NETCREATIONS INC, S-1, 1999-07-29

NETCREATIONS INC
S-1, 1999-07-29

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NETCREATIONS, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
NEW YORK 7319 11-3300476
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>

379 WEST BROADWAY, SUITE 202
NEW YORK, NEW YORK 10012
TELEPHONE: (212) 625-1370; FACSIMILE: (212) 625-1387
(Address and telephone number
of Registrant's principal executive offices)

GREENBERG TRAURIG
200 PARK AVENUE, 15(TH) FLOOR
NEW YORK, NEW YORK 10166
REFERENCE: NETCREATIONS
TELEPHONE: (212) 801-9200; FACSIMILE: (212) 801-6400
(Name, address and telephone number of agent for service)

COPIES OF COMMUNICATIONS TO:

<TABLE>
<S> <C>
ANDREW J. COSENTINO, ESQ. RICHARD H. GILDEN, ESQ.
ALAN N. SUTIN, ESQ. GREGG J. BERMAN, ESQ.
MARIA ALLEN, ESQ. FULBRIGHT & JAWORSKI L.L.P.
GREENBERG TRAURIG 666 FIFTH AVENUE
200 PARK AVENUE NEW YORK, NEW YORK 10103
NEW YORK, NEW YORK 10166 TELEPHONE: (212) 318-3000
TELEPHONE: (212) 801-9304 FACSIMILE: (212) 752-5958
FACSIMILE: (212) 801-6400
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

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

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

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<CAPTION>
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE
<S> <C> <C>
Common Stock, par value $.01 per share...................................... $57,500,000 $15,985.00
</TABLE>

(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR
DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON THE DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED , 1999

PROSPECTUS

[LOGO]

NETCREATIONS, INC.

COMMON STOCK
------------------

This is our initial public offering, and we are offering shares
of common stock. We anticipate that the initial public offering price will be
between and per share. We have applied to list the common stock on the
Nasdaq National Market under the symbol "NTCR."

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

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF FACTORS THAT YOU
SHOULD CONSIDER BEFORE YOU INVEST IN THE COMMON STOCK BEING SOLD WITH THIS
PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PER SHARE TOTAL
<S> <C> <C>
Public Offering Price................................................... $ $
Underwriting Discount and Commissions................................... $ $
Proceeds to NetCreations................................................ $ $
</TABLE>

In connection with this offering, the underwriters have reserved up to
shares of common stock being sold by NetCreations for sale at the initial
public offering price to directors, officers, employees and friends of
NetCreations.

The underwriters may purchase up to an additional shares from
NetCreations at the public offering price, less underwriting discounts, solely
to cover over-allotments.

FRIEDMAN BILLINGS RAMSEY

THE UNDERSIGNED IS FACILITATING INTERNET DISTRIBUTION.

FBR.COM

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THIS PROSPECTUS IS DATED , 1999
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[Inside Front Cover]

[Artwork to be filed by amendment]

[Front Gatefold]
<PAGE>
PROSPECTUS SUMMARY

YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND THE NOTES TO THOSE STATEMENTS APPEARING
ELSEWHERE IN THIS PROSPECTUS.

EXCEPT AS OTHERWISE NOTED, ALL INFORMATION IN THIS PROSPECTUS: (1) REFLECTS
A FOR 1 STOCK SPLIT OF OUR COMMON STOCK WHICH WILL BE COMPLETED PRIOR TO THE
COMMENCEMENT OF THIS OFFERING AND (2) ASSUMES THAT THE UNDERWRITERS'
OVER-ALLOTMENT OPTION WILL NOT BE EXERCISED.

OUR COMPANY

We are a leading provider of comprehensive Internet-based opt-in email
direct marketing solutions. Our opt-in email marketing system enables direct
marketers to target promotional campaigns to consumers who have given us or our
network partners permission to send them email messages in any of over 3,000
topical categories. To date, we have compiled over 3 million email addresses
through our network of over 175 Web sites, including such well-known sites as
CMPnet, NetZero and LinkExchange. Our technology allows real-time, online email
address list selection and ordering by direct marketers as well as
response-tracking.

As of June 30, 1999, we have facilitated opt-in direct email campaigns for
more than 1,500 direct marketing customers including companies such as Dell,
Compaq, Ziff-Davis and J. Crew. Our customers also include list brokers and Web
site owners. For the years ended December 31, 1996, 1997 and 1998, we generated
net revenues of $476,000, $1.1 million and $3.4 million, respectively, and
during those same periods a net loss of $9,000 in 1996 and net income of
$260,000 and $606,000 in 1997 and 1998, respectively. For the six months ended
June 30, 1999, when we delivered approximately 28 million email messages, we
generated net revenues of $5.3 million and net income of $1.3 million, as
compared with net revenues of $1.2 million and net income of $232,000 for the
six months ended June 30, 1998. Our corporate web site is located at
WWW.NETCREATIONS.COM, and we provide our services on our other web site,
WWW.POSTMASTERDIRECT.COM.

INDUSTRY OVERVIEW

The Direct Marketing Association, or DMA, estimates that approximately
$221.5 billion will be spent on direct marketing in the United States in 2003.
Direct marketing includes postal direct mail, credit card offers and other
solicitations that encourage consumers to buy products or services.

The emergence of the Internet as a global communication and commerce medium
has led traditional and e-commerce businesses to direct increasing portions of
their marketing budgets to the Internet. Forrester Research projects that
worldwide Internet advertising expenditures are expected to reach $15.3 billion
in 2003. Currently, the most popular form of Internet advertising is banner
advertising. We believe that, while banners provide marketers with the ability
to reach broad audiences and establish brand awareness, banners have proven less
than effective as vehicles for generating consumer response. Forrester Research
reports that response rates, or click-throughs, from banner advertising averaged
approximately 0.7% as of March 1999.

Businesses seek to maximize the impact of their advertising campaigns.
Drawbacks to traditional direct mail include the high costs involved, the delay
in response and the difficulty in tracking responses. Banner advertising is not
cost-effective because of the relatively low click-through rate it generates.
Finally, unsolicited email advertising is not desirable because of privacy
concerns and potential damage to marketers' reputations.

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OUR SOLUTION

Our opt-in email direct marketing solution offers three key advantages to
businesses over postal direct marketing and banner advertising:

- SPEED. Opt-in email campaigns can be sent out immediately and generate
results in a shorter period of time than direct mail or banner
advertising.

- COST. Opt-in email marketing campaigns typically cost 50% to 70% less than
postal direct mail campaigns.

- RESPONSIVENESS. Opt-in email campaigns typically generate response rates
from 5% to 15%, which greatly exceeds the typical banner advertising
response rate of 0.7% and postal direct mail response rates of 2% to 3%.

OUR STRATEGY

Our goal is to become the leader in opt-in direct marketing on the Internet.
The key elements of our strategy include:

- MAINTAIN AND EXTEND MARKET LEADERSHIP IN OPT-IN EMAIL DIRECT MARKETING

- ENRICH OUR DATABASE WITH OPT-IN TRANSACTION DATA

- DEVELOP NEW INTERNET MARKETING PRODUCTS AND SERVICES

- EXPAND OUR SALES CHANNELS

- LEVERAGE OUR SCALEABLE TECHNOLOGY PLATFORM

THE OFFERING

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<S> <C>
Common stock offered by NetCreations......... shares

Common stock to be outstanding after the
offering................................... shares(1)

Use of proceeds.............................. To fund increases in sales, marketing,
research and development expenditures and
other costs of expanding our business, for
working capital and other general corporate
purposes, which may also include acquiring or
investing in companies, technologies or
expertise complementary to our business.

Proposed Nasdaq National Market symbol....... NTCR
</TABLE>

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(1) The number of shares to be outstanding after the offering excludes shares
of common stock reserved for issuance under our 1999 Stock Option Plan, of
which were subject to outstanding options as of the date of this
prospectus, at an average exercise price of $ per share.

CORPORATE INFORMATION

Our principal executive offices are located at 379 West Broadway, Suite 202,
New York, New York 10012 and our telephone number is (212) 625-1370. Information
on our Web sites does not constitute part of this prospectus.

NETCREATIONS and POSTMASTER are registered trademarks of NetCreations, Inc.
We have filed applications to register POSTMASTERDIRECT.COM, POSTMASTER DIRECT
RESPONSE, and 100% OPT-IN. Other service marks, trademarks and tradenames
referred to in this prospectus are the property of their respective owners.

4
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SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
PERIOD FROM SIX MONTHS ENDED
INCEPTION TO YEAR ENDED DECEMBER 31, JUNE 30,
DECEMBER 31, -------------------------------------- --------------------------
1995 1996 1997 1998 1998 1999
------------ ---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues........................... $ 101,652 $ 476,190 $ 1,100,781 $ 3,446,539 $ 1,186,198 $ 5,272,594
Gross profit........................... 93,439 433,100 927,657 1,936,763 763,705 2,694,627
Income (loss) before income tax
provision (benefit).................. 22,789 (1,562) 283,377 678,091 260,139 1,483,207
Net income (loss)...................... $ 22,789 $ (8,996) $ 260,349 $ 605,863 $ 232,439 $ 1,325,207
------------ ---------- ------------ ------------ ------------ ------------
------------ ---------- ------------ ------------ ------------ ------------
Net income per share-basic and
diluted.............................. $ $ $ $ $ $
------------ ---------- ------------ ------------ ------------ ------------
------------ ---------- ------------ ------------ ------------ ------------
Shares used in per share computation...

