AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2000

                          Registration No. 333-________



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                               HBOA HOLDINGS, INC.
            (Exact name of registration as specified in its charter)



         Florida                                       33-0231238
(State or other jurisdiction                (I.R.S. Employer Identification No.)
   of incorporation or organization)



                         2400 East Commercial Boulevard
                                    Suite 221
                            Fort Lauderdale, FL 33308
                                 (954) 938-8010
          (Address and Telephone Number of Principal Executive Offices)




                          2000 Equity Compensation Plan
                            (Full Title of the Plan)


                                   Copies to:

         Edward A. Saludes                          Steven I. Weinberger, Esq.
      Chief Executive Officer                          Atlas Pearlman, P.A.
        HBOA Holdings, Inc.                         350 East Las Olas Boulevard
  2400 East Commercial Boulevard                            Suite 1700
             Suite 221                               Fort Lauderdale, FL 33301
     Fort Lauderdale, FL 33308                            (954) 763-1200
          (954) 938-8010



<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================================================================================================

                                                      Proposed              Proposed
                                                       maximum               maximum
                                                      offering              aggregate            Amount of
  Title of securities         Amount to be            price per             offering           registration
   to be registered            registered             share                 price                   fee

================================================================================================================
<S>                         <C>                            <C>          <C>                      <C>
Common Stock, $.001
par value per share (1)      1,450,000 shares               $1.88        $2,726,000               $  758.00

Common Stock, $.001
par value per share (2)      1,250,000 shares               $1.50        $1,875,000               $  521.00
                                                                                                  ---------

                                                                                                  $1,279.00
                                                                                                  =========
-----------------------------------------------------------------------------------------------------------------

(1)      Calculated in accordance with Rule 457 based upon the average of the closing bid and asked prices on
         November 14, 2000.

(2)      Calculated in accordance with Rule 457 based upon the price at which outstanding options are exercisable.

</TABLE>



<PAGE>



PROSPECTUS

                               HBOA HOLDINGS, INC.

                        2,700,000 Shares of Common Stock

                                ($.001 par value)

                             Issued Pursuant to the
                HBOA Holdings, Inc. 2000 Equity Compensation Plan

         This prospectus forms a part of a registration statement which
registers an aggregate of 2,700,000 shares of common stock, that are
collectively referred to as the "Shares", of HBOA Holdings, Inc. ("HBOA", "we",
"us" or "our"). The Shares may be issued to our officers, directors, key
employees and consultants as restricted stock grants ("Stock Grants") and upon
the exercise of non-qualified or incentive stock options ("Options") to purchase
shares of our common stock under our 2000 Equity Compensation Plan (the "Plan").
Individuals or entities that are issued Shares are sometimes collectively
referred to as the "selling securityholders." The selling securityholders may
sell all or a portion of the Shares from time to time in the over-the-counter
market, in negotiated transactions, directly or through brokers or otherwise,
and at market prices prevailing at the time of such sales or at negotiated
prices. We will not receive any proceeds from sales by selling securityholders,
except upon exercise of Options.

         Our common stock is currently traded on the OTC Bulletin Board under
the symbol "MIZR." In the near future, we intend to change our trading symbol
to make it more reflective of our new name.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

                                   ---------

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                                   ---------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this prospectus is November 16, 2000.


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<PAGE>


                               TABLE OF CONTENTS
                               -----------------


     Available Information

     Incorporate of Certain Documents by Reference

     The Company

     Risk Factors

     Use of Proceeds

     HBOA Holdings, Inc. 2000 Equity Compensation Plan

     Sales by Selling Securityholders

     Plan of Distribution

     Description of Securities

     Legal Matters

     Experts

     Indemnification






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<PAGE>

                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         o        Annual Report on Form 10-KSB for the year ended December 31,
                  1999, filed on March 31, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended March
                  31, 2000, filed on May 15, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2000, filed on August 15, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 2000, filed on November 14, 2000;

         o        Current Report on Form 8-K filed December 30, 1999;

         o        Current Report on Form 8-K filed March 16, 2000;

         o        Current Report on Form 8-K filed June 13, 2000;




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         o        Current Report on Form 8-K/A filed August 16, 2000; and

         o        Definitive Proxy Statement filed October 24, 2000.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, HBOA Holdings, Inc., 2400 East
Commercial Boulevard, Suite 221, Fort Lauderdale, Florida 33308.

                                   THE COMPANY

         This prospectus contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. You are urged to read this
prospectus carefully and in its entirety.

         HBOA Holdings, Inc. intends to be the premier Internet portal through
which home based business owners obtain the products, services and information
necessary to start, expand and profitably run their businesses. We believe we
are well positioned to exploit the Internet revolution that is transforming the
worlds of business and communications. Through the Internet, HBOA provides 27
million home based business owners with the essential products, services and
information necessary to start, expand and profitably run their businesses. We
consolidate the business function typically found in large institutions into one
convenient business portal. This eliminates duplication, provides easier access
to the many services that were heretofore found primarily only in large
companies. The small business owners should expect to be better able to grow
revenues while reducing costs. Up to this time, only corporate giants have had
this facility at their fingertips.

         Historically, when you operate a business out of your home either full
or part time you are truly "Home Alone." No one is there to supervise, motivate,
brainstorm with, and most importantly, assist you. In the corporate world
shipping packages, buying office supplies, calling your attorney, checking with
your accountant, doing market research, checking credit, having access to
various forms of insurance, purchasing a computer, selecting a phone carrier,
and a host of other tasks seem almost mundane. When you operate your business on
your own, these tasks can seem


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monumental, overwhelming, and very time consuming. Our success will focus
squarely on our ability to insure that our client base never feels that they are
"Home Alone." We are committed to insuring that the customers (members) of the
HBOA.com family feel as if they have a staff of experts to call on in the office
next to theirs. We will supply them with a support staff at their beck and call,
a shipping department at their fingertips, and technical and research assistants
on-call. We will provide the members of the HBOA.com family all of these
services and a great many more, twenty- four hours a day, through HBOA's Virtual
Office.

         The Company changed its name from Mizar Energy Company to HBOA
Holdings, Inc. in November 2000 to reflect its focus of operations.

                                  RISK FACTORS

         In evaluating us, the following risk factors should be considered:

We have a limited operating history upon which to base an evaluation of us

         Mr. Davis and Mr. Lee's sale of 850,000 shares of our common stock to
HBOA on December 28, 1999 resulted in a change in control and a change in our
management. At this time, we began to focus on HBOA's internet operations.
Accordingly, you have a relatively short operating history upon which you can
evaluate our business and prospects. You should consider our prospects in light
of the risks, expenses and difficulties frequently encountered by early-stage
Internet companies. As an early-stage company, we have an evolving and
unpredictable business model, we face intense competition and must effectively
manage our growth and respond quickly to rapid changes in customer demands and
industry standards. We may not succeed in addressing these challenges and risks.

We have a history of operating losses and expectation of future losses

         For the period from inception through September 30, 2000, we incurred a
net loss of $890,110. We do not anticipate that we will earn a profit during the
2000 fiscal year. Although we have been developing our HBOA web site and seeking
strategic alliances or acquisitions, there can be no assurances that we will be
able to finalize any definitive agreements with any third parties. There can be
no assurances that our plans will ever be achieved or that any of the assumption
made in our favor will prove to be correct. Even if the assumptions in our
business plan prove to be correct, there can be no assurance that we will not
incur substantial operating losses. Furthermore, there can be no assurances that
our Internet-based business strategy will enable us to achieve profitable
operations in the future.

We will encounter risks of entering new business areas, strategic alliances and
acquisitions

         We intend to expand our operations by expanding our product and service
offerings, entering into strategic alliances with other companies and/or by
making acquisitions of other companies. This will require significant additional
expense and could strain our management, financial and operational resources.
The process of expanding our product and service offerings, entering into
strategic alliances or integrating an acquired business into ours may result in
unforeseen operating difficulties and expenditures and may absorb significant
management


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<PAGE>



attention that would otherwise be available for ongoing development of our
business. Moreover, there can be no assurances that the anticipated benefits of
any acquisition will be realized. Further, strategic alliances of acquisitions
could result in potentially dilutive issuances of equity securities, the
incurrence of debt, contingent liabilities and or amortization expenses related
to goodwill and other intangible assets, which could materially adversely affect
our business, technologies, services or products and might require us to obtain
additional equity or debt financing, which might not be available on terms
favorable to us, or at all, and such financing, if available, might be dilutive.

Need for Additional Capital

         As of September 30, 2000, we had cash on hand of $1,104,584. Management
expects that the cash on hand will last approximately 9 months. In the event our
plans change or our assumptions prove to be inaccurate (due to unanticipated
expenses, difficulties, delays or otherwise) we could be required to seek
additional financing. There can be no assurances that any additional financing
will be available to us when needed, on commercially reasonable terms, or at
all. Any inability to obtain additional financing when needed would have a
material adverse effect on our business, financial operations and results of
operations.

Our methods of generating revenue are relatively new and largely untested

         We intend to generate revenue through (1) membership fees, (2) the
facilitation of electronic commerce and (3) advertising revenues. These methods
of revenues generation are relatively new and largely untested. In addition, we
are also exploring strategic alliances and potential acquisitions or business
combinations.

         A portion of HBOA-derived revenues for the foreseeable future are
expected to be derived from the use of electronic commerce transactions. We will
facilitate electronic commerce by directing users who ask a shopping question to
electronic commerce merchants, some of who will compensate us for the referral.
The market for Internet products and services has only recently begun to develop
and is rapidly changing. Therefore, the success of our business depends upon the
adoption of the Internet as a medium for commerce for a broad base of customers.
If this market fails to develop or develops more slowly than expected, or if
electronic commerce services to not achieve market acceptance, we could suffer.

We will face substantial competition

         The industry in which we compete is highly competitive and highly
fragmented. The industry is characterized by the frequent introduction of new
web sites often accompanied by major advertising and promotional programs. Our
primary competition at the present time is various associations' sites, which
generally have been formed to promote such things as books/tapes, speaking
engagements or selling business opportunities. These include the American
Association of Home Based Businesses, American Home Business Association, Fran
Tarkenton Small Business Network, Home Business Institute and the Home Office
Association of America. None of the existing sites have the level of content we
anticipate providing. Additionally, we face competition from a number of small
businesses sites currently on the web or in various states of development. New
entrants to this market include Staples, Office Depot and Onvia further
validating the marketplace. While many of these competitors have significantly
greater financial, technical and


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marketing resources than we do, none focuses on the home business owner. We
offer a "single source" vertically integrated portal for home based businesses
which gives it a distinct competitive advantage. We believe providing a user
friendly technically rich and product/service complete site will attract and
retain home business owners. However, there is always the risk that competitors
will introduce better services and resources. This could also affect our ability
to keep existing customers or acquire new customers and could result in lower
net revenue and/or profits.

