As filed with the Securities and Exchange Commission on June 18, 2002
SEC File Number 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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DVD AMERICA CORPORATION
(Name of small business issuer in its charter)

NEVADA 3944 88-0370247
(State of incorporation or (Primary Standard Industrial (I.R.S. Employer
jurisdiction of organization) Classification Code Number) Identification No.)

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15303 VENTURA BOULEVARD, SUITE 1510
SHERMAN OAKS, CA 91403
(818) 380 8161
(Address and telephone number of principal executive offices)

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Alan Schram
President and Chief Executive Officer
DVD AMERICA CORPORATION
15303 VENTURA BOULEVARD, SUITE 1510
SHERMAN OAKS, CA 91403
(818) 380-8161
(Name, address and telephone number of agent for service)

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Copies of all communications, including all communications
sent to the agent for service, should be sent to:

Alan Schram
Chief Executive Officer
DVD AMERICA CORPORATION
15303 VENTURA BOULEVARD, SUITE 1510
SHERMAN OAKS, CA 91403
(818) 380-8161
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Approximate date of proposed sale to the public: From time to time after the
effective date of the registration statement until such time that all of the
shares of common stock registered hereunder have been sold.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

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

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

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

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

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CALCULATION OF REGISTRATION FEE
=========================================================================================
Title of Each Class Proposed Maximum Proposed Amount of
of Securities Being Amount Being Offering Price Maximum Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- -----------------------------------------------------------------------------------------

Common Stock, par
value $0.001 1,000,000 $.10 $100,000 $9.20
- -----------------------------------------------------------------------------------------
Total $100,000 $9.20
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(1) Estimated for purposes of computing the registration fee pursuant to
Rule 457.
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The registrant hereby amends the registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that the registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================

The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell, nor does it seek an offer to buy, these securities in any state where
the offer or sale is not permitted.

SUBJECT TO COMPLETION. DATED , 2002.

PROSPECTUS

DVD AMERICA CORPORATION

1,000,000 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders of
1,000,000 shares of our common stock. The selling stockholders will sell the
shares from time to time at $.10 per share.

No public market currently exists for the shares of common stock.

We will not receive any of the proceeds from the sale of the shares by the
selling stockholders.

As you review this prospectus, you should carefully consider the matters
described in "Risk Factors" beginning on page 2.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is June 17, 2002

TABLE OF CONTENTS

Page
----
Prospectus Summary ............................................................1
The Offering ..................................................................1
Risk Factors ..................................................................1
Cautionary Note Regarding Forward-looking Statements ..........................5
Use of Proceeds ...............................................................5
Capitalization ................................................................6
Management's Discussion and Analysis of Financial Condition and Results
of Operations .................................................................6
Dividend Policy ...............................................................7
Description of Business .......................................................7
Management ...................................................................11
Security Ownership of Certain Beneficial Owners and Management ...............11
Certain Relationships and Related Transactions ...............................12
Indemnification and Limitation of Liability of Management ....................12
Description of Securities ....................................................13
Selling Stockholders .........................................................15
Plan of Distribution .........................................................16
Market for Common Equity .....................................................17
Legal Proceedings ............................................................18
Legal Matters ................................................................18
Experts ......................................................................18
Where You Can Find More Information ..........................................18
Financial Statements ........................................................F-1

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You may rely only on the information contained in this prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus. Neither the delivery of this prospectus nor sale of common stock
means that information contained in this prospectus is correct after the date of
this prospectus.

Dealer Prospectus Delivery Obligation

Until ____, 2002 (90 days from the date of this prospectus), all dealers that
effect transactions in these securities, whether or not participants in this
offering, may be required to deliver a prospectus.

PROSPECTUS SUMMARY

DVD AMERICA CORPORATION ("DAC") was incorporated April 19, 2002 in the state of
Nevada. We seek to license entertainment themes to DVD manufacturers and to act
as an agent in licensing DVD entertainment themes developed by others. We expect
to market these themes by both direct meetings with DVD manufacturers'
representatives and through a web site that will give the manufacturers an
opportunity to review descriptions of new concepts at a single source to decide
whether a face-to-face meeting would be useful. We have had no operations to
date. We do not yet have an operational web site.

In order to gain further funding DAC sold 1,000,000 shares of our common stock
from in a private placement offering for proceeds totaling $100,000.

The Offering

Shares offered by the selling
stockholders................... 1,000,000

Common stock outstanding ...... 5,066,500

Use of proceeds................ The selling stockholders will receive the net
proceeds from the sale of shares. We will
receive none of the proceeds from the sale of
shares offered by this prospectus.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before you
purchase any of our common stock.

If any of these risks or uncertainties actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
this event you could lose all or part of your investment.

RISKS CONCERNING OUR BUSINESS

We Have No Operating History.

We are a new enterprise that has no operating history upon which an evaluation
of our business and prospects can be based. We must, therefore, be considered to
be subject to all of the risks inherent in the establishment of a new business
enterprise, including the prospective development and marketing costs, along
with the uncertainties of being able to effectively market our products. We
cannot assure you at this time that we will operate profitably or that we will
have adequate working capital to meet our obligations as they become due.
Because of our limited financial history, we believe that period-to-period
comparisons of our results of operations will not be meaningful in the short
term and should not be relied upon as indicators of future performance. (See
DESCRIPTION OF BUSINESS.)

We are Dependent Upon our President, Alan Schram. Any Reduction in His Role in
DAC Would Have a Material Adverse Effect.

The success of DAC is dependent on the continued involvement of our sole
director, President, CEO, and Chief Financial Officer, Alan Schram, who is
necessary for the Company to pursue its business plan. Any reduction of Mr.
Schram's role in the business would have a material adverse effect on DAC. DAC
does not have an employment contract with Mr. Schram. Should Mr. Schram
discontinue his involvement with the DAC, there are currently no employees, or
other officers or directors that could proceed with the management of DAC.

We Do Not Have a Lease on Our Office Space.

We currently operate out of our President's office in Sherman Oaks, California
at 15303 Ventura Boulevard, Suite 1510, Sherman Oaks, CA 91403. This space is
provided to the Company on a rent-free basis . We only have a temporary verbal
license, revocable at any time, from our President to use this office space. If
that license is revoked, we will have to find an alternative office space and we
currently would not have the resources to do so.

DVD Manufacturers May be Reluctant to Use DAC as an Agent Due to Potential
Conflicts of Interests.

DVD Manufacturers may be reluctant to use DAC as an agent due to the fact that
some of them are also in the business of inventing DVD concepts and selling
them. While most DVD manufacturers do not engage in inventing concepts and
producing content, those of them that do may be reluctant to do business with us
as we will be potential competition to them.

If the DVD concepts that we Recommend to the DVD Manufactures are Not
Commercially Successful Then Our Access to the DVD Manufacturers Will be Greatly
Reduced and Our Business Will Suffer Substantially.

