manufacturer or wholesaler to move merchandise effectively through regular channels, and

•

the financial needs of the manufacturer.

Many value retailers also sell merchandise that can be purchased from a manufacturer or wholesaler on a regular basis. Although this merchandise is usually purchased at less than the original wholesale cost and sold below normal retail cost, the discount, if any, however, is generally less than with closeout merchandise. Value retailers sell regularly available merchandise to ensure a degree of consistency in their product offerings and to establish themselves with customers as a reliable source of basic goods.

The critical factor that drives success in the deep discount industry is effective inventory purchasing and management. Purchasing is based on the ability to make timely payment and to immediately take delivery of merchandise.

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Our Strategy

Our goal is to operate stores providing continuous value to customers on a wide variety of merchandise. We strive to exceed our customers' expectations of the range and quality of name-brand consumables that can be purchased for 99 cents. Our strategies to achieve this goal include the following:

Emphasize “Name-Brands”. We believe that customers visit our stores in search of name-brand consumable merchandise that can be purchased for 99 cents. During 2002, we purchased from more than 500 suppliers, including merchandise with the brand names Pepsi, General Mills, Colgate-Palmolive, Eveready Battery, Gerber Products, Hershey Foods, Johnson & Johnson, Kraft General Foods, Lever Brothers, Mattel, Nabisco, Nestle, Pillsbury, Procter & Gamble, Revlon and SmithKline Beecham.

Carry A Wide Selection Of Regularly Available Merchandise. Our retail stores offer consumer items in many staple product categories, including food, beverages, health and beauty aids, household products, housewares, hardware, stationary and party goods, seasonal goods, baby products and toys, giftware, pet products and clothing. To ensure that our merchandise offering is complete, we also offer non-name brand items or private label items from other retailers. By consistently offering a wide selection of consumable items, we encourage customers to frequently visit our stores for their everyday household needs.

Effective Store Layout. Our stores are designed for visual appeal and functionality and are attractively merchandised, brightly lit and well-maintained. The stores are organized in a “supermarket” format with items in the same category grouped together. Our prototype stores average 17,000 saleable square feet, which is significantly larger than most of our competitors. This size store allows us to more effectively display a wide assortment of merchandise, carry deep stock positions and provide customers with a more inviting and convenient environment that encourages customers to shop longer and buy more. Our stores feature central checkout lanes, scanning at point of sale and shopping carts.

Strong Supplier Relationships. Our goal is to develop a reputation as a reliable purchaser of name-brand, quality merchandise at discount prices. We strive to achieve this goal using our experienced buying staff to make immediate buying decisions and take timely possession of merchandise, pay promptly, honor all issued purchase orders and purchase goods close to a target season or out of season. We have been able to improve our supplier relationships by quickly selling name-brand merchandise without advertising.

Careful Purchasing To Increase Margins. We strive to maintain a lean operating environment focused on increasing operating margins. To reach this goal, we purchase merchandise at substantially discounted prices as a result of our buyers' knowledge, experience and negotiating skills and ability to select desirable merchandise.

Expansion Strategy

The Florida market is rapidly growing and is the fourth most populous state, with over 16 million residents or nearly 6% of the nation's population. All of the current stores are in Miami-Dade, Broward and Palm Beach counties, which include Miami, Ft. Lauderdale and West Palm Beach. These densely populated counties have experienced high growth and are expected to continue to grow in the future. We opened a new store in June 2003 and plan to open two additional stores in fall 2003. We currently plan to open five stores in 2004. We believe that we could open up to 25 additional locations in south Florida in the next few years. By continuing to focus our store openings in south Florida for the immediate future, we can leverage our brand awareness and take advantage of our existing warehouse and distribution facility and other management and operating efficiencies.

We believe that our value concept is easily replicated in most other populated areas of Florida and the southeastern U.S. Other areas of Florida are also experiencing explosive growth and we are developing plans to open up in other major metropolitan areas in Florida such as the Tampa, Orlando, Jacksonville and Naples/Fort Myers areas.

As a result of our expansion plans, we developed a warehouse and information systems for a substantially larger chain. Management believes that the operating infrastructure we have in place today is capable of integrating a significant number of new stores with minimal increase in corporate, warehouse and

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other infrastructure expenses. Virtually all of our senior management executives have held similar positions at retail chains of substantially greater size. We believe that our buying teams have sufficient levels of experience to support our expected new store growth.

Target Customers

We target value-conscious consumers from a wide range of socio-economic backgrounds with a diverse ethnic mix and other demographic characteristics. We have placed our stores in areas where there are at least 50,000 to 100,000 residents within a three-mile radius and where most households have income ranging from $20,000 to $50,000. While most of our targeted customers are low middle to middle income workers, higher income customers are also attracted by the everyday values. The ages of our customers are distributed over the full spectrum of ages. We believe that our stores have a relatively small shopping radius, which allows us to concentrate multiple stores in a single market.

Our Stores

Our stores offer customers a wide assortment of regularly available consumer goods as well as a broad variety of quality, closeout merchandise, all at discounted prices. All merchandise sold in our stores sells for 99 cents per item or multiple units for 99 cents.

The following table sets forth relevant information with respect to the growth of our existing 99 Cent Stuff store operations:

	Year ended December 31,
	1999	2000	2001	2002
99 Cent Stuff Stores retail sales	$3,980,000	$14,220,000	$35,890,000	$38,661,157
99 Cent Stuff Stores annual sales growth rate		256.9%	152.4%	7.7%
99 Cent Stuff Stores open at beginning of year	0	3	8	10
99 Cent Stuff Stores open at end of year	3	8	10	11
Average 99 Cent Stuff Stores sales per store for stores open the full year	—	$3,967,000	$3,678,000	3,654,000
Estimated saleable square feet at year end	49,000	158,000	172,000	189,000
Average net sales per estimated saleable square foot	$368	$229	$226	$214

Merchandising. We believe that the appeal of our 99 Cent Stuff stores arises from the perceived value in selling products that generally retail elsewhere from $1.19 to $9.99, for only 99 cents per item or group of items. Each store typically carries over 6,000 to 8,000 different stock keeping units or SKUs. The merchandise sold in the stores primarily consists of a wide variety of basic consumer items, including:

• Arts and crafts supplies	• Frozen foods
• Bakery products	• Gifts
• Beverages	• Glassware
• Books	• Grocery
• Candy and snacks	• Health and beauty aids
• Canned goods	• Home hardware and automotive
• Cereals and crackers	• Household/kitchen plastic products
• Cleaning supplies	• Office and School Supplies
• Costume jewelry	• Paper products
• Domestics	• Fresh produce and flowers
• Ethnic foods	• Pet food and supplies
	• Seasonal goods

Approximately 70% of our products sold are food and candy, health and beauty aids, household basics and seasonal goods.

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Although our stores regularly carry a variety of basic household consumer items, unlike typical discount retail stores, we do not continuously stock complete lines of merchandise. Although some of the merchandise we purchase is available for reorder, the mix of brands and products frequently changes, depending upon the availability of merchandise at suitable prices. In some of the stores we offer additional ethnic food products that are targeted to the store's local customer base. To date, we have found that there is an adequate supply of name brand closeouts and re-orderable merchandise available to purchase at attractive prices. We believe that continuously changing specific name-brands found in stores from one week to the next encourages impulse and larger volume purchases and results in customers shopping more frequently. Unlike many discount retailers, we rarely impose a limit on the quantity of specific items that may be purchased by a single consumer.

Store Characteristics. All 11 of our 99 Cent Stuff Stores are located in south Florida. Our stores average 17,000 saleable square feet. We currently target new store locations of 15,000 to 20,000 saleable square feet. The larger stores allow us to more effectively display a wider assortment of merchandise, carry deeper stock positions and provide customers with a more inviting and convenient environment that encourages customers to shop longer and buy more.

The stores are located in neighborhood shopping centers where consumers are more likely to do their regular household shopping. We seek locations where there is another anchor tenant such as a discount superstore or supermarket due to the traffic at that location. The stores are located primarily in more densely populated, demographically diverse neighborhoods. Four of the stores are in Miami-Dade County, four are in Palm Beach County and three are in Broward County.

Our stores are attractively merchandised, brightly lit, well-maintained, “destination” locations. The layout of each of the stores is customized to the size and configuration of the individual location and the desire to focus on particular product lines from time to time. The interior of each store is, however, designed to reflect a uniform format, like a typical supermarket, featuring traditional merchandise display techniques, bright lighting, lower shelving height that allows unobstructed visibility throughout the store, distinctive color scheme, interior and exterior signage and customized check-out counters and price tags. Merchandising displays are maintained throughout the day, change frequently and often incorporate seasonal themes. We believe that due to the continuously changing brand-names and layout, the typical customer tends to shop the whole store.

Customer purchases are by cash, credit and debit cards or check. The stores do not currently accept manufacturers' coupons and we are adding  food cards on a store by store basis. The stores are generally open 9 A.M. to 9 P.M. every day.

Store Management. Typically a store is staffed with a manager and an assistant manager. We currently employ two district managers responsible for store operations. In the future, each district manager will be responsible for approximately ten stores. The store managers report to the district manager and the district managers report to Raymond Zimmerman. District managers visit each store at least twice a week and focus on the implementation of policies, operations and merchandising philosophy. The district manager also helps train store management and assist store management with scheduling.

Advertising/Promotion. To date, we have done limited advertising. Initial awareness of new store openings is created using local newspaper “grand opening” ads and pre-opening handout flyers. For future store openings, we plan to use a grand opening promotional campaign that will include distribution of an advertising flyer and possibly radio and television spots. Our stores feature bright colorful signing to grab customers' attention and emphasize everyday values. We also use in-store coupons to entice customers to purchase multiple items and to return for future purchases of the same item.

New Store Costs. The total cost of a new store ranges from approximately $400,000 to $650,000. The capital investment for each new store ranges from $150,000 to $300,000, depending on landlord allowances and existing improvements, and a least $250,000 required for opening inventory. We also spend approximately $30,000 for pre-opening expenses. To date, we have not financed any of the capital expenditures through third parties but may do so in the future in order to leverage our resources.

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Purchasing

Our purchasing department staff consists of four buyers. Substantially all merchandise buying decisions are made at headquarters. We believe a primary factor contributing to our success will be our ability to identify and take advantage of opportunities to purchase merchandise with high customer interest at lower than regular wholesale prices. We purchase most of our merchandise from wholesalers, manufacturers' representatives, importers, barter companies, auctions, professional finders and other retailers. All of our purchases are for cash. Over time, we expect that our purchases directly from the manufacturer will increase substantially to up to 50% of our purchases. We continually seek to develop new sources of merchandise primarily by attending industry trade shows, and through advertising, marketing brochures and referrals. Our buyers also regularly travel to New York, Los Angeles , Chicago and Toronto to source identify, inspect and purchase new merchandise.

We do not have any contracts for the purchase of merchandise and we continuously seek out buying opportunities from both existing suppliers and new sources. Other than our produce supplier, which represented approximately 25% of our total purchases due to the high turnover of inventory, no single supplier accounted for more than 5% of total purchases in 2002. During 2002, we purchased from more than 500 suppliers, including merchandise with the Pepsi, General Mills, Colgate-Palmolive, Dial, Eveready Battery, General Electric, Gerber Products, Gillette, Hershey Foods, Johnson & Johnson, Kraft General Foods, Lever Brothers, Mattel, Nabisco, Nestle, Pillsbury, Procter & Gamble, Revlon and SmithKline Beecham brand names. Some purchases are directly from the manufacturer and some are from suppliers and distributors.

Approximately half of the merchandise we purchased is re-orderable and the remainder was closeout or special-situation merchandise. Our buyers search continuously for closeout opportunities and quality re-orderable merchandise. Our experience and expertise in buying merchandise has enabled us to develop relationships with many manufacturers that offer some or all of their closeout and special-situation merchandise to us prior to attempting to sell it through other channels because it can be moved quickly through our stores. Our relationships with many manufacturers and distributors, along with our ability to purchase in large volumes, also enables us to purchase re-orderable name-brand goods at discounted wholesale prices. We believe that our relationship with suppliers is further enhanced by our ability to minimize channel conflict for the manufacturer by quickly selling name-brand me rchandise without, if requested by the supplier, advertising the item.

We believe that our relationships have been impaired from time to time by our cash flow problems, which have hurt our ability to make purchases on a timely basis. A portion of the proceeds of this offering will be used to improve our purchasing power, which should improve our supplier relationships by increasing our ability to pay on the negotiated terms.

Warehousing And Distribution

We lease a 35,234 square foot, single level warehouse and distribution facility in Miami, Florida. This site is conveniently located near freeway, rail systems and ports. The distribution facility has 14 dock doors available for receiving. Most of our merchandise is shipped directly from manufacturers and other suppliers to this facility and the remainder is delivered directly to our stores. We contract with local shippers to deliver merchandise to our stores from the warehouse. Deliveries are made from our distribution center to each store two to five times a week, depending on need. Most merchandise is automatically replenished to our stores using a computerized stock distribution model that orders new merchandise for delivery based on recent sales. Store managers are generally required to order certain types of merchandise on a weekly basis. The size of the distribution center allow s storage of bulk one-time closeout purchases and seasonal or holiday items without incurring additional costs. We believe that the current warehouse and distribution facility will be able to support distribution to approximately 20 total stores in south Florida.

Inventory Management And Information Systems

Our inventory management system records transactions by SKU from the receipt of goods at the warehouse through the shipment to the stores. Most goods have UPC barcodes to record sales allowing our point of sale or POS system to track the merchandise. Tracking by UPC allows us to manage and track sales

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by SKU, vendor and department. This allows us to identify sales trends early and to attempt to purchase additional inventory of fast-moving items. It also identifies slow-moving inventory on a timely basis so that we can develop orderly programs to sell any slow-moving inventory in the ordinary course of business or to cut back on future purchases of these items.

Our information technology is based on SBT Pro Series system. We have a custom-designed POS system with a simple and efficient interface very specific to the 99 cents price point. Checkout registers are fully integrated into the POS system. The warehouse uses the SBT Purchase Order and Inventory Control modules.

We intend to upgrade our inventory management technology to better manage our inventories for growth beyond 20 stores. The new systems implemented in this project will provide us with valuable sales information to assist our buyers and improve merchandise allocation to our stores. Controlling our inventory levels will result in more efficient distribution and store operations.

Competition

We do not face direct competition for our single-priced value concept in our south Florida market at this time. However, we do face competition in both the acquisition of inventory and sale of merchandise from other value discount stores, traditional retail stores, grocery stores and mass merchandisers. Similar concepts exist in other regional markets, such as

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99 Cents Only Stores (NYSE: NDN), located primarily in California, Arizona and Nevada;

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Dollar Tree (Nasdaq: DLTR), Family Dollar (NYSE: FDO) and Dollar General (NYSE: DG) located nationally including Florida; and

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over 4,000 small retailers

We believe that our concept is most similar to 99 Cents Only. Family Dollar and Dollar General offer multi-priced merchandise at prices of up to $30 and generally both operate smaller stores in urban locations catering to lower income customers. Dollar Tree also offers less closeout merchandise than our stores.

Industry competitors also include a large number of privately held companies and individuals. There is increasing competition with other wholesalers and retailers, including other value retailers, for the purchase of quality closeout and other special-situation merchandise. Some of these competitors have substantially greater financial resources and buying power than us. Our ability to compete will depend on many factors including the success of our purchase and resale of such merchandise at lower prices than the competition. We may face intense competition in the future from new entrants in the value retail industry, among others, that could take away our customers, which could hurt our revenues.

Trademarks And Service Marks

The trademarks we own and use in connection with our goods and services are not registered. There are several federally-registered trademarks containing “99 Cents” and the owners of these trademarks may challenge the use of our name and other marks which include “99 Cent”. If challenged, we may be forced to change the name of our stores and our other marks. We cannot assure you that we will have the right to use our current name and other marks in the future. Management believes that our current name and other trademarks have name recognition value in our market but are not critical elements of our merchandising strategy. We have applied for trademarks for some of our names but cannot assure you that they will be granted.

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Properties

All of our stores are leased. We typically seek leases with an initial five-year to ten-year term and with one or more five-year options. We identify potential sites through a network of contacts within the brokerage and real estate communities. We expect that many of our new sites will be former big box retailers or grocery stores. For some of the sites we have taken space that exceeds our needs due to a desirable location or a favorable rent arrangement. The following table describes the location and size of our properties.

Location	Gross Square Feet	Saleable Square Feet	Date Opened
Miami	24,207	18,155	October 1999
South Miami	22,000	16,500	October 1999
Boynton Beach	19,590	14,693	October 1999
Lake Worth	19,360	25,200	December 2000
West Palm Beach	19,235	14,520	January 2001
Coral Springs	20,432	14,426	December 2000
Delray Beach	20,000	15,324	November 2000
Deerfield Beach	44,000	15,000	January 2001
North Miami	17,760	25,080	April 2001
Commercial	22,000	17,000	May 2002
Northlake	12,000	11,000	June 2003
Miami Warehouse	35,234
Boca Raton Corporate Office	3,092

The initial terms of the leases expire from 2004 to 2015 and the base rent varies from $2.75 to $9.00 per square foot. Most of the leases have renewal options. Some of our leases are currently guaranteed by Raymond Zimmerman, our chairman and principal shareholder. Mr. Zimmerman is paid a fee equal to 2% of the amounts guaranteed.

At our Boca Raton corporate office we have our administrative, purchasing, finance and information technology departments.

Legal Proceedings

Winn-Dixie Stores v. 99 Cent Stuff--Trail Plaza LLC and Metropolitan Life Insurance Company (Circuit Court of the 11th Judicial Circuit in and for Dade County, Florida). In June 2000, Winn-Dixie Stores filed for an injunction seeking to limit the sale of grocery items to 500 square feet in the Miami Lakes store. No damages were sought. As a result of an injunction and other motions granted in 2002, we must limit the sales of grocery items to 500 linear feet. This restriction has negatively impacted the sales and profitability of this store. In 2003 we were found in contempt of the injunction and Winn Dixie is seeking damages and payment of legal fees. We believe that no damages are due and are contesting the action. We are considering moving the store.

We are a subtenant for our Deerfield location. In 2002 we received oral notice from our sublandlord that it intended to stop paying the rent to the landlord. To our knowledge, the sublandlord is current on the rent to the landlord. We have an arrangement with the landlord in which the landlord agreed to take an assignment of the sublease so that we could continue to occupy the space, although the rent may increase. If so, we intend to pursue our rights against our sublandlord.

We are not currently a party to any other legal actions that if determined adversely that would materially affect us.

Employees

At June 30, 2003, we had 349 employees of whom 316 were in our retail operations, 17 in our warehouse and distribution facility and 16 in our corporate offices. None of our employees is party to a collective bargaining agreement. We consider relations with our employees to be good. We offer certain benefits, including health insurance, to our full time employees.

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MANAGEMENT

Directors, Executive Officers And Key Employees

The following persons are members of our board of directors and as executive officers, in the capacities indicated:

Name	Age	Position
Officers and Directors:
Raymond Zimmerman	70	Chairman of the Board and Chief Executive Officer
Barry Bilmes	57	Chief Financial Officer
Kevin R. Keating	63	Director
Nathan R. Light	68	Director Nominee
Leonard Florence	71	Director Nominee
Key Employees:
Charlie Cordero	44	Vice President of Merchandise
Russ Fields	46	Vice President of Information Technology

Raymond Zimmerman founded 99 Cent Stuff and was the managing member since 1999 and will became the Chairman of the Board and Chief Executive Officer upon completion of the merger in September 2003.. Mr. Zimmerman was a founder and the Chairman and Chief Executive Officer of Service Merchandise Company Inc., a national retail chain, from 1981 to 1997, was Chairman of the Board from 1997 to 1999 and was the Non-Executive Chairman from 1999 to 2000. In March 1999, Service Merchandise filed for bankruptcy pursuant to Chapter 11 of the United States Bankruptcy Code. Mr. Zimmerman has also been a director of The Limited, Inc. since 1984.

Barry Bilmes has been Chief Financial Officer since October 2002.  From 2000 to 2002, Mr. Bilmes was Vice President – Finance for NuCo₂ , Inc., the largest supplier in the U.S. of bulk CO₂ systems for carbonating fountain beverages.  From 1994 to 2000 Mr. Bilmes served in various financial capacities, the most recent of which was Vice President – Finance and Administration for Brothers Gourmet Coffees, Inc., a national wholesaler and retailer of gourmet coffees.  On August 27, 1998, Brothers Gourmet Coffees filed for bankruptcy pursuant to Chapter 11 of the United States Bankruptcy Code. Prior, thereto, from 1978 to 1993, Mr. Bilmes was Controller and Treasurer for Weight Watchers, International, Inc., a provider of weight loss products and services.