Our historical results may not be indicative of our future performance

         Our historical results of operations are not useful as a basis for
predicting future operating results. The merger of HBOA-DC with and into our
wholly owned subsidiary, HBOA-FL, was accounted for as a pooling of interest
transaction. As a result of the pooling of interest accounting, our historical
financial statements from prior periods have been restated to include the
operations of HBOA-DC. Prior to the merger, our revenues and expenses were
nominal. The majority of the changes in our results of operations, liquidity and
capital resources are due to the merger of HBOA- DC with and into us on May 31,
2000 and the accounting treatment of the merger as a pooling of interest.

Internet security risks may adversely affect our revenues

         A party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in Internet
operations. We may be required to expend significant capital and resources to
protect against the threat of such security breaches or to alleviate problems
caused by such breaches. Consumer concern over Internet security has been, and
could continue to be, a barrier to commercial activities requiring consumers to
send their credit card information over the Internet. Computer viruses,
break-ins, or other security problems could lead to misappropriation of
proprietary information and interruptions, delays, or cessation in service to
customers. Moreover, until more comprehensive security technologies are
developed, the security and privacy concerns of existing and potential customers
may inhibit the growth of the Internet as a merchandising medium.

We face governmental regulation and legal uncertainties

         We are not currently subject to direct federal, state, or local
regulation, and laws or regulations applicable to access to or commerce on the
Internet, other than regulations applicable to businesses generally. However,
due to the increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, "indecent" materials, freedom of expression, pricing, content and
quality of products and services, taxation, advertising, intellectual property
rights and information security. The adoption of any such laws or regulations
might also decrease the rate of growth of Internet use, which in turn could
decrease the demand for our products and services or increase the cost of doing
business or in some other manner have a material adverse effect on our business,
results of operations, and financial condition. In addition, applicability to
the Internet of existing laws governing issues such as property ownership,
copyrights and other intellectual property issues, taxation, libel, obscenity,
and personal privacy is uncertain. The vast majority of such laws were adopted
prior to the advent of the Internet and related technologies and, as a result,
do not contemplate or address the unique issues of the


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Internet and related technologies. We do not believe that such regulations,
which were adopted prior to the advent of the Internet, govern the operations of
our business nor have any claims been filed by any state implying that we are
subject to such legislation. There can be no assurance, however, that a state
will not attempt to impose these regulations upon us in the future or that such
imposition will not have a material adverse effect on our business, results of
operations, and financial condition.

         Several states have also proposed legislation that would limit the uses
of personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has also initiated
action against at least one online service regarding the manner in which
personal information is collected from users and provided to third parties.
Changes to existing laws or the passage of new laws intended to address these
issues, including some recently proposed changes, could create uncertainty in
the marketplace that could reduce demand for our services or increase the cost
of doing business as a result of litigation costs or increased service delivery
costs, or could in some other manner have a material adverse effect on our
business, results of operations, and financial condition. In addition, because
our services are accessible worldwide, and we facilitate sales of goods to users
worldwide, other jurisdictions may claim that we are required to qualify to do
business as a foreign corporation in a particular state or foreign country. We
are qualified to do business in Florida, and our failure to qualify as a foreign
corporation in a jurisdiction where we are required to do so could subject us to
taxes and penalties for the failure to qualify and could result in our inability
to enforce contracts in such jurisdictions. Any such new legislation or
regulation, or the application of laws or regulations from jurisdictions whose
laws do not currently apply to our business, could have a material adverse
effect on HBOA's business, results of operations, and financial condition.

Regulatory changes could subject us to liability for sales and other taxes

         We do not currently collect sales or other similar taxes in respect of
the delivery of our products into states other than California where we collect
sales taxes for sales of tangible products. New state tax regulations may
subject us to the assessment of sales and income taxes in additional states.
Although the Internet Tax Freedom Act precludes for a period of three years the
imposition of state and local taxes that discriminate against or single out the
Internet, it does not impact currently existing taxes. Tax authorities in a
number of states are currently reviewing the appropriate tax treatment of
companies engaged in Internet retailing and are currently considering an
agreement with certain of these companies regarding the assessment and
collection of sales taxes. We are not a party to any such discussions.

If we cannot keep pace with rapid technological changes to which our industry is
subject, we cannot succeed

         The market in which we compete is characterized by frequent new product
introductions, rapidly changing technology, and the emergence of new industry
standards. The rapid development of new technologies increases the risk that
current or new competitors will develop products or services that reduce the
competitiveness of and are superior to, our products and services. Our future
success will depend to a substantial degree upon our ability to develop and
introduce in a timely fashion new products and services and enhancements to our
existing products and services that meet changing customer requirements and
emerging industry standards. The


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development of new, technologically advanced products and services is a complex
and uncertain process requiring high levels of innovation, as well as the
accurate anticipation of technological and market trends. There is a potential
for product development delay due to the need to comply with new or modified
standards. There can be no assurance that we will be able to identify, develop,
market, support, or manage the transition to new or enhanced products or
services successfully or on a timely basis, that new products or services will
be responsible to technological changes or will gain market acceptance, or that
we will be able to respond effectively to announcements by competitors,
technological changes, or emerging industry standards. Our business, results of
operations, and financial condition would be materially and adversely affected
if we were to be unsuccessful, or to incur significant delays in developing and
introducing new products, services, or enhancements.

We depend upon, but there is no assurance of, continued growth in use of the
internet

         Our market is new and rapidly evolving. Our business would be adversely
affected if Internet usage does not continue to grow, particularly usage by home
business owners. A number of factors may inhibit Internet usage, including
inadequate network infrastructure, security concerns, inconsistent quality of
service, and lack of availability of cost-effective, high-speed service. If
Internet usage grows, the Internet infrastructure may not be able to support the
demands placed on it by this growth and its performance and reliability may
decline. In addition, web sites have experienced interruptions in their service
as a result of outages and other delays occurring throughout the Internet
network infrastructure. If these outages or delays frequently occur in the
future, Internet usage, as well as the usage of our web sites, could grow more
slowly or decline.

We could be subject to claims for damages for information retrieved from the web

         Because users of our web site may distribute our content to others,
third parties might sue us for defamation, negligence, copyright or trademark
infringement, personal injury or other matters. These types of claims have been
brought, sometimes successfully, against online services in the past. Others
could also sue us for the content that is accessible from our web site through
links to other web sites or through content and materials that may be posed by
members in chat rooms or bulletin boards. We also intend to offer e-mail
services, which may subject us to potential risks, such as liabilities or claims
resulting from unsolicited e-mail (spamming), lost or misdirected messages,
illegal or fraudulent use of e-mail or interruptions or delays in e-mail
service.

          We also may enter into agreements with commerce partners and sponsors
that entitle us to receive a share of any revenue from the purchase of goods and
services through direct links from our web sites to their web sites. Such
arrangements may subject us to additional claims, including potential
liabilities to consumers of such products and services, because we provide
access to such products or services, even if we do not provide such products or
services our self. While our agreements with these parties often provide that we
will be indemnified against such liabilities, such indemnification, if
available, may not be adequate. Our insurance may not adequately protect us
against these types of claims.


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E-commerce is an emerging marketing vehicle and we could become subject to
product liability claims

         We plan to develop a range of products targeted specifically at home
business owners. We also may foster relationships with manufacturers or
companies to offer such products directly on our web site. Such a strategy
involves numerous risks and uncertainties. We have very limited experience in
the sale of products online and the development of relationships with
manufacturers or suppliers of such products. Consumers may sue us if any of the
products that we sell are defective, fail to perform properly or injure the
user. Our agreements with manufacturers will typically contain provisions
intended to limit our exposure to liability claims. These limitations may not
however prevent all potential claims. Liability claims could require us to spend
significant time and money in litigation or to pay significant damages. As a
result, any such claims, whether or not successful, could seriously damage our
reputation and our business.

We cannot be assured of the reliability of our web site and technology and we
face a risk of capacity constraints

         The performance, reliability and availability of our web site, systems
and network infrastructure will be critical to our business. Our web site is
hosted by a server owned and operated by a third party, limiting the extent to
which we have control over, or the ability to cure, technical problems, which
may arise. Any systems problems that result in the unavailability of our web
site or interruption of information or access of information to members through
the web site would diminish our effectiveness as a means of promoting business.

         If the volume of traffic on our web site is greater than anticipated,
we will be required to expand and upgrade our web site and related
infrastructure. Although we intend that our systems will be designed for
scalability, the can be no assurance that the systems will be fully scalable.
Any inability to add additional software and hardware to accommodate increased
usage may cause unanticipated systems disruptions and degradation in levels of
service to customers. There can be no assurance that we will be able to
effectively upgrade and expand our web site in a timely manner or to integrate
smoothly any newly developed or purchased technology with existing systems. Any
inability to do so would have a material adverse effect on our business,
prospects, financial condition and results of operations.

Our future success depends on our ability to retain key personnel

         We depend upon the services of our executive officers and principal
employees and consultants (particularly Gary Verdier and Edward Saludes) to
manage and implement our business strategy. The loss of services of Gary Verdier
and Edward Saludes could have a material adverse effect on our business
operations, financial conditions and results of operations. If our operations
expand, we will also be dependent upon our ability to attract and retain
additional qualified employees and consultants. There is significant competition
for qualified personnel, and there can be no assurances that we will be
successful in recruiting, retaining or training the management personnel we
require.


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There is only a limited public market for our shares and if an active market
does not develop, investors may have difficulty selling their shares

         There is a limited public market for our common stock. We cannot
predict the extent to which investor interest in us will lead to the development
of an active trading market or how liquid that trading market might become. If a
trading market does not develop or is not sustained, it may be difficult for
investors to sell shares of our common stock at a price that is attractive. As a
result, an investment in our common stock may be illiquid and investors may not
be able to liquidate their investment readily or at all when he/she desires to
sell.

                                USE OF PROCEEDS

         Since we have not granted all the options under our Stock Option Plan,
we do not know the total amount of proceeds that we will receive if our
employees exercise options granted to them under our Stock Option Plan. We
intend to use any proceeds from the exercise of options for working capital.