Our ability to successfully market both the DVD concepts we may own and those we
represent as agent will depend on our ability to regularly bring to the DVD
manufacturers new ideas that are commercially successful. A limited number of
commercial failures of concepts we recommend would reduce the manufacturers'
confidence in us and make it difficult for us to continue to have access to key
decision makers for the DVD manufacturers, and our business would suffer
substantially.

If DVD Technology Does not Become Widely Accepted or Becomes Obsolete, it would
have a Detrimental Impact on Our Business.

Consumers may not accept DVD technology on a widespread basis, or acceptance may
be delayed, due to: (1) a reluctance by studios or others to release titles in
the DVD format; (2) consumer confusion because of competing DVD formats,
including DIVX; (3) potentially high switching costs from VHS to DVD; and (4)
the availability of pay-per-view and other forms of online transmission as an

alternative to DVD. The foregoing factors could result in delays in the
acceptance of DVD technology. Also, the electronic online delivery of
information, through distribution media including the Internet, satellites or
cable television, competes with DVD technology. Recent and continuing
developments in broadband online data delivery have led to speculation regarding
the decreasing viability of physical media including DVD products. If DVD
technology does not become widely accepted or becomes obsolete, our business
would be materially impaired.

We May Have Difficulty in Obtaining Additional Funding, If Required.

Although we believe that the funds that were raised through our most recent
private placement offering of common stock will be sufficient for our needs for
the next twelve months, if additional funds are needed, we may have difficulty
obtaining them, and we may have to accept terms that would adversely affect our
shareholders. For example, the terms of any future financings may impose
restrictions on our right to declare dividends or on the manner in which we
conduct our business. Also, lending institutions or private investors may impose
restrictions on future decisions by us to make capital expenditures,
acquisitions or asset sales.

We may not be able to locate additional funding sources at all or on acceptable
terms. If we cannot raise funds on acceptable terms, if and when needed, we may
not be able to grow our business or respond to competitive pressures or
unanticipated requirements, which could seriously harm our business.

Larger and Better Funded Competition May Make It Difficult for DAC to
Succeed.

There are many competitors that represent DVD developers and market DVD
concepts, many of which are larger and more established and with greater
experience, and financial and personal resources than DAC. These competitors'
advantages may result in the competitors having better access to DVD
manufacturers. These competitors may make it difficult for DAC to succeed.

RISKS CONCERNING OUR OFFERING

Unless a Public Market Develops for Our Common Stock, You May Not be Able to
Sell Your Shares.

There has been no public market for our common stock. There can be no assurance,
moreover, that an active trading market will ever develop or, if developed, that
it will be maintained. Failure to develop or maintain an active trading market
could negatively affect the price of our securities, and you may be unable to
sell your shares.

We Will Likely be Subject to the Penny Stock Rules.

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq Stock Market provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The rules require that a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in connection with the
transaction and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the rules generally
require that prior to a transaction in a penny stock, the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect of reducing
the liquidity of penny stocks. If our securities become subject to the penny
stock rules, investors in the offering may find it more difficult to sell their
securities. (See PLAN OF DISTRIBUTION.)

We May Not Qualify for NASD Over-the-Counter Electronic Bulletin Board
Inclusion, and Therefore You May be Unable to Sell Your Shares.

Upon completion of this offering, we will attempt to have our common stock
eligible for quotation on the NASD Over-the-Counter Electronic Bulletin Board
("OTCBB" or "Bulletin Board"). OTCBB eligible securities includes securities not
listed on NASDAQ or a registered national securities in the U.S. and that are
also required to file reports pursuant to Section 13 or 15(d) of the Securities
Act of 1933, and the company is current in its periodic securities reporting
obligations. DAC has engaged a broker/dealer to file a Form 211 with the
National Association of Securities Dealers ("NASD") in order to allow the quote
of DAC's common stock on the OTCBB. Our market maker has committed to make a
market in our securities once the Form 211 clear with the NASD. For more
information on the OTCBB see its website at www.otcbb.com. If for any reason,
however, any of our securities are not eligible for continued quotation on the
Bulletin Board or a public trading market does not develop, purchasers of the
shares may have difficulty selling their securities should they desire to do so.
If we are unable to satisfy the requirements for quotation on the Bulletin
Board, any trading in our common stock would be conducted in the
over-the-counter market in what are commonly referred to as the "pink sheets".
As a result, an investor may find it more difficult to dispose of, or to obtain
accurate quotations as to the price of, the securities offered hereby. The
above-described rules may materially adversely affect the liquidity of the
market for our securities. (See PLAN OF DISTRIBUTION.)

We Do Not Expect to Pay Dividends.

We do not anticipate paying cash dividends in the foreseeable future.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains certain financial information and statements regarding
our operations and financial prospects of a forward-looking nature. Although
these statements accurately reflect management's current understanding and
beliefs, we caution you that certain important factors may affect our actual
results and could cause such results to differ materially from any
forward-looking statements which may be deemed to be made in this Prospectus.
For this purpose, any statements contained in this Prospectus which are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the generality of the foregoing, words such as, "may", "will",
"intend", "expect", "believe", "anticipate", "could", "estimate", "plan" or
"continue" or the negative variations of those words or comparable terminology
are intended to identify forward-looking statements. There can be no assurance
of any kind that such forward-looking information and statements will be
reflective in any way of our actual future operations and/or financial results,
and any of such information and statements should not be relied upon either in
whole or in part in connection with any decision to invest in the shares.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the stockholder's shares
offered by this prospectus. All proceeds from the sale of the stockholders'
shares will be for the account of the selling shareholders.

DETERMINATION OF OFFERING PRICE

In determining the price of the stock, the market maker quoting the price will
consider factors such as the estimated enterprise value of SSI, the value of
similar companies that are already publicly traded and their experience
regarding pricing of stock of new companies. The Shares are being values at $.10
per share, which gives the Company a valuation of $250,000. We believe that
valuation is reasonable in light of the large market opportunity open for us.
There can be no assurance that an active trading market will ever develop or, if
developed, that it will be maintained. Failure to develop or maintain an active
trading market could negatively affect the price of our securities.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2002.

Current liabilities: $ -
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Stockholders' equity:
Preferred stock, $0.001 par value, 1,500,000
shares authorized, none issued and outstanding -
Common stock, $0.001 par value, 50,000,000 shares
authorized, 5,066,500 shares issued and outstanding 5,067
Additional paid-in capital 324,583
Subscriptions receivable (100,000)
Capitalization (during development stage) (229,650)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

DAC was incorporated on April 19, 2002. DAC licenses DVD concepts to DVD
manufacturers and acts as an agent in licensing DVD concepts developed by
others. In June 2002 DAC raised $100,000 to use as capital in pursuing its
business plan in a private placement to a single investor under section 4(2) of
the Securities Act of 1933. DAC's plan of operations for the next twelve months
includes hiring a web designer to build DAC's web page, and soliciting new DVD
concepts. The web page will take approximately three months to build and cost
approximately $10,000. We plan to hire a web designer later this year. We plan
for the web page to also solicit new DVD concepts. We expect to spend
approximately $10,000 on advertising to solicit DVD concepts and another
approximately $40,000 during the next twelve months for part time consulting to
further develop and research those concepts. We also plan to spend approximately
$20,000 on buying rights for DVD concepts. We now have $100,000 in cash and
expect that amount to be sufficient to fund our business plan for the first
twelve months.