PRO FORMA DATA (1):
Historical income (loss) before income
tax provision........................ $ 22,789 $ (1,562) $ 283,377 $ 678,091 $ 260,139 $ 1,483,207
Pro forma income tax provision
(benefit)............................ 3,500 (1,000) 129,000 316,000 120,000 677,000
------------ ---------- ------------ ------------ ------------ ------------
Pro forma net income (loss)............ $ 19,289 $ (562) $ 154,377 $ 362,091 $ 140,139 $ 806,207
------------ ---------- ------------ ------------ ------------ ------------
------------ ---------- ------------ ------------ ------------ ------------
Pro forma net income (loss) per
share--basic & diluted............... $ $ $ $ $ $
------------ ---------- ------------ ------------ ------------ ------------
------------ ---------- ------------ ------------ ------------ ------------
Shares used in per share computation...
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1999
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<S> <C> <C>
AS ADJUSTED
ACTUAL (2)
------------ --------------
BALANCE SHEET DATA:
Cash............................................................................... $ 521,086 $ 45,521,086
Working capital.................................................................... 539,950 45,539,950
Total assets....................................................................... 2,586,165 47,586,165
Long-term debt (including current portion)......................................... 169,710 169,710
Total stockholders' equity......................................................... 920,567 45,920,567
</TABLE>

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(1) We have elected to be taxed as an S corporation for federal and state income
tax purposes since our inception. Accordingly, no provision has been made
for federal or certain state income taxes. Pro forma net income has been
computed as if we had been fully subject to federal, state and city taxes.

(2) As adjusted to reflect the sale of shares of common stock offered at
an assumed initial public offering price of $ per share, and the
application of the estimated net proceeds from this offering.

5
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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE YOU DECIDE TO BUY
OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS,
FINANCIAL CONDITION OR RESULTS OF OPERATIONS WOULD LIKELY SUFFER. AS A RESULT,
THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR
PART OF THE MONEY YOU PAID TO BUY OUR COMMON STOCK.

WE DEPEND ON CONTINUED GROWTH IN USE OF THE INTERNET FOR EMAIL DIRECT MARKETING
AND E-COMMERCE.

The business of email direct marketing and e-commerce is new and rapidly
evolving. Our business would be adversely affected if Internet usage for the
exchange of information and for commerce does not continue to grow rapidly.
Internet usage may be inhibited for a number of reasons, such as:

- inadequate network infrastructure;

- security concerns;

- inconsistent quality of service; and

- lack of availability of cost-effective, high-speed service.

Even if Internet usage grows, the Internet infrastructure may not be able to
support the demands placed on it by this growth or its performance and
reliability may decline.

THE ACCEPTANCE AND EFFECTIVENESS OF INTERNET OPT-IN EMAIL DIRECT MARKETING IS
RELATIVELY UNPROVEN.

Our future success will depend on an increase in the use of the Internet as
an opt-in marketing medium or for opt-in email generally. The opt-in email
direct marketing industry is new and rapidly evolving. Consequently, current
indications of its effectiveness compared to traditional postal direct marketing
may not be supported as the industry matures. As a result, there generally is
significant uncertainty about the demand and market acceptance for opt-in email
marketing solutions or Internet advertising solutions. Many of our current or
potential customers may have little or no experience using the Internet for
direct marketing purposes. The adoption of Internet direct marketing,
particularly by those entities that have historically relied upon traditional
media and mailings for marketing, requires the acceptance of a new way of
conducting business. These companies may find email direct marketing to be less
effective for promoting their products and services as compared to traditional
mass media and postal marketing. We cannot assure you that the market for email
direct marketing will continue to emerge or will become sustainable. If the
market for email marketing fails to develop or develops more slowly than we
expect, then our business, financial condition and results of operations could
be materially and adversely affected.

OUR BUSINESS DEPENDS ON THE INTERNET INFRASTRUCTURE AND WOULD BE HARMED BY
INTERNET, SOFTWARE OR HARDWARE FAILURES OR SHORTCOMINGS.

Many of the Internet service providers, online service providers and other
Web site operators on whom we depend have experienced significant service
slowdowns, malfunctions, outages and capacity limitations. We also depend upon
the reliability, speed, data capacity, ease of use, accessibility and security
of the Internet as well as its continued development and acceptance for
commercial use generally. An individual's satisfactory Internet experience may
also depend on the proper functioning and the continued development of equipment
such as high speed modems and personal computers. Not all software and equipment
protocols and standards are compatible. Users may experience difficulties due to
computer-related, telecommunications, or other equipment, software, or system
failures or shortcomings unrelated to our services. In addition, some of our
systems' infrastructure is not yet supported by redundant servers. Any failure
in our system that is not backed up by redundant servers could cause significant
delays in our business operations. If we experience a temporary or permanent
business interruption, whether due to casualty, an operating malfunction, a
power outage or otherwise, we may have to reconfigure our software, hardware and
Internet infrastructure to address our customers' needs

6
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and orders and our business, financial condition and results of operations would
be materially adversely affected. We do not have any business interruption
insurance, and our property insurance may not cover that type of loss.

OUR BUSINESS COULD BE NEGATIVELY AFFECTED BY YEAR 2000 ISSUES.

It is uncertain what impact the Year 2000 issue will have on the Internet,
but major disruption is possible. We rely on telecommunications carriers to
transmit our Internet traffic over local and long distance networks. If their
networks fail for an extended period of time due to the Year 2000 issue, we
would not be able to operate and our business, financial condition and results
of operations would be materially adversely affected.

We are implementing a program to consider and address Year 2000 issues. We
are assessing software that we license from third parties and software that we
use internally. However, if compliance costs significantly exceed our estimate
or if corrective actions by ourselves or third parties are ineffective or not
completed in time, we may encounter Year 2000 problems with our internal
software or the software that we license from third parties. The Year 2000
problem also may affect us by causing disruptions in the business operations of
companies with which we do business, including our customers.

We have funded our Year 2000 plan from cash balances and have not separately
accounted for these costs in the past. To date, these costs have not been
material. We will incur additional costs related to the Year 2000 compliance
that could materially adversely affect our business, financial condition and
results of operations.

WE HAVE A SHORT OPERATING HISTORY.

We were incorporated in March 1995. We entered the opt-in email direct
marketing business in February 1996. Accordingly, we have a relatively limited
operating history upon which you can evaluate our business and prospects. Our
historical data is of limited value in projecting future operating results. In
addition, it is unlikely that the growth rates we have experienced are
sustainable as the market for opt-in email marketing services matures and more
competitors enter the field.

We will encounter risks and difficulties frequently experienced by
early-stage companies in new and rapidly evolving markets, including our ability
to:

- anticipate and adapt to our evolving market;

- implement sales and marketing initiatives;

- enhance our brands;

- attract, retain and motivate qualified personnel;

- respond to actions taken by our competitors;

- effectively manage our growth by building a solid base of management,
operations and technology; and

- integrate acquired businesses, consumer panels, technologies and services.

We may not successfully address any of these risks.

OUR QUARTERLY OPERATING RESULTS HAVE TENDED TO FLUCTUATE SEASONALLY.

Our quarterly operating results over the last three years have followed
seasonal patterns typical of the traditional postal direct marketing industry.
To date, our revenues have tended to be highest in the fourth quarter of the
year when direct marketers send out holiday promotions, and to be somewhat lower
during the summer when direct marketing activity is reduced overall.

7
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OUR FUTURE REVENUES ARE UNPREDICTABLE, AND OUR FINANCIAL RESULTS MAY FLUCTUATE.

Our historical financial data is not reliable as a basis upon which to
predict our future revenues or operating expenses for a number of reasons,
including our limited operating history, the emerging nature of our industry
category, and our growth strategy. Furthermore, there is no guarantee that the
seasonal fluctuations that we have experienced in our operating results to date
will continue as before as our business and the industry evolve and grow.

Our financial results may fluctuate significantly because of several
factors, many of which are beyond our control, such as the following:

- Revenues in any quarter are substantially dependent on orders booked and
delivered in that quarter;

- List rental may fluctuate due to seasonal and cyclical marketing
campaigns;

- The market in which we compete is relatively new and rapidly evolving;

- Our primary business is a relatively new form of direct marketing on the
Internet. As a result, our service often has a lengthy initial customer
sales cycle since we must educate potential customers on the use and
benefits of our service;

- The timing of large orders can significantly affect revenues within a
quarter;

- We expect to increase our expense levels in the near future in an attempt
to grow our database and our market share more rapidly. As a result, any
delay in generating or recognizing revenues could cause significant
variations in our operating results from quarter to quarter and could
result in operating losses;

- The relatively new industry in which we are engaged has not been tested in
a recessionary economic environment where budget constraints and
contraction in income available for discretionary purchases could reduce
the use of our services;

- Competition is increasing in our industry, and we anticipate that this
could result in changes in our sales or pricing policies or those of our
competitors; and

- General economic conditions and economic conditions specific to the
Internet and the online direct marketing industry may vary.