                HBOA HOLDINGS, INC. 2000 EQUITY COMPENSATION PLAN

Introduction

         The following descriptions summarize certain provisions of our 2000
Equity Compensation Plan. This summary is not complete and is qualified by
reference to the full text of the Plan. A copy of the Plan has been filed as an
exhibit to the registration statement of which this prospectus is a part. Each
person receiving a Plan Option or Stock Award under the Plan should read the
Plan in its entirety.

         On October 10, 2000, our Board of Directors adopted the Plan, and on
November 10, 2000, our stockholders approved the Plan. As of November 10, 2000,
Plan Options to purchase 1,250,000 Shares had been granted and may be exercised.
No Stock Grants had yet been awarded.

         The purpose of the Plan is to encourage stock ownership by our
officers, directors, key employees and consultants, and to give such persons a
greater personal interest in the success of our business and an added incentive
to continue to advance and contribute to us. Our Board of Directors, or a
committee of the Board, will administer the Plan including, without limitation,
the selection of the persons who will be awarded Stock Grants and granted Plan
Options, the type of Plan Options to be granted, the number of shares subject to
each Plan Option and the Plan Option exercise price.

         Plan Options may either be options qualifying as incentive stock
options ("Incentive Options") under Section 422 of the Internal Revenue Code of
1986, as amended, or options that do not so qualify ("Non-Qualified Options").
In addition, the Plan allows for the inclusion of a reload option provision
("Reload Option"), which permits an eligible person to pay the exercise price of
the Plan Option with shares of common stock owned by the eligible person and
receive a new Plan Option to purchase shares of common stock equal in number to
the tendered shares. Any Incentive Option granted under the Plan must provide
for an exercise price of not less than 100% of the fair market value of the
underlying shares on the date of grant, but the exercise price of any Incentive
Option granted to an eligible employee owning more than 10% of our outstanding
common stock must not be less than 110% of fair market value on the date of the
grant. The term of each Plan Option and the manner in which it may be exercised
is determined by the Board of Directors or the committee, provided that no Plan
Option may be exercisable more than ten years after the date of


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its grant and, in the case of an Incentive Option granted to an eligible
employee owning more than 10% of the common stock, no more than five years after
the date of the grant.

Eligibility

         Our officers, directors, key employees and consultants are eligible to
receive Stock Grants and Non-Qualified Options under the Plan. Only our
employees are eligible to receive Incentive Options.

Administration

         The Plan will be administered by our Board of Directors or an
underlying committee (the "Committee"). The Board of Directors or the Committee
determines from time to time those of our officers, directors, key employees and
consultants to whom Stock Grants or Plan Options are to be granted, the terms
and provisions of the respective option agreements, the time or times at which
such Plan Options shall be granted, the type of Plan Options to be granted, the
dates such Plan Options become exercisable, the number of shares subject to each
Plan Option, the purchase price of such shares and the form of payment of such
purchase price. All other questions relating to the administration of the Plan,
and the interpretation of the provisions thereof and of the related option
agreements, are resolved by the Board or Committee.

Shares subject to awards

         We have reserved 2,700,000 of our authorized but unissued shares of
common stock for issuance under the Plan (the "Shares"), and a maximum of
2,700,000 Shares may be issued, unless the Plan is subsequently amended (subject
to adjustment in the event of certain changes in our capitalization), without
further action by our Board of Directors and shareholders, as required. Subject
to the limitation on the aggregate number of Shares issuable under the Plan,
there is no maximum or minimum number of Shares as to which a Stock Grant or
Plan Option may be granted to any person. Shares used for Stock Grants and Plan
Options may be authorized and unissued shares or shares reacquired by us,
including shares purchased in the open market. Shares covered by Plan Options
which terminate unexercised will again become available for grant as additional
Plan Options, without decreasing the maximum number of shares issuable under the
Plan, although such shares may also be used by us for other purposes.

         The Plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the Plan or subject to
unexercised Plan Options and in the purchase price per share under such Plan
Options. Any adjustment, however, does not change the total purchase price
payable for the shares subject to outstanding Plan Options. In the event of our
proposed dissolution or liquidation, a proposed sale of all or substantially all
of our assets, a merger or tender offer for our shares of common stock, the
Board of Directors may declare that each Plan Option granted under this Plan
shall terminate as of a date to be fixed by the Board of Directors; provided
that not less than 30 days written notice of the date so fixed shall be given to
each Eligible Person holding an Option, and each such Eligible Person shall have
the right, during the period of 30 days preceding such termination, to exercise


                                       12


<PAGE>



his Plan Option as to all or any part of the Shares, including Shares as to
which such Plan Option would not otherwise be exercisable.

Terms of Exercise

         The Plan provides that the Plan Options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified by
the Committee or by the Board of Directors.

         The Plan provides that, with respect to Incentive Stock Options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock, with respect to which Incentive Stock Options are
first exercisable by any option holder during any calendar year shall not exceed
$100,000.

Exercise Price

         The purchase price for shares subject to Incentive Stock Options must
be at least 100% of the fair market value of our common stock on the date the
option is granted, except that the purchase price must be at least 110% of the
fair market value in the case of an Incentive Stock Option granted to a person
who is a "10% stockholder." A "10% stockholder" is a person who owns (within the
meaning of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time
the Incentive Stock Option is granted, shares possessing more than 10% of the
total combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.

         The exercise price of Non-Qualified Options shall be determined by the
Board of Directors or the Committee but shall not be less than 75% of the fair
market value (but in no event less than the par value) of one share of our
Common Stock on the date the Option is granted.

         The per Share purchase price of Shares issuable upon exercise of a Plan
Option may be adjusted in the event of certain changes in our capitalization,
but no such adjustment shall change the total purchase price payable upon the
exercise in full of Plan Options granted under the Plan.

Manner of Exercise

         Plan Options are exercisable by delivery of written notice to us
stating the number of Shares with respect to which the Plan Option is being
exercised, together with full payment of the purchase price therefor. Payment
shall be in cash, checks, certified or bank cashier's checks, promissory notes
secured by the Shares issued through exercise of the related Options, shares of
Common Stock or in such other form or combination of forms which shall be
acceptable to the Board of Directors or the Committee, provided that any loan or
guarantee by us of the purchase price may only be made upon resolution of the
Board or Committee that such loan or guarantee is reasonably expected to benefit
us.


                                       13


<PAGE>



Option Period

         All Incentive Stock Options shall expire on or before the tenth (10th)
anniversary of the date the option is granted except as limited above. However,
in the case of Incentive Stock Options granted to an eligible employee owning
more than 10% of the common stock, these options will expire no later than five
years after the date of the grant. Non-Qualified Options shall expire ten (10)
years and one (1) day from the date of grant unless otherwise provided under the
terms of the option grant.

Termination

         All Plan Options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die (i)
while our employee or (ii) within three months after termination of his
employment by us because of his disability, or retirement or otherwise, his or
her Options may be exercised, to the extent that the optionee shall have been
entitled to do so on the date of his death or such termination of employment, by
the person or persons to whom the optionee's right under the Option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators.

         In the event of termination of employment because of his death while an
employee or because of disability, his Options may be exercised not later than
the expiration date specified in the Option or one year after the optionee's
death, whichever date is earlier, or in the event of termination of employment
because of retirement or otherwise, not later than the expiration date specified
in the Option or one year after the optionee's death, whichever date is earlier.

         If an optionee's employment by us terminates because of his disability
and such optionee has not died within the following three months, he may
exercise his Options, to the extent that he shall have been entitled to do so at
the date of the termination of his employment, at any time, or from time to
time, but not later than the expiration date specified in the Option or one year
after termination of employment, whichever date is earlier.

         If an optionee's employment shall terminate for any reason other than
death or disability, optionee may exercise the Options to the same extent that
the Options were exercisable on the date of termination, for up to three (3)
months following such termination, or on or before the expiration date of the
Options, whichever occurs first. In the event that the optionee was not entitled
to exercise the Options at the date of termination or if the optionee does not
exercise such Options (which he or she was entitled to exercise) within the time
specified herein, the Options shall terminate.

         If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise his Option shall
terminate not later than ninety (90) days following the date of such termination
of employment.


                                       14


<PAGE>



Modification and Termination of Plans

         The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any holder
of a Stock Grant or optionee who has prior thereto been granted options under
the Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the aggregate number of Shares subject to this Plan (except for
adjustments due to changes in our capitalization), or (b) changing the
definition of "Eligible Person" under this Plan, may be effective unless and
until approved by our Shareholders in the same manner as approval of this Plan
is required. Any such termination of the Plan shall not affect the validity of
any Stock Grants or Plan Options previously granted thereunder. Unless the Plan
shall theretofore have been suspended or terminated by the Board of Directors,
the Plan shall terminate on October 10, 2010.

Federal Income Tax Effects

         The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on September 30, 2000. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

         An employee granted an Incentive Stock Option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of Common Stock received
upon exercise of the Incentive Stock Option over the Option exercise price is an
item of tax preference under Section 57(a)(3) of the Code and may be subject to
the alternative minimum tax imposed by Section 55 of the Code. Upon disposition
of stock acquired on exercise of an Incentive Stock Option, long-term capital
gain or loss is recognized in an amount equal to the difference between the
sales price and the Incentive Stock Option exercise price, provided that the
option holder has not disposed of the stock within two years from the date of
grant and within one year from the date of exercise. If the Incentive Stock
Option holder disposes of the acquired stock (including the transfer of acquired
stock in payment of the exercise price of an Incentive Stock Option) without
complying with both of these holding period requirements ("Disqualifying
Disposition"), the option holder will recognize ordinary income at the time of
such Disqualifying Disposition to the extent of the difference between the
exercise price and the lesser of the fair market value of the stock on the date
the Incentive Stock Option is exercised (the value six months after the date of
exercise may govern in the case of an employee whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities Exchange Act of
1934) or the amount realized on such Disqualifying Disposition. Any remaining
gain or loss is treated as a short-term or long-term capital gain or loss,
depending on how long the shares are held. In the event of a Disqualifying
Disposition, the Incentive Stock Option tax preference described above may not
apply (although, where the Disqualifying Disposition occurs subsequent to the
year the Incentive Stock Option is exercised, it may be necessary for the
employee to amend his return to eliminate the tax preference item previously
reported). We are not entitled to a tax deduction upon either


                                       15


<PAGE>



exercise of an Incentive Stock Option or disposition of stock acquired pursuant
to such an exercise, except to the extent that the Option holder recognized
ordinary income in a Disqualifying Disposition.