From its inception to the time of filing this registration statement, DAC
had no assets or operations. We have completed a private placement providing us
with the funds to implement our business plan. The Company believes that it will
not need to raise additional funds in the next twelve months.

Intellectual Property

We have no trademark, copyright or patent protection at this time.
Generally, while some DVD concepts that we plan to acquire may be entitled to
patent protection, the majority of them will not meet the criteria for a patent
protection. Some concepts may be eligible for a limited degree of protection
provided by design and concept patents. However, in general most concepts and
designs are protected only under the law of trade secrets. Under the law of
trade secrets, the secret is legally protected only for so long as it is not
disclosed to others other than by someone under an obligation to maintain its
secrecy. Currently, DAC owns no DVD concepts. We intend to solicit new concepts
on our web site, through advertising and personal contacts, then purchase them
or the licensing rights to them, and develop and improve them.

Competition

We expect to face intense competition both in our efforts to market new DVD
concepts, designs and inventions to DVD manufacturers and in our efforts to get
new inventor customers for whom we can act as agent. There are several other
companies seeking to assist DVD concept creators. Insofar as marketing DVD
concepts and designs to the manufacturers is concerned, the major competition
will be from the manufacturers' own in-house production departments. There are
also independent DVD companies, many of which are sole proprietorships. The
principal basis on which industry participants compete is on the perceived value
of the DVD concept and the likelihood of it being manufactured and marketed.

Properties

At present, DAC owns no real property. DAC currently operates out of Alan
Schram's office at 15303 Ventura Boulevard, Suite 1510, Sherman Oaks, CA 91403.
This space is provided to the Company on a rent-free basis . The office is 2,084
Square Feet, the rent is $5,000 per month and the lease expires in June 2006.
DAC has only a temporary verbal license from Alan Schram to use this office
space. That license if revocable at any time. We believe our present office
space will be adequate for our needs for the foreseeable future, and we may not
be able to find an alternative, suitable office space should we be required to
do so.

Employees

As of March 31, 2002, we had no employees, other than our sole officer and
Director, Alan Schram. Alan Schram is not subject to any employment agreement
and is currently working for us for no pay.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
anticipate that any earnings will be retained for development and expansion of
our business and we do not anticipate paying any cash dividends in the
foreseeable future. Our board of directors has sole discretion to pay cash
dividends based on our financial condition, results of operations, capital
requirements, contractual obligations and other relevant factors.

DESCRIPTION OF BUSINESS

The Company plans to license DVD concepts and designs to DVD manufacturers
and to act as a DVD concept inventor's agent in licensing DVD concepts developed
by others. We expect to market these DVD concepts and designs by both direct
meetings with DVD manufacturers' representatives and through a web site that
will give the manufacturers an opportunity to review pictures and descriptions
of new concepts at a single source to decide whether a face-to-face meeting
would be useful. In both face-to-face meetings and disclosure of DVD concepts
and designs over the Internet, a submission sheet will be used that describes
the DVD concept and the authorized manufacturer who is viewing the DVD concept.
We have had no operations to date.

We plan to develop concepts based on ideas we will obtain from submissions
on our web site.

We also plan to develop concepts invented by our President. On the receipt
or development of a DVD concept we will look at it to see if it makes sense or
has been done before. Then we will evaluate the DVD concept to determine if it
is something we think a DVD manufacturer and retailer can and would manufacture
and market. Then we will evaluate whether the DVD concept is expandable into a
brand, and whether it may be suitable for a series of related features. We will
develop the concepts obtained with an orientation towards creating a brand or a
series of related features, and cater for the demand of the public for
entertainment products.

We plan to contact manufacturers directly through personal contacts of our
President, seek to meet with them and offer our concepts to them. Once our web
site is developed, we are planning to use it to give the manufacturers an
opportunity to review pictures and descriptions of new concepts and determine
their level of interest. It is our goal to continuously develop our web site and
include in it relevant promotional materials, to create a unique, value added
service, that will become an indispensable tool for manufacturers to obtain new
concepts and ideas.

The fundamental elements of our sales and marketing strategy are to build
brand recognition and attract new concept and ideas. We plan to continuously
develop our web site and include in it relevant promotional materials. We also
plan to continuously approach DVD manufacturers with our concepts. In addition,
We plan to promote our web site in various inventors' magazines and trade shows,
and in various trade publications.

Industry Background

DVD technology is similar in functionality to CD-ROM and CD-Audio
technology; however, a DVD, which is the same size as a CD, is able to store
substantially more data than a CD. A typical DVD can hold a 135-minute motion
picture with up to eight different spoken language tracks, thirty-two foreign
language subtitles and six-channel, digital-surround sound. Added features,
including the movie's soundtrack, director's notes, story-based games and other
CD-ROM applications are also possible with the higher storage capacity afforded
with DVDs. As a result, we believe the DVD format will be the first medium to
embrace and allow for cross-promotion between video, audio and software
products. We believe DVDs will initially compete most directly with sales and
rentals of pre-recorded videotapes.

DVD players have become more affordable and are currently available from
several manufacturers at retail prices generally ranging from $250 to $1,000.
Forrester Research reports that by the end of 2000, less than four years since
its launch, 4.3 million DVD players will be installed in North American
households, far outpacing the debut of both the CD player and VCR in their first
years. Paul Kagan Associates estimates that the installed base of DVD players in
U.S. households will increase from 1.1 million in 1998 to 12.0 million in 2002,
which represents a compounded annual growth rate of 82%. We believe that as the
installed base of DVD players increases, the demand for DVD-Video titles will
also increase. Currently, over 3,000 motion picture titles are available on the
DVD format and we expect that number to grow rapidly as the format gains
popularity. Paul Kagan Associates also estimates that DVD-Video discs sold in
the United States will increase from 13.4 million discs in 1998 to approximately
159.6 million discs in 2002, which represents a compounded annual growth rate of
86%. Paul Kagan Associates also estimates that annual U.S. DVD-Video sales will
be $2.9 billion in 2002. International Data Corporation predicts approximately
16.0 million DVD-ROM drives will be installed in personal computers in the
United States during 2002, up from an estimated 8.3 million DVD-ROM drives to be
installed in 1999. Microsoft's Windows operating system supports DVD, and Intel
Corporation has started shipping a new DVD-compatible product.

Another important advantage of the DVD format, which we believe will
accelerate its market penetration, is its backwards compatibility. DVD players
and DVD-ROM drives are designed to read CD-Audio and CD-ROMs, which we expect to
increase consumers' acceptance of this new technology. Unlike the introduction
of CDs, consumers will be able to acquire the new DVD technology without making
their music collections obsolete because DVD players will also be capable of
playing CD-Audio. We believe these factors will contribute to the DVD format
becoming the standard medium for home video, music, games and software
distribution.