THERE IS NO ASSURANCE THAT WE WILL CONTINUE TO BE PROFITABLE, AND WE MAY INCUR
LOSSES IN THE FUTURE.

We had net income of $605,863 ($362,091 pro forma) in 1998 and $260,349
($154,377 pro forma) in 1997. As of June 30, 1999, we had retained earnings of
$919,567 and shareholder's equity of $920,567. We had net income of $1,325,207
($806,207 pro forma) for the six months ended June 30, 1999, as compared with
net income of $232,439 ($140,139 pro forma) for the six months ended June 30,
1998. We expect to increase our expenditures on sales and marketing, research
and development, and general and administrative expenses in order to expand our
business. If we acquire other businesses in connection with our planned
expansion, we may have to write off goodwill and/or other intangibles associated
with any such acquisition. Increased competition in our industry may also
adversely affect our profitability as may other conditions which may be beyond
our control. As a result, we may not be able to sustain our current levels of
profitability and may incur losses in the future. In addition, many of our
marketing customers are not profitable and may not have resources available in
the future to rent our lists or pay for our services.

IF OUR MARKETING CUSTOMERS CEASE TO DO BUSINESS WITH US, WE MIGHT BE UNABLE TO
REPLACE LOST REVENUES.

We have long-term contracts with relatively few of our 1,500 marketing
customers. There is no guarantee that any of our marketing customers will use
our lists in any particular quarter or that they will continue to use our lists

8
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in the future. Substantially all of the contracts with our marketing customers
can be terminated on short notice without penalty.

WE ARE DEPENDENT ON THIRD PARTIES TO GENERATE A SUFFICIENT NUMBER OF EMAIL
ADDRESSES AND, IF THEY TERMINATE THEIR AGREEMENTS WITH US, OUR BUSINESS COULD BE
SERIOUSLY HARMED.

We depend on our network of Web sites to post signup forms on their sites
and encourage visitors to their sites to sign up to receive commercial email
messages from our direct marketing customers about topics of interest. Several
high-traffic sites with which we signed partnership agreements in the past have
not been successful in generating large numbers of opt-in email addresses for
our database. Furthermore, the sites in the network:

- are not within our control;

- may incorporate into their Web sites the signup forms of other email
marketing companies in addition to or in place of our signup form; and

- are not obligated to continue to build lists for us.

Several Web sites have left our network due to financial concerns, privacy
concerns and philosophical differences over the validity of opt-in email
marketing. We intend to increase the size of our database through partnership
agreements with high-traffic Web sites, but there is no assurance that we will
do so in timely fashion or at all. Our increasing expenditures to develop this
channel could materially adversely affect our operating margins and our cash
flow. If we fail to successfully implement this strategy, our business,
financial condition and results of operations could be materially adversely
affected.

THE INTERNET USERS WHO SIGN UP TO RECEIVE OUR MAILINGS CAN OPT OUT, OR REMOVE
THEMSELVES FROM OUR LISTS, AT ANY TIME.

We provide detailed instructions at the top of every email message we send
out allowing Internet users to remove themselves from our lists. Because this is
a new business model, we do not know how long the average Internet user will
stay on our lists or how many mailings they will accept before opting out.
Currently, the opt-out rate is less than one percent on any given mailing.
However, as more and more marketers use our lists and send out offers, the
number of mailings sent to names on our lists also increases and the number of
those opting out may increase as well. If the rate of list removal requests were
to increase substantially, our fees for the use of our lists could decrease and
our business, financial condition, and results of operations could be materially
adversely affected.

OUR BUSINESS COULD BE SERIOUSLY AFFECTED BY THE PRIVACY CONCERNS OF INTERNET
USERS.

Our opt-in email direct marketing service collects consumer preference and
profile information each time an Internet user visits a participating Web site
and volunteers information in response to survey questions. Privacy concerns may
cause users to resist signing up for our lists and providing the personal data
necessary to support the growth and expansion of our database. More importantly,
even the perception of privacy concerns, whether or not valid, may indirectly
inhibit market acceptance of our service.

WE DEPEND ON THE CONTINUED GROWTH AND RETENTION OF OUR MARKETING CUSTOMERS.

Our success is dependent on the continued growth of our marketing customer
base and the retention of our marketing customers. We currently depend on a
limited number of marketing customers for a large part of our revenues. Our
ability to attract new marketing customers will depend on a variety of factors,
including the responsiveness, scalability, reliability and cost-effectiveness of
our email marketing services and our ability to effectively market these
services. Many of our current marketing customers initially use a small number
of our lists for testing purposes. If such a test mailing is successful, the
customer may repeat his mailing to a much larger universe of lists and continue
to use our lists in the future. If we fail to generate repeat and expanded
business from our current and future customers, our business, financial
condition and results of operations would be seriously harmed.

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WE RELY ON RESELLERS AND INTEND TO INCREASE OUR RELIANCE ON RESELLERS.

We intend to increase the proportion of our marketing customers obtained
through our reseller channels, which include list brokers, interactive
advertising agencies, Web design firms and Web sites that attract small business
owners. Our failure to do so could materially adversely affect our business,
financial condition and results of operations. Because we give resellers
discounts, any sales through resellers will have lower gross margins than direct
sales. To the extent we increase the proportion of sales through resellers, our
net revenues and gross profits could decrease. Our agreements with such
resellers are generally not exclusive and, in many cases, may be terminated by
either party without cause. These resellers do not have minimum purchase or
resale requirements. Many of these resellers market email lists that are
competitive with our email lists. These resellers may not give a high priority
to the marketing of our lists or may not continue to carry our lists. They may
give a higher priority to other lists, including their own lists or the lists of
our competitors. We may not retain any of our current resellers or successfully
recruit new resellers.

THE PLANNED EXPANSION OF OUR BUSINESS WILL STRAIN OUR MANAGEMENT SYSTEMS AND
OTHER RESOURCES.

We have already experienced significant expansion of our operations that has
placed a significant strain upon our management systems and resources. The
pursuit of our business strategy will continue to place a significant strain
upon our managerial, operational and financial resources. We will need to
improve our financial and management controls, reporting systems and procedures.
We will also have to continue to expand, train and manage our work force for
marketing, sales and technical support, product development, and infrastructure
management, and manage multiple relationships with customers and other third
parties. We also plan to expand the geographic scope of our customer base and
operations. We will need to continually expand and upgrade our technology
infrastructure and systems and ensure continued high levels of service, speedy
operation, and reliability. To achieve our objectives, we may acquire
technologies or products or enter into strategic alliances or acquisitions,
although we have no plans or agreements to do so at the present time. Our
failure to manage these tasks effectively could seriously harm our business,
financial condition and results of operations. Our senior management is not
experienced in managing the kind of rapid growth that we currently envision. In
addition, two members of our management team have joined us in June 1999.

WE FACE INTENSE COMPETITION.

The market for our service is intensely competitive, evolving and subject to
rapid technological change. We expect the intensity of competition to increase
in the future. We believe that we must rapidly expand our business and market
share. If we fail to do so, competitors may copy our business strategy or take
other steps to prevent us from achieving our goals. Competitors vary in size and
in the scope and breadth of the services offered. Our competitors include postal
direct marketing companies; Internet direct marketing companies; email list
owners that manage their own email lists in-house, and incentive marketers. In
addition, because there are relatively low barriers to entry in the email
marketing business, we expect additional competition from other established and
emerging companies as the email marketing business continues to develop and
expand. We expect to face competition from companies entering the field as email
list owners, managers and brokers. Companies that operate banner advertising
networks have entered the email marketing business through acquisitions of
competing email marketing companies. Some of those companies are public
companies and, consequently, have financial resources and access to capital and
other resources substantially greater than our own.

Many of our competitors have longer operating histories; significantly
greater financial, technical, marketing and other resources; significantly
greater name recognition, and a larger installed base of customers than we have.
In addition, many of our competitors have

10
<PAGE>
well-established relationships with current and potential customers of ours,
have extensive knowledge of our industry and are capable of offering a
single-vendor solution. As a result, our competitors may be able to respond more
quickly to new or emerging technologies and changes in customer requirements, or
to devote greater resources to the development, promotion and sale of their
services than we can. In addition, current and potential competitors have
established or may establish cooperative relationships among themselves or with
third parties to increase the ability of their services to address customer
needs. Accordingly, it is possible that new competitors or alliances among
competitors may emerge and rapidly acquire significant market share. We also
expect that competition will increase as a result of industry consolidations.

OUR MARKET IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE.

The life cycle of our service is difficult to predict because the market for
our service is characterized by:

- rapidly changing technology;

- evolving industry standards;

- introductions and enhancements of competitive products and services; and

- changing customer demands.

Accordingly, our future success depends on our ability to:

- adapt to rapidly changing technologies;

- adapt our services to evolving industry standards; and

- improve the performance, features and reliability of our service and
product offerings in response to competitive product and service offerings
and evolving demands of the marketplace.