         If the holder of an Incentive Stock Option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the Incentive Stock Option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the Incentive Stock Option. If an exercise is
effected using shares previously acquired through the exercise of an Incentive
Stock Option, the exchange of the previously acquired shares will be considered
a disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         In respect to the holder of Non-Qualified Options, the option holder
does not recognize taxable income on the date of the grant of the Non-Qualified
Option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
Non-Qualified Options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

         In connection with the issuance of Stock Grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock Grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
Stock Grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the Stock Grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross


                                       16


<PAGE>



income the fair market value of the Stock Grant received once the conditions to
receipt of the Stock Grant are satisfied.

Restrictions Under Securities Laws

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITYHOLDERS

         The following table sets forth

         o        the name of the selling securityholders,

         o        the amount of shares of common stock held directly or
                  indirectly,

         o        the maximum amount of shares of common stock to be offered by
                  the selling securityholders,

         o        the amount of common stock to be owned by the selling
                  securityholders following sale of the shares of common stock,
                  and

         o        the percentage of shares of common stock to be owned by the
                  selling securityholders following completion of such offering
                  (based on 10,050,000 shares of common stock of HBOA
                  outstanding at October 31, 2000).
<TABLE>
<CAPTION>

                                                                                                   Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After             After
Security Holder                   Shares Owned           be Offered           Offering              Offering
---------------                   ------------           ----------         ------------           -----------
<S>                                  <C>                   <C>                 <C>                    <C>
Edward A. Saludes
(CEO and Director)                   100,000               950,000 (1)         50,000                 0.5%

Harvey Judkowitz
(CFO and Director)                         0 (2)            40,000              - 0 -                   -

William C. Shope
(V.P. Operations)                          0 (2)           100,000              - 0 -                   -
</TABLE>

----------------

(1) Excludes options to purchase 40,000 shares of our common stock at an
exercise price of $1.50 per share. As of October 31, 2000, no options are
vested.

(2) Excludes options to purchase 100,000 shares of our common stock at an
expercise price of $1.50 per share. As of October 31, 2000, no options are
vested.

                                     17


<PAGE>



All of these shares underlie options exercisable at $1.50 per share. Shares
owned by Mr. Saludas includes options to purchase 50,000 shares which have
vested as of October 31, 2000, but does not include option to purchase 900,000
shares which have not vested at that date.

                              PLAN OF DISTRIBUTION

         The shares covered by this prospectus may be distributed from time to
time by the selling securityholders in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholders in connection with sales of securities.

         The selling securityholders may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets", on the over-the-counter Bulletin
                  Board, or on such exchanges or over-the-counter markets on
                  which our shares may be listed from time-to-time, in
                  transactions which may include special offerings, exchange
                  distributions and/or secondary distributions, pursuant to and
                  in accordance with the rules of such exchanges, including
                  sales to underwriters who acquire the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions, including sales through brokers, acting as
                  principal or agent, sales in privately negotiated
                  transactions, or dispositions for value by any selling
                  securityholder to its partners or members, subject to rules
                  relating to sales by affiliates;

         o        through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or

         o        through the writing of options on our shares, whether or not
                  such options are listed on an exchange, or other transactions
                  requiring delivery of our shares, or the delivery of our
                  shares to close out a short position.

Any such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholders
may arrange for other brokers or dealers to participate. The selling
securityholders who are affiliates of HBOA and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation.


                                       18


<PAGE>



         At the time a particular offer of the securities is made by or on
behalf of a selling securityholder, to the extent required, a prospectus is to
delivered. The prospectus will include the number of shares of common stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling securityholders, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have told the selling securityholders that the anti-manipulative
rules under the Securities Exchange Act of 1934, including Regulation M, may
apply to their sales in the market. We have provided each of the selling
securityholders with a copy of these rules. We have also told the selling
securityholders of the need for delivery of copies of this prospectus in
connection with any sale of securities that are registered by this prospectus.

         Sales of securities by us and the selling securityholders or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

Common Stock

         We are authorized to issue (i) 25,000,000 shares of common stock, $.001
par value per share and (ii) 10,000,000 shares of preferred stock, $.001 par
value per share. As of October 31, 2000, there were issued and outstanding,
10,050,000 shares of common stock and no shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

Preferred Stock

         We may issue preferred stock from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other rights, including voting rights, qualifications, limitations or
restrictions as are determined by our Board of Directors. We have no present
intention of issuing shares of preferred stock.


                                       19


<PAGE>



Transfer Agent

         The transfer agent and registrar for our common stock is Corporate
Stock Transfer, Inc., telephone number (303) 282-4800.

                                  LEGAL MATTERS

         Certain legal matters in connection with the securities being offered
hereby will be passed upon for us by Atlas Pearlman, P.A., 350 East Las Olas
Boulevard, Suite 1700, Fort Lauderdale, Florida 33301.

                                     EXPERTS

         Our consolidated financial statements appearing in our Annual Report on
Form 10-KSB, for the fiscal year ended December 31, 1999, have been audited by
Sewell & Company, P.A., Independent Certified Public Accountants, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Sewell & Company, P.A., pertaining to such financial statements
(to the extent covered by consents filed with the Commission) given upon the
authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

         (a)      the officer or director conducted himself or herself in good
faith;

         (b)      his or her conduct was in our best interests, or if the
conduct was not in an official capacity, that the conduct was not opposed to our
best interests; and

         (c)      in the case of a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director are found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.


                                       20


<PAGE>



                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference
-------           ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         o        Annual Report on Form 10-KSB for the year ended December 31,
                  1999, filed on March 31, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended March
                  31, 2000, filed on May 15, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2000, filed on August 15, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 2000, filed on November 14, 2000;

         o        Current Report on Form 8-K filed December 30, 1999;

         o        Current Report on Form 8-K filed March 16, 2000;

         o        Current Report on Form 8-K filed June 13, 2000;

         o        Current Report on Form 8-K/A filed August 16, 2000;

         o        Definitive Proxy Statement filed October 24, 2000;

         o        All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Registrant's document referred to in (a) above; and

         o        The description of the Common Stock of the Company which is
                  contained in a Registration Statement filed under the Exchange
                  Act, including any amendment or report filed for the purpose
                  of updating such description.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such


                                       21


<PAGE>



documents. Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, HBOA Holdings, Inc., 2400 East
Commercial Boulevard, Suite 221, Fort Lauderdale, Florida 33308.

Item 4.           Description of Securities
-------           -------------------------

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

Item 5.           Interests of Named Experts and Counsel
-------           --------------------------------------

         Not Applicable.

Item 6.           Indemnification of Directors and Officers
-------           -----------------------------------------

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

         (a)      the officer or director conducted himself or herself in good
faith;

         (b)      his or her conduct was in our best interests, or if the
conduct was not in an official capacity, that the conduct was not opposed to our
best interests; and

         (c)      in the case of a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was unlawful.

We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.


                                       22


<PAGE>



Item 7.           Exemption From Registration Claimed
-------           -----------------------------------

         Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and consent to the imprinting of a legend on the
securities restricting their transferability except in compliance with
applicable securities laws.

Item 8.           Exhibits
-------           --------

         5.1      Opinion and Consent of Atlas Pearlman, P.A. [includes Exhibit
                  23(i)].*

         10.1     2000 Equity Compensation Plan.*

         23.1     Consent of Independent Certified Public Accountants.*

--------------------
*        Filed herewith.

Item 9.           Undertakings
-------           ------------

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or n the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;


                                       23


<PAGE>



         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  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.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.

         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
against such liabilities (other than the payment by the registrant in the
successful defense of an 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 precedent, 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.


                                       24


<PAGE>



                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida, on November
15, 2000.

                                             HBOA HOLDINGS, INC.

                                             By: /s/ Edward A. Saludes
                                                --------------------------------
                                                 Edward A. Saludes
                                                 Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

         Signature                                   Title                                       Date
<S>                                         <C>                                           <C>
/s/ Edward A. Saludes                       Chief Executive Officer,                      November 15, 2000
--------------------------------------      President and Director
Edward A. Saludes                           (Principal Executive Officer)


/s/ Gary Verdier                            Chairman and Director                         November 15, 2000
--------------------------------------
Gary Verdier

/s/ Harvey Judkowitz                        Chief Financial Officer and                   November 15, 2000
--------------------------------------      Director (Principal Accounting
Harvey Judkowitz                            and Financial Officer)


/s/ William Shope                           Vice President of Operations                  November 15, 2000
--------------------------------------
William Shope

/s/ Robert C. Fivian                        Director                                      November 15, 2000
--------------------------------------
Robert C. Fivian

/s/ Marion Wolf                             Director                                      November 15, 2000
--------------------------------------
Marion Wolf

/s/ Carl F. Wolf                            Director                                      November 15, 2000
--------------------------------------
Carl F. Wolf
</TABLE>

                                       25
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 81767}]
{"company-data": {"conformed-name": "MIZAR ENERGY CO", "cik": "0001042463", "assigned-sic": "1382", "irs-number": "841365443", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50076", "film-number": "771531"}, "business-address": {"street1": "2400 E COMMERCIAL BLVD", "street2": "SUITE 1100", "city": "FT LAUDERDALE", "state": "FL", "zip": "33308", "phone": "3039329998"}, "mail-address": {"street1": "2400 E COMMERCIAL BLVD", "street2": "SUITE 1100", "city": "FT LAUDERDALE", "state": "FL", "zip": "33308"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2000

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                               HBOA HOLDINGS, INC.
            (Exact name of registration as specified in its charter)

         Florida                                       33-0231238
(State or other jurisdiction                (I.R.S. Employer Identification No.)
   of incorporation or organization)

                         2400 East Commercial Boulevard
                                    Suite 221
                            Fort Lauderdale, FL 33308
                                 (954) 938-8010
          (Address and Telephone Number of Principal Executive Offices)

                          2000 Equity Compensation Plan
                            (Full Title of the Plan)

                                   Copies to:

         Edward A. Saludes                          Steven I. Weinberger, Esq.
      Chief Executive Officer                          Atlas Pearlman, P.A.
        HBOA Holdings, Inc.                         350 East Las Olas Boulevard
  2400 East Commercial Boulevard                            Suite 1700
             Suite 221                               Fort Lauderdale, FL 33301
     Fort Lauderdale, FL 33308                            (954) 763-1200
          (954) 938-8010
CALCULATION OF REGISTRATION FEE
================================================================================================================

                                                      Proposed              Proposed
                                                       maximum               maximum
                                                      offering              aggregate            Amount of
  Title of securities         Amount to be            price per             offering           registration
   to be registered            registered             share                 price                   fee

================================================================================================================
Common Stock, $.001
par value per share (1)      1,450,000 shares               $1.88        $2,726,000               $  758.00

Common Stock, $.001
par value per share (2)      1,250,000 shares               $1.50        $1,875,000               $  521.00
                                                                                                  ---------

                                                                                                  $1,279.00
                                                                                                  =========
-----------------------------------------------------------------------------------------------------------------

(1)      Calculated in accordance with Rule 457 based upon the average of the closing bid and asked prices on
         November 14, 2000.