We believe that the business of most DVD companies relies on the continuing
development of new products for continuing market acceptance. We believe that
most leading DVD manufacturers deal with a number of independent producers.

We believe that in recent years, the DVD industry has experienced rapid
growth. This is in part because the manufacturers no offer a range of products
across a broader variety of categories. The DVD industry is also experiencing
greater market acceptance and greater retail distribution channels, such as
large specialty stores, rental stores and discount retailers, including
Wal-Mart, Blockbuster and Target, which have increased their overall share of
the retail market.

We believe that the larger DVD companies have pursued a strategy of
focusing on core product lines. Core product lines are those lines that are
expected to be marketed for an extended period of time, and that historically
provided relatively consistent growth in sales and profitability. By focusing on
core product lines, DVD manufacturers have been able to reduce their reliance on
new product introductions and the associated risk and volatility. We believe
therefore that the role of the innovating agent will become increasingly
important if a new concept is to reach the marketplace.

We believe that ideas developed by an independent DVD company are usually
acquired on an exclusive basis. Licensing agreements generally require the
manufacturer to pay the DVD company a royalty on the manufacturer's net sales of
the item. The royalty agreements usually also provide for advance royalties and
minimum guarantees.

The Role of a DVD concept's Agent

We believe that a significant number of new DVD concepts come from amateur
inventors. Some of these inventors may have developed only a single idea, and
most of them don't have experience in dealing with DVD manufacturers. We believe
that for a variety of reasons the major DVD manufacturers prefer to deal through
a broker in negotiating arrangements with amateur inventors. We believe that
many amateur inventors often suspect that the manufacturer may "steal" his or
her invention once it is disclosed. However, often when a concept is presented
to a DVD manufacturer, the manufacturer has seen the idea before or has
developed itself. The manufacturer will state this, usually in writing on a
disclosure form. DVD agents and professional inventors are accustomed to this
process; and there is a level of trust. We believe that an amateur, on the other
hand, often doesn't trust the DVD manufacturer and may think his or her idea may
be stolen.

In addition, we believe that the inventor may have unrealistic expectations
concerning the potential value of his concept or may underestimate the amount of
additional development plans required to bring to market. The professional DVD
agent is familiar with the process of developing the concept from the initial
idea through the completion of a prototype. The DVD agent also knows the
prevailing amounts of royalties and other practices in the industry. The DVD
agent can independently confirm to the inventor the problems that may be facing
the manufacturer in bringing the idea to market, or, if appropriate, persuade
the manufacturer that a higher royalty is appropriate.

Sources of Revenue

We expect to earn money primarily from two sources. First, we will seek to
license the DVD concepts that may be developed by us. Second, we will receive a
portion of the royalties paid to the concept inventor we expect to represent as
agent. Additionally, we will also seek revenue from the sale of banner ads on
the web page we are planning to create. We expect that any revenue from the sale
of banner ads to be minimal.

We believe that DVD concept developers usually are paid for their
inventions through a royalty on sales of the products they create. We believe
that typical royalties range from 3% to 10% of the wholesale price charged by
the manufacturer, with most royalties falling at or near 5%. The royalty is
based on the price the manufacturer charges to its customers -- usually the
wholesale cost.

Manufacturers also pay advances, to show that they are committed to the
idea. Usually the advance is based on the royalties that would be earned in the
first quarter of shipments. We believe that typically the advance ranges from
$5,000 to $50,000. The advance is subtracted from future royalties. Generally,
royalties are paid quarterly.

Where we are licensing our own concepts, we will receive the entire
royalty. Where we are acting as a broker for another inventor or concept
developer, our percentage will be subject to negotiation with the developer. We
believe that it will generally range from 40% to 50% of the royalty received by
the developer, with the actual percentage negotiated on a case-by-case basis
depending upon, among other things, the amount of assistance we have to give the
developer in order to bring his product to a marketable state.

Selection Criteria

DVD concepts for which we will act as agent will be selected based
primarily on our judgment of the chances of their achieving commercial success
and yielding significant royalties. Considerations will include how unique the
DVD concept is, the likelihood of getting meaningful patent protection, the
amount of any additional work required to bring the concept to a production
stage and management's subjective "feel" for whether the concept is in line with
current consumer desires. These same considerations will affect the prominence
we give to a particular concept on our Web pages and the degree of effort put
into marketing that concept to DVD manufacturers.

MANAGEMENT

Executive Officers and Directors

The following table sets forth certain information regarding our sole
executive officer and director:

Name Age Position
---- --- --------

Alan Schram 31 Chairman of the Board, President, Chief Executive
Officer, Secretary, Treasurer

Alan Schram is the sole Director and Officer of the Company, and has been since
April 2002. Since 1997, he has been a Portfolio Manager with Wellington Capital
Management, based in Los Angeles and has been managing a private investment
fund. Mr. Schram received an MBA from UCLA's Anderson Business School in 1997.

Executive Compensation

We have not paid any of our officers from our inception through today.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our common stock. The information in this table provides the ownership
information for:

a. each person known by us to be the beneficial owner of more than 5%
of our common stock;
b. each of our directors;
c. each of our executive officers; and
d. our executive officers and directors as a group.

Beneficial ownership has been determined in accordance with the rules and
regulations of the SEC and includes voting or investment power with respect to
the shares. Unless otherwise indicated, the persons named in the table below
have sole voting and investment power with respect to the number of shares
indicated as beneficially owned by them. Common stock beneficially owned and
percentage ownership are based on 5,066,500 shares outstanding. There are
currently no outstanding options or warrants to purchase any common stock.

Number of Shares
Of Common Stock Percentage
Beneficial Owner and Address Beneficially Owned of Total (1)
- ---------------------------- ------------------ ------------
Alan Schram (2)(3) 1,000,000 20%

Avi Bernstein 1,000,000 20%

Avi Wasser 800,000 16%

All Officers and Directors 1,000,000 20%
as a Group (1 individual)

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

(1) Percentage of ownership is based on 5,066,500 shares of common stock
outstanding

(2) These shares are held by Mid Pacific Investment Corporation, a company
controlled by Alan Schram.

(3) c/o our address: 15303 Ventura Blvd, Ste. 1510, Sherman Oaks, CA 91403

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In June 2002 DAC issued 1,000,000 shares of its common stock to Mid Pacific
Investment Corporation, in exchange for $100,000 in cash. Mid Pacific Investment
Corporation is controlled by our Chairman and CEO Alan Schram. These shares were
valued at, $.10 per share. Since inception, Mr. Schram also donated $3,000 to
the company to pay for operating expenses.

We believe that the terms of the above transaction are commercially reasonable
and no less favorable to us than we could have obtained from an unaffiliated
third party on an arm's length basis. To the extent we may enter into any
agreements with related parties in the future, the board of directors has
determined that such agreements must be on similar terms.