Kevin R. Keating was the president and a director of iVideoNow from December 2001 until the merger in September 2002 and is currently a director. Mr. Keating is an investment executive and for the past nine years has been the Branch Manager of the Vero Beach, Florida, office of  Brookstreet Securities Corporation (“Brookstreet”).  Brookstreet is a full-service, national network of independent investment professionals.  Mr. Keating services the investment needs of private clients with special emphasis on equities.  For more than 35 years, he has been engaged in various aspects of the investment brokerage business.  Mr. Keating began his Wall Street career with the First Boston Corporation in New York in 1965. From 1967 through 1974, he was employed by several institutional research boutiques where he functioned as Vice President Institutional Equity Sales. From 1974 until 1982, Mr. Keating was the President and Chief Executive Officer of Douglas Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has been associated with a variety of firms as a registered representative servicing the needs of individual investors.

Charlie Cordero has been Vice President of Merchandise since January 2003.  From 2001 to 2002, Mr. Cordero was Divisional Manager for Bills Dollar Stores, Bonus Dollar Division, a 20-store single price point located in Central Florida.  From 1999 to 2001, Mr. Codero was Vice President of Merchandise for McCrory Stores, a 200 plus dollar chain.  In that capacity, Mr. Cordero oversaw the buying and merchandising for all stores, as well as extensive traveling to the Orient to establish Direct Import Programs.  From 1998 to 1999, Mr. Codero was Vice President for Dollar Craze Stores, Hammond, Indiana, a 16-store dollar store chain.  From 1991 to 1998, he served in various merchandising functions at McCrory Stores, the most recent of which was Merchandise Manager of the 99-cent Division.

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Leonard Florence became a director upon completion of the merger. He has been the Chairman of the Board of Syratech Corporation, a publicly-traded company which designs, manufactures, imports and markets a diverse portfolio of tabletop, giftware and seasonal products for home entertaining and decoration under well-known name brands. He has served as Chairman of the Board continuously since 1986, and as Chief Executive Officer from 1986 to 2002. Mr. Florence has been an executive in the tabletop and giftware products industry for more than 45 years. Mr. Florence is currently a director of Lifetime Hoan Corporation, a publicly-traded manufacturer and marketer of a broad range of household cutlery and kitchenware and bakeware products under well-known name brands.

Nathan R. Light became a director upon completion of the merger. Since 1998 he has been an executive of National Electronics Warranty Corp., the nation's leading provider of extended service plans, buyer protection services and product support for businesses and consumers currently serving as vice chairman and formerly chairman and chief executive officer. From 1996 to 1998 he was the chairman and chief executive officer of LDC Group, Inc., which developed and operated Only Diamond stores, the first retail chain to sell diamond merchandise exclusively. From 1977 to 1995, Mr. Light was the chairman and chief executive officer of Sterling Jewelers, Inc., one of the nation's largest jewelry chains. He is also a director of Michael Anthony Jewelers, Inc., a publicly-traded jewelry retailer.

Russ Field has been Vice President of Information Technology since January 2003 and was Director of Information Systems starting in July 2000. From 1999 to 2000 he was director-information technology of Value Financial Services. He was director of systems development and support for Thorn Americas from 1989 to 1998, director of information systems of Whiteford Transportation from 1987 to 1989 and systems manager of Kmart Corporation from 1973 to 1987.

Board Of Directors Composition

Our articles of incorporation provide for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. As a result, a portion of our board of directors will be elected each year. To implement the classified board of directors structure, prior to the completion of this offering, two of the members of the board of directors will be elected to one-year terms, two will be elected to two-year terms and at least one will be elected to a three-year term. Thereafter, directors will be elected for three-year terms. At least one additional outside director will be selected prior to the completion of this offering.

Executive Compensation

The following tables summarize the total compensation paid to Raymond Zimmerman, our chairman, and John Isaac , who are the only executive offers with compensation of at least $100,000 in 2002.

Summary Compensation Table

	Annual Compensation							Long-Term Compensation
Name and Principal Position	Year	Salary ($)		Bonus	Other Annual Compensation			Restricted Stock Awards ($)	Securities Underlying Options/SARs (#)
Raymond Zimmerman	2002		—	—		—		—	—
Chairman	2001		—	—		—		—	—
	2000		—	—		—		—	—
John Isaac	2002	$	206,490	—	$	50,200	(1)	—	—
Head of Stores and Merchandising	2001	$	229,547	—	$	90,733	(2)	—	—
	2000	$	36,496	—	$	84,204	(3)	—	—

———————

(1)

Includes $20,000 of consulting fees and $30,200 for medical, rent and car allowance.

(2)

Includes $70,000 of consulting fees and $20,733 for medical, car allowance and other benefits.

(3)

Includes $60,050 of consulting fees and $24,154 for medical, car allowance and other benefits.

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Employment Agreements And Termination Of Employment And Change In Control Arrangements.

There are not currently any employment agreements with our executive officers.

Stock Option Grants

No options were granted to the executive officers named above in 2002 and at December 31, 2002 no stock options were outstanding.

2003 Equity Incentive Plan

Our board of directors and shareholders have adopted the 2003 Equity Incentive Plan, which we refer to as the 2003 Plan, to authorize 250,000 options to purchase shares of common stock.

Plan Description. The purpose of the 2003 Plan is to provide an incentive to attract and retain qualified and competent persons as employees, directors and consultants, upon whose efforts and judgment our success is largely dependent, through the encouragement of stock ownership. The 2003 Plan provides for the grant of options intended to qualify as incentive stock options or ISOs under Section 422 of the Internal Revenue Code and options that are not intended to so qualify, which we refer to as Nonstatutory Stock Options. The 2003 Plan also provides for the grant of our restricted stock within the meaning of Rule 144 of the Securities Act.

Authorized Shares. The total number of shares of common stock reserved for issuance under the 2003 Plan is 250,000 (subject to adjustment in the event of a stock split, stock dividend, recapitalization or similar capital change). If any option granted pursuant to the 2003 Plan terminates, expires, or is canceled or surrendered, in whole or in part, shares subject to the unexercised portion may again be issued pursuant to the exercise of options granted under the 2003 Plan. The shares acquired upon exercise of options granted under the 2003 Plan will be authorized and unissued shares of common stock.

Administration. The 2003 Plan will be administered by the board of directors or any compensation committee of our board of directors, which selects the eligible persons to whom options will be granted. The compensation committee also determines the number of shares of common stock subject to each option, the exercise price therefore and the periods during which options are exercisable. Further, the compensation committee interprets the provisions of the 2003 Plan and, subject to certain limitations, may amend the 2003 Plan. Each option granted under the 2003 Plan will be evidenced by a written agreement between us and the optionee.

Eligibility. Options may be granted under the 2003 Plan to all employees (including officers) directors and certain consultants and advisors. Incentive stock options may be granted only to persons who are employees. Upon receiving grants of options, each holder of the options will enter into an option agreement with that contains the terms and conditions deemed necessary by the compensation committee.

Terms And Conditions Of Options. The exercise price for ISOs granted under the 2003 Plan may not be less than the fair market value of the shares of common stock on the date the option is granted. The exercise price and term for Nonstatutory Stock Options may be any price not less than par value per share as determined by the compensation committee. Under the 2003 Plan, the fair market value is the closing price of shares on the business day immediately preceding the date of grant. If the shares are not publicly traded, then the fair market value will be as the compensation committee will in its sole and absolute discretion determine in a fair and uniform manner.

Options Granted Under The 2003 Plan Have A Maximum Term Of Ten Years. The exercise price of options granted under the 2003 Plan is payable in cash. Options granted under the 2003 Plan are not transferable, except by will and the laws of descent and distribution.

Unless otherwise provided in an option, each outstanding option may, in the sole discretion of the compensation committee, become immediately fully exercisable: if there occurs any transaction, or series of transactions, that has the result that our shareholders immediately before such transaction cease to own at

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least 51 percent of our voting stock; upon the closing of a transaction, consolidation, reorganization, liquidation or dissolution in which we do not survive; or upon the closing of the sale, lease, exchange or other disposition of all or substantially all our property and assets.

The compensation committee may in its sole discretion accelerate the date on which any option may be exercised and may accelerate the vesting of any shares subject to any option or previously acquired by the exercise of any option. Options granted to the officers and directors under the 2003 Plan may not be exercised unless otherwise expressly provided in any option, until six months following the date of grant.

The compensation committee may also, in its sole discretion, by giving written notice cancel, effective upon the date of the consummation of certain corporate transactions that would result in an option becoming fully exercisable, any option that remains unexercised on such date. Such notice will be given a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after Shareholder approval of such corporate transaction.

Termination Of Options. The expiration date of an option is determined by the compensation committee at the time of the grant and is set forth in the applicable option agreement. In no event may an option be exercisable after ten years from the date it is granted.

Restricted Stock. Restricted stock may be granted to employees or consultants. The grant may be subject to vesting or forfeiture conditions similar to the options. Additional restrictions on transfer may be imposed.

Outstanding Options

An aggregate of ___,000 options have been designated for grant pursuant to the 2003 Plan.

Director Compensation

Outside directors are not currently paid cash for services and receive the option grants described above.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock as of June 30, 2003, and as adjusted to reflect the maximum offering, by:

•

each person known to us to be the beneficial owner of more than 5% of either class of the common stock;

•

each of our named executive officers;

•

each director; and

•

all current directors and executive officers as a group.

	Shares Beneficially Owned
	Before Offering		After Offering
Name of Beneficial Owner	Shares	%	%
Raymond Zimmerman	4,606,718 (1)	92.1%	76.8%
Kevin Keating	16,667	.4%	.3%
Leonard Florence	—	—
Nathan Light	—	—
All officers and directors as a group (4 persons)	4,623,385	92.5%	77.1%

———————

(1)

Includes 4,507,805 shares owned by the Raymond Zimmerman Annuity Trust—2003, 18,317 shares owned by a general partnership in which Mr. Zimmerman and his wife are the partners, 17,910 for which Mr. Zimmerman is trustee for family members and 62,686 shares owned by Mr. Zimmerman’s wife, for which he disclaims beneficial ownership. Mr. Zimmerman is the trustee of the trust and his family members are the beneficiaries.

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CERTAIN TRANSACTIONS

To date, substantially all of the funding for our operations has been provided by Raymond Zimmerman. At June 30, 2003, he has advanced an aggregate of $19.0 million, of which $14.6 million is carried on the consolidated balance sheet as a notes payable, related party and $4.4 million as accounts payable, related party. The note payable was $14.6 million at December 31, 2002 and 2001 and $10.9 million at December 31, 2000, which included accrued interest of $2.1 million at December 31, 2001. Interest is being accrued at a rate equal to the prime rate plus 2%. Upon the completion of the merger, the notes payable were converted into 4,750,000 shares of common stock as part of the conversion of the LLC into a corporation. The rights to a portion of these shares have been distributed to some of Mr. Zimmerman’s family and trusts for the benefit of Mr. Zimmerman and his family.

Mr. Zimmerman has personally guaranteed our aggregate $6.0 million line of credit with Bank of America. As a result of these guarantees, the interest rate on these lines has been prime minus 1% when our rate would be several points higher without the guarantee. Mr. Zimmerman has also guaranteed some of our property leases. The lease guarantees will terminate when our shareholders' equity is at least $3 million. We have been accruing fees of 2% of the amount of the principal amount of the obligations. The accrued fees of $242,000 have been included in the interest in the notes payable described above.

In addition, at June 30, 2003, Mr. Zimmerman has advanced approximately $4.4 million that has been carried as accounts payable, related party, of which $2.6 million was outstanding at December 31, 2002 and $471,000 was outstanding at December 31, 2001. These funds were used for equipment purchases, reimbursement of expenses and working capital. These amounts and all other amounts that may be advanced prior to the completion of this offering are being converted into a convertible note. This note will be due two years from the date of this prospectus and bear interest at the prime rate. The note will be convertible into common stock at the option of the holder at a per share conversion price equal to the initial offering price, subject to adjustment. Based on the $4.4 million outstanding at June 30, 2003, this note will be convertible into 880,000 shares assuming a $5.00 offering pr ice. We will have the right to prepay the note at any time.

As of December 31, 2001, we had advanced $160,000 to John Isaac, Jr., our chief operating officer, which was included in other assets on the consolidated balance sheet. This advance bore interest at 8% per annum with interest accrued of $14,518 as of December 31, 2001. The note was repayable 90 days after payment is demanded. The purpose of the loan was to pay for moving and other living expenses during a time in which Mr. Isaac was not receiving a salary. In connection with Mr. Isaac’s departure from 99 Cent Stuff in 2002, the note was forgiven, recorded as compensation and included in selling, general and administrative expenses.

DESCRIPTION OF SECURITIES

The following is a description of the terms of our capital stock. This description of our capital stock refers to and incorporates various terms of our articles of incorporation and our bylaws as adopted and as in effect following the completion of this offering. Copies of forms of these documents have been filed as exhibits to the registration statement of which this prospectus is a part. Since the terms of our articles of incorporation and bylaws may slightly differ from the general information we are providing, you should only rely on the actual provisions of those documents, instead of a summary description of the material terms.

Authorized Capital Stock

Under our articles of incorporation, as in effect following the completion of this offering, we will have the authority to issue 550,000,000 shares of stock, of which 5,000,000 will be shares of $.01 par value preferred stock, and 50,000,000 will be shares of $.001 par value common stock.

Units

Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase one share of common stock. The common stock and warrants will begin to trade separately immediately after the closing date of this offering.

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Common Stock

Each holder of common stock will be entitled to one vote for each outstanding share of common stock owned by that shareholder on every matter properly submitted to the shareholders for their vote. Subject to the dividend rights of holders of any outstanding preferred stock, holders of common stock are entitled to any dividend declared by the board of directors out of funds legally available for this purpose, and, subject to the liquidation preferences of any outstanding preferred stock, holders of common stock are entitled to receive, on a pro rata basis, all our remaining assets available for distribution to the shareholders in the event of our liquidation, dissolution or winding up. Holders of common stock do not have any preemptive right to become subscribers or purchasers of additional shares of any class of our capital stock. The outstanding shares of common stock are, and the sha res of common stock offered in this offering will be, when issued and paid for, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Preferred stock may be issued in classes and series, and shares of each class and series will have such rights and the board of directors in the resolutions authorizing the issuance of that particular series fixes preferences as. In designating any series of preferred stock, the board of directors may, without further action by the holders of common stock:

•

fix the number of shares constituting that series;

•

fix the dividend rights, dividend rates, conversion rights, voting rights (which may be greater or lesser than the voting rights of the common stock); and

•

fix the rights and terms of redemption (including any sinking fund provisions), and the liquidation preferences.

The holders of any preferred stock, when and if issued, are expected to have priority claims to dividends and to any distribution upon liquidation, and they may have other preferences over the holders of the common stock.

The board of directors may issue series of preferred stock without action by our shareholders. Accordingly, the issuance of preferred stock may adversely affect the rights of the holders of the common stock. In addition, the issuance of preferred stock may be used as an anti-takeover device without further action on the part of the shareholders. Issuance of preferred stock may dilute the voting power of holders of common stock.

Warrants

General. The warrants issued in this offering may be exercised at any time beginning on the closing date of this offering and ending on __________ ___, 2006. Each warrant entitles the holder to purchase one common share at an exercise price of $7.00 per share. This exercise price will be adjusted if specific events, summarized below, occur. A warrantholder will not be deemed a holder of the underlying common share for any purpose until the warrant is exercised.

Redemption. Beginning one year after the effective date of this offering, we will have the right to redeem the warrants at a price of $0.01 per warrant, after providing 30 days' prior written notice to the warrantholders, at any time after the closing price for our common stock, as reported on the OTC Bulletin Board or the primary exchange on which the common stock is then trading, was at or above $10.00 per share for any 15 of 20 consecutive trading days. We will send a written notice of redemption by first class mail to warrantholders at their last known addresses appearing on the registration records maintained by the transfer agent for our warrants. No other form of notice or publication or otherwise will be required. If we call the warrants for redemption, the warrantholders will then have to decide whether to sell the warrants, exercise the warrants before the close of bus iness on the business day preceding the specified redemption date or hold them for redemption. If the warrants are not covered by a current registration statement or are not qualified for sale under the laws of the state in which you reside, you may not be able to exercise your warrants.

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Exercise. The warrantholders may exercise the warrants only if an appropriate registration statement is then in effect with the SEC and if the common shares underlying the warrants are qualified for sale under the securities laws of the state in which the holder resides. To exercise a warrant, the holder must deliver to our transfer agent the warrant certificate on or prior to the expiration date or the redemption date, as applicable, with the form on the reverse side of the certificate executed as indicated, accompanied by payment of the full exercise price for the number of warrants being exercised. Fractional shares of common stock will not be issued upon exercise of our redeemable warrants.

Adjustments Of Exercise Price. The exercise price of the warrants will be adjusted if we declare any stock dividend to shareholders or effect any split or share combination with respect to our common stock. Therefore, if we effect any stock split or stock combination with respect to our common stock, the exercise price in effect immediately prior to this stock split or combination will be proportionately reduced or increased, as the case may be. Any adjustment of the exercise price will also result in an adjustment of the number of shares purchasable upon exercise of a warrant or, if we elect, an adjustment of the number of warrants outstanding.

Anti-Takeover Effects Of Certain Provisions Of Florida Law And Our Articles Of Incorporation And Bylaws

Our articles of incorporation, our bylaws and Florida law contain provisions that could have the effect of delaying, deferring or preventing a change in control of us by various means such as a tender offer or merger not approved by our board of directors. These provisions are designed to enable our board of directors, particularly in the initial years of our existence as a publicly-owned company, to develop our business in a manner that will foster its long-term growth without the potential disruption that might be entailed by the threat of a takeover not deemed by our board of directors to be in our best interests and the best interests of our shareholders. The description set forth below is intended as a summary of these provisions only, and we refer you to the actual provisions of our articles of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part.

Effect Of Florida Anti-Takeover Statute. Florida has enacted legislation that may deter or hinder takeovers of Florida corporations. The Florida Control Share Act generally provides that shares acquired in a “control share acquisition” will not possess any voting rights unless such voting rights are approved by a majority of the corporation's disinterested shareholders. A “control share acquisition” is an acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding “control shares” of a publicly held Florida corporation. “Control shares” are shares, which, except for the Florida Control Share Act, would have voting power that, when added to all other shares owned by a person or in respect to which such person may exercise or direct the exerci se of voting power, would entitle such person, immediately after acquisition of such shares, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of voting power in the election of directors within any of the following ranges:

•

at least 20% but less than 33 1/3% of all voting power;

•

at least 33 1/3% but less than a majority of all voting power; or

•

a majority or more of all voting power.

The Florida Affiliated Transactions Act generally requires supermajority approval by disinterested shareholders of certain specified transactions between a public corporation and holders of more than 10% of the outstanding voting shares of the corporation or their affiliates. Florida law and our Articles and Bylaws also authorize 99 Cent Stuff to indemnify our directors, officers, employees and agents. In addition, our Articles and Florida law presently limit the personal liability of corporate directors for monetary damages, except where the directors breach their fiduciary duties, and such breach constitutes or includes certain violations of criminal law, a transaction from which the directors derived an improper personal benefit, certain unlawful distributions or certain other reckless, wanton or willful acts or misconduct.

Articles Of Incorporation And Bylaw Provisions. Our articles of incorporation and bylaws include provisions that may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a shareholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by shareholders. These provisions are summarized in the following paragraphs.

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Supermajority Voting. Our articles of incorporation requires the approval of the holders of at least 66 2/3% of our combined voting power to effect certain amendments to our articles of incorporation. Our bylaws may be amended by either a majority of the board of directors, or the holders of 66 2/3% of our voting stock.

Authorized But Unissued Or Undesignated Capital Stock. Our authorized capital stock consists of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. No preferred stock is designated. After this offering, we will have outstanding up to 6,000,000 shares of common stock. The authorized but unissued stock may be issued by the board of directors in one or more transactions. In this regard, our articles of incorporation grants the board of directors' broad power to establish the rights and preferences of authorized and unissued preferred stock. The issuance of shares of preferred stock pursuant to the board of director's authority described above could decrease the amount of earnings and assets available for distribution to holders of common stock and adversely affect the rights and powers, including voting rights, of such holders and may have the effect of delay ing, deferring or preventing a change in control. The board of directors does not currently intend to seek shareholder approval prior to any issuance of preferred stock, unless otherwise required by law.