(2)      Calculated in accordance with Rule 457 based upon the price at which outstanding options are exercisable.
PROSPECTUS

                               HBOA HOLDINGS, INC.

                        2,700,000 Shares of Common Stock

                                ($.001 par value)

                             Issued Pursuant to the
                HBOA Holdings, Inc. 2000 Equity Compensation Plan

         This prospectus forms a part of a registration statement which
registers an aggregate of 2,700,000 shares of common stock, that are
collectively referred to as the "Shares", of HBOA Holdings, Inc. ("HBOA", "we",
"us" or "our"). The Shares may be issued to our officers, directors, key
employees and consultants as restricted stock grants ("Stock Grants") and upon
the exercise of non-qualified or incentive stock options ("Options") to purchase
shares of our common stock under our 2000 Equity Compensation Plan (the "Plan").
Individuals or entities that are issued Shares are sometimes collectively
referred to as the "selling securityholders." The selling securityholders may
sell all or a portion of the Shares from time to time in the over-the-counter
market, in negotiated transactions, directly or through brokers or otherwise,
and at market prices prevailing at the time of such sales or at negotiated
prices. We will not receive any proceeds from sales by selling securityholders,
except upon exercise of Options.

         Our common stock is currently traded on the OTC Bulletin Board under
the symbol "MIZR." In the near future, we intend to change our trading symbol
to make it more reflective of our new name.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the Shares shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof.

                                   ---------

         These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                                   ---------

         This prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this prospectus is November 16, 2000.

                                        1
TABLE OF CONTENTS
                               -----------------

     Available Information

     Incorporate of Certain Documents by Reference

     The Company

     Risk Factors

     Use of Proceeds

     HBOA Holdings, Inc. 2000 Equity Compensation Plan

     Sales by Selling Securityholders

     Plan of Distribution

     Description of Securities

     Legal Matters

     Experts

     Indemnification

                                       2
AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a website on the internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

         We have filed with the Commission a registration statement on Form S-8
under the Securities Act of 1933, as amended, covering the Shares. This
prospectus, which comprises Part I of the registration statement, omits certain
information contained in the registration statement. For further information
with respect to us and the Shares offered by this prospectus, reference is made
to the entire registration statement, including the exhibits thereto. Statements
in this prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the registration statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of the exhibit or other document to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the registration
statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge or
at the Commission's website at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

         o        Annual Report on Form 10-KSB for the year ended December 31,
                  1999, filed on March 31, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended March
                  31, 2000, filed on May 15, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2000, filed on August 15, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 2000, filed on November 14, 2000;

         o        Current Report on Form 8-K filed December 30, 1999;

         o        Current Report on Form 8-K filed March 16, 2000;

         o        Current Report on Form 8-K filed June 13, 2000;

                                        3
o        Current Report on Form 8-K/A filed August 16, 2000; and

         o        Definitive Proxy Statement filed October 24, 2000.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, HBOA Holdings, Inc., 2400 East
Commercial Boulevard, Suite 221, Fort Lauderdale, Florida 33308.

                                   THE COMPANY

         This prospectus contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from the results
discussed in the forward-looking statements. You are urged to read this
prospectus carefully and in its entirety.

         HBOA Holdings, Inc. intends to be the premier Internet portal through
which home based business owners obtain the products, services and information
necessary to start, expand and profitably run their businesses. We believe we
are well positioned to exploit the Internet revolution that is transforming the
worlds of business and communications. Through the Internet, HBOA provides 27
million home based business owners with the essential products, services and
information necessary to start, expand and profitably run their businesses. We
consolidate the business function typically found in large institutions into one
convenient business portal. This eliminates duplication, provides easier access
to the many services that were heretofore found primarily only in large
companies. The small business owners should expect to be better able to grow
revenues while reducing costs. Up to this time, only corporate giants have had
this facility at their fingertips.

         Historically, when you operate a business out of your home either full
or part time you are truly "Home Alone." No one is there to supervise, motivate,
brainstorm with, and most importantly, assist you. In the corporate world
shipping packages, buying office supplies, calling your attorney, checking with
your accountant, doing market research, checking credit, having access to
various forms of insurance, purchasing a computer, selecting a phone carrier,
and a host of other tasks seem almost mundane. When you operate your business on
your own, these tasks can seem

                                        4
monumental, overwhelming, and very time consuming. Our success will focus
squarely on our ability to insure that our client base never feels that they are
"Home Alone." We are committed to insuring that the customers (members) of the
HBOA.com family feel as if they have a staff of experts to call on in the office
next to theirs. We will supply them with a support staff at their beck and call,
a shipping department at their fingertips, and technical and research assistants
on-call. We will provide the members of the HBOA.com family all of these
services and a great many more, twenty- four hours a day, through HBOA's Virtual
Office.

         The Company changed its name from Mizar Energy Company to HBOA
Holdings, Inc. in November 2000 to reflect its focus of operations.

                                  RISK FACTORS

         In evaluating us, the following risk factors should be considered:

We have a limited operating history upon which to base an evaluation of us

         Mr. Davis and Mr. Lee's sale of 850,000 shares of our common stock to
HBOA on December 28, 1999 resulted in a change in control and a change in our
management. At this time, we began to focus on HBOA's internet operations.
Accordingly, you have a relatively short operating history upon which you can
evaluate our business and prospects. You should consider our prospects in light
of the risks, expenses and difficulties frequently encountered by early-stage
Internet companies. As an early-stage company, we have an evolving and
unpredictable business model, we face intense competition and must effectively
manage our growth and respond quickly to rapid changes in customer demands and
industry standards. We may not succeed in addressing these challenges and risks.

We have a history of operating losses and expectation of future losses

         For the period from inception through September 30, 2000, we incurred a
net loss of $890,110. We do not anticipate that we will earn a profit during the
2000 fiscal year. Although we have been developing our HBOA web site and seeking
strategic alliances or acquisitions, there can be no assurances that we will be
able to finalize any definitive agreements with any third parties. There can be
no assurances that our plans will ever be achieved or that any of the assumption
made in our favor will prove to be correct. Even if the assumptions in our
business plan prove to be correct, there can be no assurance that we will not
incur substantial operating losses. Furthermore, there can be no assurances that
our Internet-based business strategy will enable us to achieve profitable
operations in the future.

We will encounter risks of entering new business areas, strategic alliances and
acquisitions

         We intend to expand our operations by expanding our product and service
offerings, entering into strategic alliances with other companies and/or by
making acquisitions of other companies. This will require significant additional
expense and could strain our management, financial and operational resources.
The process of expanding our product and service offerings, entering into
strategic alliances or integrating an acquired business into ours may result in
unforeseen operating difficulties and expenditures and may absorb significant
management

                                        5
attention that would otherwise be available for ongoing development of our
business. Moreover, there can be no assurances that the anticipated benefits of
any acquisition will be realized. Further, strategic alliances of acquisitions
could result in potentially dilutive issuances of equity securities, the
incurrence of debt, contingent liabilities and or amortization expenses related
to goodwill and other intangible assets, which could materially adversely affect
our business, technologies, services or products and might require us to obtain
additional equity or debt financing, which might not be available on terms
favorable to us, or at all, and such financing, if available, might be dilutive.

Need for Additional Capital

         As of September 30, 2000, we had cash on hand of $1,104,584. Management
expects that the cash on hand will last approximately 9 months. In the event our
plans change or our assumptions prove to be inaccurate (due to unanticipated
expenses, difficulties, delays or otherwise) we could be required to seek
additional financing. There can be no assurances that any additional financing
will be available to us when needed, on commercially reasonable terms, or at
all. Any inability to obtain additional financing when needed would have a
material adverse effect on our business, financial operations and results of
operations.

Our methods of generating revenue are relatively new and largely untested

         We intend to generate revenue through (1) membership fees, (2) the
facilitation of electronic commerce and (3) advertising revenues. These methods
of revenues generation are relatively new and largely untested. In addition, we
are also exploring strategic alliances and potential acquisitions or business
combinations.

         A portion of HBOA-derived revenues for the foreseeable future are
expected to be derived from the use of electronic commerce transactions. We will
facilitate electronic commerce by directing users who ask a shopping question to
electronic commerce merchants, some of who will compensate us for the referral.
The market for Internet products and services has only recently begun to develop
and is rapidly changing. Therefore, the success of our business depends upon the
adoption of the Internet as a medium for commerce for a broad base of customers.
If this market fails to develop or develops more slowly than expected, or if
electronic commerce services to not achieve market acceptance, we could suffer.

We will face substantial competition

         The industry in which we compete is highly competitive and highly
fragmented. The industry is characterized by the frequent introduction of new
web sites often accompanied by major advertising and promotional programs. Our
primary competition at the present time is various associations' sites, which
generally have been formed to promote such things as books/tapes, speaking
engagements or selling business opportunities. These include the American
Association of Home Based Businesses, American Home Business Association, Fran
Tarkenton Small Business Network, Home Business Institute and the Home Office
Association of America. None of the existing sites have the level of content we
anticipate providing. Additionally, we face competition from a number of small
businesses sites currently on the web or in various states of development. New
entrants to this market include Staples, Office Depot and Onvia further
validating the marketplace. While many of these competitors have significantly
greater financial, technical and

                                        6
marketing resources than we do, none focuses on the home business owner. We
offer a "single source" vertically integrated portal for home based businesses
which gives it a distinct competitive advantage. We believe providing a user
friendly technically rich and product/service complete site will attract and
retain home business owners. However, there is always the risk that competitors
will introduce better services and resources. This could also affect our ability
to keep existing customers or acquire new customers and could result in lower
net revenue and/or profits.