INDEMNIFICATION AND LIMITATION OF
LIABILITY OF MANAGEMENT

Our articles of incorporation contain provisions permitted under the Nevada
Corporations Code relating to the liability of directors. The provisions
eliminate a director's liability to stockholders for monetary damages for a
breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the General Corporation Law of
Nevada. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.

Following the close of this offering, we will be subject to the State of
Nevada's business combination statute. In general, the statute prohibits a
publicly held Nevada corporation from engaging in a business combination with a
person who is an interested stockholder for a period of three years after the
date of the transaction in which that person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An interested stockholder is a
person who, together with affiliates, owns, or, within three years prior to the
proposed business combination, did own 15% or more of our voting stock. The
statute could prohibit or delay mergers or other takeovers or change in control
attempts and, accordingly, may discourage attempts to acquire us.

As permitted by Nevada law under Nevada Revised Statutes 78.037, we intend to
eliminate the personal liability of our directors for monetary damages for
breach or alleged breach of their fiduciary duties as directors, subject to
exceptions. In addition, our bylaws provide that we are required to indemnify
our officers and directors, employees and agents under circumstances, including
those circumstances in which indemnification would otherwise be discretionary,
and we would be required to advance expenses to our officers and directors as
incurred in proceedings against them for which they may be indemnified. The
bylaws provide that we, among other things, will indemnify officers and
directors, employees and agents against liabilities that may arise by reason of
their status or service as directors, officers, or employees, other than
liabilities arising from willful misconduct, and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. At present, we are not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of
ours in which indemnification would be required or permitted. We believe that
our charter provisions and indemnification agreements are necessary to attract
and retain qualified persons as directors and officers.

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

DESCRIPTION OF SECURITIES

Our authorized capital stock currently consists of 50,000,000 shares of Common
Stock, par value $0.001 per share, of which 5,066,500 shares are issued and
outstanding as of the date of the prospectus, and 1,500,000 shares of preferred
stock, par value $0.001 per share, of which no shares are issued and
outstanding, the rights and preferences of which may be established from time to
time by our Board of Directors.

The following description of our securities contains all material information.
However, the description of our securities contained herein is a summary only
and may be exclusive of certain information that may be important to you. For
more complete information, you should read our Certificate of Incorporation
together with our corporate bylaws.

Common Stock

Holders of our common stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of our common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Subject to preferences that may be applicable to any
shares of preferred stock outstanding at the time, holders of our common stock
are entitled to receive dividends ratably, if any, as may be declared from time
to time by our board of directors out of funds legally available therefor.

Upon our liquidation, dissolution or winding up, the holders of our common stock
are entitled to receive ratably, our net assets available after the payment of:

a. all secured liabilities, including any then outstanding secured debt
securities which we may have issued as of such time;

b. all unsecured liabilities, including any then unsecured outstanding
secured debt securities which we may have issued as of such time; and

c. all liquidation preferences on any then outstanding preferred stock.

Holders of our common stock have no preemptive, subscription, redemption or
conversion rights, and there are no redemption or sinking fund provisions
applicable to the common stock. The rights, preferences and privileges of
holders of common stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of preferred stock which we may
designate and issue in the future.

Preferred Stock

Our board of directors is authorized, without further stockholder approval, to
issue up to 1,500,000 shares of preferred stock in one or more series and to fix
the rights, preferences, privileges and restrictions of these shares, including
dividend rights, conversion rights, voting rights, terms of redemption and
liquidation preferences, and to fix the number of shares constituting any series
and the designations of these series. These shares may have rights senior to our
common stock. The issuance of preferred stock may have the effect of delaying or
preventing a change in control of us. The issuance of preferred stock could
decrease the amount of earnings and assets available for distribution to the
holders of common stock or could adversely affect the rights and powers,
including voting rights, of the holders of our common stock. At present, we have
no plans to issue any shares of our preferred stock.

Reports to Stockholders

We intend to furnish our stockholders with annual reports containing audited
financial statements as soon as practical after the end of each fiscal year. Our
fiscal year ends December 31.

Transfer Agent

We have appointed Transfer Online Company as transfer agent for our common
stock.

SELLING STOCKHOLDERS

All of the shares of DVD America Corporation common stock offered under this
prospectus may be sold by the holders. We will not receive any of the proceeds
from sales of shares offered under this prospectus.

All costs, expenses and fees in connection with the registration of the selling
stockholders' shares will be borne by us. All brokerage commissions, if any,
attributable to the sale of shares by selling stockholders will be borne by such
holders.

The selling stockholders are offering a total of 1,000,000 shares of DVD America
Corporation common stock. The selling stockholders are not, nor affiliated with,
broker dealers. The following table sets forth:

a. the name of each person who is a selling stockholder;

b. the number of securities owned by each such person at the time of this
offering; and

c. the number of shares of common stock such person will own after the
completion of this offering.

The column "Shares Owned After the Offering" gives effect to the sale of all the
shares of common stock being offered by this prospectus.

Shares Owned Prior Shares Owned After
Number of to the Offering the Offering
Shares ------------------ --------------------
Selling Stockholder Offered Number Percentage Number Percentage
- ------------------- ------- -------- ---------- -------- ----------

Mid Pacific Investment Corp. 500,000 1,000,000 20% 500,000 10%
Avi Bernstein 100,000 1,000,000 20% 900,000 18%
Eric Manlunas 100,000 240,000 4.8% 140,000 3%
Bill Schwartz 50,000 200,000 4.0% 150,000 3.7%
Avi Wasser 50,000 800,000 16% 750,000 15%
Philip Pangilian 50,000 230,000 4.6% 180,000 3.6%
Marcos Cerem 50,000 200,000 4% 150,000 3%
Severino Oliva 10,000 100,000 2% 90,000 1.7%
Michael Savage 10,000 100,000 2% 90,000 1.7%
Dan Knoller 10,000 100,000 2% 90,000 1.7%
Glenn Bartolini 5,000 45,000 * 40,000 0
Frank Dreschler 5,000 45,000 * 40,000 0
DS Investments, Inc 2,500 42,500 * 40,000 0
Ron Samuel 2,500 42,500 * 40,000 0
Seymor Stewart 2,500 42,500 * 40,000 0
Ravencrest Capital 2,500 42,500 * 40,000 0
Hanover Hotels 2,500 42,500 * 40,000 0
Yves Bedeer 2,500 42,500 * 40,000 0
William Brantley 2,500 42,500 * 40,000 0
Benjamin Gray 2,500 42,500 * 40,000 0

Sharon Berg 2,500 42,500 * 40,000 0
Clark Consulting 2,500 42,500 * 40,000 0
Keith Michel 2,500 42,500 * 40,000 0
Ronald Brown 2,500 42,500 * 40,000 0
Robert Salna 2,500 42,500 * 40,000 0
Millpoint Partners 2,500 42,500 * 40,000 0
Adam Manson 2,500 42,500 * 40,000 0
Sherrin Lim 2,500 42,500 * 40,000 0
MDB Capital 2,500 42,500 * 40,000 0
Julius Rivkin 2,500 42,500 * 40,000 0
Mark Sterling 2,500 42,500 * 40,000 0
Jay Avenatti 2,500 42,500 * 40,000 0
Yuval Corporation 2,500 42,500 * 40,000 0
Gaetano Apa 2,500 42,500 * 40,000 0
Lee Kasper 2,500 42,500 * 40,000 0
SRK Technologies, Inc. 2,500 29,000 * 26,500 0
---------
Total 1,000,000

