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THE DAY AHEAD: Can ever catch Amazon?

Here's the faulty logic that has Wall Street optimistic about today's IPO: Money managers and investors that missed out on will gobble up Investors will quickly find that logic won't work. Amazon has changed the game already. Amazon killer?

Despite the fact that (Nasdaq: BNBN) is a long shot to catch Amazon (Nasdaq: AMZN), there's strong demand for the IPO because of the second-chance logic and strong brand. The 25-million-share offering priced at $18 the top of its range.

" will do well because it has a brand name, but it's about two years behind Amazon," said Steven Tuen, research director for IPO Value Monitor.

That two years might as well be twenty. has been a few steps behind Amazon and always will be. And there aren't a lot of consolation prizes on the Web.

Amazon's new game is to be a shopping portal. Amazon is about all that is e-commerce -- auctions, books, music, groceries, drugs, pets. Meanwhile, is Amazon-lite, primarily a a bookseller with plans to offer more. In 1998, 98 percent of's sales derived from books.

Investing in Amazon is a leap of faith. Investing in is a larger leap. was playing catch-up to Amazon since day one and it still is.'s prospectus steals pages from Amazon's playbook. Here's the plan: Expand product offerings to become more than just a bookseller, pursue acquisitions, and report losses for "the foreseeable future."

Sounds familiar doesn't it?

By the time executes its plan Amazon will morph into something else.

The revenue check is telling.'s first quarter sales were $32.3 million compared Amazon's $293.6 million.'s business is just a subset of Amazon's. Both lose as much money as possible.

The strategic moves also show that is not even close to being in the same league with Amazon. Amazon is becoming an e-commerce holding company with stakes in, and All three companies should boost Amazon's war chest. Amazon, which raised more than $3 billion in debt and securities, is also aggressive on the acquisition front. just plans to do the acquisitions and joint ventures. Amazon has done them already.

In its regulatory filings, touts its relationship with parent Barnes & Noble (NYSE: BKS) and Bertelsmann AG as a competitive advantage. Both Barnes & Noble and Bertelsmann AG will own about 40 percent of the new company.

Through Bertelsmann and Barnes & Noble, the company gets distribution, volume discounts, a strong brand and ties to one of the leading book publishers. The effort could be a cross-marketing bonanza.

But there are conflicts of interest between those relationships and the fine line between online sales on and Barnes & Noble will always be there. will make noise, but Amazon would have to fumble for to catch up.

To buy into the story you have to determine whether lightning strikes the same spot twice. Normally it doesn't.