Our historical results may not be indicative of our future performance

         Our historical results of operations are not useful as a basis for
predicting future operating results. The merger of HBOA-DC with and into our
wholly owned subsidiary, HBOA-FL, was accounted for as a pooling of interest
transaction. As a result of the pooling of interest accounting, our historical
financial statements from prior periods have been restated to include the
operations of HBOA-DC. Prior to the merger, our revenues and expenses were
nominal. The majority of the changes in our results of operations, liquidity and
capital resources are due to the merger of HBOA- DC with and into us on May 31,
2000 and the accounting treatment of the merger as a pooling of interest.

Internet security risks may adversely affect our revenues

         A party who is able to circumvent our security measures could
misappropriate proprietary information or cause interruptions in Internet
operations. We may be required to expend significant capital and resources to
protect against the threat of such security breaches or to alleviate problems
caused by such breaches. Consumer concern over Internet security has been, and
could continue to be, a barrier to commercial activities requiring consumers to
send their credit card information over the Internet. Computer viruses,
break-ins, or other security problems could lead to misappropriation of
proprietary information and interruptions, delays, or cessation in service to
customers. Moreover, until more comprehensive security technologies are
developed, the security and privacy concerns of existing and potential customers
may inhibit the growth of the Internet as a merchandising medium.

We face governmental regulation and legal uncertainties

         We are not currently subject to direct federal, state, or local
regulation, and laws or regulations applicable to access to or commerce on the
Internet, other than regulations applicable to businesses generally. However,
due to the increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, "indecent" materials, freedom of expression, pricing, content and
quality of products and services, taxation, advertising, intellectual property
rights and information security. The adoption of any such laws or regulations
might also decrease the rate of growth of Internet use, which in turn could
decrease the demand for our products and services or increase the cost of doing
business or in some other manner have a material adverse effect on our business,
results of operations, and financial condition. In addition, applicability to
the Internet of existing laws governing issues such as property ownership,
copyrights and other intellectual property issues, taxation, libel, obscenity,
and personal privacy is uncertain. The vast majority of such laws were adopted
prior to the advent of the Internet and related technologies and, as a result,
do not contemplate or address the unique issues of the

                                        7
Internet and related technologies. We do not believe that such regulations,
which were adopted prior to the advent of the Internet, govern the operations of
our business nor have any claims been filed by any state implying that we are
subject to such legislation. There can be no assurance, however, that a state
will not attempt to impose these regulations upon us in the future or that such
imposition will not have a material adverse effect on our business, results of
operations, and financial condition.

         Several states have also proposed legislation that would limit the uses
of personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has also initiated
action against at least one online service regarding the manner in which
personal information is collected from users and provided to third parties.
Changes to existing laws or the passage of new laws intended to address these
issues, including some recently proposed changes, could create uncertainty in
the marketplace that could reduce demand for our services or increase the cost
of doing business as a result of litigation costs or increased service delivery
costs, or could in some other manner have a material adverse effect on our
business, results of operations, and financial condition. In addition, because
our services are accessible worldwide, and we facilitate sales of goods to users
worldwide, other jurisdictions may claim that we are required to qualify to do
business as a foreign corporation in a particular state or foreign country. We
are qualified to do business in Florida, and our failure to qualify as a foreign
corporation in a jurisdiction where we are required to do so could subject us to
taxes and penalties for the failure to qualify and could result in our inability
to enforce contracts in such jurisdictions. Any such new legislation or
regulation, or the application of laws or regulations from jurisdictions whose
laws do not currently apply to our business, could have a material adverse
effect on HBOA's business, results of operations, and financial condition.

Regulatory changes could subject us to liability for sales and other taxes

         We do not currently collect sales or other similar taxes in respect of
the delivery of our products into states other than California where we collect
sales taxes for sales of tangible products. New state tax regulations may
subject us to the assessment of sales and income taxes in additional states.
Although the Internet Tax Freedom Act precludes for a period of three years the
imposition of state and local taxes that discriminate against or single out the
Internet, it does not impact currently existing taxes. Tax authorities in a
number of states are currently reviewing the appropriate tax treatment of
companies engaged in Internet retailing and are currently considering an
agreement with certain of these companies regarding the assessment and
collection of sales taxes. We are not a party to any such discussions.

If we cannot keep pace with rapid technological changes to which our industry is
subject, we cannot succeed

         The market in which we compete is characterized by frequent new product
introductions, rapidly changing technology, and the emergence of new industry
standards. The rapid development of new technologies increases the risk that
current or new competitors will develop products or services that reduce the
competitiveness of and are superior to, our products and services. Our future
success will depend to a substantial degree upon our ability to develop and
introduce in a timely fashion new products and services and enhancements to our
existing products and services that meet changing customer requirements and
emerging industry standards. The

                                        8
development of new, technologically advanced products and services is a complex
and uncertain process requiring high levels of innovation, as well as the
accurate anticipation of technological and market trends. There is a potential
for product development delay due to the need to comply with new or modified
standards. There can be no assurance that we will be able to identify, develop,
market, support, or manage the transition to new or enhanced products or
services successfully or on a timely basis, that new products or services will
be responsible to technological changes or will gain market acceptance, or that
we will be able to respond effectively to announcements by competitors,
technological changes, or emerging industry standards. Our business, results of
operations, and financial condition would be materially and adversely affected
if we were to be unsuccessful, or to incur significant delays in developing and
introducing new products, services, or enhancements.

We depend upon, but there is no assurance of, continued growth in use of the
internet

         Our market is new and rapidly evolving. Our business would be adversely
affected if Internet usage does not continue to grow, particularly usage by home
business owners. A number of factors may inhibit Internet usage, including
inadequate network infrastructure, security concerns, inconsistent quality of
service, and lack of availability of cost-effective, high-speed service. If
Internet usage grows, the Internet infrastructure may not be able to support the
demands placed on it by this growth and its performance and reliability may
decline. In addition, web sites have experienced interruptions in their service
as a result of outages and other delays occurring throughout the Internet
network infrastructure. If these outages or delays frequently occur in the
future, Internet usage, as well as the usage of our web sites, could grow more
slowly or decline.

We could be subject to claims for damages for information retrieved from the web

         Because users of our web site may distribute our content to others,
third parties might sue us for defamation, negligence, copyright or trademark
infringement, personal injury or other matters. These types of claims have been
brought, sometimes successfully, against online services in the past. Others
could also sue us for the content that is accessible from our web site through
links to other web sites or through content and materials that may be posed by
members in chat rooms or bulletin boards. We also intend to offer e-mail
services, which may subject us to potential risks, such as liabilities or claims
resulting from unsolicited e-mail (spamming), lost or misdirected messages,
illegal or fraudulent use of e-mail or interruptions or delays in e-mail
service.

          We also may enter into agreements with commerce partners and sponsors
that entitle us to receive a share of any revenue from the purchase of goods and
services through direct links from our web sites to their web sites. Such
arrangements may subject us to additional claims, including potential
liabilities to consumers of such products and services, because we provide
access to such products or services, even if we do not provide such products or
services our self. While our agreements with these parties often provide that we
will be indemnified against such liabilities, such indemnification, if
available, may not be adequate. Our insurance may not adequately protect us
against these types of claims.

                                        9
E-commerce is an emerging marketing vehicle and we could become subject to
product liability claims

         We plan to develop a range of products targeted specifically at home
business owners. We also may foster relationships with manufacturers or
companies to offer such products directly on our web site. Such a strategy
involves numerous risks and uncertainties. We have very limited experience in
the sale of products online and the development of relationships with
manufacturers or suppliers of such products. Consumers may sue us if any of the
products that we sell are defective, fail to perform properly or injure the
user. Our agreements with manufacturers will typically contain provisions
intended to limit our exposure to liability claims. These limitations may not
however prevent all potential claims. Liability claims could require us to spend
significant time and money in litigation or to pay significant damages. As a
result, any such claims, whether or not successful, could seriously damage our
reputation and our business.

We cannot be assured of the reliability of our web site and technology and we
face a risk of capacity constraints

         The performance, reliability and availability of our web site, systems
and network infrastructure will be critical to our business. Our web site is
hosted by a server owned and operated by a third party, limiting the extent to
which we have control over, or the ability to cure, technical problems, which
may arise. Any systems problems that result in the unavailability of our web
site or interruption of information or access of information to members through
the web site would diminish our effectiveness as a means of promoting business.

         If the volume of traffic on our web site is greater than anticipated,
we will be required to expand and upgrade our web site and related
infrastructure. Although we intend that our systems will be designed for
scalability, the can be no assurance that the systems will be fully scalable.
Any inability to add additional software and hardware to accommodate increased
usage may cause unanticipated systems disruptions and degradation in levels of
service to customers. There can be no assurance that we will be able to
effectively upgrade and expand our web site in a timely manner or to integrate
smoothly any newly developed or purchased technology with existing systems. Any
inability to do so would have a material adverse effect on our business,
prospects, financial condition and results of operations.

Our future success depends on our ability to retain key personnel

         We depend upon the services of our executive officers and principal
employees and consultants (particularly Gary Verdier and Edward Saludes) to
manage and implement our business strategy. The loss of services of Gary Verdier
and Edward Saludes could have a material adverse effect on our business
operations, financial conditions and results of operations. If our operations
expand, we will also be dependent upon our ability to attract and retain
additional qualified employees and consultants. There is significant competition
for qualified personnel, and there can be no assurances that we will be
successful in recruiting, retaining or training the management personnel we
require.

                                       10
There is only a limited public market for our shares and if an active market
does not develop, investors may have difficulty selling their shares

         There is a limited public market for our common stock. We cannot
predict the extent to which investor interest in us will lead to the development
of an active trading market or how liquid that trading market might become. If a
trading market does not develop or is not sustained, it may be difficult for
investors to sell shares of our common stock at a price that is attractive. As a
result, an investment in our common stock may be illiquid and investors may not
be able to liquidate their investment readily or at all when he/she desires to
sell.

                                USE OF PROCEEDS

         Since we have not granted all the options under our Stock Option Plan,
we do not know the total amount of proceeds that we will receive if our
employees exercise options granted to them under our Stock Option Plan. We
intend to use any proceeds from the exercise of options for working capital.

                HBOA HOLDINGS, INC. 2000 EQUITY COMPENSATION PLAN

Introduction

         The following descriptions summarize certain provisions of our 2000
Equity Compensation Plan. This summary is not complete and is qualified by
reference to the full text of the Plan. A copy of the Plan has been filed as an
exhibit to the registration statement of which this prospectus is a part. Each
person receiving a Plan Option or Stock Award under the Plan should read the
Plan in its entirety.