- -------------
* Less than 1%

PLAN OF DISTRIBUTION

The shares covered by this prospectus may be offered and sold from time to time
by the selling stockholders. The term "selling stockholder" includes donees,
pledgees, transferees or other successors-in-interest selling shares received
after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other non-sale related transfer. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. The selling shareholders may offer and
sell the shares from time to time in transactions in the over-the-counter market
or in negotiated transactions at the market prices prevailing at the time or at
negotiated prices. The selling stockholders may sell their shares through
registered broker-dealers by one or more of, or a combination of, the following
methods:

a. purchase by a broker-dealer as principal and resale by such
broker-dealer for its own account through this prospectus; and

b. ordinary brokerage transactions and transactions in which the broker
solicits purchasers.

In addition, any shares that qualify for sale under Rule 144 may be sold under
Rule 144 rather that through this prospectus. In offering the shares covered by
this prospectus, the selling stockholders and any broker-dealers who execute
sales for the selling stockholders may be deemed to be "underwriter" within the
meaning of the Securities Act in connection with such sales. Any profits
realized by the selling stockholders and the compensation of any broker-dealer
may be deemed to be underwriting discounts and commissions.

Selling shareholders may sell their shares in all 50 states in the U.S. DAC will
be profiled in the Standard & Poor's publications or "manuals".

MARKET FOR COMMON EQUITY

Market Information

There is no public trading market on which DAC's Common Stock is traded. DAC has
engaged a broker/dealer to file a Form 211 with the National Association of
Securities Dealers ("NASD") in order to allow the quote of DAC's common stock on
the NASD Over the Counter Bulletin Board (OTCBB). There is no assurance that our
common stock will be included on the OTCBB.

There are approximately thirty-five (35) record holders of common equity.

There are no outstanding options or warrants to purchase, or securities
convertible into, common equity of DAC.

We have outstanding 5,066,500 shares of our common stock. Of these shares,
1,000,000 shares, will be freely tradable without restriction under the
Securities Act unless held by our "affiliates" as that term is defined in Rule
144 under the Securities Act. These shares will be eligible for sale in the
public marker, subject to certain volume limitations and the expiration of
applicable holding periods under Rule 144 under the Securities Act.
Non-affiliates currently hold 100% of our outstanding shares. In general, under
Rule 144 as currently in effect, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one year
(including the holding period of any prior owner or affiliate) would be entitled
to sell within any three-month period a number of shares that does not exceed
the greater of (1)% of the number of shares of common stock then outstanding or
(2) the average weekly trading volume of the common stock during the four
calendar weeks preceding the filing of a From 144 with respect to such sale.
Sales under Rule 144 are also subject to certain manner of sale provisions and
notice requirements and to the availability of current public information about
us. Under Rule 144(k), a person who is not deemed to have been an affiliate of
us at any time during the three months preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years
(including the holding period of any prior owner except an affiliate), is
entitled to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.

We can offer no assurance that an active public market in our shares will
develop. Future sales of substantial amounts of our shares in the public market
could adversely affect market prices prevailing from time to time and could
impair our ability to raise capital through the sale of our equity securities.

LEGAL PROCEEDINGS

We are not a party to nor are we aware of any existing, pending or threatened
lawsuits or other legal actions.

LEGAL MATTERS

Certain legal matters, including the legality of the issuance of the shares of
common stock offered herein, are being passed upon for us by our counsel, Oswald
& Yap of Irvine, Calif.

EXPERTS

The financial statements of DVD America Corporation, a development stage
company, as of April 30, 2002, have been included herein and in the registration
statement in reliance upon the report of G. Brad Beckstead, CPA, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of that firm as experts in accountant and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form SB-2 to register the securities offered by this prospectus.
The prospectus is part of the registration statement, and, as permitted by the
SEC's rules, does not contain all of the information in the registration
statement. For future information about us and the securities offered under this
prospectus, you may refer to the registration statement and to the exhibits and
schedules filed as a part of this registration statement. You can review the
registration statement and its exhibits at the public reference facility
maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the SEC at c/o Division of
Enforcement, 450 Fifth Street, NW, Washington, D.C. 20549 until approximately
October 15, 2001 and thereafter at 233 Broadway, New York, New York 10279 and
Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. The registration statement is also available electronically on
the World Wide Web at http://www.sec.gov.

DVD AMERICA CORPORATION
(a DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

Independent Auditor's Report F-2

Balance Sheet as of April 30, 2002 F-3

Statement of Operations April 19, 2002 (Inception) to
April 30, 2002 F-4

Statement of Changes in Stockholders' Equity as of
Aprl 30, 2002 F-5

Statement of Cash Flows April 19, 2002 (Inception) to
April 30, 2002 F-6

Notes to Financial Statements F-7

F-1

INDEPENDENT AUDITOR'S REPORT

Board of Directors
DVD America Corporation, Inc.
Las Vegas, NV

I have audited the Balance Sheets of DVD America Corporation, Inc. (the
"Company") (A Development Stage Company), as of April 30, 2002, and the related
Statements of Operations, Stockholders' Equity, and Cash Flows for the period
April 19, 2002 (Date of Inception) to April 30, 2002. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of DVD America Corporation, Inc. (A
Development Stage Company) as of April 30, 2002, and the results of its
operations and cash flows for the period April 19, 2002 (Date of Inception) to
April 30, 2002, in conformity with generally accepted accounting principles in
the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has had limited operations and have not commenced
planned principal operations. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

G. Brad Beckstead, CPA

Las Vegas, Nevada
June 4, 2002

F-2

DVD America Corporation
(a Development Stage Company)
Balance Sheet

April 30,
2002
--------------
ASSETS

Current assets:
Cash $ -
--------------
Total current assets -
--------------

$ -
==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities: $ -
--------------

Stockholders' equity:
Preferred stock, $0.001 par value, 1,500,000
shares authorized, none issued and outstanding -
Common stock, $0.001 par value, 50,000,000 shares
authorized, 5,066,500 shares issued and outstanding 5,067
Additional paid-in capital 324,583
Subscriptions receivable (100,000)
(Deficit) accumulated during development stage (229,650)
--------------
-
--------------

$ -
==============

The accompanying notes are an integral part of these financial statements.

F-3

DVD America Corporation
(a Development Stage Company)
Statement of Operations

April 19, 2002
(Inception) to
April 30,
2002
--------------

Revenue $ -
--------------

Expenses:
Consulting fees 226,650
General & administrative expenses 3,000
--------------
Total expenses 229,650
--------------

Net (loss) $ (229,650)
==============
Weighted average number of
common shares outstanding - basic and fully diluted 5,066,500
==============

Net (loss) per share - basic and fully diluted $ (0.05)
==============

The accompanying notes are an integral part of these financial statements.