Classified Board Of Directors. Under our articles of incorporation and our bylaws, our board of directors is divided into three classes of directors serving staggered three-year terms, with one-third of the board of directors being elected each year.

Special Meeting Of Shareholders. The articles of incorporation provide that special meetings of shareholders be called only by a majority of the board of directors, our chief executive officer or holders of not less than one-third of our outstanding voting stock.

Amendment Of Bylaws. The bylaws may only be altered, amended or repealed by the board of directors or the affirmative vote of the holders of at least a majority of our outstanding shares of capital stock.

Notice Procedures. Our bylaws establish advance notice procedures with regard to all shareholder proposals to be brought before meetings of our shareholders, including proposals relating to the nomination of candidates for election as directors, the removal of directors and amendments to our articles of incorporation or bylaws. These procedures provide that notice of such shareholder proposals must be timely given in writing to our Secretary prior to the meeting. Generally, to be timely, notice must be received by our Secretary not less than 120 days prior to the meeting. The notice must contain certain information specified in the bylaws.

Limitation Of Director Liability. Our articles of incorporation limits the liability of our directors (in their capacity as directors but not in their capacity as officers) to us or our shareholders to the fullest extent permitted by Florida law. Specifically, our directors will not be personally liable for monetary damages for breach of a director's fiduciary duty as a director, except for liability:

•

for any breach of the director's duty of loyalty to us or our shareholders;

•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

under Section 607.0834 of the Florida Business Corporation Act, which relates to unlawful distributions; or

•

for any transaction from which the director derived an improper personal benefit.

Indemnification Arrangements. Our bylaws provide that our directors and officers shall be indemnified and provide for the advancement to them of expenses in connection with actual or threatened proceedings and claims arising out of their status as such to the fullest extent permitted by the Florida Business Corporation Act. We have entered into indemnification agreements with each of our directors and executive officers that provide them with rights to indemnification and expense advancement to the fullest extent permitted under the Florida Business Corporation Act.

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Listing On The OTC Bulletin Board

Our common stock currently is traded on the OTC Bulletin Board and we expect that the units and warrants will also be quoted for trading on the OTC Bulletin Board under the following symbols

OTC Bulletin Board Symbols                                                                                             Units  NNCSU Common Stock  NNCS Warrants  NNCSW

Transfer Agent, Warrant Agent And Registrar

The transfer agent for the common stock is Signature Stock Transfer, Inc., Dallas, Texas.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our common stock and could impair our ability to raise equity capital in the future.

Upon completion of this offering, we will have a minimum of 5,600,000 shares of common stock outstanding. All of the shares to be sold in this offering and the 250,000 shares outstanding prior to the merger will be freely tradable without restriction or further registration under the Securities Act, unless purchased by an “affiliate”, as that term is defined in Rule 144, as described below.

The 4,750,000 shares of common stock, which were issued in the merger are “restricted securities” within the meaning of Rule 144. All of these shares will be eligible for sale in the public market commencing one year after the date of the merger, all under and subject to the restrictions contained in Rule 144.

In general, under Rule 144, a person, or persons whose shares are required under Rule 144 to be aggregated, including an “affiliate”, as that term is defined under the Securities Act and the regulations promulgated thereunder, who has beneficially owned restricted shares for at least one year is entitled to sell, within any three-month period, a number of such shares that does not exceed one percent of the then outstanding shares of common stock (60,000 shares immediately after this offering), provided certain requirements concerning availability of public information, manner of sale and notice of sale are satisfied. In addition, affiliates must comply with the restrictions and requirements of Rule 144, other than the one-year holding period requirement, in order to sell shares of common stock which are not restricted securities. Under Rule 144(k), a person who is not an affi liate and has not been an affiliate for at least three months prior to the sale and who has beneficially owned restricted shares for at least two years may resell such shares without compliance with the foregoing requirements. In meeting the one- and two-year holding periods described above, a holder of restricted shares can include the holding periods of a prior owner who was not an affiliate. The one-and two-year holding periods described above do not begin to run until the full purchase price or other consideration is paid by the person acquiring the restricted shares from the issuer or an affiliate.

PLAN OF DISTRIBUTION

As of the date of this prospectus, we have entered into a placement agency agreement with Keating Investments, LLC, a registered broker-dealer and member of the NASD. Keating Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933. Under the terms of that agreement, Keating Investments has agreed to sell the units being offered by this prospectus on a “best efforts” basis at the public offering price of $1.25 per unit. As such, Keating Investments has no obligation to take or purchase any of the shares. Further, the agreement with Keating Investments does not ensure the successful placement of any of the shares.

We have agreed to pay Keating Investments a fee of 10% of the gross subscription proceeds of the units sold to purchasers identified (or deemed to be identified) to us by Keating Investments. The underwriting agreement also provides that upon the closing of the units offered, the underwriter will be paid a nonaccountable expense allowance equal to 3% of the gross proceeds from the sale of such units, including the over-allotment option.

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We have also agreed to issue to the underwriter a unit purchase option to purchase from us up to 100,000 units at an exercise price per unit equal to 120% of the offering price per unit. The unit purchase option and the securities underlying the unit purchase option are exercisable during the two-year period beginning one year from the date of effectiveness of the registration statement and are not redeemable. These warrants are not transferable for one year following the effective date of the registration, except to an individual who is an officer or partner of an underwriter, by will or by the laws of descent and distribution. The unit purchase option and the common stock and warrants issuable upon its exercise have registration rights. We will cause the registration statement to remain effective until the earlier of the time that all of the unit purchase option and underlying warran ts have been exercised and the date which is three years after the effective date of this offering. The common stock and warrants issued to the underwriter upon exercise of the unit purchase option will be freely tradable.

The holders of the unit purchase option will have, in that capacity, no voting, dividend or other shareholder rights. Any profit realized by the underwriter on the sale of the securities issuable upon exercise of the unit purchase option may be deemed to be additional underwriting compensation. During the term of the unit purchase option, the holders thereof are given the opportunity to profit from a rise in the market price of our common stock.

The expenses of the offering, other than underwriting discounts and commissions referred to above, are estimated at $________ and are payable entirely by us.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Each of our executive officers and directors and principal shareholders, including without limitation, the selling shareholders, has agreed for a period of 12 months after the date of this prospectus, subject to limited exceptions, not to:

•

offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to any shares of common stock or any options or warrants to purchase any shares of common stock, or any securities convertible into or exchangeable for shares of common stock; or

•

enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any common stock

without the prior written consent of Keating Investments, which may, however, in their sole discretion and at any time or from time to time before the termination of the 12-month period, without notice, release all or any portion of the securities subject to lock-up agreements.

99 Cent Stuff has agreed not to solicit warrant exercises other than through Keating Investments, unless Keating Investments declines to make such solicitation. Upon any exercise of the warrants after the first anniversary of the date of this Prospectus, 99 Cent Stuff will pay Keating Investments a fee of 5% of the aggregate exercise price of the warrants, if

•

the market price of the Company's common stock on the date the warrants are exercised is greater than the then exercise price of the warrants;

•

the warrant holder designates in writing that the exercise of the warrants was solicited by a member of the NASD and designates in writing the broker-dealer to receive compensation for such exercise;

•

the warrants are not held in a discretionary account;

•

disclosure of compensation arrangements was made both at the time of the Offering and at the time of exercise of the warrants; and

•

the solicitation of exercise of the warrant was not in violation of Regulation M promulgated under the Securities Exchange Act 0f 1934. 99 Cent Stuff will bear the costs of Keating Investment’s solicitation of exercise or redemption of the warrants.

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On June 30, 2003, we compensated Keating Investments, LLC by issuing 33,333 shares of our restricted common stock in connection with the Agreement of Reorganization between 99 Cent Stuff and iVideoNow. Keating is acting as underwriter of this offering. The president and 60% owner of Keating Investments is Timothy J. Keating, who is the son of Kevin R. Keating, who was president and a director at the time and is currently a director.

Keating Investments plans to offer and sell the shares in specific states in which the shares are registered or are exempt from registration, following the procedures for subscribing as outlined in this prospectus, and in compliance with Regulation M.

We will have use of any proceeds received once a subscription agreement is executed and delivered to us and the funds have been released from escrow. All funds received by Keating Investments, in its capacity as placement agent, will be immediately deposited (by Noon on the first business day after receipt) in the escrow account with ___________________ as escrow agent, under the terms of an escrow agreement entered into by us, Keating Investments and the escrow agent.

The proceeds of the offering shall be non-refundable except as may be required by applicable law. We reserve the right to reject any subscription in whole or in part, or to allot to any prospective investor less than the number of shares subscribed for by such investor.

Prior to this offering, there has been no public market for our units. Consequently, the initial public offering price for the units offered by this prospectus has been determined though negotiations between us and Keating Investments. Among the factors considered in these negotiations were prevailing market conditions, our financial information, market valuations of other companies that we and Keating Investments believe to be comparable to us, estimate of our business potential, the present state of our development and other factors deemed relevant.

The underwriters do not intend to confirm sales to any accounts over which they exercise discretionary authority.

LEGAL MATTERS

The validity of the securities offered through this prospectus will be passed on by Sachs Sax Klein, Boca Raton, Florida.

EXPERTS

Our consolidated financial statements for the periods ended December 31, 2002, 2001 and 2000 have been audited by Daszkal Bolton LLP, independent certified public accountants. We have included our consolidated financial statements in this prospectus in reliance on the report of Daszkal Bolton LLP, given on their authority as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with respect to the common stock to be distributed in this offering. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information with respect to 99 Cent Stuff and the common stock to be distributed in this offering, we refer you to the registration statement and the exhibits filed as part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as a n exhibit is qualified in all respects by the filed exhibit. The registration statement, including exhibits and schedules filed with it, may be inspected without charge at the SEC's public reference room at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of all or any part of the registration statement may be obtained from such office after payment of fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0300 for further information on the operation of the public reference rooms. The SEC also maintains a web site that contains registration statements, reports, proxy and information statements and other information regarding registrants, including us, that file electronically with the SEC at http://www.sec.gov.

41

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and file annual reports containing consolidated financial statements audited by an independent public accounting firm, quarterly reports containing unaudited financial data, current reports, proxy statements and other information with the SEC. You are able to inspect and copy such periodic reports, proxy statements and other information at the SEC public reference room and the SEC's web site.

WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING THIS OFFERING EXCEPT THE INFORMATION AND REPRESENTATIONS WHICH ARE CONTAINED IN THIS PROSPECTUS OR WHICH ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS. IF ANYONE GIVES OR MAKES ANY OTHER INFORMATION OR REPRESENTATION, YOU SHOULD NOT RELY ON IT. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE BY ANY PERSON IN ANY CIRCUMSTANCES IN WHICH AN OFFER OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT INTERPRET THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER AS AN INDICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS PROSPECTUS. YOU SHOULD ALSO BE AWARE THAT THE INFORMATION IN THIS PROSPECTUS MAY C HANGE AFTER THIS DATE.  

42

99 CENT STUFF, LLC

Consolidated Financial Statements

Index

Independent Auditors' Report		F-2
Consolidated Financial Statements:
	Consolidated Balance Sheets at December 31, 2001 and 2002
	and June 30, 2003 (Unaudited)	F-3
	Consolidated Statements of Operations for
	the years ended December 31, 2000, 2001 and 2002 and
	the Six Months Ended June 30, 2002 and 2003 (Unaudited)	F-4
	Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
	for the Years Ended December 31, 2002, 2001 and 2000
	and (Unaudited) for the Six Months Ended June 30, 2003	F-5
	Consolidated Statements of Cash Flows for the years ended
	December 31, 2000, 2001 and 2002 and the Six Months
	Ended June 30, 2002 and 2003 (Unaudited)	F-6
Notes to Consolidated Financial Statements		F-7

Pro Forma Financial Statements

Note	F-13
Pro Forma Balance Sheet as of December 31, 2002	F-14
Note	F-15
Pro Forma Balance Sheet as of June 30, 2003	F-16

F-1

Michael I. Daszkal, CPA, P.A. Jeffrey A. Bolton, CPA, P.A. Timothy R. Devlin, CPA, P.A. Michael S. Kridel, CPA, P.A. Marjorie A. Horwin, CPA, P.A.		2401 N.W. Boca Raton Boulevard Boca Raton, FL 33431 t: 561.367.1040 f: 561.750.3236 www.daszkalbolton.com
&n bsp;

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders

99 Cent Stuff, Inc.

We have audited the accompanying consolidated balance sheets of 99 Cent Stuff, Inc. as of December 31, 2002 and 2001, and the related consolidated statements of operations and changes in shareholders’ equity (deficit) and cash flows for the years ended December 31, 2002, 2001 and 2000. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of 99 Cent Stuff, Inc. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended December 31, 2002, 2001 and 2000 in conformity with accounting principles generally accepted in the United States of America.

These financial statements were previously issued and reported on, by us, on February 7, 2003. These financial statements have been revised to reflect the reorganization from a limited liability company to a C corporation and the conversion of shareholder notes payable totaling $14,591,553 into equity as of December 31, 1999.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the consolidated financial statements, the Company’s significant operating losses and reliance on outside funding to maintain operations raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DASZKAL BOLTON LLP

Boca Raton, Florida

February 7, 2003

(except for Notes 4and 10, as to which the date is September 2, 2003)

Member of American Institute of Certified Public Accountants - SEC and Private Companies Practice Sections    Member  Affiliated Offices Worldwide

F-2

99 CENT STUFF, INC

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2002 AND 2001

AND (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2003

							June 30, 2003 (Unaudited)
	2002			2001
ASSETS
Current assets:
Inventory	$	$2,186,584		$	3,385,949		$	2,044,637
Prepaid expenses and other assets		281,913			109,039			255,687
Total current assets		2,468,497			3,494,988			2,300,324
Property and equipment, net		3,181,575			4,044,796			2,915,345
Other assets:
Security deposits		167,300			166,237			142,300
Receivable from former officer		—			174,518			—
Total other assets		167,300			340,755			142,300
Total assets	$	5,817,372		$	7,880,539		$	5,357,969
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Cash overdraft	$	433,467		$	316,728		$	182,424
Accounts payable		2,596,095			3,417,336			2,311,826
Accounts payable and accrued expenses, related party		3,675,730			470,692			4,377,646
Accrued expenses		596,306			114,772			386,038
Lines of credit		—			2,900,000			4,968,399
Total current liabilities		7,301,598			7,219,528			12,226,333
Long term liabilities:
Lines of credit		3,200,000			—			—
Shareholders' equity (deficit):
Common stock, $.001 par value, 4,750,000 shares issued  and outstanding		4,750			4,750			4,750
Additional paid-in capital		14,586,803			14,586,803			14,586,803
Accumulated deficit		(19,275,779	)		(13,930,542	)		(21,459,917	)
Total shareholders' equity (deficit)		(4,684,226	)		661,011			(6,868,364	)
Total liabilities and shareholders' equity (deficit)	$	5,817,372		$	7,880,539		$	5,357,969

See the accompanying notes to the consolidated financial statements.

F-3

99 CENT STUFF, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

AND (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

										Six Months Ended June 30, 2003 (Unaudited)			Six Months Ended June 30, 2002 (Unaudited)
	2002			2001			2000
Net sales	$	38,661,157		$	35,888,782		$	14,219,365		$	19,233,430		$	18,796,721
Cost of goods sold		28,683,214			26,260,512			10,571,255			14,104,471			14,066,573
Gross profit		9,977,943			9,628,270			3,648,110			5,128,959			4,730,148
Selling, general and administrative expense		14,034,648			14,558,460			8,273,380			6,572,517			6,564,800
Loss from operations		(4,056,705	)		(4,930,190)	)		(4,625,270	)		(1,443,558	)		(1,834,652	)
Other income (expense):
Other income		59,960			35,911			21,069			19,020			11,993
Interest expense		(1,348,492	)		(1,617,159	)		(669,164	)		(759,600	)		(651,070	)
Total other income (expense)		(1,288,532	)		(1,581,248)	)		(648,095	)		(740,580	)		(639,077	)
Net loss	$	(5,345,237	)	$	(6,511,438	)	$	(5,273,365	)	$	(2,184,138	)	$	(2,473,729	)
Loss per share:
Net loss per share, basic and diluted	$	(1.13	)	$	(1.37	)	$	(1.11	)	$	(0.46	)	$	(0.52	)
Weighted average number of shares outstanding		4,750,000			4,750,000			4,750,000			4,750,000			4,750,000

See the accompanying notes to the consolidated financial statements.

F-4

99 CENT STUFF, INC

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

AND (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2003

							Accumulated Deficit
	Common Stock				Additional Paid-In Capital
	Shares		Amount							Total
Balance, December 31, 1999		4,750,000	$	4,750	$	14,586,803	$	(2,145,739	)	$	$12,445,814
Net loss		—		—		—		(5,273,365	)		(5,273,365	)
Balance, December 31, 2000		4,750,000		4,750		14,586,803		(7,419,104	)		7,172,449
Net loss		—		—		—		(6,511,438	)		(6,511,438	)
Balance, December 31, 2001		4,750,000		4,750		14,586,803		(13,930,542	)		661,011
Net loss		—		—		—		(5,345,237	)		(5,345,237	)
Balance, December 31, 2002		4,750,000		4,750		14,586,803		(19,275,779	)		(4,684,226	)
Net loss for the six months ended June 30, 2003  (UNAUDITED)		—		—		—		(2,184,138	)		(2,184,138	)
Balance, June 30, 2003 (UNAUDITED)		4,750,000	$	4,750	$	14,586,803	$	(21,459,917	)	$	(6,868,364	)

See the accompanying notes to the consolidated financial statements.

F-5

99 CENT STUFF, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

AND (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

										Six Months Ended June 30, 2003 (Unaudited)			Six Months Ended June 30, 2002 (Unaudited)
	2002			2001			2000
Cash flows from operating activities:
Net loss	$	(5,345,237	)	$	(6,511,438	)		$(5,273,365	)	$	(2,184,138	)	$	(2,473,729	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		899,405			852,532			351,656			412,214			441,385
Interest accrued on payables, related party		1,249,202			1,381,713			563,557			679,388			609,943
Loss on store closing		150,000			—			—			—			—
(Increase) decrease in:
Prepaid expenses and other assets		(22,874	)		13,746			(158,764	)		26,226			29,655
Inventory		1,199,365			881,678			(1,542,537	)		141,947			350,235
Security deposits		(1,063	)		5,934			—			25,000			—
Receivable from former officer		174,518			(174,518	)		—			—			(6,348	)
Increase (decrease) in:
Accounts payable		(821,241	)		205,108			2,592,609			(284,269	)		200,182
Accrued expenses		401,534			(101,376	)		77,794			(210,268	)		82,185
Net cash used in operating activities		(2,116,391	)		(3,446,621	)		(3,389,050	)		(1,393,900	)		(766,492	)
Cash flows used in investing activities:
Purchase of property and equipment		(256,184	)		(766,838	)		(3,360,049	)		(145,984	)		(118,716	)
Cash flows from financing activities:
Increase in accounts payable and accrued expenses, related party		1,955,836			394,196			76,496			22,528			1,020,455
Increase (decrease) in cash overdraft		116,739			(210,940	)		192,643			(251,043	)		(235,247	)
Net borrowings under lines of credit		300,000			1,725,203			798,560			1,768,399			100,000
Capital contribution		—			2,305,000			5,645,000			—			—
Net cash provided by financing activities		2,372,575			4,213,459			6,712,699			1,539,884			885,208
Net increase (decrease) in cash		—			—			(36,400	)		—			—
Cash at beginning of year		—			—			36,400			—			—
Cash at end of year	$	—		$	—		$	—		$	—		$	—
Supplemental cash flow information:
Interest paid	$	104,455		$	190,999		$	105,604		$	66,559		$	—

See the accompanying notes to the consolidated financial statements.

F-6

99 CENT STUFF, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

99 Cent Stuff LLC (the “Company”) was organized under the laws of the State of Delaware on June 28, 1999 as a limited liability company. In July 2003, the Company merged with a public shell, iVideoNow, Inc., and became a C corporation. The Company is a specialty, single-priced retailer that primarily targets individuals and small businesses with one-stop shopping for food, produce, consumable hard lines, health and beauty aids, novelty and impulse items. The Company was operating retail outlets in eleven locations and ten locations at December 31, 2002 and December 31, 2001, respectively. The locations are separately incorporated as limited liability companies and are wholly owned by the Company. All of the stores are in southeast Florida.