         On October 10, 2000, our Board of Directors adopted the Plan, and on
November 10, 2000, our stockholders approved the Plan. As of November 10, 2000,
Plan Options to purchase 1,250,000 Shares had been granted and may be exercised.
No Stock Grants had yet been awarded.

         The purpose of the Plan is to encourage stock ownership by our
officers, directors, key employees and consultants, and to give such persons a
greater personal interest in the success of our business and an added incentive
to continue to advance and contribute to us. Our Board of Directors, or a
committee of the Board, will administer the Plan including, without limitation,
the selection of the persons who will be awarded Stock Grants and granted Plan
Options, the type of Plan Options to be granted, the number of shares subject to
each Plan Option and the Plan Option exercise price.

         Plan Options may either be options qualifying as incentive stock
options ("Incentive Options") under Section 422 of the Internal Revenue Code of
1986, as amended, or options that do not so qualify ("Non-Qualified Options").
In addition, the Plan allows for the inclusion of a reload option provision
("Reload Option"), which permits an eligible person to pay the exercise price of
the Plan Option with shares of common stock owned by the eligible person and
receive a new Plan Option to purchase shares of common stock equal in number to
the tendered shares. Any Incentive Option granted under the Plan must provide
for an exercise price of not less than 100% of the fair market value of the
underlying shares on the date of grant, but the exercise price of any Incentive
Option granted to an eligible employee owning more than 10% of our outstanding
common stock must not be less than 110% of fair market value on the date of the
grant. The term of each Plan Option and the manner in which it may be exercised
is determined by the Board of Directors or the committee, provided that no Plan
Option may be exercisable more than ten years after the date of

                                       11
its grant and, in the case of an Incentive Option granted to an eligible
employee owning more than 10% of the common stock, no more than five years after
the date of the grant.

Eligibility

         Our officers, directors, key employees and consultants are eligible to
receive Stock Grants and Non-Qualified Options under the Plan. Only our
employees are eligible to receive Incentive Options.

Administration

         The Plan will be administered by our Board of Directors or an
underlying committee (the "Committee"). The Board of Directors or the Committee
determines from time to time those of our officers, directors, key employees and
consultants to whom Stock Grants or Plan Options are to be granted, the terms
and provisions of the respective option agreements, the time or times at which
such Plan Options shall be granted, the type of Plan Options to be granted, the
dates such Plan Options become exercisable, the number of shares subject to each
Plan Option, the purchase price of such shares and the form of payment of such
purchase price. All other questions relating to the administration of the Plan,
and the interpretation of the provisions thereof and of the related option
agreements, are resolved by the Board or Committee.

Shares subject to awards

         We have reserved 2,700,000 of our authorized but unissued shares of
common stock for issuance under the Plan (the "Shares"), and a maximum of
2,700,000 Shares may be issued, unless the Plan is subsequently amended (subject
to adjustment in the event of certain changes in our capitalization), without
further action by our Board of Directors and shareholders, as required. Subject
to the limitation on the aggregate number of Shares issuable under the Plan,
there is no maximum or minimum number of Shares as to which a Stock Grant or
Plan Option may be granted to any person. Shares used for Stock Grants and Plan
Options may be authorized and unissued shares or shares reacquired by us,
including shares purchased in the open market. Shares covered by Plan Options
which terminate unexercised will again become available for grant as additional
Plan Options, without decreasing the maximum number of shares issuable under the
Plan, although such shares may also be used by us for other purposes.

         The Plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the Plan or subject to
unexercised Plan Options and in the purchase price per share under such Plan
Options. Any adjustment, however, does not change the total purchase price
payable for the shares subject to outstanding Plan Options. In the event of our
proposed dissolution or liquidation, a proposed sale of all or substantially all
of our assets, a merger or tender offer for our shares of common stock, the
Board of Directors may declare that each Plan Option granted under this Plan
shall terminate as of a date to be fixed by the Board of Directors; provided
that not less than 30 days written notice of the date so fixed shall be given to
each Eligible Person holding an Option, and each such Eligible Person shall have
the right, during the period of 30 days preceding such termination, to exercise

                                       12
his Plan Option as to all or any part of the Shares, including Shares as to
which such Plan Option would not otherwise be exercisable.

Terms of Exercise

         The Plan provides that the Plan Options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified by
the Committee or by the Board of Directors.

         The Plan provides that, with respect to Incentive Stock Options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock, with respect to which Incentive Stock Options are
first exercisable by any option holder during any calendar year shall not exceed
$100,000.

Exercise Price

         The purchase price for shares subject to Incentive Stock Options must
be at least 100% of the fair market value of our common stock on the date the
option is granted, except that the purchase price must be at least 110% of the
fair market value in the case of an Incentive Stock Option granted to a person
who is a "10% stockholder." A "10% stockholder" is a person who owns (within the
meaning of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time
the Incentive Stock Option is granted, shares possessing more than 10% of the
total combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.

         The exercise price of Non-Qualified Options shall be determined by the
Board of Directors or the Committee but shall not be less than 75% of the fair
market value (but in no event less than the par value) of one share of our
Common Stock on the date the Option is granted.

         The per Share purchase price of Shares issuable upon exercise of a Plan
Option may be adjusted in the event of certain changes in our capitalization,
but no such adjustment shall change the total purchase price payable upon the
exercise in full of Plan Options granted under the Plan.

Manner of Exercise

         Plan Options are exercisable by delivery of written notice to us
stating the number of Shares with respect to which the Plan Option is being
exercised, together with full payment of the purchase price therefor. Payment
shall be in cash, checks, certified or bank cashier's checks, promissory notes
secured by the Shares issued through exercise of the related Options, shares of
Common Stock or in such other form or combination of forms which shall be
acceptable to the Board of Directors or the Committee, provided that any loan or
guarantee by us of the purchase price may only be made upon resolution of the
Board or Committee that such loan or guarantee is reasonably expected to benefit
us.

                                       13
Option Period

         All Incentive Stock Options shall expire on or before the tenth (10th)
anniversary of the date the option is granted except as limited above. However,
in the case of Incentive Stock Options granted to an eligible employee owning
more than 10% of the common stock, these options will expire no later than five
years after the date of the grant. Non-Qualified Options shall expire ten (10)
years and one (1) day from the date of grant unless otherwise provided under the
terms of the option grant.

Termination

         All Plan Options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die (i)
while our employee or (ii) within three months after termination of his
employment by us because of his disability, or retirement or otherwise, his or
her Options may be exercised, to the extent that the optionee shall have been
entitled to do so on the date of his death or such termination of employment, by
the person or persons to whom the optionee's right under the Option pass by will
or applicable law, or if no such person has such right, by his executors or
administrators.

         In the event of termination of employment because of his death while an
employee or because of disability, his Options may be exercised not later than
the expiration date specified in the Option or one year after the optionee's
death, whichever date is earlier, or in the event of termination of employment
because of retirement or otherwise, not later than the expiration date specified
in the Option or one year after the optionee's death, whichever date is earlier.

         If an optionee's employment by us terminates because of his disability
and such optionee has not died within the following three months, he may
exercise his Options, to the extent that he shall have been entitled to do so at
the date of the termination of his employment, at any time, or from time to
time, but not later than the expiration date specified in the Option or one year
after termination of employment, whichever date is earlier.

         If an optionee's employment shall terminate for any reason other than
death or disability, optionee may exercise the Options to the same extent that
the Options were exercisable on the date of termination, for up to three (3)
months following such termination, or on or before the expiration date of the
Options, whichever occurs first. In the event that the optionee was not entitled
to exercise the Options at the date of termination or if the optionee does not
exercise such Options (which he or she was entitled to exercise) within the time
specified herein, the Options shall terminate.

         If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise his Option shall
terminate not later than ninety (90) days following the date of such termination
of employment.

                                       14
Modification and Termination of Plans

         The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any holder
of a Stock Grant or optionee who has prior thereto been granted options under
the Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the aggregate number of Shares subject to this Plan (except for
adjustments due to changes in our capitalization), or (b) changing the
definition of "Eligible Person" under this Plan, may be effective unless and
until approved by our Shareholders in the same manner as approval of this Plan
is required. Any such termination of the Plan shall not affect the validity of
any Stock Grants or Plan Options previously granted thereunder. Unless the Plan
shall theretofore have been suspended or terminated by the Board of Directors,
the Plan shall terminate on October 10, 2010.

Federal Income Tax Effects

         The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on September 30, 2000. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

         An employee granted an Incentive Stock Option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of Common Stock received
upon exercise of the Incentive Stock Option over the Option exercise price is an
item of tax preference under Section 57(a)(3) of the Code and may be subject to
the alternative minimum tax imposed by Section 55 of the Code. Upon disposition
of stock acquired on exercise of an Incentive Stock Option, long-term capital
gain or loss is recognized in an amount equal to the difference between the
sales price and the Incentive Stock Option exercise price, provided that the
option holder has not disposed of the stock within two years from the date of
grant and within one year from the date of exercise. If the Incentive Stock
Option holder disposes of the acquired stock (including the transfer of acquired
stock in payment of the exercise price of an Incentive Stock Option) without
complying with both of these holding period requirements ("Disqualifying
Disposition"), the option holder will recognize ordinary income at the time of
such Disqualifying Disposition to the extent of the difference between the
exercise price and the lesser of the fair market value of the stock on the date
the Incentive Stock Option is exercised (the value six months after the date of
exercise may govern in the case of an employee whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities Exchange Act of
1934) or the amount realized on such Disqualifying Disposition. Any remaining
gain or loss is treated as a short-term or long-term capital gain or loss,
depending on how long the shares are held. In the event of a Disqualifying
Disposition, the Incentive Stock Option tax preference described above may not
apply (although, where the Disqualifying Disposition occurs subsequent to the
year the Incentive Stock Option is exercised, it may be necessary for the
employee to amend his return to eliminate the tax preference item previously
reported). We are not entitled to a tax deduction upon either

                                       15
exercise of an Incentive Stock Option or disposition of stock acquired pursuant
to such an exercise, except to the extent that the Option holder recognized
ordinary income in a Disqualifying Disposition.