F-4

DVD America Corporation
(a Development Stage Company)
Statement of Changes in Stockholders' Equity

(Deficit)
Accumulated
Common Stock Additional During Total
----------------------- Paid-in Subscriptions Development Stockholders'
Shares Amount Capital Receivable Stage Equity
--------- ---------- ---------- ------------- ------------ -------------

April 2002
Founder shares issued for
subscriptions receivable 1,000,000 $ 1,000 $ 99,000 $ (100,000) $ $ -

April 2002
Issued for services 2,000,000 2,000 18,000 20,000

April 2002
Issued for services 2,066,500 2,067 204,583 206,650

April 2002
Donated capital 3,000 3,000

Net (loss)
April 19, 2002
(Inception) to
April 30, 2002 (229,650) (229,650)
--------- ---------- ---------- ------------- ------------ -------------

Balance, April 30, 2002 5,066,500 $ 5,067 $ 324,583 $ (100,000) $ (229,650) $ -
========= ========== ========== ============ ========== =============

The accompanying notes are an integral part of these financial statements.

F-5

DVD America Corporation
(a Development Stage Company)
Statement of Cash Flows

April 19, 2002
(Inception) to
April 30,
2002
--------------
Cash flows from operating activities
Net (loss) $ (229,650)
Shares issued for consulting services 226,650
--------------
Net cash (used) by operating activities (3,000)
--------------

Cash flows from investing activities -
--------------

Cash flows from financing activities
Issuances of common stock 100,000
(Increase) in subscriptions receivable (100,000)
Increase in donated capital 3,000
--------------

Net cash provided by financing activities 3,000
--------------

Net increase in cash -

Cash - beginning -
--------------
Cash - ending $ -
==============

Supplemental disclosures:
Interest paid $ -
==============
Income taxes paid $ -
==============

Non-cash transactions:
Shares issued for consulting services $ 226,650
==============
Number of shares issued for consulting services 4,066,500
==============

Shares issued for subscriptions receivable $ 100,000
==============
Number of shares issued for subscriptions receivable 1,000,000
==============

The accompanying notes are an integral part of these financial statements.

F-6

DVD AMERICA CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized April 19, 2002 (Date of Inception) under the laws of
the State of Nevada, as DVD America Corporation. The Company has no operations
and in accordance with SFAS #7, the Company is considered a development stage
company.

On April 26, 2002, the Company amended its articles of incorporation to increase
its authorized capital to 50,000,000 shares of common stock with a par value of
$0.001 and 1,500,000 shares of preferred stock with a par value of $0.001.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Cash and cash equivalents
- -------------------------

For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents as of
April 30, 2002.

Revenue recognition
- -------------------

The Company recognizes revenue and related costs of sales on the accrual
basis.

Advertising costs
- -----------------

The Company expenses all costs of advertising as incurred. There were no
advertising costs included in general and administrative expenses as of
April 30, 2002.

Use of estimates
- ----------------

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

F-7

DVD AMERICA CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

Fair value of financial instruments
- -----------------------------------
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of April
30, 2002. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. These financial
instruments include cash and accounts payable. Fair values were assumed to
approximate carrying values for cash and payables because they are short
term in nature and their carrying amounts approximate fair values or they
are payable on demand.

Impairment of long-lived assets
- -------------------------------

Long-lived assets held and used by the Company are reviewed for possible
impairment whenever events or circumstances indicate the carrying amount of
an asset may not be recoverable or is impaired. No such impairments have
been identified by management at April 30, 2002.

Reporting on the costs of start-up activities
- ---------------------------------------------

Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up
Activities," which provides guidance on the financial reporting of start-up
costs and organizational costs, requires most costs of start-up activities
and organizational costs to be expensed as incurred. SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. With the adoption of
SOP 98-5, there has been little or no effect on the Company's financial
statements.

Loss per share
- --------------
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss
per share is computed by dividing losses available to common stockholders
by the weighted average number of common shares outstanding during the
period. The Company had no dilutive common stock equivalents, such as stock
options or warrants as of April 30, 2002.

Dividends
- ---------

The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid or declared since inception.

F-8

DVD AMERICA CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

Segment reporting
- -----------------

The Company follows Statement of Financial Accounting Standards No. 130,
"Disclosures About Segments of an Enterprise and Related Information." The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.

Income taxes
- ------------

The Company follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") for recording the provision
for income taxes. Deferred tax assets and liabilities are computed based
upon the difference between the financial statement and income tax basis of
assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the
asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets
will not be realized, a valuation allowance is required to reduce the
deferred tax assets to the amount that is more likely than not to be
realized. Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or
non-current, depending on the classification of assets and liabilities to
which they relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or
non-current depending on the periods in which the temporary differences are
expected to reverse.

Recent pronouncements
- ---------------------

In June 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142,
"Goodwill and Other Intangible Assets," were issued. SFAS No. 141 requires
that all business combinations initiated after June 30, 2001 be accounted
for using the purchase method of accounting, and that identifiable
intangible assets acquired in a business combination be recognized as an
asset apart from goodwill, if they meet certain criteria. The impact of the
adoption of SFAS No. 141 on our reported operating results, financial
position and existing financial statement disclosure is not expected to be
material.

F-9

DVD AMERICA CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

Recent pronouncements (continued)
- ---------------------------------

SFAS No. 142 applies to all goodwill and identified intangible assets
acquired in a business combination. Under the new standard, all goodwill
and indefinite-lived intangible assets, including that acquired before
initial application of the standard, will not be amortized but will be
tested for impairment at least annually. The new standard is effective for
fiscal years beginning after December 15, 2001. Adoption of SFAS No. 142
effective January 1, 2002, will result in the elimination of approximately
$82,000 of annual amortization. The Company does not expect to recognize
any impaired goodwill as of January 1, 2002.

In July 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations,"
was issued which requires the recognition of a liability for an asset
retirement obligation in the period in which it is incurred. When the
liability is initially recorded, the carrying amount of the related
long-lived asset is correspondingly increased. Over time, the liability is
accreted to its present value and the related capitalized charge is
depreciated over the useful life of the asset. SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002. The impact of the adoption
of SFAS No. 143 on the Company's reported operating results, financial
position and existing financial statement disclosure is not expected to be
material.

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued. This statement addresses the financial
accounting and reporting for the impairment or disposal of long-lived
assets and broadens the definition of what constitutes a discontinued
operation and how results of a discontinued operation are to be measured
and presented. The provisions of SFAS No. 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001. The
impact of the adoption of SFAS No. 144 on our reported operating results,
financial position and existing financial statement disclosure is not
expected to be material.

Stock-Based Compensation
- ------------------------

The Company accounts for stock-based awards to employees in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations and has adopted the disclosure-only
alternative of FAS No. 123, "Accounting for Stock-Based Compensation."
Options granted to consultants, independent representatives and other
non-employees are accounted for using the fair value method as prescribed
by FAS No. 123.