We cannot assure you that we will succeed in addressing these issues. Our
efforts to upgrade our software or introduce new software may not be completed
in a timely fashion or at all and may result in errors which could seriously
harm us. In addition, the widespread adoption of new Internet networking
technologies or other technological changes could require us to expend
substantial amounts of capital to change our services or infrastructure.
Moreover, these changes may involve new technologies which may not be measurable
by our current methods.

WE PLAN TO EXPAND OUR OPERATIONS OVERSEAS AND, THEREFORE, OUR BUSINESS WILL BE
SUSCEPTIBLE TO NUMEROUS RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.

We cannot assure you that we will be successful in marketing our products
and services to clients in markets outside the United States. In addition, our
international operations will be subject to a number of inherent risks,
including:

- the impact of recessions in economies outside the United States;

- changes in regulatory requirements;

- reduced protection for intellectual property rights in some countries;

- potentially adverse tax consequences;

- economic and political instability; and

- fluctuations in currency exchange rates.

These risks may have a materially adverse effect on our business, financial
condition or results of operations.

WE ARE HIGHLY DEPENDENT UPON KEY PERSONNEL.

Our future success depends on the continued service of our senior
management, sales, marketing, customer service, administrative, and technology
personnel. Both our management team and our work force are currently small. The
loss of the services of one or more of our key personnel could seriously harm
our business, financial condition and results of operations. As of June 30,
1999, we only had 19 employees. Rosalind Resnick, our Chief Executive Officer,
President and Chairman of our board of directors, and Ryan Scott Druckenmiller,
our Chief Technology Officer and a member of our board of directors, founded us
and are essential to the continued viability of the business. We do not have key
man life insurance on either Ms. Resnick or Mr. Druckenmiller. In

11
<PAGE>
addition, we are likely to need to recruit additional senior management
personnel as our business grows, particularly in the international arena. Our
future success also depends on our continuing ability to attract, hire, train
and retain other highly skilled managerial, technical, sales, marketing and
customer service personnel in order to accommodate the growth of our business.
Competition for such personnel is intense, and we may fail to retain our key
employees, or attract, assimilate or retain other highly qualified personnel in
the future. The loss of the services of one or more of our key personnel or our
failure to attract, assimilate and retain other highly qualified personnel in
the future would materially adversely affect our business, financial condition
and results of operations.

WE MAY NOT BE ABLE TO SUCCESSFULLY PROTECT OUR INTELLECTUAL PROPERTY.

Although we are a marketing company, we also depend heavily on technology to
operate our business. Our success depends on protecting our intellectual
property, which is one of our most important assets. If we do not adequately
protect our intellectual property, our business, financial condition and results
of operations will be materially adversely affected.

We seek to avoid disclosure of our trade secrets, including, but not limited
to, requiring our staff and those persons with access to our proprietary
information to execute confidentiality and non-compete agreements with us and
restricting access to our source code. We seek to protect our software,
documentation and other written materials under trade secret and other
intellectual property laws, which afford only limited protection.

Although we have one pending U.S. patent application, it is possible that no
patent will issue from that application. Also, if any patent is issued to us, it
may not provide us with any competitive advantages. It is also possible that we
may not develop future proprietary services or technologies that are patentable
and that the patents of others may seriously limit our ability to do business.
In this regard, we have not performed any comprehensive analysis of patents of
others that may limit our ability to do business.

Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our service or to obtain and use information that
we regard as proprietary. While we are unable to determine the extent to which
piracy of our technology exists, software piracy can be expected to be a
persistent problem. In addition, the laws of some foreign countries do not
protect our proprietary rights to as great an extent as do the laws of the
United States. Our means of protecting our proprietary rights may not be
adequate and our competitors may independently develop similar technology,
duplicate our technology or design around patents issued to us or our other
intellectual property.

There has been a substantial amount of litigation in the software industry
regarding intellectual property rights. It is possible that, in the future,
third parties may claim that our current or potential future technologies
infringe upon their intellectual property. We expect that software developers
will increasingly be subject to infringement claims as the number of products
and competitors in our industry segment grows and the functionality of products
in different industry segments overlaps. Any such claims, with or without merit,
could be time-consuming, result in costly litigation and diversion of management
resources, cause product shipment delays or require us to enter into royalty or
licensing agreements. Such royalty or licensing agreements, if required, may not
be available on terms acceptable to us or at all, which could seriously harm our
business, financial condition and results of operations.

INCREASING GOVERNMENT REGULATION COULD LIMIT THE MARKET FOR OUR SERVICE, WHICH
COULD SERIOUSLY HARM OUR BUSINESS.

As Internet marketing and commerce evolves, we expect that federal, state or
foreign governments will increasingly adopt laws and regulations which could
hinder the acceptance of the Internet as a communications and commercial medium
or otherwise harm our business. We expect that laws or regulations will

12
<PAGE>
be enacted in various jurisdictions covering issues such as:

- the transmission of unsolicited email marketing messages;

- user privacy;

- content of email messages;

- quality of products and services; and

- the solicitation, collection, processing and distribution of
personal/customer information,

which could adversely affect our business. Laws and regulations regulating the
transmission of unsolicited email marketing messages are being considered by
many jurisdictions. Legislation of that type has recently been adopted by the
States of California, Virginia and Washington, and similar legislation is
pending in the State of New York and in Congress. The Telecommunications Act of
1996 prohibits some types of information and content from being transmitted over
the Internet. The prohibition's scope and the liability associated with a
Telecommunications Act violation are currently unsettled. In addition, although
substantial portions of the Communications Decency Act were held to be
unconstitutional, we cannot be certain that similar legislation will not be
enacted and upheld in the future. The European Union adopted a Directive on
Privacy, effective on October 24, 1998, which establishes minimum standards for
the collection and use of personal identifying information in the European Union
and prohibits the transfer of this information to countries whose privacy
standards are deemed inadequate.

ROSALIND RESNICK AND RYAN SCOTT DRUCKENMILLER CONTROL US, AND THEIR INTERESTS
MAY CONFLICT WITH YOUR INTERESTS.

We anticipate that after we complete this offering, Rosalind Resnick will
beneficially own approximately % of our common stock, and Ryan Scott
Druckenmiller will beneficially own approximately % of our common stock.
In addition to being our founders, as well as executive officers and members of
our board of directors, Ms. Resnick and Mr. Druckenmiller have chosen to be
partners in life. Ms. Resnick and Mr. Druckenmiller will be able to exercise
control over all matters requiring approval by our shareholders, including the
election of directors and approval of significant corporate transactions. This
concentration of ownership may also have the effect of delaying or preventing a
change in control of our company.

WE FACE UNCERTAINTY OF ADDITIONAL FINANCING FOR OUR CAPITAL NEEDS.

We currently anticipate that the net proceeds from this offering, together
with our funds from operations, will be sufficient to meet our anticipated need
for working capital, capital expenditures and business expansion for at least
the next twelve months. If we are unable to increase our revenues as
anticipated, we will need to raise additional funds. We may need more money
sooner if we:

- decide to expand faster than planned;

- develop new or enhanced services or products ahead of schedule;

- need to respond to competitive pressures; or

- need to acquire complementary products, businesses or technologies.

We currently do not have any commitments for additional financing. We cannot
be certain that additional financing will be available when and to the extent
required or that, if available, it will be on acceptable terms. If adequate
funds are not available on acceptable terms, we may not be able to fund our
expansion, develop or enhance our products or services or respond to competitive
pressures.

WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS.

Errors, omissions or defects in or other performance problems with our
service could result in financial or other damages to our marketing customers
because our marketing customers use our service for time-critical communications
with their prospective customers. Our marketing customers could seek damages for
losses from us. Our license agreements typically contain provisions designed

13
<PAGE>
to limit our exposure to such claims, but the protection afforded by such
provisions is dependent upon the solvency of the parties to our licensing
agreements and existing or future laws or unfavorable judicial decisions could
negate such limitation of liability provisions. We have not experienced any
liability claims to date. However, a liability claim brought against us, even if
not successful, would likely be time-consuming and costly. A liability claim
could materially adversely affect our business, financial condition and results
of operations.

WE MAY BE SUBJECT TO CLAIMS DUE TO THE ACTIVITIES OF OUR CUSTOMERS.

We cannot predict whether our role in facilitating our customers' promotion
of products and services would expose us to liability. If that should occur, we
could be required to expend significant management and financial resources to
address any such claim or to pay any fines or penalties which might result or we
could be required to alter or discontinue certain methods of doing business or
take other steps which could be materially adverse to our business, financial
condition, or results of operations. Our current insurance may not provide
adequate coverage against claims which could have an adverse effect on our
business.

THE FUTURE SALE OF SHARES OF OUR COMMON STOCK MAY NEGATIVELY AFFECT OUR STOCK
PRICE.