The Company’s ability to provide quality merchandise at the 99 cents price point is subject to certain economic factors, which are beyond the Company’s control, including inflation. Inflation could have a material adverse effect on the Company’s business and results of operations, especially given the constraints on the Company to pass on any incremental costs due to price increases or other factors. A sustained trend of significant inflationary pressure could require the Company to abandon its single price point of 99 cents per item, which could have a material adverse effect on the Company’s business and results of operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all investments with original maturities of three months or less to be cash equivalents. At December 31, 2002 and 2001, there are no cash equivalents.

Fair Value of Financial Instruments

The Company’s financial instruments consist mainly of cash, short-term payables, borrowings under a line of credit and notes payable. The Company believes that the carrying amounts approximate fair value.

Inventory

Inventory is stated at the lower of average cost or market, with cost determined on a first-in, first-out (FIFO) basis, and consists primarily of merchandise held for resale. The Company provides an allowance for certain merchandise that may become totally obsolete or damaged. Management believes that there is no obsolete or damaged merchandise in its inventory at December 31, 2002 and 2001, respectively, and therefore no adjustment was necessary.

Property and Equipment

Property and equipment are stated at cost. Depreciation on property and equipment is computed using the straight-line method. The following estimated lives have been used for financial statement purposes:

Category	Lives
Computer equipment	5 years
Furniture, fixtures and equipment	5-7 years
Leasehold improvements	7 years

F-7

99 CENT STUFF, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Income Taxes

Prior to the merger with iVvideoNow, Inc. the Company was a limited liability company, the Company was treated as a partnership for Federal and State income tax purposes. Under subchapter K of the Internal Revenue Code, members are taxed separately on their distributive share of the Partnership’s income whether or not that income is actually distributed upon the completion of the merger the Company became a C corporation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary limited liability companies, after eliminations of all material intercompany transactions.

Advertising Costs

Advertising and sales promotion costs are expensed as incurred. Advertising expense totaled $12,863, $83,946 and $47,918 for the years ended December 31, 2002, 2001 and 2000, respectively.

Revenue Recognition

Revenue is recognized at the point of sale.

Pre-Opening Costs

The Company expenses, as incurred, all pre-opening costs related to the opening of new retail stores.

Operating Segments

The Company has one business segment, which is our retail operations. The majority of the product offerings include recognized brand-name consumable merchandise, regularly available for reorder. The Company had no customers representing more than 10 percent of net sales. Substantially all of the Company’s net sales were to customers located in the United States.

Shipping and Handling Costs

The Company follows the provisions of Emerging Issues Task Force Issue No. 00 -10, “Accounting for Shipping and Handling Fees and Costs.” Any amounts billed to third-party customers for shipping and handling is included as a component of revenue. Shipping and handling costs incurred are included as a component of cost of sales.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes indicate that the carrying amount of an asset or group of assets may not be recoverable. No impairment losses were recorded during the periods ended December 31, 2002, 2001 and 2000.

F-8

99 CENT STUFF, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Unaudited Interim Information

The information presented as of June 30, 2003 and 2002 has not been audited. In the opinion of management, the unaudited interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of June 30, 2003, and the results of its operations and shareholder’s deficit and its cash flows for the six months ended June 30, 2003 and 2002. The results of operations for the six-month periods ended June 30, 2003 and 2002 are not necessarily indicative of the results for the full year.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2002 and 2001:

	2002			2001
Computer equipment	$	458,718		$	424,259
Furniture, fixtures and equipment		3,442,295			3,314,104
Leasehold improvements		1,366,384			1,609,605
Total property and equipment		5,267,397			5,347,968
Less: accumulated depreciation and amortization		(2,085,822	)		(1,303,172	)
Net property and equipment	$	3,181,575		$	4,044,796

Depreciation expense for the years ended December 31, 2002, 2001and 2000 was $899,405, $852,532 and $351,656, respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

At December 31, 2002 and 2001, the Company had notes payable of $14,591,553 for funds advanced from a shareholder of the Company. As of December 31, 2002 accrued interest of $1,004,602 on this note payable was included in accounts payable and accrued expenses, related party. As part of the reorganization of the Company this note was converted into equity.

At December 31, 2002 and 2001, the Company had accounts payable of $3,675,730 and $470,692, respectively, for funds advanced from a shareholder of the Company. The accounts payable are short-term and bear interest at the prime rate plus 2.0% (6.25% at December 31, 2002 and 6.75% at December 31, 2001). As of December 31, 2002, interest of $129,080 was accrued and included in accounts payable and accrued expenses, related party for the shareholder’s accounts payable and accrued expenses.

A shareholder of the Company is the guarantor on several of the lease agreements for warehouse and retail facilities (Note 5), and also for the lines of credit and letters of credit (Note 6). As of December 31, 2002, interest of $115,520 was accrued for the shareholder’s personal guaranty of these obligations and is included in accounts payable and accrued expenses, related party on the accompanying consolidated balance sheet.

As of December 31, 2001, the company had an advance and accrued interest of $174,518 to an officer of the Company, which is included in other assets on the accompanying consolidated balance sheet. During the year ended December 31, 2002, the note was forgiven, recorded as compensation expense and included in selling, general and administrative expenses on the accompanying consolidated statement of operations.

F-9

99 CENT STUFF, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - LEASE COMMITMENTS

The Company leases its retail and warehouse facilities under long-term operating lease agreements.  Rent expense for all operating leases was $2,371,887, $2,129,550 and $1,236,445 for the years ended December 31, 2002, 2001 and 2000, respectively.

At December 31, 2002, future minimum lease payments for these leases are as follows:

Year Ending December 31,
2003	$	1,688,281
2004		1,510,349
2005		1,134,114
2006		1,015,896
2007		1,021,871
Thereafter		3,066,311
Total minimum lease payments	$	9,436,822

NOTE 6 - CREDIT FACILITIES

For the Six Months Ended June 30, 2003 (Unaudited)

On January 10, 2003, the Company entered into an agreement with a financial institution for an additional revolving line of credit in the amount of $2,000,000 that requires quarterly interest payments at the bank’s prime rate minus one percent. The line is secured by a personal guarantee of a shareholder of the Company and is due January 10, 2004. The shareholder is compensated 2% per annum of the total amount available under the line of credit for the personal guaranty of this facility.

For the Years Ended December 31, 2002 and 2001

At December 31, 2002, the Company has a $3,500,000 and a $500,000 revolving line of credit with a financial institution that requires quarterly interest payments at the bank’s prime rate minus one percent (3.25% at December 31, 2002). The line is secured by a personal guaranty of a shareholder of the Company and is due February 4, 2004. The shareholder is compensated 2% per annum of the total amount available under the line of credit for the personal guaranty of this facility. At December 31, 2002, the Company owed $3,200,000 on its revolving lines of credit.

At December 31, 2001, the Company had a $3,000,000 and a $1,000,000 revolving lines of credit with a financial institution. During 2002, these lines were refinanced into the lines of credit for $3,500,000 and $500,000 discussed above.  

At December 31, 2002 and 2001, the Company had outstanding irrevocable letters of credit approximating $115,000 and $130,225, respectively. These letters of credit, which have terms of three months to one year, collateralize the Company’s obligation to third parties for the purchase of goods or services. The fair value of these letters of credit approximates contract values based on the nature of the fee arrangements with the issuing banks, usually 1 to 1.5% of the credit issued.

F-10

99 CENT STUFF, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - CONTINGENCIES

The Company is involved in various claims and lawsuits arising in the normal course of business. Management believes that any financial responsibility that may be incurred in settlement of such claims and lawsuits are not material to the Company’s financial position.

NOTE 8 - FINANCIAL ANALYSIS AND LIQUIDITY

The Company has incurred significant operating losses and negative cash flows from operations and has funded its start up costs and related operating deficits by loans from a shareholder of the Company. The Company is dependent on this and other sources of financing to meet its future obligations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan is to fund short-term cash requirements with additional shareholder financing and is also reviewing possible sources of capital and financing. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 9 - RECLASSIFICATIONS

Certain amounts in the accompanying consolidated financial statements as of December 31, 2001 have been reclassified to conform to the current year presentation, with no effect on reported net loss.

NOTE 10 - MERGER AGREEMENTS

On July 1, 2003 a majority of the shareholders of iVideoNow, Inc. approved an Agreement and Plan of Reorganization (the "Reorganization Agreement") between IVideoNow, Inc. and 99 Cent Stuff, Inc, whereby IVideoNow, Inc. issued 4,750,000 shares of its common stock and warrants to purchase 5 million shares of common stock at an exercise price of $.001 per share exercisable only in the event Keating Investments LLC does not arrange for at least $3 million of equity financing on terms reasonably acceptable to the Company by December 31, 2003, in exchange for all of the outstanding membership interests of the Company (the "Merger Agreement"). For accounting purposes, the share exchange will be treated as a recapitalization of the Companies. The value of the net assets of the Companies after the share exchange is completed will be the same as their historic book value.

The following unaudited pro forma interim financial information for the Company is presented as if the share exchange had taken place on January 1 for each of the respective years.

	June 30, 2003			June 30, 2002
Revenues	$	19,233,430		$	18,796,021
Expenses		(21,591,322	)		(21,331,359	)
Net loss	$	(2,357,892	)	$	(2,534,638	)
Net loss per share	$	(0.50	)	$	(0.53	)

NOTE 11 - UNAUDITED PRO FORMA INFORMATION

Stock Option Plan

The Company will establish a nonqualified and incentive stock option plan in connection with the filing of a Form S-1 Registration Statement. The plan provides for the issuance of a maximum of 250,000 shares of common stock to officers, directors and consultants and other key employees. Incentive stock options and nonqualified options are granted at not less than 100 percent of the fair market value of the underlying common stock on the date of grant.

F-11

99 CENT STUFF, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - UNAUDITED PRO FORMA INFORMATION, continued

Provision for Income Taxes

The unaudited pro forma net loss presents the pro forma effects on historical net income adjusted for a pro forma provision for income taxes. The pro forma provision for income taxes has been determined assuming the Company had been taxed as a C corporation for federal and state income tax purposes. Since the Company had a loss since inception no income tax expense has been recorded. The tax benefit from the losses has been offset by a valuation allowance.

NOTE 12 - EARNINGS PER SHARE

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

F-12

iVideoNow, Inc.

Pro forma financial information.

On July 1, 2003 a majority of the shareholders of iVideoNow, Inc. approved an Agreement and Plan of Reorganization (the "Reorganization Agreement") between iVideoNow, Inc. and 99 Cent Stuff, LLC whereby iVideoNow, Inc. will issue 4,750,000 shares of its Common Stock and warrants to purchase 5 Million shares of Common Stock at an exercise price of $.001 per share exercisable only in the event Keating Investments LLC does not arrange for at least $3 Million of equity financing on terms reasonably acceptable to the Company by December 31, 2003, in exchange for all of the outstanding membership interests of the Company (the "Merger Agreement"). The Plan was subject to shareholder notification and became effective on September 3, 2003.

The following Pro Forma Combined Balance Sheets of the Registrant have been prepared by management of the Registrant based upon the balance sheets of the Registrant as of December 31, 2002. The pro forma statements give effect to the transaction as a public shell merger and the assumptions and adjustments in the accompanying notes to pro forma combined financial statements. The pro forma combined balance sheet as of December 31, 2002 gives effect to the proposed transaction as if it had occurred as of December 31, 2002.

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The pro forma combined financial statements do not purport to represent what the combined companies’ financial position or results of operations would actually have been had the proposed transaction occurred on such date or as of the beginning of the period indicated, or to project the combined companies’ financial position or results of operations for any future period.

F-13

iVideo Now, Inc.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
December 31, 2002
(UNAUDITED)
ASSETS
	Historical
	iVideo Now Inc.			99 Cent Stuff LLC							Pro Forma Adjustments			Proforma Combined
							Combined
Cash	$	11,224		$	—		$	11,224			$	(11,224	)	$	—
Inventory		—			2,186,584			2,186,584				—			2,186,584
Prepaid expenses and other assets		—			281,913			281,913			$	—			281,913
Total Current Assets		11,224			2,468,497			2,479,721				(11,224	)		2,468,497
PROPERTY & EQUIPMENT—NET		—			3,181,575			3,181,575				—			3,181,575
OTHER ASSETS
Security deposits		—			167,300			167,300				—			167,300
		—			—			—				—			—
Total Other Assets		—			167,300			167,300				—			167,300
TOTAL ASSETS	$	11,224		$	5,817,372		$	5,828,596			$	(11,224	)	$	5,817,372
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENTLIABILITIES:
Cash overdraft	$	—		$	433,467		$	433,467						$	433,467
Accounts payable		15,133			2,596,095			2,611,228				(15,133	)		2,596,095
Accounts payable, related party		—			3,675,730			3,675,730							3,675,730
Accrued expenses					596,306			596,306							596,306
Lines of credit					3,200,000			3,200,000							3,200,000
		—			—			—				—			—
Total Current Liabilities		15,133			10,501,598			10,516,731				(15,133	)		10,501,598
STOCKHOLDERS'EQUITY(DEFICIT)
Preferred stock		—			—			—				—			—
Common stock		25,000			4,750			29,750		(a)		(24,750	)		5,000
Additional paid—in capital		3,988,253			14,586,803			18,575,056		(a)		(23,264,282	)		(4,689,226	)
Retained earnings		(4,017,162	)		(19,275,779	)		(23,292,941	)	(a),(b)		23,292,941			—
Total Stockholders' Equity (Deficit)		(3,909	)		(4,684,226	)		(4,688,135	)			3,909			(4,684,226	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	11,224		$	5,817,372		$	5,828,596			$	(11,224	)	$	5,817,372

1.

The pro forma balance sheet at June 30, 2003 is based upon the balance sheets of the Registrant and 99 Cent Stuff.

(a)

To record the public shell merger of the Registrant and 99 Cent Stuff. 4,750,000 common shares of the Registrant were exchanged for 100% of the membership interest of 99 Cent Stuff.

(b)

The Company will become a C Corporation for tax purposes and therefore retained earnings is reclassified to additional paid in capital.

F-14

iVideoNow, Inc.

Pro forma financial information.

On July 1, 2003 a majority of the shareholders of iVideoNow, Inc. approved an Agreement and Plan of Reorganization (the "Reorganization Agreement") between iVideoNow, Inc. and 99 Cent Stuff, LLC whereby iVideoNow, Inc. will issue 4,750,000 shares of its Common Stock and warrants to purchase 5 Million shares of Common Stock at an exercise price of $.001 per share exercisable only in the event Keating Investments LLC does not arrange for at least $3 Million of equity financing on terms reasonably acceptable to the Company by December 31, 2003, in exchange for all of the outstanding membership interests of the Company (the "Merger Agreement"). The Plan was subject to shareholder notification and became effective on September 3, 2003.

The following Pro Forma Combined Balance Sheets of the Registrant have been prepared by management of the Registrant based upon the balance sheets of the Registrant as of June 30, 2003. The pro forma statements give effect to the transaction as a public shell merger and the assumptions and adjustments in the accompanying notes to pro forma combined financial statements. The pro forma combined balance sheet as of June 30, 2003 gives effect to the proposed transaction as if it had occurred as of June 30, 2003.

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The pro forma combined financial statements do not purport to represent what the combined companies’ financial position or results of operations would actually have been had the proposed transaction occurred on such date or as of the beginning of the period indicated, or to project the combined companies’ financial position or results of operations for any future period.

F-15

Ivideo Now, Inc.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
June 30, 2003
(UNAUDITED)
ASSETS
	Historical
	iVideo Now Inc.			99 Cent Stuff LLC							Pro Forma Adjustments			Pro Forma Combined
							Combined
Cash	$	30,228		$	—		$	30,228			$	(30,228	)	$	—
Inventory		—			2,044,637			2,044,637				—			2,044,637
Prepaid expenses and other asets		1,000			255,687			256,687			$	(1,000	)		255,687
		—			—			—				—			—
Total Current Assets		31,228			2,300,324			2,331,552				(31,228	)		2,300,324
PROPERTY & EQUIPMENT — NET		—			2,915,345			2,915,345				—			2,915,345
OTHER ASSETS
Security deposits		—			142,300			142,300				—			142,300
		—			—			—				—			—
Total Other Assets		—			142,300			142,300				—			142,300
TOTAL ASSETS	$	31,228		$	5,357,969		$	5,389,197			$	(31,228	)	$	5,357,969
LIABILITIES & STOCKHOLDERS’ EQUITY DEFICIT
CURRENT LIABILITIES:
Cash overdraft	$	—		$	182,424		$	182,424				—			$182,424
Accounts payable		8,891			2,311,826			2,320,717				(8,891	)		2,311,826
Accounts payable, related party		—			4,377,646			4,377,646							4,377,646
Accrued expenses					386,038			386,038							386,038
Lines of credit					4,968,399			4,968,399							4,968,399
		—			—			—				—			—
Total Current Liabilities		8,891			12,226,333			12,235,224				(8,891	)		12,226,333
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock		30,000			4,750			34,750		(a)		(29,750	)		5,000
Additional paid—in capital		4,183,253			14,586,803			18,770,056		(a)		(25,643,420	)		(6,873,364	)
Retained earnings		(4,190,916	)		(21,459,917	)		(25,650,833	)	(a),(b)		25,650,833			—
Total Stockholders' Equity (Deficit)		22,337			(6,868,364	)		(6,846,027	)			(22,337	)		(6,868,364	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	31,228		$	5,357,969		$	5,389,197			$	(31,228	)	$	5,357,969

1.

The pro forma balance sheet at June 30, 2003 is based upon the balance sheets of the Registrant and 99 Cent Stuff.

(a)

To record the public shell merger of the Registrant and 99 Cent StuffI.4,750,000 common shares of the Registrant were exchanged for 100% of the membership interest of 99 Cent Stuff.

(b)

The Company will become a C Corporation for tax purposes and therefore retained earnings is reclassified to additional paid in capital.

F-16

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses, other than underwriting discounts and commissions, payable by the Registrant in connection with the sale of the common stock being registered. All of the amounts shown are estimated except the Securities and Exchange Commission registration fee.

SEC registration fee	$	1,087
Printing and engraving expenses		20,000	*
Legal fees and expenses		35,000	*
Accounting fees and expenses		10,000	*
Blue Sky fees and expenses		30,000	*
Transfer agent and miscellaneous fees and expenses		12,113	*
NASD filing fee		1800
Total	$	110,000	*

———————

*

Estimated

Item 14. Indemnification of Directors and Officers.

The Registrant has authority under Section 607.0850 of the Florida Business Corporation Act to indemnify its directors and officers to the extent provided for in such statute. The Registrant's Amended and Restated Articles of Incorporation and Bylaws provide that the Registrant may insure, shall indemnify and shall advance expenses on behalf of our officers and directors to the fullest extent not prohibited by law. We are also a party to indemnification agreements with each of our directors and officers. The Registrant has also agreed to indemnify the selling shareholders named in the Registration Statement against certain liabilities, including liabilities under the Securities Act.

The bylaws of the registrant provide that, to the fullest extent permitted by applicable law, the registrant shall indemnify any person who is a party or otherwise involved in any proceeding by reason of the fact that such person is or was a director or officer of the registrant or was serving at the request of the registrant.

The registrant has not purchased insurance against costs which may be incurred by it pursuant to the foregoing provisions of its certificate of incorporation and bylaws, nor does it insure its officers and directors against liabilities incurred by them in the discharge of their functions as such officers and directors.

Item 15. Recent Sales of Unregistered Securities.

In connection with the merger of 99 Cent Stuff LLC with and into iVideoNow, Inc. an aggregate of 4,750,000 shares of its common stock was issued to Raymond Zimmerman and family members in exchange for outstanding limited liability company interests.  The transaction was an exempt transaction under Section 4(2) of the Securities Act of 1933.

On June 30, 2003, we compensated Keating Investments, LLC by issuing 33,333 shares of our restricted common stock in connection with the Agreement of Reorganization between 99 Cent Stuff and iVideoNow. Keating is acting as underwriter of this offering. The president and 60% owner of Keating Investments is Timothy J. Keating, who is the son of Kevin R. Keating, who was president and a director at the time and is currently a director. Such transaction was exempt from registration under Section 4(2).

