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We estimate that we will receive net proceeds of $10,000,000 from the sale of the 2,500,000 shares of common stock in this offering, after deducting estimated underwriting discounts, offering expenses and misplaced cash. While we cannot predict with certainty how the net proceeds of this offering will be used, we currently intend to use them approximately as follows:

Item	Amount	Percent
For Wardrobe Inventory	$4,279,000	48 percent
For Expansion of Social Activities	$4,279,000	43 percent
For Full Line of Kiehl's Grooming Products	$786,950	7 percent
For General Corporate Purposes/Retirement of Indebtedness	$110,050	1 percent

Risk Factors

1) Carina Chocano currently has a very limited user base, consisting at the present time of the issuer herself and, infrequently, her mother. While this situation is normal for a company in the pre-public stage, significant expansion must take place in order to attract advertisers and sponsors, generate additional revenue and allow the issuer to purchase a 10-acre island outside the jurisdiction of the Securities and Exchange Commission's Fraud Division. The Company must increase its user base to attract advertisers and sponsors and to generate additional revenue. Failure to attract advertisers and sponsors could result in The Company's falling short of its goal of stratospheric fame, rendering The Company merely critically acclaimed, and therefore insolvent.

2) Failure to increase the size of our user base may result in an inability to generate additional revenue, which could leave us unable to maintain or grow our business. To increase our user base, we must:

• expand our network of sycophantic hangers-on, including but not restricted to yes-men, brown-nosers, fluffers, money-grubbing parasites, obsequious back-stabbers and Fleet Street paparazzi
• endorse a cause
• endorse a shoe
• endorse a check

If we do not achieve these objectives, our business could be severely harmed.

3) Valuation of The Company's stock is based on uncertain market, industry and other conditions, including per capita bullshit consumption in our target geographical areas; it is subject to seasonal and cyclical fluctuations due to financial, environmental, hormonal and bipolar swings.

4) Consumer tastes and preferences change rapidly and we may not be able to anticipate, monitor and/or successfully respond to these changes to attract and retain a sufficient number of users for our network of Web sites. (In fact, we may not be able to put up a Web site at all, if that weird little bomb keeps appearing on our screen.) As a result, our business could be seriously harmed.

5) We may be held liable for content on our Web sites. Despite the fact that we are completely uninformed, uninsured and given to making knowingly false, defamatory and malicious statements, we will be making frequent pronouncements on subjects including but not limited to the following: foreign and domestic policy issues; scientific advancements in the treatment of fatal diseases; Satori, and how to attain it; high-end exercise equipment; our personal skin care regimen and how to have better orgasms in just two weeks. As a result, we face potential liability for libel, defamation, negligence, ignorance, copyright, patent or trademark infringement and other claims based on the nature and content of the material that is published or distributed on our network of Web sites. This could severely harm our business and result in severe financial judgments.*

*By then The Company will have decamped with the proceeds, however, and this will no longer be our problem -- it will be Yours.
salon.com | July 26, 1999

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