The shares of common stock that we are offering will be freely
tradable without restriction except for any shares purchased by our "affiliates"
as defined in Rule 144 under the Securities Act. In addition, if the
underwriters exercise their over-allotment option in part or in full, up to
additional shares will be issued and freely tradable, except for shares
purchased by our "affiliates." of our outstanding shares of common
stock are "restricted securities" as defined in Rule 144. Those shares may only
be resold if there is an effective registration statement under the Securities
Act covering those shares or an exemption from registration under Rule 144 or
otherwise is available. The holders of all currently outstanding have agreed
that they will not sell any shares without the prior consent of the
representative of the underwriters for a period of 180 days from the effective
date of this prospectus.

The market price of our common stock could decline as a result of sales by
our existing shareholders and optionholders of a large number of shares of our
common stock in the market after this offering or because of the perception that
such sales could occur. We intend to register all shares of our common stock
reserved for issuance under our stock option plan. Shares covered by such
registration will be eligible for resale in the public market, subject to Rule
144 limitations applicable to "affiliates" and to the lock-up agreements
described above. These sales also might make it more difficult for us to sell
equity securities in the future at a time and at a price that we deem
appropriate.

YOU WILL SUFFER DILUTION IN THE VALUE OF YOUR SHARES.

Investors purchasing shares in this offering will incur immediate and
substantial dilution in net tangible book value per share. To the extent
outstanding options to purchase common stock are exercised, there will be
further dilution.

THE LIQUIDITY OF OUR STOCK IS UNCERTAIN, SINCE IT HAS NEVER BEEN PUBLICLY
TRADED.

Prior to this offering, there has been no 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 market might
become.

THE MARKET PRICE OF OUR STOCK MAY BE ADVERSELY AFFECTED BY MARKET VOLATILITY.

The stock market has experienced extreme price and volume fluctuations,
particularly with respect to Internet-related stocks. The trading price of our
common stock could be subject to wide fluctuations in response to a various
factors, such as the following:

- fluctuations in our quarterly or annual results of operations;

14
<PAGE>
- changes in published earnings estimates by analysts and whether our
earnings meet or exceed such estimates;

- announcement of significant developments, such as the gain or loss of
contracts or relationships or innovations or product introductions by us
or our competitors;

- additions or departures of key personnel;

- changes in the rating or price targets of investment research analysts;
and

- changes in overall stock market conditions, including the stock prices of
other Internet companies.

In the past, companies that have experienced volatility in the market price
of their stock have been the object of securities class action litigation. If we
were subject to securities class action litigation, it could result in
substantial costs and a diversion of our management's attention and resources.

OUR OFFERING PRICE DOES NOT NECESSARILY RELATE TO ANY ESTABLISHED CRITERIA OF
VALUE, AND SO OUR STOCK MAY TRADE AT MARKET PRICES BELOW THE OFFERING PRICE.

The initial public offering price for the shares will be determined by
negotiations among us and the representative of the underwriters. This initial
price may not be indicative of prices that will prevail in the trading market.

WE DO NOT PLAN TO PAY CASH DIVIDENDS EVEN THOUGH WE MADE DISTRIBUTIONS TO OUR
SHAREHOLDERS WHEN WE WERE A PRIVATE COMPANY.

From the date of commencement of our business, we have elected to be taxed
as an S corporation under U.S. federal and state laws. In connection with that
election, we typically have made large distributions of income to our
shareholders each year, who were subject to all federal and substantially all
state taxes levied in respect of our earnings. Our shareholders paid taxes at
their personal tax rates on that income and we did not pay federal corporate
income taxes on that income. Upon consummation of this offering, we will cease
to be an S corporation and we will be taxed as a C corporation. As a result, we,
rather than our shareholders, will be taxed on income that we earn after the
date on which we cease to be an S corporation. We do not currently intend to pay
any cash dividends from or after that date.

EFFECTS OF CERTAIN ANTI-TAKEOVER PROVISIONS.

Certain provisions of our certificate of incorporation, by-laws and New York
law could, together or separately:

- discourage potential acquisition proposals;

- delay or prevent a change in control; and

- limit the price that certain investors might be willing to pay in the
future for shares of our common stock.

In particular, after adoption of our proposed restated certificate of
incorporation, the Board of Directors may issue up to 5,000,000 shares of
preferred stock with rights and privileges that might be senior to our common
stock, without the consent of the holders of common stock.

15
<PAGE>
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this prospectus contains forward-looking
statements within the meaning of the federal securities laws. These statements
are not historical facts, but rather are based on our current expectations,
assumptions, estimates and projections about us and our industry, and certain
beliefs and assumptions. Words including "may," "could," "would," "will,"
"anticipates," "expects," "intends," "plans," "projects," "believes," "seeks,"
"estimates," and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are
beyond our control, are difficult to predict and could cause actual results to
differ materially from those expressed or forecasted in the forward-looking
statements. These risks and uncertainties are described in "Risk Factors" and
elsewhere in this prospectus. We caution you not to place undue reliance on
these forward-looking statements, which reflect our management's view only as of
the date of this prospectus. We are not obligated to update or revise these
forward-looking statements to reflect new events or circumstances after the date
of this prospectus.

TERMINATION OF S CORPORATION STATUS

At our founding, we elected to be taxed as an S corporation. An S
corporation is exempt from federal and certain state and local taxes with the
owners being taxed instead of the business entity. As a result, our shareholders
during this period, Ms. Resnick and Mr. Druckenmiller, were subject to all
federal and certain state taxes levied on our earnings.

Immediately prior to the effective date of this offering, we will terminate
the S corporation election. Adjustments were necessary to reflect income tax
expense in our pro forma statements of operations to show the tax expense that
would have been recorded had we been taxed as a C corporation.

We agreed with Ms. Resnick and Mr. Druckenmiller that, if any adjustment is
made to our taxable income for any period through the date on which the S
corporation election is terminated that increases their tax liability, we will
reimburse them to the extent our tax liability is decreased. If an adjustment
during that period increases our tax liability, they will reimburse us to the
extent their tax liability is decreased. These reimbursements to Ms. Resnick and
Mr. Druckenmiller must also compensate them for any taxes due as a result of our
reimbursement to them.

In connection with the termination of our S corporation status, we intend to
declare a distribution (the "S Corporation Distribution") to our shareholders of
record as of such date. Such distribution will represent an amount equal to the
expected tax liability of each shareholder based on his or her share of our
taxable income. The actual amount of the S Corporation Distribution will be
adjusted to include our taxable income for the year through the day preceding
the date on which S corporation status is terminated, less distributions made to
the shareholders during that period. We expect that the distribution will be
funded from our cash flow from operations.

16
<PAGE>
USE OF PROCEEDS

We estimate that the net proceeds from the sale of the shares of common
stock in this offering will be approximately $45,000,000. If the underwriters
fully exercise the over-allotment option, the net proceeds of the shares sold by
NetCreations will be approximately $51,975,000. "Net proceeds" is what
NetCreations expects to receive after paying the underwriting discount and other
expenses related to the offering. For the purpose of estimating net proceeds,
NetCreations is assuming that the public offering price will be $ per share.

We intend to use the net proceeds to:

- expand the sales and marketing functions of our business;

- continue to upgrade our hardware to support the rapid growth of our
business, including co-locating our servers and increasing the
redundancy of our networks and database storage systems;

- pursue continued research and development of our systems to improve the
services we provide to our list owners and marketers as well to ensure
the quality of the delivery of messages to our subscribers; and

- fund general corporate purposes, including working capital.

To achieve our expansion and growth plans, we may also use a portion of the
net proceeds to acquire or invest in companies, technologies or expertise
complementary to our business. From time to time, we evaluate potential
acquisitions of companies, technologies and expertise. We have no agreements for
acquisitions or investments of that nature at this time.

The timing and amount of NetCreations' actual expenditures will be based on
many factors, including changes in technology, the availability of human
resources and cash flow from operations. The proposed use of the net proceeds of
the offering represents our management's best estimate of the expected
utilization of funds to finance our activities in accordance with our
management's current objectives and market conditions. Our management and board
of directors may actually allocate the funds in significantly different
proportions depending upon their assessment of our needs at that time.

Until NetCreations uses the net proceeds of the offering, NetCreations will
invest the funds in short-term, investment-grade, interest-bearing securities.

DIVIDEND POLICY

We have made distributions to our shareholders during the time we were
deemed an S corporation. Immediately prior to the closing of this offering, we
will change our status to a C corporation. We anticipate that we will retain
earnings to support operations and to finance the growth and development of our
business. Therefore, we do not expect to pay cash dividends in the foreseeable
future. Any future determination to pay cash dividends will be at the discretion
of our board of directors and will be dependent on the financial condition,
operating results, capital requirements and other factors that our board deems
relevant.

17
<PAGE>
CAPITALIZATION

The following table should be read in conjunction with our financial
statements and the notes included elsewhere in this prospectus. The following
table shows the capitalization of NetCreations as of June 30, 1999. Our
capitalization is presented on an actual basis and on an as adjusted basis to
reflect the sale of shares of common stock at an assumed initial public
offering price of $ per share and the use of the net proceeds as described
under "Use of Proceeds."

The number of issued and outstanding shares in the following table excludes
shares of common stock reserved for issuance under our stock option plan of
which shares were subject to outstanding options as of the date of this
prospectus at a weighted average exercise price of $ per share.