II-1

Item 16. Exhibits and Financial Statement Schedules

Exhibit Number	Exhibit Description
1.1+	Underwriting Agreement
2.1	Agreement between iVideoNow, Inc. and 99 Cent Stuff, LLC dated as of July 1, 2003
3.1(1)	Articles of Incorporation
3.2(2)	Amendment to Articles of Incorporation
3.3(3)	Bylaws
3.4	Articles of Incorporation (Florida)
4.1+	Specimen Stock Certificate
4.2	Warrant Agreement
4.3+	Underwriter’s Unit Purchase Option
5.1+	Opinion of Sachs Sax Klein
10.1	2003 Equity Incentive Plan
10.2(1)	Lease for Beacon Warehouse
23.1+	Consent of Sachs Sax Klein (included in Exhibit 5.1)
23.2	Consent of Daszkal Bolton LLP

———————

(1)

Incorporated by reference from Exhibit 3 (i) to Registrant's Form 10-SB12G filed June 14, 1999

(2)

Incorporated by reference to Registrant's Form 10-QSB filed on November 21, 2001

(3)

Incorporated by reference from Exhibit 3 (iii) to Registrant's Form 10-SB12G filed June 14, 1999

(4)

Incorporated by reference from the Registration Statement on Form S-1 (File No. 333-92048) filed by 99 Cent Stuff, Inc. on September 6, 2002.

+

To be filed by amendment

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling pre cedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

•

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;

•

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on September 4, 2003.

99 CENT STUFF, INC.

By:/s/ RAYMOND ZIMMERMAN

Raymond Zimmerman, Chairman

POWER OF ATTORNEY

Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Raymond Zimmerman, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments (including post effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys in fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to al intents and purposes as he or she might or could do in person thereby ratifying and confirming all th at said attorneys in fact and agents, or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

Signature	Title	Date
/s/ RAYMOND ZIMMERMAN Raymond Zimmerman	Chairman of the Board and Chief Executive Officer	September 4, 2003
/s/ BARRY BILMES Barry Bilmes	Chief Financial Officer and Principal Accounting Officer	September 4, 2003
/s/ KEVIN KEATING Kevin Keating	Director	September 4, 2003
/s/ LEONARD FLORENCE Leonard Florence	Director	September 4, 2003
/s/ NATHAN LIGHT Nathan Light	Director	September 4, 2003

II-3

EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1	Agreement between iVideoNow, Inc. and 99 Cent Stuff, LLC dated as of July 1, 2003
3.4	Articles of Incorporation (Florida)
4.2	Warrant Agreement
10.1	2003 Equity Incentive Plan
23.2	Consent of Daszkal Bolton LLP

EX-2.1

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION, made and entered into this 1st day of July, 2003, by and between iVideoNow, Inc., a Delaware corporation (“VNOW”), and 99 Cent Stuff, LLC., a Florida limited liability company, (“NNCS”).

Recitals

A.

This Agreement provides for the reorganization of NNCS with and into VNOW, with the surviving entity adopting the name 99 Cent Stuff, Inc., and in connection therewith, the exchange of the outstanding membership interests of NNCS for shares of common voting stock of VNOW, all for the purpose of effecting a tax-free reorganization pursuant to sections 351, 354 and 368(a) of the Internal Revenue Code.

B.

The board of directors of VNOW and the members of NNCS have determined, subject to the terms and conditions set forth in this Agreement, that the exchange contemplated hereby, as a result of which NNCS and VNOW will become one entity, is desirable and in the best interests of their stockholders.  This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed exchange.

Agreement

NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS AND WARRANTIES OF NNCS

As an inducement to and to obtain the reliance of VNOW, NNCS represents and warrants as follows:

Section 1.1

Organization.  NNCS is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida and has the power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Attached as Schedule 1.1 is a complete and correct copy of the articles of organization of NNCS as in effect on the date hereof. The execution and deliv ery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of NNCS’s articles of organization.  NNCS has full power, authority and legal right and has taken all action required by law, its articles of organization or otherwise to authorize the execution and delivery of this Agreement.

1

Section 1.2

Capitalization.  As of the Closing Date hereof, all of the outstanding interests of NNCS will be owned by the persons listed on Schedule 1.2. All issued and outstanding interests are legally issued, fully paid and nonassessable and are not issued in violation of the preemptive or other rights of any person.  NNCS has no other securities, warrants or options authorized or issued. Prior to the Closing Date, Raymond Zimmerman shall have converted $14,591,553 of advances to NNCS interests.

Section 1.3

Subsidiaries.  Except as otherwise set forth in the NNCS Schedules, NNCS does not have any other subsidiaries and does not own, beneficially or of record, any shares of any other entity other than the single-member LLCs owning each store.

Section 1.4

Financial Statements.  Included in the NNCS Schedules is NNCS’s audited financial statements (including any predecessor companies) including a balance sheet, statement of operations, member equity and cash flows and notes thereto, dated as of  December 31, 2002.  Relevant thereto:

(a)

the NNCS balance sheet presents fairly as of its date the financial condition of NNCS; NNCS does not have, as of the date of such balance sheet, except as noted and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto and all material assets reflected therein are properly reported and present fairly the value of the assets of NNCS, in accordance with generally accepted accounting principles;

(b)

NNCS has no material liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable;

(c)

NNCS has filed all, state, federal and local income tax returns required to be filed by it from inception to the date hereof, if any; and

(d)

the books and records, financial and others, of NNCS are in all material respects complete and correct and have been maintained in accordance with good business accounting practices.

Section 1.5

Absence of Certain Changes or Events.  Except as set forth in this Agreement (including the Schedules), or as otherwise disclosed to VNOW, since December 31, 2002:

(a)

there has not been: (i) any material adverse change in the business, operations, properties, assets or condition of NNCS; or (ii) any damage, destruction or loss to NNCS (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of NNCS;

(b)

NNCS has not: (i) amended its articles of organization; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to members or purchased or redeemed or agreed to purchase or redeem any of its interests; (iii) waived any rights of value which in the aggregate are

2

extraordinary or material considering the business of NNCS; (iv) made any material change in its method of operation or accounting; (v) entered into any other material transaction; or (vi) made any material accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee in excess of one year.

(c)

NNCS has not:  (i)  borrowed or agreed to borrow any funds or incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (ii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent NNCS balance sheet and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties or rights (except assets, properties or rights not used or useful in its business which, in the aggregate have a value of less than $25,000); (iv) made or permitted any amendment or termination of any contract, agreement or lice nse to which it is a party if such amendment or termination is material, considering the business of NNCS; or (v) issued, delivered or agreed to issue or deliver any stock, bonds or other corporate securities, including debentures (whether authorized and unissued or held as treasury stock); and

(d)

to the best knowledge of NNCS, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets or condition of NNCS.

Section 1.6

Title and Related Matters.  NNCS has good and marketable title to and is the sole and exclusive owner of all of its properties, interests in properties and assets, real and personal (collectively, the “Assets”) which are reflected in the NNCS audited balance sheet or acquired after that date (except properties and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges or encumbrances except: (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not, materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations o n such properties; and (c) as described in the NNCS Schedules.  Except as set forth in the NNCS Schedules, no third party has any right to, and NNCS has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial conditions or income of NNCS or any material portion of its properties, assets or rights.

Section 1.7

Litigation and Proceedings.  To the best of NNCS’s knowledge and belief, except as disclosed in the financial statements, there are no actions, suits, proceedings or investigations pending or threatened by or against NNCS or affecting NNCS or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that if determined adversely would have a material

3

adverse effect on the business, operations, financial condition or income of NNCS.  NNCS does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 1.8

Contracts.

(a)

Except as included or described in the NNCS Schedules, there are no material contracts, agreements or other commitments to which NNCS is a party or by which it or any of its assets, products, technology or properties are bound; and

(b)

except as included or described in the NNCS Schedules or reflected in the most recent NNCS balance sheet, NNCS is not a party to any:  (i) employment agreement for any officer or employee which is not terminable on thirty (30) days or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) consulting or other similar contracts with an unexpired term of more than one year or providing for payments in excess of $100,000 in the aggregate; (v) collective bargaining agreements; (vi) agreement with any p resent or former officer or director of NNCS; or (vii) contract, agreement or other commitment involving payments by it of more than $100,000 in the aggregate.

Section 1.9

Material Contract Defaults.  Except as set forth in the NNCS Schedules, to the best of NNCS’s knowledge and belief, NNCS is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of NNCS.

Section 1.10

No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which NNCS is a party or to which any of its properties or operations are subject.

Section 1.11

Governmental Authorizations.  To the best of NNCS’s knowledge, NNCS has all licenses, franchises, permits or other governmental authorizations legally required to enable NNCS to conduct its business in all material respects as conducted on the date hereof except for compliance with federal and state securities and Florida limited liability company laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by NNCS of this Agreement and the consummation by NNCS of the transactions contemplated hereby.

4

Section 1.12

Compliance With Laws and Regulations.  To the best of NNCS’s knowledge, except as disclosed in the NNCS Schedules, NNCS has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of NNCS or would not result in NNCS’s incurring any material liability.

Section 1.13

Insurance.  All of the insurable properties owned either directly or indirectly by NNCS are insured for NNCS’s benefit under valid and enforceable policies issued by insurers of recognized responsibility.  Such policy or policies containing substantially equivalent coverage will be outstanding and in full force at the Closing Date.

Section 1.14

Approval of Agreement The members of NNCS have authorized the execution and delivery of this Agreement by NNCS and have approved the transactions contemplated hereby.

Section 1.15

Material Transactions or Affiliations.  Except as disclosed herein and in the NNCS Schedules, there exists no material contract, agreement or arrangement between NNCS and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by NNCS to own beneficially, ten percent (10%) or more of the issued and outstanding NNCS Common Shares and which is to be performed in whole or in part after the date hereof.

Section 1.16

Labor Relations.  NNCS has never had a work stoppage resulting from labor problems.  To the best knowledge of NNCS, no union or other collective bargaining organization is organizing or attempting to organize any employee of NNCS.

Section 1.17

Principals of NNCS.  During the past five year period, except as disclosed on Schedule 1.17, no officer or director of NNCS has been the subject of

(a)

 a petition under the Federal bankruptcy laws or any other insolvency law nor has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(b)

a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated);

(c)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

5

(i)

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of  any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)

Engaging in any type of business practice; or

(iii)

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws.

(d)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity;

(e)

a finding by a court of competent jurisdiction in a civil action or by the Commission to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or

(f)

a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed suspended or vacated.

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES OF VNOW

As an inducement to, and to obtain the reliance of NNCS, VNOW represents and warrants as follows:

Section 2.1

Organization.  VNOW is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it are now being conducted, including qualification to do business as a foreign corporation in the states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  Included in the VNOW Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation and bylaws of VNOW as in effect on the date hereof.  The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this

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Agreement in accordance with the terms hereof will not, violate any provision of VNOW’ s articles of incorporation or bylaws.  VNOW has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.  VNOW has full power, authority and legal right and has taken all action required by law, its articles of incorporation, bylaws or otherwise to consummate the transactions herein contemplated.

Section 2.2

Capitalization.  The authorized capitalization of VNOW consists of 20,000,000 shares of Preferred Stock, par value $0.01 per share and 80,000,000 shares of Common Stock, par value $0.001 per share.  As of the date hereof there are no shares of Preferred Stock and 30,000,000 Common Shares of VNOW issued and outstanding.  As of the Closing Date (as defined herein), there will be no more than 1,000,000 shares of VNOW’s common stock issued or outstanding.

Section 2.3

Subsidiaries.  VNOW has no subsidiary companies.

Section 2.4

Financial Statements.

(a)

Included in the VNOW Schedules are the audited balance sheet of VNOW for the fiscal years ended December 31, 2002 and 2001, and the related statements of operations, stockholders’ equity and cash flows for the years then ended, and the unaudited balance sheet and related statement of operations, stockholders’ equity and cash flow for the three month period ended March 31, 2003, which are included in the schedules identified in Section 2.20(b).

(b)

All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.  The VNOW balance sheets present fairly as of their respective dates the financial condition of VNOW.  VNOW did not have as of the date of any of such VNOW balance sheets, any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of VNOW, in accordance with generally accepted accounting principles.  The statements of operations, stockholders’ equity and changes in financial position reflect fairly the information required to be set forth therein by generally accepted accounting principles.

(c)

The books and records, financial and others, of VNOW are in all material respects complete and correct and have been maintained in accordance with good business accounting practices.

(d)

VNOW has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties).

(e)

As of the Closing Date, as defined herein, the VNOW balance sheets and the notes thereto, shall reflect that VNOW has:  (i) no receivables; (ii) no accounts payable; and (iii) no contingent liabilities, direct or indirect, matured or unmatured.

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Section 2.5

Information.  The information concerning VNOW as set forth in this Agreement and in the VNOW Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 2.6

Options and Warrants.  Except as set forth in the VNOW Annual Report on Form 10-KSB for the year ended December 31, 2002, there are no existing options, warrants, calls or commitments of any character to which VNOW is a party and by which it is bound.

Section 2.7

Absence of Certain Changes or Events.  Except as described herein or in the VNOW Schedules, since December 31, 2002:

(a)

VNOW has not:  (i) amended its articles of incorporation or bylaws; (ii) waived any rights of value which in the aggregate are extraordinary or material considering the business of VNOW; (iii) made any material change in its method of management, operation or accounting; or (iv) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee;

(b)

VNOW has not:  (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, which option, warrant or other right has not been cancelled as of the Closing Date; or (ii) borrowed or agreed to borrow any funds or incurred or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; and

(c)

to the best knowledge of VNOW, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets or condition of VNOW.

Section 2.8

Title and Related Matters.  As of the Closing Date, VNOW will own no real, personal or intangible property.

Section 2.9

Litigation and Proceedings.  There are no actions, suits or proceedings pending or, to the best of VNOW’s knowledge and belief, threatened by or against or affecting VNOW, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. VNOW does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality.

Section 2.10

Contracts.  On the Closing Date:

(a)

there are no contracts, agreements, franchises, license agreements, or other commitments to which VNOW is a party or by which it or any of its properties are bound.

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(b)

VNOW is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which  adversely affects, or in the future may (as far as VNOW can now foresee) adversely affect, the business, operations, properties, assets or conditions of VNOW; and

(c)

VNOW is not a party to any oral or written:  (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension, benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other similar contract; (vi) collective bargaining agreement; (vii) agreement with any present or former officer or director of VNOW; or (viii) contra ct, agreement, or other commitment involving payments by it of more than $1,000 in the aggregate.

Section 2.11

No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any indenture, mortgage, deed of trust or other  contract, agreement or instrument to which VNOW is a party or to which any of its properties or operations are subject.

Section 2.12

Contract Defaults.  To the best of VNOW’s knowledge and belief, VNOW is not in default in any respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of VNOW, and there is no event of default in any respect under any such contract, agreement, lease or other commitment in respect of which VNOW has not taken adequate steps to prevent such a default from occurring.

Section 2.13

Governmental Authorizations.  To the best of VNOW’s knowledge, VNOW has all licenses, franchises, permits and other governmental authorizations that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof.  Except for compliance with federal and state securities or corporation laws, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by VNOW of the transactions contemplated hereby.

Section 2.14

Compliance With Laws and Regulations.  To the best of VNOW’s knowledge and belief, VNOW has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, including compliance with all tax laws, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of VNOW or would not result in VNOW’s incurring any material liability.  Further, VNOW is, as of the date of this Agreement, a “reporting company” under Section 12 of the Securities Exchange Act of 1934 (the “Exchange

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Act”), and is current in filing all reports required to be filed pursuant to said Act.  VNOW has filed all tax returns required to be filed by it and does not have any tax liability to any governmental authority.

Section 2.15

Insurance.  VNOW has no insurable properties and no insurance policies will be in effect at the Closing Date, as hereinafter defined.

Section 2.16

Approval of Agreement The board of directors of VNOW have authorized the execution and delivery of this Agreement by VNOW and have approved the transactions contemplated hereby and the stockholders of VNOW will approve the transactions contemplated hereby prior to the Closing.

Section 2.17

Material Transactions or Affiliations.  As of the Closing Date, there will exist no contract, agreement or arrangement between VNOW and any person who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by VNOW to own beneficially, ten percent (10%) or more of the issued and outstanding common stock of VNOW and which is to be performed in whole or in part after the date hereof.  VNOW has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into any other material transactions with, any such affiliated person.

Section 2.18

Labor Relations.  VNOW has never had a work stoppage resulting from labor problems.  VNOW has no employees other than its officers and directors.

Section 2.19

Previous Sales of Securities.  Since inception, VNOW has sold VNOW Common Shares to investors in reliance upon applicable exemptions from the registration requirements under the laws of the United States and any applicable states and all such sales were made in accordance with the laws of said jurisdictions.

Section 2.20

Principals of VNOW.  During the past five year period, no officer or director of VNOW has been the subject of

(a)

 a petition under the Federal bankruptcy laws or any other insolvency law nor has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(b)

a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations which do not relate to driving while intoxicated);

(c)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

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(i)

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of  any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)

Engaging in any type of business practice; or

(iii)

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws.

(d)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity;

(e)

a finding by a court of competent jurisdiction in a civil action or by the Commission to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; or

(f)

a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed suspended or vacated.

Section 2.21

SEC Filings. None of VNOW’s SEC filings contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at the time of such filings.

ARTICLE III

EXCHANGE PROCEDURE

Section 3.1

Issuance of VNOW Common Shares in Share Exchange.  In exchange for all of the NNCS interests, VNOW shall issue an aggregate of 19,000,000 “restricted” VNOW Common Shares to the NNCS members pro rata to their existing ownership in NNCS.  all previously issued and outstanding interests of NNCS shall be held by VNOW  In addition, VNOW shall issue to NNCS members 20,000,000 warrants with an exercise price of $.001 per share that shall be exercisable only if Keating Investments does not arrange for $3 million of equity financing on terms reasonably acceptable to NNCS by December 31, 2003.

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Section 3.2

Events Prior to Closing.  

(a) Upon execution hereof or as soon thereafter as practical, management of VNOW and NNCS shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

(b) As soon as practical VNOW shall take such corporate action as required to effect a reverse split of its common stock such that no more than 1,000,000 shares shall be outstanding at the Closing and to change its name to 99 Cent Stuff, Inc.

Section 3.3

Closing.  The closing of the transaction contemplated by this Agreement shall be as of the date in which (i) all required corporate proceedings have occurred; and (ii) all conditions to Closing referenced hereinabove, as well as in Articles V and VI below, have been satisfied or waived by the appropriate party and all documentation referenced herein is delivered to the respective party herein, unless a different date is mutually agreed to in writing by the parties hereto (the “Closing Date”).

Section 3.4

Termination.

(a)

This Agreement may be terminated by the board of directors of either VNOW or NNCS at any time prior to the Closing Date if:

(i)

there shall be any action or proceeding before any court or any governmental body which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; or

(ii)

any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions; or

(iii)

the conditions described in Articles V or VI, below, as applicable, have not been satisfied in full; or

(iv)

VNOW stockholder approval shall not have been received by August 15, 2003.

In the event of termination pursuant to this subparagraph (a) of this Section 3.5, no obligation, right, or liability shall arise hereunder and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated.

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(b)

This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors of VNOW if NNCS shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of NNCS contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days’ written notice thereof is given to NNCS.  If this Agreement is terminated pursuant to this subparagraph (b) of this Section 3.4, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder.

(c)

This Agreement may be terminated at any time prior to the Closing Date by action of the members of NNCS if VNOW shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of VNOW contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days’ written notice thereof is given to VNOW.  If this Agreement is terminated pursuant to this subparagraph (c) of Section 3.4, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder.

Section 3.5

Directors of VNOW.  Upon the Closing, the present members of VNOW’ s Board of Directors other than Kevin Keating shall tender their resignations and the following persons shall be appointed directors of VNOW in accordance with procedures set forth in the VNOW bylaws:  Raymond Zimmerman, Leonard Florence and Nathan R. Light.  Each director shall hold office until his successor shall have been duly elected and shall have qualified or until his or her earlier death, resignation or removal.

Section 3.6

Officers of VNOW.  Upon the Closing, the present officers of VNOW shall tender their resignations and simultaneous therewith, the following persons shall be elected as officers of VNOW in accordance with procedures set forth in the VNOW bylaws:

NAME	OFFICE
Raymond Zimmerman	President
Barry Bilmes	Secretary and Treasurer

ARTICLE IV

SPECIAL COVENANTS

Section 4.1

Stockholder Matters. As soon as practicable after the date hereof, but in no event after July 31, 2003, VNOW shall obtain the written consent of a majority of its stockholders and prepare and mail an information statement to stockholders or cause a special meeting of its stockholders to be held to consider and vote upon the transactions contemplated by

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this agreement, including but not limited to the Merger, the change of VNOW’s name to 99 Cent Stuff, Inc., changing the jurisdiction of incorporation to Florida and adoption of a stock option plan (collectively, the Stockholder Matters"). VNOW shall promptly take such actions as may be necessary to effect the foregoing.