         If the holder of an Incentive Stock Option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the Incentive Stock Option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the Incentive Stock Option. If an exercise is
effected using shares previously acquired through the exercise of an Incentive
Stock Option, the exchange of the previously acquired shares will be considered
a disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         In respect to the holder of Non-Qualified Options, the option holder
does not recognize taxable income on the date of the grant of the Non-Qualified
Option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
Non-Qualified Options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

         In connection with the issuance of Stock Grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock Grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
Stock Grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the Stock Grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross

                                       16
income the fair market value of the Stock Grant received once the conditions to
receipt of the Stock Grant are satisfied.

Restrictions Under Securities Laws

         The sale of the Shares must be made in compliance with federal and
state securities laws. Our officers, directors and 10% or greater shareholders,
as well as certain other persons or parties who may be deemed to be "affiliates"
of ours under federal securities laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration statement,
Rule 144 or other applicable exemption. Our officers, directors and 10% and
greater stockholders may also be subject to the "short swing" profit rule of
Section 16(b) of the Securities Exchange Act of 1934.

                        SALES BY SELLING SECURITYHOLDERS

         The following table sets forth

         o        the name of the selling securityholders,

         o        the amount of shares of common stock held directly or
                  indirectly,

         o        the maximum amount of shares of common stock to be offered by
                  the selling securityholders,

         o        the amount of common stock to be owned by the selling
                  securityholders following sale of the shares of common stock,
                  and

         o        the percentage of shares of common stock to be owned by the
                  selling securityholders following completion of such offering
                  (based on 10,050,000 shares of common stock of HBOA
                  outstanding at October 31, 2000).
Percentage
                                                                            Shares to be           to be Owned
Name of Selling                     Number of             Shares to          Owned After             After
Security Holder                   Shares Owned           be Offered           Offering              Offering
---------------                   ------------           ----------         ------------           -----------
Edward A. Saludes
(CEO and Director)                   100,000               950,000 (1)         50,000                 0.5%

Harvey Judkowitz
(CFO and Director)                         0 (2)            40,000              - 0 -                   -

William C. Shope
(V.P. Operations)                          0 (2)           100,000              - 0 -                   -
----------------

(1) Excludes options to purchase 40,000 shares of our common stock at an
exercise price of $1.50 per share. As of October 31, 2000, no options are
vested.

(2) Excludes options to purchase 100,000 shares of our common stock at an
expercise price of $1.50 per share. As of October 31, 2000, no options are
vested.

                                     17
All of these shares underlie options exercisable at $1.50 per share. Shares
owned by Mr. Saludas includes options to purchase 50,000 shares which have
vested as of October 31, 2000, but does not include option to purchase 900,000
shares which have not vested at that date.

                              PLAN OF DISTRIBUTION

         The shares covered by this prospectus may be distributed from time to
time by the selling securityholders in one or more transactions that may take
place on the over-the-counter market. These include ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker-dealers for resale of these shares as principals, at market prices
existing at the time of sale, at prices related to existing market prices,
through Rule 144 transactions or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the selling
securityholders in connection with sales of securities.

         The selling securityholders may sell the securities in one or more of
the following methods, which may include crosses or block transactions:

         o        through the "pink sheets", on the over-the-counter Bulletin
                  Board, or on such exchanges or over-the-counter markets on
                  which our shares may be listed from time-to-time, in
                  transactions which may include special offerings, exchange
                  distributions and/or secondary distributions, pursuant to and
                  in accordance with the rules of such exchanges, including
                  sales to underwriters who acquire the shares for their own
                  account and resell them in one or more transactions or through
                  brokers, acting as principal or agent;

         o        in transactions other than on such exchanges or in the
                  over-the-counter market, or a combination of such
                  transactions, including sales through brokers, acting as
                  principal or agent, sales in privately negotiated
                  transactions, or dispositions for value by any selling
                  securityholder to its partners or members, subject to rules
                  relating to sales by affiliates;

         o        through the issuance of securities by issuers other than us,
                  convertible into, exchangeable for, or payable in our shares;
                  or

         o        through the writing of options on our shares, whether or not
                  such options are listed on an exchange, or other transactions
                  requiring delivery of our shares, or the delivery of our
                  shares to close out a short position.

Any such transactions may be effected at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices
or at fixed prices.

         In making sales, brokers or dealers used by the selling securityholders
may arrange for other brokers or dealers to participate. The selling
securityholders who are affiliates of HBOA and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation.

                                       18
At the time a particular offer of the securities is made by or on
behalf of a selling securityholder, to the extent required, a prospectus is to
delivered. The prospectus will include the number of shares of common stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the shares of common stock purchased from the selling securityholders, and any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
and the proposed selling price to the public.

         We have told the selling securityholders that the anti-manipulative
rules under the Securities Exchange Act of 1934, including Regulation M, may
apply to their sales in the market. We have provided each of the selling
securityholders with a copy of these rules. We have also told the selling
securityholders of the need for delivery of copies of this prospectus in
connection with any sale of securities that are registered by this prospectus.

         Sales of securities by us and the selling securityholders or even the
potential of these sales may have a negative effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

Common Stock

         We are authorized to issue (i) 25,000,000 shares of common stock, $.001
par value per share and (ii) 10,000,000 shares of preferred stock, $.001 par
value per share. As of October 31, 2000, there were issued and outstanding,
10,050,000 shares of common stock and no shares of preferred stock.

         Common stockholders share dividends on a proportionate basis, as may be
declared by the board of directors. Upon our liquidation, dissolution or winding
up, after payment to creditors, our assets will be divided proportionately on a
per share basis among the holders of our common stock.

         Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Our By-Laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.

Preferred Stock

         We may issue preferred stock from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other rights, including voting rights, qualifications, limitations or
restrictions as are determined by our Board of Directors. We have no present
intention of issuing shares of preferred stock.

                                       19
Transfer Agent

         The transfer agent and registrar for our common stock is Corporate
Stock Transfer, Inc., telephone number (303) 282-4800.

                                  LEGAL MATTERS

         Certain legal matters in connection with the securities being offered
hereby will be passed upon for us by Atlas Pearlman, P.A., 350 East Las Olas
Boulevard, Suite 1700, Fort Lauderdale, Florida 33301.

                                     EXPERTS

         Our consolidated financial statements appearing in our Annual Report on
Form 10-KSB, for the fiscal year ended December 31, 1999, have been audited by
Sewell & Company, P.A., Independent Certified Public Accountants, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein in reliance upon
the reports of Sewell & Company, P.A., pertaining to such financial statements
(to the extent covered by consents filed with the Commission) given upon the
authority of such firm as experts in accounting and auditing.

                                 INDEMNIFICATION

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

         (a)      the officer or director conducted himself or herself in good
faith;

         (b)      his or her conduct was in our best interests, or if the
conduct was not in an official capacity, that the conduct was not opposed to our
best interests; and

         (c)      in the case of a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director are found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

                                       20
PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference
-------           ---------------------------------------

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

         o        Annual Report on Form 10-KSB for the year ended December 31,
                  1999, filed on March 31, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended March
                  31, 2000, filed on May 15, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended June 30,
                  2000, filed on August 15, 2000;

         o        Quarterly Report on Form 10-QSB for the quarter ended
                  September 30, 2000, filed on November 14, 2000;

         o        Current Report on Form 8-K filed December 30, 1999;

         o        Current Report on Form 8-K filed March 16, 2000;

         o        Current Report on Form 8-K filed June 13, 2000;

         o        Current Report on Form 8-K/A filed August 16, 2000;

         o        Definitive Proxy Statement filed October 24, 2000;

         o        All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Registrant's document referred to in (a) above; and

         o        The description of the Common Stock of the Company which is
                  contained in a Registration Statement filed under the Exchange
                  Act, including any amendment or report filed for the purpose
                  of updating such description.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such

                                       21
documents. Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, HBOA Holdings, Inc., 2400 East
Commercial Boulevard, Suite 221, Fort Lauderdale, Florida 33308.

Item 4.           Description of Securities
-------           -------------------------

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

Item 5.           Interests of Named Experts and Counsel
-------           --------------------------------------

         Not Applicable.

Item 6.           Indemnification of Directors and Officers
-------           -----------------------------------------

         The Florida Business Corporation Act allows us to indemnify each of our
officers and directors who are made a party to a proceeding if

         (a)      the officer or director conducted himself or herself in good
faith;

         (b)      his or her conduct was in our best interests, or if the
conduct was not in an official capacity, that the conduct was not opposed to our
best interests; and

         (c)      in the case of a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was unlawful.

We may not indemnify our officers or directors in connection with a proceeding
by or in our right, where the officer or director was adjudged liable to us, or
in any other proceeding, where our officer or director are found to have derived
an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the securities laws,
and is, therefore unenforceable.

                                       22
Item 7.           Exemption From Registration Claimed
-------           -----------------------------------

         Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and consent to the imprinting of a legend on the
securities restricting their transferability except in compliance with
applicable securities laws.

Item 8.           Exhibits
-------           --------

         5.1      Opinion and Consent of Atlas Pearlman, P.A. [includes Exhibit
                  23(i)].*

         10.1     2000 Equity Compensation Plan.*

         23.1     Consent of Independent Certified Public Accountants.*

--------------------
*        Filed herewith.

Item 9.           Undertakings
-------           ------------

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or n the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                                       23
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  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.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.

         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
against such liabilities (other than the payment by the registrant in the
successful defense of an 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 precedent, 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.

                                       24
SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida, on November
15, 2000.

                                             HBOA HOLDINGS, INC.

                                             By: /s/ Edward A. Saludes
                                                --------------------------------
                                                 Edward A. Saludes
                                                 Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                   Title                                       Date
/s/ Edward A. Saludes                       Chief Executive Officer,                      November 15, 2000
--------------------------------------      President and Director
Edward A. Saludes                           (Principal Executive Officer)

/s/ Gary Verdier                            Chairman and Director                         November 15, 2000
--------------------------------------
Gary Verdier

/s/ Harvey Judkowitz                        Chief Financial Officer and                   November 15, 2000
--------------------------------------      Director (Principal Accounting
Harvey Judkowitz                            and Financial Officer)

/s/ William Shope                           Vice President of Operations                  November 15, 2000
--------------------------------------
William Shope

/s/ Robert C. Fivian                        Director                                      November 15, 2000
--------------------------------------
Robert C. Fivian

/s/ Marion Wolf                             Director                                      November 15, 2000
--------------------------------------
Marion Wolf

/s/ Carl F. Wolf                            Director                                      November 15, 2000
--------------------------------------
Carl F. Wolf
25