<TABLE>
<CAPTION>
JUNE 30, 1999
---------------------------
<S> <C> <C>
ACTUAL AS ADJUSTED
------------ -------------
Short-term debt, including current portion of long-term debt..................... $ 93,419 $ 93,419
------------ -------------
------------ -------------
Long-term debt, less current portion............................................. $ 101,291 $ 101,291
------------ -------------
Stockholders' equity:
Preferred Stock, no par value; no shares authorized, issued or outstanding,
actual; 5,000,000 authorized, no shares issued and outstanding, as
adjusted..................................................................... -- --
Common Stock; $.01 par value; 2,000 shares authorized, 100 shares issued and
outstanding, actual; shares authorized, shares issued and outstanding,
as adjusted.................................................................. 1 1
Additional paid-in capital..................................................... 999 45,000,999
Retained earnings.............................................................. 919,567 919,567
------------ -------------
Total stockholders' equity................................................... 920,567 45,920,567
------------ -------------
Total capitalization....................................................... $ 1,021,858 $ 46,021,858
------------ -------------
------------ -------------
</TABLE>

18
<PAGE>
DILUTION

Purchasers of the common stock in this offering will experience immediate
and substantial dilution in the pro forma net tangible book value of the common
stock from the initial public offering price. NetCreations' net tangible book
value on June 30, 1999 was approximately $807,904, or $. per share. "Net
tangible book value" is total assets minus the sum of liabilities and intangible
assets. "Net tangible book value per share" is net tangible book value divided
by the total number of shares outstanding before the offering, after giving
effect to the -to- stock split.

After giving effect to adjustments relating to the offering, NetCreations'
pro forma net tangible book value on , , would have been
$ or $ per share. The adjustments made to determine pro forma net
tangible book value per share are the following:

- An increase in total assets to reflect the net proceeds of the offering as
described under "Use of Proceeds," assuming that the public offering price
will be $ per share.

- The addition of the number of shares offered by this prospectus to the
number of shares outstanding.

The following table illustrates the pro forma increase in net tangible book
value of $ per share and the dilution (the difference between the offering
price per share and net tangible book value per share) to new investors:

<TABLE>
<S> <C> <C>
Assumed public offering price per share................. $
Net tangible book value per share as of June 30, 1999... $
Increase in net tangible book value per share
attributable to this offering.........................
---------
Pro forma net tangible book value per share as of
, after giving effect to this offering....
---------
Dilution per share to new investors..................... $
---------
---------
</TABLE>

The following table shows the difference between existing stockholders and
new investors with respect to the number of shares purchased from NetCreations,
the total consideration paid and the average price paid per share. The table
assumes that the public offering price will be $ per share.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------------------ ----------------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
----------------- ----------- ------------------ --------- -----------
<S> <C> <C> <C> <C> <C>
Existing stockholders..................... % $ 1,000% $
New investors.............................
----------------- ----------- ------------------ --------- -----------
Total................................... 100.0% $ 100.0%
----------------- ----------- ------------------ --------- -----------
----------------- ----------- ------------------ --------- -----------
</TABLE>

19
<PAGE>
SELECTED FINANCIAL DATA

This section presents selected historical financial data of NetCreations.
The data set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
you should read carefully the financial statements included in this prospectus,
including the notes to the financial statements. The selected data in this
section is not intended to replace the financial statements.

NetCreations derived the statement of operations data for the years ended
December 31, 1996, 1997 and 1998, and balance sheet data as of December 31, 1997
and 1998 from the audited financial statements in this prospectus. Those
financial statements were audited by Grant Thornton LLP, independent certified
public accountants. NetCreations derived the balance sheet data as of December
31, 1996 from audited financial statements that are not included in this
prospectus. NetCreations derived the statement of operations data for the period
from NetCreations' inception to December 31, 1995 and the balance sheet data as
of December 31, 1995 from unaudited financial statements prepared by management.
In the opinion of management, such information has been prepared on the same
basis as the audited financial statements included elsewhere in this prospectus.
NetCreations derived the statement of operations data for the six months ended
June 30, 1998 and 1999 and balance sheet data as of June 30, 1999 from the
unaudited financial statements included in this prospectus. NetCreations'
management believes that the unaudited historical financial statements contain
all adjustments needed to present fairly the information included in those
statements, and that the adjustments made consist only of normal recurring
adjustments. Historical results are not necessarily indicative of the results to
be expected in the future. The results of operations for the six months ended
June 30, 1999 are not necessarily indicative of the results to be expected for
the entire year.

20
<PAGE>

<TABLE>
<CAPTION>
PERIOD FROM SIX MONTHS ENDED
INCEPTION TO YEAR ENDED DECEMBER 31, JUNE 30,
DECEMBER 31, ----------------------------------- ------------------------
1995 1996 1997 1998 1998 1999
------------ --------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
STATEMENTS OF OPERATIONS DATA:
Net revenues..................... $ 101,652 $ 476,190 $ 1,100,781 $ 3,446,539 $ 1,186,198 $ 5,272,594
Cost of revenues................. 8,213 43,090 173,124 1,509,776 422,493 2,577,967
------------ --------- ----------- ----------- ----------- -----------
Gross profit..................... 93,439 433,100 927,657 1,936,763 763,705 2,694,627
------------ --------- ----------- ----------- ----------- -----------
Operating expenses:
Selling and marketing.......... 29,482 195,451 289,904 492,004 202,292 601,960
Technology, support and
development.................. 28,275 177,923 193,554 373,746 137,930 191,805
General and administrative..... 12,893 60,734 151,307 369,508 153,861 372,504
Depreciation and
amortization................. 554 9,515 23,414 9,483 45,151
------------ --------- ----------- ----------- ----------- -----------
Total operating expenses......... 70,650 434,662 644,280 1,258,672 503,566 1,211,420
------------ --------- ----------- ----------- ----------- -----------
Income (loss) before income tax
provision...................... 22,789 (1,562) 283,377 678,091 260,139 1,483,207
Income tax provision (benefit)... -- 7,434 23,028 72,228 27,700 158,000
------------ --------- ----------- ----------- ----------- -----------
Net income (loss)................ $ 22,789 $ (8,996) $ 260,349 $ 605,863 $ 232,439 $ 1,325,207
------------ --------- ----------- ----------- ----------- -----------
------------ --------- ----------- ----------- ----------- -----------
Net income (loss) per share-basic
and diluted.................... $ $ $ $ $ $
------------ --------- ----------- ----------- ----------- -----------
------------ --------- ----------- ----------- ----------- -----------
Shares used in per share
computation....................

PRO FORMA DATA: (1)
Historical income (loss) before
income tax provision........... $ 22,789 $ (1,562) $ 283,377 $ 678,091 $ 260,139 $ 1,483,207
Pro forma income tax provision
(benefit)...................... 3,500 (1,000) 129,000 316,000 120,000 677,000
------------ --------- ----------- ----------- ----------- -----------
Pro forma net income (loss)...... $ 19,289 $ (562) $ 154,377 $ 362,091 $ 140,139 $ 806,207
------------ --------- ----------- ----------- ----------- -----------
------------ --------- ----------- ----------- ----------- -----------
Pro forma basic and diluted net
income (loss) per share........ $ $ $ $ $ $
------------ --------- ----------- ----------- ----------- -----------
------------ --------- ----------- ----------- ----------- -----------
Shares used in per share
computation....................
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------- JUNE 30,
1996 1997 1998 1999
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash............................................................. $ 32,981 $ 54,002 $ 96,855 $ 521,086
Working capital (deficiency)..................................... (16,593) 68,698 339,981 539,950
Total assets..................................................... 59,372 233,489 943,804 2,586,165
Long-term debt (including current portion)....................... -- -- 44,511 169,710
Total stockholders' equity (deficiency).......................... (5,459) 121,129 476,992 920,567
</TABLE>

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

(1) We have elected to be taxed as an S corporation for federal and state income
tax purposes, since our inception. Accordingly, no provision has been made
for federal and certain state income taxes. Pro forma net income has been
computed as if the Company had been fully subject to federal, state and city
income taxes.

21
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YOU SHOULD READ THIS DISCUSSION TOGETHER WITH THE FINANCIAL STATEMENTS AND
OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS.

OVERVIEW

We are a leading provider of comprehensive Internet-based opt-in email
direct marketing solutions. Our opt-in email marketing system enables direct
marketers to target promotional campaigns to consumers who have given us or our
network partners permission to send them promotional email messages in any of
over 3,000 topical categories. To date, we have compiled over 3 million email
addresses through our network of over 175 Web sites including such well-known
sites as CMPnet, NetZero and LinkExchange. Our technology allows real-time,
online email address list selection and ordering by direct marketers, as well as
response-tracking.

We generate substantially all of our revenues by providing Internet opt-in
email direct marketing services to our advertising customers. We charge direct
marketers for each use of an opt-in email address that we own or manage. Revenue
is recognized when email messages are transmitted to the selected addresses. Our
revenues are net of volume discounts and broker discounts.