Section 4.2

Access to Properties and Records.  VNOW and NNCS will each afford to the officers and authorized representatives of the other full access to the properties, books and records of VNOW and NNCS, as the case may be, in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other and each will furnish the other with such additional financial and operating data and other information as to the business and properties of VNOW and NNCS, as the case may be, as the other shall from time to time reasonably request.

Section 4.3

Information for VNOW Public Reports.  NNCS will furnish VNOW with all information concerning NNCS and the NNCS members, including all financial statements, required for inclusion in any registration statement or public report intended to be filed by VNOW pursuant to the Securities Act of 1933, the Exchange Act, or any other applicable federal or state law.  NNCS covenants that all information so furnished, including the financial statements described in Section 1.4, shall be true and correct in all material respects without omission of any material fact required to make the information stated not misleading.

Section 4.4

Third Party Consents.  VNOW and NNCS agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 4.5

Actions Prior to Closing.

(a)

From and after the date of this Agreement until the Closing Date and except as set forth in the VNOW or NNCS Schedules or as permitted or contemplated by this Agreement, the parties hereto will each use its best efforts to:

(i)

carry on its business in substantially the same manner as it has heretofore;

(ii)

maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

(iii)

maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

(iv)

perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;

(v)

maintain and preserve its business organization intact, retain its key employees and maintain its relationship with its material suppliers and customers; and

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(vi)

fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities.

(b)

From and after the date of this Agreement until the Closing Date, neither VNOW nor NNCS will, without the prior consent of the other party:

(i)

except as otherwise specifically set forth herein, make any change in their respective charter documents;

(ii)

declare or pay any dividend on its outstanding shares of capital stock, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;

(iii)

enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers;

(iv)

grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any shares of its capital stock; or

(v)

purchase or redeem any shares of its capital stock, except as disclosed herein.

Section 4.6

Indemnification.

(a)

NNCS hereby agrees to indemnify VNOW and each of the officers, agents and directors of VNOW as of the date of execution of this Agreement against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy by NNCS appearing in or misrepresentation made in this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement for a period of 12 months.

(b)

VNOW and its officers and directors hereby agree to indemnify NNCS and each of the officers, agents, current members of NNCS as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement and particularly the representation regarding no liabilities referred to in Section 2.4(b).  The indemnification provided for in this Section shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement for a period of 12 months.

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ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS OF VNOW

The obligations of VNOW under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 5.1

Accuracy of Representations.  The representations and warranties made by NNCS in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at the Closing Date (except for changes therein permitted by this Agreement), and NNCS shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by NNCS prior to or at the Closing.  VNOW shall be furnished with a certificate, signed by a duly authorized officer of NNCS and dated the Closing Date, to the foregoing effect.

Section 5.2

Member Approval The members of NNCS shall have approved this Agreement and the transactions contemplated thereby.

Section 5.3

Officer’s Certificate.  VNOW shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of NNCS to the effect that:  (a) the representations and warranties of NNCS set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Closing Date; (b) NNCS has performed all covenants, satisfied all conditions, and complied with all other terms and provisions of this Agreement to be performed, satisfied or complied with by it as of the Closing Date; (c) since the date of NNCS’ s audited Balance Sheet of December 31, 2002, there has not been any materially adverse change in the business, prospects, properties o r financial condition of NNCS; (d) since such date and other than as previously disclosed to VNOW, NNCS has not entered into any material transaction other than transactions which are usual and in the ordinary course of its business; and (e) no litigation, proceeding, investigation or inquiry is pending or, to the best knowledge of NNCS, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the NNCS Schedules, by or against NNCS which might result in any material adverse change in any of the assets, properties, business or operations of NNCS.

Section 5.4

No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of NNCS.

Section 5.5

Other Items.  VNOW shall have received such further documents, certificates or instruments relating to the transactions contemplated hereby as VNOW may reasonably request.

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ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF NNCS

The obligations of NNCS under this Agreement are subject to the satisfaction, at or before the Closing Date (unless otherwise indicated herein), of the following conditions:

Section 6.1

Accuracy of Representations.  The representations and warranties made by VNOW in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and VNOW shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by VNOW prior to or at the Closing.  NNCS shall have been furnished with a certificate, signed by a duly authorized executive officer of VNOW and dated the Closing Date, to the foregoing effect.

Section 6.2

Officer’s Certificate.  NNCS shall be furnished with a certificate dated the Closing Date and signed by a duly authorized officer of VNOW to the effect that:  (a) the representations and warranties of VNOW set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Closing Date; (b) VNOW has performed all covenants, satisfied all conditions, and complied with all other terms and provisions of the Agreement to be performed, satisfied or complied with by it as of the Closing Date; (c) since the date of VNOW’ s audited Balance Sheet of December 31, 2002, there has not been any materially adverse change in the business, prospects, properties or financ ial condition of VNOW; (d) since such date, VNOW has not entered into any material transaction other than transactions which are usual and in the ordinary course of its business; and (e) no litigation, proceeding, investigation or inquiry is pending or, to the best knowledge of VNOW, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the VNOW Schedules, by or against VNOW which might result in any material adverse change in any of the assets, properties, business or operations of VNOW.

Section 6.3

No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of VNOW.

Section 6.4

Stockholder Actions.  VNOW shall have completed all of the Stockholder Matters in accordance with the Exchange Act and the Delaware General Corporation Law.

Section 6.5

Compliance with Reporting Requirements.  As of the Closing Date, VNOW shall be current in and in compliance with all requirements of all filings required to be tendered to the Securities and Exchange Commission pursuant to the Exchange Act.

Section 6.6

Other Items.  NNCS shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as NNCS may reasonably request.

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ARTICLE VII

MISCELLANEOUS

Section 7.1

Brokers and Finders.  Except for Keating Investments, Inc. and VFinance Investments, Inc., each party hereto hereby represents and warrants that it is under no obligation, express or implied, to pay certain finders in connection with the bringing of the parties together in the negotiation, execution, or consummation of this Agreement.  The parties each agree to indemnify the other against any claim by any third person not listed above for any commission, brokerage or finder’s fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

Section 7.2

Law, Forum and Jurisdiction.  This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida.

Section 7.3

Notices.  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

If to VNOW:	Kevin Keating 383 Inverness Parkway Suite 100 Englewood, Colorado 80112
With a copy to:	William B. Barnett, Esq. 15233 Ventura Boulevard Suite 410 Sherman Oaks, CA 91403 Fax: (818)
If to NNCS:	Raymond Zimmerman Barry Bilmes 99 Cent Stuff, LLC 1801 Clint Moore Road Boca Raton, FL  33487 Fax: (561) 999-9817
With a copy to:	Michael D. Karsch, Esq. Sachs Sax Klein 301 Yamato Road Suite 4150 Boca Raton, Florida 33431 Fax: (561) 994-4985

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or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or telegraphed.

Section 7.4

Attorneys’ Fees.  In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 7.5

Confidentiality.  Each party hereto agrees with the other parties that, unless and until the reorganization contemplated by this Agreement has been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except:  (i) to the extent such data is a matter of public knowledge or is required by law to be published; and (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.

Section 7.6

Entire Agreement This Agreement represents the entire agreement between the parties relating to the subject matter hereof.  This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof.  There are no other courses of dealing, understandings, agreements, representations or warranties, written or oral, except as set forth herein.  This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.

Section 7.7

Survival; Termination.  Except as otherwise provided herein, the representations, warranties and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated.

Section 7.8

Counterparts Facsimile Execution.  For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by fax machine is to be treated as an original document.  The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.  At the request of any party, a fax or telecopy document is to be re-executed in original form by the parties who executed the facsimile or telecopy document.  

Section 7.9

Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the

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terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 7.10

Incorporation of Recitals.  All of the recitals hereof are incorporated by this reference and are made a part hereof as though set forth at length herein.

Section 7.11

Expenses.  Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation therefor.

Section 7.12

Headings; Context.  The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.

Section 7.13

Benefit.  This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder.  This Agreement shall not be assigned by any party without the prior written consent of the other party.

Section 7.14

Public Announcements.  Except as may be required by law, neither party shall make any public announcement or filing with respect to the transactions provided for herein without the prior consent of the other party hereto.

Section 7.15

Severability.  In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto.

Section 7.16

Failure of Conditions; Termination.  In the event any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement without liability to any other party.  The election to proceed shall not affect the right of such electing party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

Section 7.17

Execution Knowing and Voluntary.  In executing this Agreement, the parties severally acknowledge and represent that each:  (a) has fully and carefully read and considered this Agreement; (b) has been or has had the opportunity to be fully apprised by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof; and (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, and entered into as of the date first above written.

IVIDEONOW, INC.


By: __/s/ Kevin Keating Kevin Keating Its:  Chief Executive Officer 99 CENT STUFF, LLC.


By: __/s/ Raymond Zimmerman Raymond Zimmerman, Its: Managing Member

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EX-3.4

ARTICLES OF INCORPORATION

OF

99 CENT STUFF, INC.

I, the undersigned, being of legal age and a natural person, do hereby subscribe to, acknowledge and file the following Articles of Incorporation for the purpose of creating a corporation under the laws of the State of Florida.

ARTICLE I: NAME OF CORPORATION

The name and address of the initial principal office of the Corporation is:

99 Cent Stuff, Inc.

1801 Clint Moore Road

Boca Raton, Florida 33487

ARTICLE II: REGISTERED AGENT

The initial registered office of this Corporation shall be Sachs Sax Klein, 301 Yamato Road, Suite 4150, Boca Raton, FL 33431with the privilege of having its offices and branch offices at other places within or without the State of Florida.  The initial registered agent at that address shall be Michael Karsch.

ARTICLE III: PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Florida Business Corporation Act ("FBCA") of the State of Florida.

ARTICLE IV: DESIGNATION OF SHARES

1. The aggregate number of shares which the Corporation shall have authority to issue is two hundred twenty million (220,000,000) shares, comprised of two hundred million (200,000,000) common shares, having a par value of $0.001 per share, and twenty million (20,000,000) preferred shares, having par value of $0.01 per share.

2. Preferred Stock. The Preferred Stock may be issued in one or more series. The Board of Directors of the Corporation (the "Board") is hereby authorized to issue the shares of Preferred Stock in such series and to fix from time to time before issuance the number of shares to be included in any such series and the designation, relative powers, preferences, rights, qualifications, limitations or restrictions of all shares of such series. The authority of the Board with respect to each such series will include, without limiting the generality of the foregoing, the determination of any or all of the following:

(a)

the number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series;

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(b)

the voting powers, if any, and whether such voting powers are full or limited in such series;

(c)

the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid;

(d)

whether dividends, if any, will be cumulative or noncumulative, the dividend rate of such series and the dates and preferences of dividends on such series;

(e)

the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

(f)

the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, or any other security, of the Corporation or any other corporation or other entity and the price or prices or the rates of exchange applicable thereto;

(g)

the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation or other entity;

(h)

the provisions, if any, of a sinking fund applicable to such series; and

(i)

any other relative, participating, optional or other special powers, preferences, rights, qualifications, limitations or restrictions thereof;

all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such Preferred Stock (collectively, a "Preferred Stock Designation").

3. Common Stock. The holders of Common Stock will be entitled to one vote on each matter submitted to a vote at a meeting of shareholders for each share of Common Stock held of record by such holder as of the record date for such meeting.

ARTICLE V: MEETINGS

Subject to the rights of the holders of any series of Preferred Stock, special meetings of shareholders of the Corporation may be called only (i) by the Chairman of the Board or Chief Executive Officer, (ii) within 10 calendar days after receipt of the written request of a majority of the total number of Directors that the Corporation would have if there were no vacancies, by the Secretary of the Corporation, or (iii) by holders of not less than one-third of our outstanding voting stock..

At any annual meeting or special meeting of shareholders of the Corporation, only such business will be conducted or considered as has been brought before such meeting in the manner provided in the Bylaws of the Corporation. Notwithstanding anything contained in these Articles of

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Incorporation to the contrary, the affirmative vote of the holders of at least 66 2/3% of the Voting Stock, voting together as a single class, will be required to amend or repeal, or adopt any provision inconsistent with, this Article V.

ARTICLE VI: MANAGEMENT OF CORPORATION

1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the rights of any holders of any class or series of capital stock as specified in the resolution adopted by the Board of Directors or a duly authorized committee thereof providing for such class or series of capital stock, the Board of Directors shall consist of not less than three nor more than 12 directors, the exact number of directors to be determined from time to time solely by the Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class of directors shall consist, as nearly as may be possible, of one-third of the total number of directors. The initial Class I director shall be Nathan Light; the initial Class II directors shall be Leonard Florence and Kevin Keating; and the initial Class III director shall be Raymond Zimmerman. The initial term of the Class I directors shall expire upon the election and qualification of their successors at the 2004 annual meeting of shareholders; the initial term of the Class II directors shall expire upon the election and qualification of their successors at the 2005 annual meeting of shareholders; and the initial term of the Class III directors shall expire upon the election and qualification of their successors at the 2006 annual meeting of shareholders. At each annual meeting of shareholders beginning with the 2004 annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term and shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be duly elected and shall qualify, subject, however, to prior death or resignation of such director.

2. Subject to the rights of the holders of any class or series of capital stock as specified in the resolution adopted by the Board of Directors or a duly authorized committee thereof providing for such class or series of capital stock, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors, including those created through the death or resignation of an incumbent director, shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Increases or decreases in the number of directors shall be apportioned among the Classes so as to maintain the number of directors in each Class as nearly equal as possible, and any additional director of any Class elected to fill a vacan cy resulting from an increase in such Class shall hold office for a term that shall coincide with the remaining term of that Class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

3. The election of directors need not be by written ballot unless the By-Laws shall so provide.

4. Notwithstanding the foregoing, whenever the holders of any class or series of capital stock shall have the right, voting separately as a class or series, to elect directors, the notice of nominations, election, removal, term of office, filling of vacancies and other features of such

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directorships shall be governed by the terms specified in the resolution providing for such class or series of capital stock, and such directors so elected shall not be divided into classes pursuant to Article VI, Section 1, unless expressly provided by such terms.

ARTICLE VII: INDEMNIFICATION AND LIABILITY OF DIRECTORS

The directors of the Corporation shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the FBCA as from time to time in effect.

1. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 607.0834 of the FBCA, or (iv) for any transaction from which the director derived an improper personal benefit. If the FBCA is hereinafter amended to permit a corporation to further eliminate or limit the liability of a director of a corporation, then the liability of a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall be fur ther eliminated or limited to the fullest extent permitted by the FBCA as so amended. Any amendment, repeal, or modification of this Article VII shall not adversely affect any right or protection of a director of the Corporation for any act or omission occurring prior to the date when such amendment, repeal or modification became effective.

2. The Corporation shall indemnify each director and officer of the Corporation to the fullest extent permitted by applicable law, except as may be otherwise provided in the Bylaws, and in furtherance hereof the Board is expressly authorized to amend the Bylaws from time to time to give full effect hereto, notwithstanding possible self interest of the directors in the action being taken. Neither the modification or repeal of this Section 2 or any amendment to the FBCA that does not have retroactive application shall limit the right of directors and officers to indemnification hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal.

3. Right to Advancement of Expenses. The right to indemnification conferred in this Article VII shall include the right to be paid by the Corporation the expenses (including, without limitation, attorneys' fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, if the FBCA so requires, an Advancement of Expenses incurred by an Officer or Director in his or her capacity as a Director or Officer of the Corporation (and not in any other capacity in which service was or is rendered by such Officer or Director) shall be made only upon delivery to the Corporation of an undertaking (an "Undertaking"), by or on behalf of such Officer or Director, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a "Final Adjudication") that such Officer or Director is not entitled to be indemnified for such expenses under this Section 3 or otherwise. The rights to indemnification and to the Advancement of Expenses conferred in this Article VII shall be

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contract rights, and such rights shall continue as to an Officer or Director who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Officer’s or Director’s heirs, executors and administrators.

ARTICLE VIII: AMENDMENT OR REPEAL OF ARTICLES

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute and by these Articles of Incorporation, and all rights conferred upon shareholders herein are granted subject to this reservation.

ARTICLE IX: AMENDMENT OR REPEAL OF BYLAWS

The Bylaws may only be altered, amended or repealed by the Board of Directors or the affirmative vote of the holders of at least 66 2/3% of our outstanding shares of Capital Stock.

ARTICLE X: AMENDMENT OF ARTICLES OF INCORPORATION

These Articles of Incorporation may only be altered or amended by the Board of Directors or the affirmative vote of the holders of at least 66 2/3% of our outstanding shares of Capital Stock.

ARTICLE XI: INCORPORATOR

The name and address of the incorporator is:  Raymond Zimmerman 99 Cent Stuff, Inc., 1801 Clint Moore Road, Suite 4150, Boca Raton, FL 33487.

IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a Corporation to do business both within and without the State of Florida, under the laws of Florida, make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true, and hereunto set my hand and seal this 2nd day of September, 2003.

/s/ Raymond Zimmerman

Raymond Zimmerman

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CERTIFICATE DESIGNATING REGISTERED AGENT

In compliance with the laws of the State of Florida, the following is submitted:

First -- That 99 Cent Stuff Inc., desiring to organize under the laws of the State of Florida, has named Michael Karsch as its statutory registered agent.

Having been named the statutory agent of the above Corporation at the place designated in this Certificate, I hereby accept the same and agree to act in this capacity, and agree to comply with the provisions of Florida law relative to keeping the registered office open.

Dated this 2nd day of September, 2003.

/s/ Michael Karsch

Michael Karsch

Registered Agent

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EX-4.2

EXHIBIT 4.2

99 CENT STUFF, INC.

AND

KEATING INVESTMENTS, INC.

FORM OF

UNDERWRITER'S OPTION AGREEMENT FOR UNITS

Dated as of ______________, 2003

UNDERWRITER'S OPTION AGREEMENT FOR UNITS

UNDERWRITER'S OPTION AGREEMENT FOR UNITS dated as of ____________, 2003, among 99 CENT STUFF, INC., a Florida corporation (the "Company") and KEATING INVESTMENTS, LLC, the underwriter, a _______ limited liability company (hereinafter referred to variously as the "Holder" or the "Underwriter").

W I T N E S S E T H

WHEREAS, the Underwriter has agreed pursuant to the underwriting agreement (the "Underwriting Agreement") dated as of the date hereof between the Underwriter and the Company, to underwrite, on a best efforts basis, the Company's proposed public offering ("Public Offering") of up to 1,000,000 units ("Units") at a public offering price of $[5.00] per Unit, each Unit consisting of one (1) share of the Company's common stock par value $0.01 per share ("Common Stock") and one (1) Redeemable Common Stock Purchase Warrant ("Warrant");

WHEREAS, the Company proposes to issue to the Underwriter warrants ("Underwriter's Unit Option Warrant") to purchase up to an aggregate of [00,000 Units (the UW Units") of the Company at a purchase price of $.001 per Unit Option Warrant, (exercisable at [120]% of the public offering price of the Units);

WHEREAS, the UW Units shall be substantially the same as the Public Units and shall entitle the Underwriter to purchase (i) one share of Common Stock ("Unit Share") and (ii) one Class A Warrant ("Unit Warrants");

WHEREAS, the Underwriter's Unit Option Warrant to be issued pursuant to this Agreement will be issued on the Closing Date (as such term is defined in the Underwriting Agreement) by the Company to the Underwriter in consideration for, and as part of the compensation in connection with the Public Offering;

NOW, THEREFORE, in consideration of the premises, the payment by the Underwriter to the Company of an aggregate of One Hundred Dollars ($100.00), the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.

Grant.

The Holder is hereby granted the right to purchase, at any time from ____________, 200_ (one year from the Effective Date] until 5:30 P.M., Florida time, on _____________, 2005, up to an aggregate of UW Units at an initial exercise price (subject to adjustment as provided in Section 8 hereof) of 120% of the Public Offering Price (the "Exercise Price").

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2.

Underwriter's Unit Option Warrant Certificates.

The Underwriter's warrant certificates (the "Underwriter's Unit Option Warrant Certificates") delivered and to be delivered pursuant to this Agreement shall be in the form set forth in Exhibit A, attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement.

3.

Exercise of Underwriter's Unit Option Warrants.