F-10

DVD AMERICA CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

Year end
- --------

The Company has adopted December 31 as its fiscal year end.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not commenced its planned principal
operations and it has not generated any revenues. In order to obtain the
necessary capital, the Company is seeking equity and/or debt financing. If the
financing does not provide sufficient capital, some of the shareholders of the
Company have agreed to provide sufficient funds as a loan over the next
twelve-month period. However, the Company is dependent upon its ability to
secure equity and/or debt financing and there are no assurances that the Company
will be successful, without sufficient financing it would be unlikely for the
Company to continue as a going concern.

NOTE 4 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which
requires use of the liability method. SFAS No. 109 provides that deferred tax
assets and liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax assets
and liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

U.S federal statutory rate (34.0%)

Valuation reserve 34.0%
------
Total -%
======

As of April 30, 2002, the Company has a net operating loss carry forward of
approximately $229,650 respectively, for tax purposes, which will be available
to offset future taxable income. If not used, this carry forward will expire in
2022.

F-11

DVD AMERICA CORPORATION
(a Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002

NOTE 5 - STOCKHOLDER'S EQUITY

The Company amended its articles of incorporation on April 26, 2002 to increase
its authorized common stock to 50,000,000 shares and preferred stock to
1,500,000 shares and to decrease its par value from $0.01 to $0.001. The number
of shares issued and outstanding has been retroactively restated to reflect the
changes.

On April 26, 2002, the Company issued 1,000,000 shares of its $0.001 par value
common stock to Mid Pacific Investment Corporation, a company owned by the
president of the Company, in exchange for subscriptions receivable of $100,000.

On April 26, 2002, the Company issued a total of 2,000,000 shares of its $0.001
par value common stock at $0.01 per share for total consulting services valued
at $20,000.

On April 26, 2002, the Company issued a total of 2,066,500 shares of its $0.001
par value common stock at $0.10 per share for total consulting services valued
at $206,650.

During the period ended April 30, 2002, the president of the Company donated
capital in the amount of $3,000 for legal fees.

There have been no other issuances of common and/or preferred stock.

NOTE 6 - RELATED PARTY TRANSACTIONS

Office space and services are provided without charge by a director and
shareholder. Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.

NOTE 7 - WARRANTS AND OPTIONS

As of April 30, 2002, there were no warrants or options outstanding to acquire
any additional shares of common and/or preferred stock.

F-12

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling person, director or officer of the Registrant is insured
or indemnified in any manner against any liability which he may incur in his
capacity as such, is as follows:

1. Article 4 of our Certificate of Incorporation, filed as Exhibit 3.1 to
the Registration Statement.

2. Article XI of our Bylaws, filed as Exhibit 3.2 to the Registration
Statement.

3. Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person,
officer or director from liability, thereby making us responsible for any
expenses or damages incurred by such control person, officer or director in any
action brought against them based on their conduct in such capacity, provided
they did not engage in fraud or criminal activity.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

The following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions and expense allowances, payable by the
issuer in connection with the maximum offering for the securities included in
this registration statement:

<Table>
<Caption>
Amount*
-------

SEC Registration fee $ 9.20
Blue sky fees and expenses $ *
Legal fees and expenses $ *
Printing and shipping expenses $ *
Accounting fees and expenses $ *
Transfer and Miscellaneous expenses $ *
-------
Total $ *
</Table>

- ----------------------
* To be filed by amendment.

II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

In April 2002 DAC issued 1,000,000 shares of its common stock to Mid Pacific
Investment Corporation, in exchange for $100,000 in cash. Mid Pacific Investment
Corporation is controlled by our Chairman and CEO Alan Schram. These shares were
valued at, $.10 per share.

In April 2002 DAC issued 200,000 shares of its common stock to Bill Schwartz, in
exchange for Strategic consulting services rendered. These shares were valued at
par value, $.01 per share for a total of $2,000.

In April 2002 DAC issued 240,000 shares of its common stock to Eric Manlunas, in
exchange for Financial consulting services rendered. These shares were valued at
par value, $.10 per share for a total of $24,000.

In April 2002 DAC issued 1,000,000 shares of its common stock to Avi Bernstein,
in exchange for strategic consulting services, valued at $10,000. These shares
were valued at $.01 per share.

In April 2002 DAC issued 230,000 shares of its common stock to Philip Pangilian,
in exchange for strategic consulting services and advice, valued at $2,300.
These shares were valued at $.01 per share.

In April 2002 DAC issued 800,000 shares of its common stock to Avi Wasser, in
exchange for strategic consulting services, valued at $8,000. These shares were
valued at $.01 per share.

From April 2002 to May 2002 DAC issued 1,596,500 shares of common stock to 12
investors at $.10 per share.

These securities were sold under the exemption from registration provided by
Section 4(2) of the Securities Act. Neither the Registrant nor any person acting
on its behalf offered or sold the securities by means of any form of general
solicitation or general advertising. All purchasers represented in writing that
they acquired the securities for their own accounts. A legend was placed on the
stock certificates stating that the securities have not been registered under
the Securities Act and cannot be sold or otherwise transferred without an
effective registration or an exemption therefrom.

II-2

ITEM 27. EXHIBITS.

Exhibit
Number Description
------- -----------

3.1.1 Certificate of Incorporation

3.1.2 Amended Articles of Incorporation as of April 26, 2002

3.2 By-Laws

4.1 Specimen Certificate of Common Stock (1)

5.1 Opinion of Oswald & Yap (1)

10.1 N/A

23.1 Consent of G. Brad Beckstead, CPA

23.2 Counsel's Consent to Use Opinion (included in Exhibit 5.1) (1)

(1) To be filed by amendment.

ITEM 28. UNDERTAKINGS.

The Registrant undertakes:

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

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

(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 in the aggregate, represent a fundamental change in the
information set forth in the 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 this
registration statement, including (but not limited to) the
addition of an underwriter.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be treated as a
new registration statement of the securities offered, and the offering of
the securities at that time 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.

II-3

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

II-4

SIGNATURES

In accordance with 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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in Sherman Oaks,
California on June 18, 2002.

DVD America Corporation

By: /s/ Alan Schram
----------------------------------------
Alan Schram
President, CEO and Chairman of the Board,
Treasurer

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

Signature Title Dated
--------- ----- -----

/s/ Alan Schram President, CEO, Chairman of the Board, June 18, 2002
- ---------------------- Treasurer, and Sole Director
Alan Schram

II-5

EXHIBIT INDEX

Exhibit
Number Description
------- -----------

3.1.1 Certificate of Incorporation

3.1.2 Amended Articles of Incorporation as of April 26, 2002

3.2 By-Laws
4.1 Specimen Certificate of Common Stock (1)

5.1 Opinion of Oswald & Yap (1)

10.1 N/A

23.1 Consent of G. Brad Beckstead, CPA

23.2 Counsel's Consent to Use Opinion (included in Exhibit 5.1) (1)

(1) To be filed by amendment.

II-6