Cost of revenues consists primarily of fees incurred, typically 50% of the
gross revenues less volume discounts, to participating list owners on each
mailing. We do not incur these fees when customers select names from our own
list. As of June 30, 1999, we owned approximately 7.2% of the total names in our
database. We expect, however, that the proportion of the names that we own in
our database will continue to decrease over time.

For the year ended December 31, 1998, we had net revenues of $3,446,539 and
net income of $605,863. For the first six months of 1999, we had net revenues of
$5,272,594 and net income of $1,325,207. We intend to implement our business
strategy by increasing expenditures on sales and marketing, new product
offerings, technology, and infrastructure development. Those expenditures, as
well as various factors beyond our control, including increased competition, may
negatively impact our operating margins and our profitability in the future.
Additionally, future profits are likely to be negatively impacted by the initial
granting of stock options to employees under our 1999 Stock Option Plan.

22
<PAGE>
RESULTS OF OPERATIONS

The following table sets forth our statement of operations expressed as a
percentage of total net revenues:

<TABLE>
<CAPTION>
PERIOD FROM SIX MONTHS ENDED
INCEPTION TO YEAR ENDED DECEMBER 31, JUNE 30,
DECEMBER 31, ------------------------------- --------------------
1995 1996 1997 1998 1998 1999
--------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net revenues........................................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues.................................... 8.1 9.0 15.7 43.8 35.6 48.9
----- --------- --------- --------- --------- ---------
Gross profit.................................... 91.9 91.0 84.3 56.2 64.4 51.1
Operating expenses
Selling and marketing............................. 29.0 41.0 26.3 14.3 17.1 11.4
Technology, support and development............... 27.8 37.4 17.6 10.8 11.6 3.6
General and administrative........................ 12.7 12.8 13.7 10.7 13.0 7.1
Depreciation and amortization..................... 0.0 0.1 0.9 0.7 0.8 0.9
----- --------- --------- --------- --------- ---------
Total operating expenses........................ 69.5 91.3 58.5 36.5 42.5 23.0
----- --------- --------- --------- --------- ---------
Income (loss) before income tax provision........... 22.4 (0.3) 25.8 19.7 21.9 28.1
Income tax provision................................ 3.4 1.6 2.1 2.1 2.3 3.0
----- --------- --------- --------- --------- ---------
Net income (loss)............................... 19.0% (1.9)% 23.7% 17.6% 19.6% 25.1%
----- --------- --------- --------- --------- ---------
----- --------- --------- --------- --------- ---------
</TABLE>

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

NET REVENUES. Net revenues increased 344.5% from $1,186,198 for the six
months ended June 30, 1998 to $5,272,594 for the six months ended June 30, 1999.
This increase was the result of continued growth in the number of messages
delivered for our clients as well as the number of clients utilizing our opt-in
database. The number of email addresses managed grew from approximately 1.4
million names at the end of June, 1998 to approximately 3.3 million names by the
end of June, 1999, primarily a result of the addition of Web sites to our
network.

We recently terminated our list management and list brokerage agreement with
YesMail.com. Use of our lists by YesMail.com as a list reseller accounted for
approximately 7% of our net revenues in 1998 and approximately 18% of our net
revenues for the first six months of 1999. Although we can give no assurance, we
anticipate that substantially all of such net revenues will be replaced by
selling our services, either directly or indirectly through other list brokers,
to marketers represented by YesMail.com as well as other marketing customers. In
addition, net revenues derived from YesMail.com as a list owner represented 3.3%
and 1.6% in 1998 and the first six months of 1999, respectively.

COST OF REVENUES. Cost of revenues increased 510.2% from $422,493, or 35.6%
of revenues, for the six months ended June 30, 1998 to $2,577,967, or 48.9% of
revenues, for the six months ended June 30, 1999. This increase was the result
of a more rapid increase in names being added through the more than 175 Web
sites in our network, to which we incur commission expenses, as compared to the
increase in the Company's own subscriber list, on which we do not incur
commissions.

SELLING AND MARKETING. Selling and marketing expenses increased 197.6% from
$202,292 for the six months ended June 30, 1998 to $601,960 for the six months
ended June 30, 1999. Selling and marketing expenses consisted primarily of
personnel costs and direct expenditures for advertising, promotional programs
and other related activities. This increase was the result of our expansion of
the business and is attributable to an increase in the number of employees.
Additionally, advertising expenditures increased by $71,900, in connection with
our efforts to enhance recognition of our company and the services we provide.

23
<PAGE>
TECHNOLOGY, SUPPORT AND DEVELOPMENT. Technology, support and development
expenses increased 39.1% from $137,930 for the six months ended June 30, 1998 to
$191,805 for the six months ended June 30, 1999. Technology, support and
development expenses consisted primarily of personnel costs and expenditures for
software and related supplies. This increase was the result of the hiring of
three employees during the first half of 1999, in connection with our efforts to
improve the efficiency of PostMasterDirect.com and expand its capabilities.

GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
142.1% from $153,861 for the six months ended June 30, 1998 to $372,504 for the
six months ended June 30, 1999. General and administrative expenses consisted
primarily of personnel, facilities, communication costs and professional fees.
This increase was attributable to the addition of two employees to support
growth in business activity, space expansion at our current location,
professional fees in connection with various legal matters relating to customer
and employment agreements, intellectual property and employee benefit matters,
and accounting and auditing fees.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased 376.1% from $9,483 for the six months ended June 30, 1998 to $45,151
for the six months ended June 30, 1999. Depreciation and amortization expenses
consisted primarily of depreciation of computer equipment. This increase was
primarily a result of investments in computer equipment.

INCOME TAXES. As the Company had elected to be taxed as an S corporation
for federal and certain state tax purposes, the provision for income taxes for
the first six months of 1998 and 1999 represents state and local taxes only to
the extent they do not recognize the S corporation status, based on the pre-tax
operating results for each year.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1998

NET REVENUES. Net revenues increased 213.1% from $1,100,781 for the year
ended December 31, 1997 to $3,446,539 for the year ended December 31, 1998. This
increase was the result of continued growth in the number of messages delivered
for our clients as well as increases in the number of clients utilizing our
opt-in, subscriber database. The number of subscribers managed in our database
grew from approximately 675,000 names at the end of 1997 to approximately 1.9
million names by the end 1998, primarily a result of the addition of Web sites
to our network.

COST OF REVENUES. Cost of revenues increased 772.1% from $173,124, or 15.7%
of revenues, for the year ended December 31, 1997 to $1,509,776, or 43.8% of
revenues, for the year ended December 31, 1998. This was the result of a more
rapid increase in the number of names being added through the addition of Web
sites to our network, to which we incur commission expenses, as compared to the
increase in the Company's own subscriber list, on which we do not incur
commissions.

SELLING AND MARKETING. Selling and marketing expenses increased 69.7% from
$289,904 for the year ended December 31, 1997 to $492,004 for the year ended
December 31, 1998. Of this increase, $145,000 was attributable to rising
personnel costs, including the addition of four employees. Additionally,
advertising expenditures increased by approximately $54,000, to heighten market
awareness of our company and the email marketing services we provide.

TECHNOLOGY, SUPPORT AND DEVELOPMENT. Technology, support and development
expenses increased 93.1% from $193,554 for the year ended December 31, 1997 to
$373,746 for the year ended December 31, 1998. This increase was attributable to
a combination of hiring additional employees and utilitzing consultants to
enhance the business support system and improving the infrastructure and
capabilities of PostMasterDirect.com.

GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
144.2% from $151,307 for the year ended December 31, 1997 to $369,508 for the
year ended December 31, 1998. This was

24
<PAGE>
generally attributable to growth in business activities and the establishment of
an office facility, replacing our former home-based office.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased 146.1% from $9,515 for the year ended December 31, 1997 to $23,414 for
the year ended December 31, 1998. This increase was primarily a result of
investments in computer equipment.

INCOME TAXES. As the Company had elected to be taxed as an S corporation
for federal and certain state tax purposes, the provision for income taxes for
1997 and 1998 represents state and local taxes only to the extent that they do
not recognize the S Corporation status, based on the pre-tax operating results
for each year.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1997

NET REVENUES. Net revenues increased 131.2% from $476,190 for the year
ended December 31, 1996 to $1,100,781 for the year ended December 31, 1997. This
increase was the result of a shift in the focus of our business from Web site
promotion to email direct marketing and the growth in the number of messages
delivered for our clients as well as the number of clients utilizing our opt-in,
subscriber database.

COST OF REVENUES. Cost of revenues increased 301.8% from $43,090, or 9.0%
of revenues, for the year ended December 31, 1996 to $173,124, or 15.7% of
revenues, for the year ended December 31, 1997. This increase was the result of
a shift in the focus of our business from Web site promotion to email direct
marketing and the increase in the number of names being added through additional
Web sites, the majority of which were added during 1997. The lower amount in
1996 represents higher utilization of names in the Company's list prior to the
expansion of the program.

SELLING AND MARKETING. Selling and marketing expenses increased 48.3% from
$195,451 for the year ended December 31, 1996 to $289,904 for the year ended
December 31, 1997. This was primarily attributable to increases in advertising
expenditures in various marketing publications and attendance at industry
related trade shows and conferences.