The Underwriter's Unit Option Warrants initially are exercisable at an aggregate initial exercise price (subject to adjustment as provided in Section 8 hereof) per Unit, as set forth in Section 6 hereof payable by certified or official bank check in New York Clearing House funds, subject to adjustment as provided in Section 8 hereof. Upon surrender at the Company's principal offices in Boca Raton, Florida (presently located at 1801 Clint Moore Road, Boca Raton, Florida 33487), of an Underwriter's Unit Option Warrant with the annexed Form of Election to Purchase duly executed, together with payment of the Purchase Price (as hereinafter defined) for the UW Units purchased, the registered holder of an Underwriter's Unit Option Warrant ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the UW Units so purchased. The purchase rights represented by  each Underwriter's Unit Option Warrant are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of Common Stock underlying the Underwriter's UW Units). In the case of the purchase of less than all the UW Units purchasable under any Underwriter's Unit Option Warrant, the Company shall cancel the Underwriter's Unit Option Warrant upon the surrender thereof and shall execute and deliver a new Underwriter's Unit Option Warrant of like tenor for the balance of the UW Units purchasable thereunder.

4.

Issuance of Certificates.

Upon the exercise of the Underwriter's Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit Shares or other securities, properties or rights underlying such Underwriter's Unit Option Warrant, shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be  payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Underwriter and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

The Underwriter's Unit Option Warrants and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrant shall be executed on behalf of the Company by the manual or facsimile signature of the Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Underwriter's Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrants shall be identical in form to those issued in connec tion with the Public Offering.

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5.

Restriction On Transfer of Underwriter's Unit Option Warrant.

The Holder of a Underwriter's Unit Option Warrant, by its acceptance thereof, covenants and agrees that the Underwriter's Unit Option Warrant are being acquired as an investment and not with a view to the distribution thereof; and that the Underwriter's Unit Option Warrant may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to officers of partners of the Underwriter or members of the Selling Group.

6.

Exercise Price.

Section 6.1

Initial and Adjusted Exercise Price. Except as otherwise provided in Section 8 hereof, the initial exercise price of each Underwriter's Warrant shall be $__________, 120% of Unit Offering Price per Unit. The exercise price shall be adjusted from time to time in accordance with the provisions of Section 8 hereof.

Section 6.2

Exercise Price. The term "Exercise Price" herein shall mean the initial exercise prices or the adjusted exercise price, depending upon the context of the Underwriter's Unit Option Warrant.

7.

Registration Rights.

Section 7.1

Demand Registration Under the Securities Act of 1933.  At any time commencing after ______________, 2004 [one (1) year from the Effective Date] through and including _____________, 2006 (three (3) years from the Effective Date), the Holders of the Underwriter's Unit Option Warrant, Unit Warrants and Unit Shares, representing a "Majority" of the shares of Common Stock issuable upon the exercise of the Underwriter's UW Units (assuming the exercise of all of the Underwriter's Unit Option Warrant) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Unit Warrants and Unit Shares during a period equal to the longer of: (i) nine (9) months or (ii) the unexpired term of the Unit Warrants by such Holders and any other Holders of the Underwriter's Unit Option Warrant, UW Units and the Units who shall notify the Company within ten (10) days after receiving notice from the Company of such request.

Section 7.2

Piggyback Registration. If, at any time commencing after __________, 2002, through and including ____________ , 2006 (three (3) years from the Effective Date), the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-8 or similar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Underwriter's Unit Option Warrant, UW Units, Unit Warrants or Unit Shares underlying the Underwriter's UW Units, of its intention to do so. If any of the Underwriters or other Holders of the Underwriter's Unit Option Warrant, Unit Warrants or Unit Shares underlying the Underwriter's Unit Option Warrant, notify the Company within twenty (20) days after rece ipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Underwriter's Unit Option Warrant, UW Units and/or Units underlying the Underwriter's Unit Option Warrant, the opportunity to have any of such securities registered under such registration statement.

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Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the Effective Date thereof.

(b)

The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Underwriter's Unit Option Warrant, UW Units Unit Shares and Unit Warrants within ten (10) days from the date of the receipt of any such registration request.

Section 7.4

Covenants of the Company With Respect to Registration. In connection with any registration under Section 7.2 or 7.3 hereof, the Company covenants and agrees as follows:

(a)

The Company shall use its best efforts to file a registration statement within forty-five (45) days of receipt of any demand therefor in accordance with Section 7.1, shall use its best efforts to have any registration statement declared effective at the earliest possible time, and shall furnish each Holder desiring to sell the Units underlying the Underwriter's Unit Option Warrant and UW Units such number of prospectuses as shall reasonably be requested. Notwithstanding the foregoing sentence, the Company shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 7.4(a) if (i) the Company is under contract or other binding legal obligation for a material acquisition, reorganization or divestiture, or (ii) the Company is publicly committed to a self-tender or exchang e offer and the filing of a registration statement would cause a violation of Rule 10b-6 under the Securities Exchange Act of 1934. In the event of such postponement, the Company shall be required to file the registration statement pursuant to this Section 7.4(a) upon the earlier of (i) the consummation or termination, as applicable, of the event requiring such postponement or (ii) 90 days after the receipt of the initial demand for such registration.

(b)

The Company shall pay all costs (excluding fees and expenses of Holder(s) counsel and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, and blue sky fees and expenses. The Holder(s) will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(c). If the Company shall fail to comply with the provisions of Section 7.4(a), the Company shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all incidental, special and consequential damages and damages due to loss of profit sustained by the Holder(s) requesting registration of their Underwriter's Unit Option Wa rrant, UW Units Unit Shares and Unit Warrants underlying the Underwriter's Unit Option Warrant.

(c)

The Company will take all necessary action which may be required in qualifying or registering the Underwriter's Unit Option Warrant, UW Units, Unit Shares and Unit Warrants and underlying the Underwriter's Unit Option Warrant included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.

(d)

The Company shall indemnify the Holder(s) of the Underwriter's Unit Option Warrant, UW Units Unit Shares and Unit Warrants to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim,

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damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriter contained in Section 7 of the Underwriting Agreement.

(e)

The Holder(s) of the Underwriter's Unit Option Warrant, UW Units Unit Shares and Unit Warrants underlying the Underwriter's Unit Option Warrant to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same exte nt and with the same effect as the provisions contained in Section 7 of the Underwriting Agreement pursuant to which the Underwriter has agreed to indemnify the Company.

(f)

Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Underwriter's Unit Option Warrant or the UW Units prior to the initial filing of any registration statement or the effectiveness thereof.

(g)

If the Underwriters' Warrants, UW Units Unit Shares and Unit Warrants underlying the UW Units are to be sold in an underwritten public offering, the Company shall use its best efforts to furnish to each Holder participating in the offering and to each such underwriter, a signed counterpart, addressed to such underwriter, of (i) an opinion of counsel to the Company dated the date of the closing under the underwriting agreement, and (ii) a "cold comfort" letter dated the date of the closing under the underwriting agreement signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' lett er, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities.

(h)

The Company shall as soon as practicable after the Effective Date of the registration statement, and in any event within 15 months thereafter, have made "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the Effective Date of the registration statement.

(i)

The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below, and the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request.

5

(j)

The Company shall enter into an underwriting agreement with the managing underwriter(s) selected for such underwriting, if any, by Holders holding a Majority of the Underwriter's Unit Option Warrant, UW Units Unit Shares and Unit Warrants underlying the Underwriter's Unit Option Warrant requested to be included in such underwriting. Such underwriting agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter(s).

The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Underwriter's Unit Option Warrant, UW Units and the Units underlying the Underwriter's Unit Option Warrant and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriter(s) shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriter(s) except as they may relate to such Holders, their intended methods of distribution, and except for matters related to disclosures with respect to such Holders, contained or required to be contained, in such registration statement under the Act and the rules and regulations thereunder.

(k)

For purposes of this Agreement, the term "Majority" in reference to the Holders of Underwriter's Unit Option Warrant, UW Units Unit Shares and Unit Warrants, shall mean in excess of fifty percent (50%) of the then outstanding Units, assuming the full exercise of all Underwriter's Unit Option Warrant and UW Units that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their families, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to Rule 144 under the Act or a registration statement filed with the Commission under the Act.

8.

Adjustments to Exercise Price and Number of Securities.  

The Exercise Price and number of securities issuable with respect to the Unit Warrants shall be adjusted on the same terms and conditions, and at the same time, as any adjustments in the Exercise Price and number of shares issuable with respect to the Public Warrants required by the terms of the Public Warrants.

9.

Exchange and Replacement of Underwriter's Unit Option Warrants.

Each Underwriter's Unit Option Warrant is exchangeable without expense, upon the surrender thereof by the registered Holder at the principal executive office of the Company, for a new Underwriter's Unit Option Warrant of like tenor and date representing in the aggregate the right to purchase the same number of Units as provided in the original Underwriter's Unit Option Warrant in such denominations as shall be designated by the Holder thereof at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Underwriter's Unit Option Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Underwriter's Unit Option Warrant, if mutilated, the Company will make and deliver a new Underwriter's Unit Option Warrant of like tenor, in lieu thereof.

6

10.

Elimination of Fractional Interests.

The Company shall not be required to issue certificates representing fractions of shares of Common Stock upon the exercise of the Underwriter's Unit Option Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights.

11.

Reservation and Listing of Securities.

The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of the Underwriter's Unit Option Warrant and the UW Units, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Underwriter's Unit Option Warrant and/or the UW Units and payment of the Exercise Price therefor, all UW Units and/or Unit Shares or Unit Warrants and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder. As long as the Underwriter's Unit Option Warrant and/or UW Units shall be outstanding, the Company shall use its best efforts to cause all Uni t Shares and Unit Warrants issuable upon the exercise of the Underwriter's Unit Option Warrant and UW Units to be listed (subject to official notice of issuance) on all securities exchanges on which the Common Stock issued to the public in connection herewith may then be listed and/or quoted on NASDAQ.

12.

Notices to Underwriter's Warrant Holders.

Nothing contained in this Agreement shall be construed as conferring upon the Holders the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Underwriter's Unit Option Warrant or UW Units and their exercise, any of the following events shall occur:

(a)

the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

(b)

the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or

(c)

a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property assets and business as an entirety shall be proposed; then, in any one or more of such events the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the

7

validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

13.

Notices

All notices requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested:

(a)

If to the registered Holder of the Underwriter's Unit Option Warrant, to the address of such Holder as shown on the books of the Company; or

(b)

If to the Company, to the address set forth in Section 3 hereof or to such other address as the Company may designate by notice to the Holders.

14.

Supplements and Amendments.

The Company and the Underwriter may from time to time supplement or amend this Agreement without the approval of any holders of Underwriter's Unit Option Warrants (other than the Underwriter) in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any provisions herein or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Underwriter may deem necessary or desirable and which the Company and the Underwriter deem shall not adversely affect the interests of the Holders of Underwriter's Unit Option Warrants.

15.

Successors.

All the covenants and provisions of this Agreement shall be binding upon and inure to the benefit of the Company, the Holders and their respective successors and assigns hereunder.

16.

Termination.

This Agreement shall terminate at the close of business on _____________, 2006. Notwithstanding the foregoing, the indemnification provisions of Section 7 shall survive such termination until the close of business on ______________, 2010.

17.

Governing Law: Submission to Jurisdiction.

(a)

This Agreement and each Underwriter's Unit Option Warrant issued hereunder shall be deemed to be a contract made under the laws of Florida and for all purposes shall be construed in accordance with the laws of such State without giving effect to the rules of said State governing the conflicts of laws.

(b)

The Company, the Underwriter and the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Southern District of Florida, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Underwriter and the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or

8

inconvenient forum. Any such process or summons to be served upon any of the Company, the Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Underwriter and the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

18.

Entire Agreement: Modification.

This Agreement (including the Underwriting Agreement to the extent portions thereof are referred to herein) contains the entire understanding between the parties hereto with respect to the subject matter hereof and, except as provided in Section 14 hereof, may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought.

19.

Severability.

If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

20.

Captions.

The caption headings of the Sections of this Agreement are for convenience of reference only and are not intended, nor should they be construed as, a part of this Agreement and shall be given no substantive effect.

21.

Benefits or this Agreement.

Nothing in this Agreement shall be construed to give to any person or corporation other than the Company and the Underwriter and any other registered Holder(s) of the Underwriter's Unit Option Warrants or Shares underlying the Underwriter's Unit Option Warrant any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive benefit of the Company and the Underwriter and any other Holder(s) of the Underwriter's Unit Option Warrants or Units.

22.

Counterparts.

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

9

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

99 CENT STUFF, INC.

By:

________________________________

Name:

________________________________

Title:

________________________________

KEATING INVESTMENTS, LLC

By:

________________________________

Name:

________________________________

Title:

________________________________

10

EXHIBIT A

[FORM OF UNDERWRITER'S UNIT OPTION WARRANT CERTIFICATE]

THE UNDERWRITER'S UNIT OPTION WARRANT REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE UNDERWRITER'S UNIT OPTION WARRANT REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE UNDERWRITER'S WARRANT AGREEMENT FOR UNITS REFERRED TO HEREIN.

EXERCISABLE ON OR BEFORE

5:30 P.M., FLORIDA TIME, ______________, 2006

No. W-

_____________ Underwriter's Unit Option Warrant

Underwriter's Unit Option Warrant

This Underwriter's Unit Option Warrant certifies that KEATING INVESTMENTS, LLC, or registered assigns, is the registered holder of 100,000 Underwriter's Unit Option Warrants to purchase initially, at any time from , 2003 until 5:30 p.m. Florida time on _______________, 2006 ("Expiration Date"), up to 100,000 Class UW Units (the "Warrants") of 99 Cent Stuff, Inc.,. a Florida corporation (the "Company"), at an initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $___________, 120% of the public offering price of the Units upon surrender of this Underwriter's Unit Option Warrant and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Underwriter's Warrant Agreement for Units dated as of _______________, 2 003 between the Company and Keating Investments, LLC (the "Underwriter's Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company.

No Underwriter's Unit Option Warrant may be exercised after 5:30 p.m., Florida time, on the Expiration Date, at which time all Underwriter's Unit Option Warrant evidenced hereby, unless exercised prior thereto, shall thereafter be void.

The Underwriter's Unit Option Warrant evidenced by this Underwriter's Unit Option Warrant Certificate are part of a duly authorized issue of Units pursuant to the Underwriter's Warrant Agreement, which Underwriter's Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Underwriter's Unit Option Warrant.

The Underwriter's Warrant Agreement provides that upon the occurrence of certain events the exercise prices and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new

A-1

Underwriter's Unit Option Warrant Certificate evidencing the adjustment in the exercise price and the number and/or type of securities issuable upon the exercise of the Underwriter's Unit Option Warrant; provided, however, that the failure of the Company to issue such new Underwriter's Unit Option Warrants shall not in any way change, alter or otherwise impair, the rights of the holder as set forth in the Underwriter's Warrant Agreement.

Upon due presentment for registration of transfer of this Underwriter's Unit Option Warrant at an office or agency of the Company, a new Underwriter's Unit Option Warrant or Underwriter's Unit Option Warrants of like tenor and evidencing in the aggregate a like number of Underwriter's Unit Option Warrants shall be issued to the transferee(s) in exchange for this Underwriter's Unit Option Warrant, subject to the limitations provided herein and in the Underwriter's Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer.

Upon the exercise of less than all of the Underwriter's Unit Option Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Underwriter's Unit Option Warrant Certificate representing such number of unexercised Underwriter's Unit Option Warrants.

The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Underwriter's Unit Option Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary.

All terms used in this Underwriter's Unit Option Warrant which are defined in the Underwriter's Warrant Agreement shall have the meanings assigned to them in the Underwriter's Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Underwriter's Unit Option Warrant to be duly executed under its corporate seal.

Dated as of _________________________, 200__

99 CENT STUFF, INC.

By: _____________________________

Name:

Title:

A-2

[FORM OF ELECTION TO PURCHASE]

The undersigned hereby irrevocably elects to exercise the right, represented by this Underwriter's Unit Option Warrant, to purchase _____________ Class UW Units and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of 99 CENT STUFF, INC. in the amount of $_____________________, all in accordance with the terms hereof. The undersigned requests that a certificate for such securities be registered in the name of whose address is _________________________________ and that such ___________________ Certificate be delivered to ____________________________________ whose address is ______________________________________.

Dated:

Signature:

_______________________________

(Signature must conform in all respects to name

of holder as specified on the face of the

Underwriter's Unit Option Warrant.)

________________________________

Insert Social Security or Other Identifying

Number of Holder)

A-3

EX-10.1

99 CENT STUFF, INC.
2003 EQUITY INCENTIVE PLAN

1.

PURPOSE. The purpose of the 99 Cent Stuff, Inc. 2003 Equity Incentive Plan (the “Plan”) is to advance the interests of 99 Cent Stuff, Inc., a Florida corporation (the “Company”), by providing an additional incentive to attract, retain and motivate highly qualified and competent persons who are key to the Company, and upon whose efforts and judgment the success of the Company and its Subsidiaries is largely dependent, including key employees, consultants, independent contractors, Officers and Directors, by authorizing the grant of options to purchase Common Stock of the Company to persons who are eligible to participate hereunder, thereby encouraging stock ownership in the Company by such persons, all upon and subject to the terms and conditions of this Plan.

2.

DEFINITIONS. As used herein, the following terms shall have the meanings indicated:

(a)

“Board” shall mean the Board of Directors of the Company.

(b)

“Cause” shall mean any of the following:

(i)

 a determination by the Company that there has been a willful, reckless or grossly negligent failure by the Optionee to perform his or her duties as an employee of the Company;

(ii)

a determination by the Company that there has been a willful breach by the Optionee of any of the material terms or provisions of any employment agreement between such Optionee and the Company;

(iii)

any conduct by the Optionee that either results in his or her conviction of a felony under the laws of the United States of America or any state thereof, or of an equivalent crime under the laws of any other jurisdiction;

(iv)

a determination by the Company that the Optionee has committed an act or acts involving fraud, embezzlement, misappropriation, theft, breach of fiduciary duty or material dishonesty against the Company, its properties or personnel;

(v)

any act by the Optionee that the Company determines to be in willful or wanton disregard of the Company’s best interests, or which results, or is intended to result, directly or indirectly, in improper gain or personal enrichment of the Optionee at the expense of the Company;

(vi)

a determination by the Company that there has been a willful, reckless or grossly negligent failure by the Optionee to comply with any rules, regulations, policies or procedures of the Company, or that the Optionee has engaged in any act, behavior or conduct demonstrating a deliberate and material violation or disregard of standards of behavior that the Company has a right to expect of its employees; or

(vii)

if the Optionee, while employed by the Company and for two years thereafter, violates a confidentiality and/or noncompete agreement with the Company, or fails to

1

safeguard, divulges, communicates, uses to the detriment of the Company or for the benefit of any person or persons, or misuses in any way, any Confidential Information;

PROVIDED, HOWEVER, that, if the Optionee has entered into a written employment agreement with the Company which remains effective and which expressly provides for a termination of such Optionee’s employment for “cause”, the term “Cause” as used herein shall have the meaning as set forth in the Optionee’s employment agreement in lieu of the definition of “Cause” set forth in this Section 2(b).

(c)

“Change of Control” shall mean the acquisition by any person or group (as that term is defined in the Securities Exchange Act of 1934 (the “Exchange Act”)), and the rules promulgated pursuant to that act) in a single transaction or a series of transactions of 50% or more in voting power of the outstanding stock of the Company and a change of the composition of the Board of Directors so that, within two years after the acquisition took place, a majority of the members of the Board of Directors of the Company, or of any corporation with which the Company may be consolidated or merged, are persons who were not directors or officers of the Company or one of its Subsidiaries immediately prior to the acquisition, or to the first of a series of transactions which resulted in the acquisition of 50% or more in voting powe r of the outstanding stock of the Company.

(d)

“Code” shall mean the Internal Revenue Code of 1986, as amended.

(e)

“Committee” shall mean the stock option or compensation committee appointed by the Board or, if not appointed, the Board.

(f)

“Common Stock” shall mean the Company’s common stock par value $.01 per share.

(g)

“Confidential Information” shall mean any and all information pertaining to the Company’s financial condition, clients, customers, prospects, sources of prospects, customer lists, trademarks, trade names, service marks, service names, “know-how,” trade secrets, products, services, details of client or consulting contracts, management agreements, pricing policies, operational methods, site selection, results of operations, costs and methods of doing business, owners and ownership structure, marketing practices, marketing plans or strategies, product development techniques or plans, procurement and sales activities, promotion and pricing techniques, credit and financial data concerning customers and business acquisition plans, that is not generally available to the public.

(h)

“Director” shall mean a member of the Board.

(i)

“Employee” shall mean any person, including officers, directors, consultants and independent contractors who are either employed or engaged by the Company or any parent or Subsidiary of the Company within the meaning of Code Section 3401(c) or the regulations promulgated thereunder.

(j)

“Fair Market Value” of a Share on any date of reference shall be the Closing Price of a share of Common Stock on the business day  on or immediately preceding such date, unless the Committee in its sole discretion shall determine otherwise in a fair manner.  For this

2

purpose, the “Closing Price” of the Common Stock on any business day shall be (i) if the Common Stock is listed or admitted for trading on any United States national securities exchange (including The Nasdaq Stock Market), or if actual transactions are otherwise reported on a consolidated transaction reporting system, the last reported sale price of the Common Stock on such exchange or reporting system, as reported in any newspaper of general circulation, or (ii) if clause (i) is not applicable, the mean between the high bid and low asked quotations for the Common Stock as reported by the Pink Sheets if at least two securities dealers have inserted both bid and asked quotations for the Common Stock on at least five of the ten preceding days.  If the information set forth in clauses (i) through (ii) above is unavailab le or inapplicable to the Company (e.g., if the Company’s Common Stock is not then publicly traded or quoted), then the “Fair Market Value” of a Share shall be the fair market value (i.e., the price at which a willing seller would sell a Share to a willing buyer when neither is acting under compulsion and when both have reasonable knowledge of all relevant facts) of a share of the Common Stock on the business day immediately preceding such date as the Committee in its sole and absolute discretion shall determine in a fair and uniform manner.

(k)

“Family Member” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Employee’s household (other than a tenant or Employee), a trust in which these persons have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.

(l)

“Incentive Stock Option” shall mean an incentive stock option as defined in Section 422 of the Code.

(m)

“Non-Employee Directors” shall have the meaning set forth in Rule 16b-3(b)(3)(i) (17 C.F.R. §240.16(b)-3(b)(3)(i)) under the Securities Exchange Act of 1934, as amended.

(n)

“Non-Statutory Stock Option” or “Nonqualified Stock Option” shall mean an Option which is not an Incentive Stock Option.

(o)

“Officer” shall mean the Company’s chairman, president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Officers of Subsidiaries shall be deemed Officers of the Company if they perform such policy-making functions for the Company. As used in this paragraph, the phrase “policy-making function” does not include policy-making functions that are not significant. Unless specified otherwise in a resolution by the Board, an “executive officer” pursuant to Item 4 01(b) of Regulation S-K (17 C.F.R. §229.401(b)) shall be only such person designated as an “Officer” pursuant to the foregoing provisions of this paragraph.

(p)

“Option” (when capitalized) shall mean any stock option granted under this Plan.

3

(q)

“Optionee” shall mean a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under this Plan by reason of the death of such person.

(r)

“Plan” shall mean this 2002 Stock Option Plan of the Company, which Plan shall be effective upon approval by the Board, subject to approval, within 12 months of the date thereof by holders of a majority of the Company’s issued and outstanding Common Stock of the Company.

(s)

“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(t)

“Share” or “Shares” shall mean a share or shares, as the case may be, of the Common Stock, as adjusted in accordance with Section 10 of this Plan.

(u)

“Subsidiary” shall mean any corporation (other than the Company) in any unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 % or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

3.

SHARES AND OPTIONS. Subject to adjustment in accordance with Section 10 hereof, the Company may grant to Optionees from time to time Options to purchase an aggregate of up to 250,000 Shares from Shares held in the Company’s treasury or from authorized and unissued Shares. If any Option granted under this Plan shall terminate, expire, or be canceled, forfeited or surrendered as to any Shares, the Shares relating to such lapsed Option shall be available for issuance pursuant to new Options subsequently granted under this Plan. Upon the grant of any Option hereunder, the authorized and unissued Shares to which such Option relates shall be reserved for issuance to permit exercise under this Plan. Subject to the provisions of Section 14 hereof, an Option granted hereunder shall be either an Incentive Stock Option or a Non-Statutory S tock Option as determined by the Committee at the time of grant of such Option and shall clearly state whether it is an Incentive Stock Option or Non-Statutory Stock Option. All Incentive Stock Options shall be granted within ten years from the effective date of this Plan.

4.

LIMITATIONS. Options otherwise qualifying as Incentive Stock Options hereunder will not be treated as Incentive Stock Options to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares, with respect to which Options meeting the requirements of Code Section 422(b) are exercisable for the first time by any individual during any calendar year (under all stock option or similar plans of the Company and any Subsidiary), exceeds $100,000.

5.

CONDITIONS FOR GRANT OF OPTIONS.

(a)

Each Option shall be evidenced by an option agreement that may contain any term deemed necessary or desirable by the Committee, provided such terms are not inconsistent with this Plan or any applicable law. Optionees shall be those persons selected by the Committee from the class of all regular Employees of the Company or its Subsidiaries, including Employee Directors and Officers who are regular or former regular employees of the Company, as well as

4

consultants to the Company. Any person who files with the Committee, in a form satisfactory to the Committee, a written waiver of eligibility to receive any Option under this Plan shall not be eligible to receive any Option under this Plan for the duration of such waiver.

(b)

In granting Options, the Committee shall take into consideration the contribution the person has made, or is expected to make, to the success of the Company or its Subsidiaries and such other factors as the Committee shall determine. The Committee shall also have the authority to consult with and receive recommendations from Officers and other personnel of the Company and its Subsidiaries with regard to these matters. The Committee may from time to time in granting Options under this Plan prescribe such terms and conditions concerning such Options as it deems appropriate, including, without limitation, (i) the exercise price or prices of the Option or any installments thereof, (ii) prescribing the date or dates on which the Option becomes and/or remains exercisable, (iii) providing that the Option vests or becomes exercisable in ins tallments over a period of time, and/or upon the attainment of certain stated standards, specifications or goals, (iv) relating an Option to the continued employment of the Optionee for a specified period of time, (v) providing whether the Option shall fully vest upon a Change of Control or (vi) conditions or termination events with respect to the exercisability of any Option, provided that such terms and conditions are not more favorable to an Optionee than those expressly permitted herein.

(c)

The Options granted to employees under this Plan shall be in addition to regular salaries, pension, life insurance or other benefits related to their employment with the Company or its Subsidiaries. Neither this Plan nor any Option granted under this Plan shall confer upon any person any right to employment or continuance of employment (or related salary and benefits) by the Company or its Subsidiaries.

6.

EXERCISE PRICE. The exercise price per Share of any Option shall be any price determined by the Committee but shall not be less than the par value per Share; PROVIDED, HOWEVER, that in no event shall the exercise price per Share of any Incentive Stock Option be less than the Fair Market Value of the Shares underlying such Option on the date such Option is granted and, in the case of an Incentive Stock Option granted to a 10% shareholder, the per Share exercise price will not be less than 110% of the Fair Market Value in accordance with Section 14 of this Plan. Re-granted Options, or Options which are canceled and then re-granted covering such canceled Options, will, for purposes of this Section 6, be deemed to have been granted on the date of the re-granting.

7.

EXERCISE OF OPTIONS.

(a)

An Option shall be deemed exercised when (i) the Company has received written notice of such exercise in accordance with the terms of the Option, (ii) full payment of the aggregate option price of the Shares as to which the Option is exercised has been made, (iii) the Optionee has agreed to be bound by the terms, provisions and conditions of any applicable shareholders’ agreement, and (iv) arrangements that are satisfactory to the Committee in its sole discretion have been made for the Optionee’s payment to the Company of the amount that is necessary for the Company or the Subsidiary employing the Optionee to withhold in accordance with applicable Federal or state tax withholding requirements. Unless further limited by the Committee in any Option, the exercise price of any Shares purchased pursuant to the exercise of such Option shall be paid in cash, by certified or official bank check, by money order, with Shares or by a combination of the above; PROVIDED, HOWEVER, that the Committee in its sole

5

discretion may accept a personal check in full or partial payment of any Shares. If the exercise price is paid in whole or in part with Shares, the value of the Shares surrendered shall be their Fair Market Value on the date the Option is exercised. The Company in its sole discretion may, on an individual basis or pursuant to a general program established by the Committee in connection with this Plan, lend money to an Optionee to exercise all or a portion of the Option granted hereunder. If the exercise price is paid in whole or part with the Optionee’s promissory note, such note shall (i) provide for full recourse to the maker, (ii) be collateralized by the pledge of the Shares that the Optionee purchases upon exercise of such Option, (iii) bear interest at a rate no less than the rate of interest payable by the Company to its principal lender, and (iv) contain such other terms as the Committee in its sole discretion shall require. No Optionee shall be deemed to be a holder of any shares subject to an Option unless and until a stock certificate or certificates for such shares are issued to the person(s) under the terms of this Plan. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof.

(b)

No Optionee shall be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares are issued to such person(s) under the terms of this Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof.

8.

EXERCISABILITY OF OPTIONS. Any Option shall become exercisable in such amounts, at such intervals, upon such events or occurrences and upon such other terms and conditions as shall be provided in this Plan or in an individual Option agreement evidencing such Option, except as otherwise provided in Section 5(b) or this Section 8.

(a)

The expiration date(s) of an Option shall be determined by the Committee at the time of grant, but in no event shall an Option be exercisable after the expiration of ten years from the date of grant of the Option.

(b)

Unless otherwise expressly provided in any Option as approved by the Committee, notwithstanding the exercise schedule set forth in any Option, each outstanding Option, may, in the sole discretion of the Committee, become fully exercisable upon the date of the occurrence of any Change of Control, but, unless otherwise expressly provided in any Option, no earlier than six months after the date of grant, and if and only if Optionee is in the employ of the Company on such date.

(c)

The Committee may in its sole discretion at any time accelerate the date on which any Option may be exercised and may accelerate the vesting of any Shares subject to any Option or previously acquired by the exercise of any Option.

9.

TERMINATION OF OPTION PERIOD.

(a)

Unless otherwise expressly provided in any Option, the unexercised portion of any Option shall automatically and without notice immediately terminate and become forfeited, null and void at the time of the earliest to occur of the following:

6

(i)

three months after the date on which the Optionee’s employment is terminated for any reason other than by reason of (A) Cause, (B) the termination of the Optionee’s employment with the Company by such Optionee following less than ninety (90) days’ prior written notice to the Company of such termination (an “Improper Termination”), (C) a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Committee, or (D) death;

(ii)

immediately upon (A) the termination by the Company of the Optionee’s employment for Cause, or (B) an Improper Termination; or

(iii)

the later of (A) twelve months after the date of termination of the Optionee’s employment by reason of death of the employee, or (B) three months after the date on which the Optionee shall die if such death shall occur during the one year period specified in Subsection 9(a)(iii) hereof.

(b)

Notwithstanding the foregoing, if the Optionee’s employment is terminated by reason of a mental or physical disability (within the meaning of Section 22(e) of the Code) as determined by a medical doctor satisfactory to the Committee or the Optionee retires from employment by the Company or any other entity, then the Option shall continue until the original expiration date.

(c)

The Committee in its sole discretion may, by giving written notice (“cancellation notice”), cancel effective upon the date of the consummation of any corporate transaction described in Subsection 10(d) hereof, any Option that remains unexercised on such date. Such cancellation notice shall be given a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after approval of such corporate transaction.

(d)

Upon Optionee’s termination of employment as described in this Section 9, or otherwise, any Option (or portion thereof) not previously vested or not yet exercisable pursuant to Section 8 of this Plan or the vesting schedule set forth in such Option shall be immediately canceled.

10.

ADJUSTMENT OF SHARES.

(a)

If at any time while this Plan is in effect or unexercised Options are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through any recapitalization resulting in a stock split, combination or exchange of Shares (other than any such exchange or issuance of Shares through which Shares are issued to effect an acquisition of another business or entity or the Company’s purchase of Shares to exercise a “call” purchase option), then and in such event:

(i)

appropriate adjustment shall be made in the maximum number of Shares available for grant under this Plan, so that the same percentage of the Company’s issued and outstanding Shares shall continue to be subject to being so optioned;

(ii)

appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to any outstanding Option, so that the same percentage of the Company’s issued and outstanding Shares shall remain subject to purchase at the same aggregate exercise price; and

7

(iii)

such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive.

(b)

Subject to the specific terms of any Option, the Committee may change the terms of Options outstanding under this Plan, with respect to the option price or the number of Shares subject to the Options, or both, when, in the Committee’s sole discretion, such adjustments become appropriate by reason of a corporate transaction described in Subsection 10(d) hereof, or otherwise.

(c)

Except as otherwise expressly provided herein, the issuance by the Company of shares of its capital stock of any class, or securities convertible into or exchangeable for shares of its capital stock of any class, either in connection with a direct or unwritten sale or upon the exercise of rights or warrants to subscribe therefor or purchase such Shares, or upon conversion of shares of obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to the number of or exercise price of Shares then subject to outstanding Options granted under this Plan.

(d)

Without limiting the generality of the foregoing, the existence of outstanding Options granted under this Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, reclassifications, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company or to which the Company is a party; (iii) any issuance by the Company of debt securities, or preferred or preference stock that would rank senior to or above the Shares subject to outstanding Options; (iv) any purchase or issuance by the Company of Shares or other classes of common stock or common equity securities; (v) the dissolution or liquidation of the Company; (vi) any sale, transfer, encumbrance, pledge or assignment of all or any part of the assets or business of the Company; or (vii) any other corporate act or proceeding, whether of a similar character or otherwise.

(e)

The Optionee shall receive written notice within a reasonable time prior to the consummation of such action advising the Optionee of any of the foregoing. The Committee may, in the exercise of its sole discretion, in such instances declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his or her Option.

11.

TRANSFERABILITY OF OPTIONS. Unless otherwise authorized by the Board, no Option granted hereunder shall be sold, pledged, assigned, hypothecated, disposed or otherwise transferred by the Optionee other than (a) by will or the laws of descent and distribution, (b) by gift to a Family Member, or (c) through a domestic relations order in settlement of marital property rights.  No Option shall be exercisable during the Optionee’s lifetime by any person other than the Optionee or transferee permitted under this Section 11.

12.

ISSUANCE OF SHARES. As a condition of any sale or issuance of Shares upon exercise of any Option, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation including, but not limited to, the following:

(i)

a representation and warranty by the Optionee to the Company, at the time any Option is exercised, that he is acquiring the Shares to be issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and

8

(ii)

(A)

an agreement and undertaking to comply with all of the terms, restrictions and provisions set forth in any then applicable shareholders’ agreement relating to the Shares, including, without limitation, any restrictions on transferability, any rights of first refusal and any option of the Company to “call” or purchase such Shares under then applicable agreements, and

(B)

any restrictive legend or legends, to be embossed or imprinted on Share certificates, that are, in the discretion of the Committee, necessary or appropriate to comply with the provisions of any securities law or other restriction applicable to the issuance of the Shares.

13.

ADMINISTRATION OF THIS PLAN.

(a)

This Plan shall initially be administered by the Board. As soon as may be practicable, but no later than the date (if ever) the Common Stock is listed or admitted for trading on any United States national securities exchange, the Plan shall be administered by the Committee, which shall consist of not less than two Non-Employee Directors. The Committee shall have all of the powers of the Board with respect to this Plan. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board and any vacancy occurring in the membership of the Committee may be filled by appointment by the Board.

(b)

Subject to the provisions of this Plan, the Committee shall have the authority, in its sole discretion, to: (i) grant Options, (ii) determine the exercise price per Share at which Options may be exercised, (iii) determine the Optionees to whom, and time or times at which, Options shall be granted, (iv) determine the number of Shares to be represented by each Option, (v) determine the terms, conditions and provisions of each Option granted (which need not be identical) and, with the consent of the holder thereof, modify or amend each Option, (vi) defer (with the consent of the Optionee) or accelerate the exercise date of any Option, and (vii) make all other determinations deemed necessary or advisable for the administration of this Plan, including repricing, canceling and regranting Options.

(c)

The Committee, from time to time, may adopt rules and regulations for carrying out the purposes of this Plan. The Committee’s determinations and its interpretation and construction of any provision of this Plan shall be final, conclusive and binding upon all Optionees and any holders of any Options granted under this Plan.

(d)

Any and all decisions or determinations of the Committee shall be made either (i) by a majority vote of the members of the Committee at a meeting of the Committee or (ii) without a meeting by the unanimous written approval of the members of the Committee.

(e)

No member of the Committee, or any Officer or Director of the Company or its Subsidiaries, shall be personally liable for any act or omission made in good faith in connection with this Plan.

14.

INCENTIVE OPTIONS FOR 10% SHAREHOLDERS. Notwithstanding any other provisions of this Plan to the contrary, an Incentive Stock Option shall not be granted to any person owning directly or indirectly (through attribution under Section 424(d) of the Code) at the date of grant, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or of its Subsidiary) at the date of grant unless the exercise price of such Option is at

9

least 110% of the Fair Market Value of the Shares subject to such Option on the date the Option is granted, and such Option by its terms is not exercisable after the expiration of ten years from the date such Option is granted.

15.

INTERPRETATION.

(a)

This Plan shall be administered and interpreted so that all Incentive Stock Options granted under this Plan will qualify as Incentive Stock Options under Section 422 of the Code. If any provision of this Plan should be held invalid for the granting of Incentive Stock Options or illegal for any reason, such determination shall not affect the remaining provisions hereof, and this Plan shall be construed and enforced as if such provision had never been included in this Plan.

(b)

This Plan shall be governed by the laws of the State of Florida.

(c)

Headings contained in this Plan are for convenience only and shall in no manner be construed as part of this Plan or affect the meaning or interpretation of any part of this Plan.

(d)

Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.

(e)

Time shall be of the essence with respect to all time periods specified for the giving of notices to the company hereunder, as well as all time periods for the expiration and termination of Options in accordance with Section 9 hereof (or as otherwise set forth in an option agreement).

16.

CANCELLATION AND RESCISSION OF AWARDS.

(a) Unless the Option specifies otherwise, the Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid, or deferred Options at any time if the Optionee is not in compliance with all applicable provisions of this Plan and the individual Option agreement evidencing such Option, or if the Optionee engages in any "Detrimental Activity." For purposes of this Section 16, "Detrimental Activity" shall include: (i) the rendering of services for any organization or engaging directly or indirectly in any business which is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company; (ii) the disclosure to anyone outsi de the Company, or the use in other than the Company's business, without prior written authorization from the Company, of any confidential information or material, as defined in any agreement between the Optionee and the Company regarding confidential information and intellectual property either during or after employment with the Company; (iii) the failure or refusal to disclose promptly and to assign to the Company, pursuant to the Company's confidentiality agreement with the Optionee, all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company or the failure or refusal to do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in other countries; (iv) activity that results in termination of the Optionee's employment for cause; (v) a material violation of any w ritten rules, policies, procedures or guidelines of the Company; (vi) any

10

attempt directly or indirectly to induce any employee of the Company to be employed or perform services elsewhere or any attempt directly or indirectly to solicit the trade or business of any current or prospective customer, supplier or partner of the Company; (vii) the Optionee being convicted of, or entering a guilty plea with respect to, a crime, whether or not connected with the Company; or (viii) any other conduct or act determined to be injurious, detrimental or prejudicial to any interest of the Company.

(b) Upon exercise, payment or delivery pursuant to an Option, the Optionee shall certify in a manner acceptable to the Company that he or she is in compliance with the terms and conditions of the Plan. In the event a Optionee fails to comply with the provisions of paragraphs (a)(i)-(viii) of this Section 16 prior to, or during the six months after, any exercise, payment or delivery pursuant to an Option, such exercise, payment or delivery may be rescinded by the Company within two years thereafter. In the event of any such rescission, the Optionee shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery, in such manner and on such terms and conditions as may be required, and the Company shall be entitled to set-off against the amount of any such gain any am ount owed to the Optionee by the Company.

17.

AMENDMENT AND DISCONTINUATION OF THIS PLAN. Either the Board or the Committee may from time to time amend this Plan or any Option without the consent or approval of the shareholders of the Company; PROVIDED, HOWEVER, that, except to the extent provided in Section 9, no amendment or suspension of this Plan or any Option issued hereunder shall substantially impair any Option previously granted to any Optionee without the consent of such Optionee.

18.

TERMINATION DATE. This Plan shall terminate ten years after the date of adoption by the Board of Directors.  

11

EX-23.2

Michael I. Daszkal, CPA, P.A. Jeffrey A. Bolton, CPA, P.A. Timothy R. Devlin, CPA, P.A. Michael S. Kridel, CPA, P.A. Marjorie A. Horwin, CPA, P.A.		2401 N.W. Boca Raton Boulevard Boca Raton, FL 33431 t: 561.367.1040 f: 561.750.3236 www.daszkalbolton.com
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We consent to the use in this Registration Statement on Form S-1 of our report dated February 7, 2003, related to the financial statements of 99 Cents Stuff, Inc. and to the reference to our firm under the caption “experts” in the Prospectus.