TECHNOLOGY, SUPPORT AND DEVELOPMENT. Technology, support and development
expenses increased 8.8% from $177,923 for the year ended December 31, 1996 to
$193,554 for the year ended December 31, 1997 as a result of additional
personnel costs incurred during the year.

GENERAL AND ADMINISTRATIVE. General and administrative expenses increased
149.1% from $60,734 for the year ended December 31, 1996 to $151,307 for the
year ended December 31, 1997. This increase was generally attributable to
additional employees hired to support growth in business activity,
infrastructure development expenses and various legal and accounting services.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
increased 1,617.5% from $554 for the year ended December 31, 1996 to $9,515 for
the year ended December 31, 1997. This increase was primarily as a result of
investments in computer equipment and furniture.

INCOME TAXES. As the Company had elected to be taxed as an S corporation
for federal and certain state tax purposes, the provision for income taxes for
1996 and 1997 represents state and local taxes only to the extent they do not
recognize the S corporation status, based on the pre-tax operating results for
each year.

QUARTERLY RESULTS OF OPERATIONS

The following tables set forth certain unaudited quarterly information for
each quarter of the 1998 fiscal year and the first two quarters of 1999. This
quarterly information has been prepared on a basis consistent with the audited
financial statements and, we believe, includes all adjustments, consisting of

25
<PAGE>
normal recurring adjustments, necessary for a fair presentation of the
information shown. Our quarterly operating results may fluctuate significantly
as a result of a variety of factors and operating results for any quarter are
not necessarily indicative of results for a full fiscal year.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1998 1999
-------------------------------------------------- --------------------------

<CAPTION>
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 MARCH 31 JUNE 30
---------- ---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues............................. $ 476,545 $ 709,653 $ 876,135 $1,384,206 $ 1,694,505 $ 3,578,089
Cost of revenues......................... 139,913 282,580 390,054 697,229 827,152 1,750,815
---------- ---------- ------------ ------------ ------------ ------------
Gross profit......................... 336,632 427,073 486,081 686,977 867,353 1,827,274
Operating expenses
Selling and marketing.................. 82,870 119,422 129,872 159,840 294,328 307,632
Technology, support and development.... 55,169 82,762 94,498 141,317 85,981 105,824
General and administrative............. 71,500 82,361 114,727 100,920 138,866 233,638
Depreciation and amortization.......... 4,130 5,352 7,193 6,739 17,354 27,797
---------- ---------- ------------ ------------ ------------ ------------
Total operating expenses............. 213,669 289,897 346,290 408,816 536,529 674,891
---------- ---------- ------------ ------------ ------------ ------------
Income before income tax provision....... 122,963 137,176 139,791 278,161 330,824 1,152,383
Income tax provision..................... 13,100 14,600 14,900 29,628 36,300 121,700
---------- ---------- ------------ ------------ ------------ ------------
Net income........................... $ 109,863 $ 122,576 $ 124,891 $ 248,533 $ 294,524 $ 1,030,683
---------- ---------- ------------ ------------ ------------ ------------
---------- ---------- ------------ ------------ ------------ ------------
</TABLE>

Our operating results for these fiscal quarters expressed as a percentage of
sales were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1998 1999
-------------------------------------------------- --------------------------

<CAPTION>
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 MARCH 31 JUNE 30
---------- ---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues............................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues......................... 29.4 39.8 44.5 50.4 48.8 48.9
---------- ---------- ------------ ------------ ------------ ------------
Gross profit......................... 70.6 60.2 55.5 49.6 51.2 51.1
Operating expenses
Selling and marketing.................. 17.3 16.8 14.8 11.5 17.4 8.6
Technology, support and development.... 11.6 11.7 10.8 10.2 5.1 3.0
General and administrative............. 15.0 11.6 13.1 7.3 8.2 6.5
Depreciation and amortization.......... 0.9 0.8 0.8 0.5 1.0 0.8
---------- ---------- ------------ ------------ ------------ ------------
Total operating expenses............. 44.8 40.9 39.5 29.5 31.7 18.9
---------- ---------- ------------ ------------ ------------ ------------
Income before income tax provision....... 25.8 19.3 16.0 20.1 19.5 32.2
Income tax provision..................... 2.7 2.0 1.7 2.1 2.1 3.4
---------- ---------- ------------ ------------ ------------ ------------
Net income........................... 23.1% 17.3% 14.3% 18.0% 17.4% 28.8%
---------- ---------- ------------ ------------ ------------ ------------
---------- ---------- ------------ ------------ ------------ ------------
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have primarily financed our business using the cash
flow generated from operations. We borrow under our line of credit to supplement
operating cash.

Net cash provided by operating activities was $40,500 for the year ended
December 31, 1996, $205,700 for the year ended December 31, 1997, and $375,600
for the year ended December 31, 1998, and $1,439,700 for the six months ended
June 30, 1999.

26
<PAGE>
Net cash used in investing activities was $11,100 for the year ended
December 31, 1996, $51,000 for the year ended December 31, 1997, $79,500 for the
year ended December 31, 1998, and $76,900 for the six months ended June 30,
1999. Cash used in investing activities was for the purchase of capital
expenditures, primarily computer hardware and software for the operation and
support of our business activties.

Net cash used in financing activities was none for the year ended December
31, 1996, $133,800 for the year ended December 31, 1997, $253,300 for the year
ended December 31, 1998, and $938,600 for the six months ended June 30, 1999.
Cash used in financing activities was primarily for distributions to the
shareholders relating to our election to be taxed as an S corporation.

As of June 30, 1999, we had $521,100 of cash and our principal commitments
consisted of $169,700 of obligations under our capital lease financing
arrangement. Although we have no material commitments for capital expenditures,
we expect to increase our capital expenditures and lease commitments consistent
with our expected growth in operations, infrastructure and personnel.

We believe that the proceeds from this offering, together with anticipated
cash flow from operations and funds available from our credit facility, will be
sufficient to satisfy our working capital and capital expenditure requirements
for at least the next 12 months. In connection with our expansion program, we
plan to incur substantial costs over the near term primarily by increased
staffing of our sales and service groups, increased advertising and marketing
activities and additional capital expenditures, primarily for computer equipment
which will result in increased depreciation costs. Changes in our operating
plans, acceleration of our expansion plans, lower than anticipated sales,
increased expenses, potential acquisitions or other events may cause us to seek
additional financing sooner than anticipated. We maintain a revolving line of
credit with Citibank, N.A. which provides for aggregate borrowings of up to
$500,000. Additional financing may not be available on acceptable terms, or at
all. Failure to obtain additional financing as needed could have a material
adverse effect on our business and results of operations.

SEASONALITY

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"),
"Disclosures About Segments of an Enterprise and Related Information." SFAS No.
131 establishes standards for the way companies report information about
operating segments in annual financial statements. It also establishes standards
for related disclosures about products and services, geographic areas and major
customers. The disclosures prescribed in SFAS No. 131 are effective for the year
ended December 31, 1998. The Company has determined that it operates as one
business segment, a provider of Internet marketing services.

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging
Activities," which defines derivatives, requires that all derivatives be carried
at fair value, and provides for hedge accounting when certain conditions are
met. SFAS No. 133 is effective for us in 2002. Although we have not fully
assessed the implications of SFAS No. 133, we do not believe that the adoption
of this statement will have a material impact on our financial position or
results of operations.

27
<PAGE>
In April 1998, Statement of Position (SOP) 98-5, "Reporting on the Costs of
Start-Up Activities" was issued by the Accounting Standards Executive Committee.
SOP 98-5 provides guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and organization
costs to be expensed as incurred, and is effective for fiscal years beginning
after December 15, 1998. The adoption of this SOP will not have a material
effect on our operations.

THE YEAR 2000

Historically, most computer databases, as well as embedded microprocessors
in computer systems and industrial equipment, were designed with date data using
only two digits of the year. Most computer programs, computers and embedded
microprocessors controlling equipment were programmed to assume that all two
digit dates were preceded by "19," causing "00" to be interpreted as the year
1900. This formerly common practice now could result in a computer system or
embedded microprocessor which fails to recognize properly a year that begins
with "20," rather than "19." This in turn could result in computer system
miscalculations or failures, as well as failures of equipment controlled by date
sensitive microprocessors, and is generally referred to as the "Year 2000"
issue.

OUR STATE OF YEAR 2000 READINESS

We designed our current software to be Year 2000 compliant when configured
and used in accordance with the related documentation, and provided that the
underlying operating system of the host machine and any other software used with
or in the host machine or our service are Year 2000 compliant. However, we have
not tested our software for Year 2000 compliance.

We have not tested software obtained from third parties. However, we are
seeking assurances from our vendors that licensed software is Year 2000
compliant. Despite assurances from developers of software incorporated into our
software, our software may contain undetected errors or defects associated with
Year 2000 date functions. Known or unknown errors or defects in our software
could result in delay or loss of revenues, diversion of development resources,
damage to our reputation, or increased service and warranty costs, any of which
could seriously harm our business, financial condition and results of
operations. Some commentators have predicted significant litigation regarding
Year 2000 compliance issues, and we are aware of such lawsuits against other
software vendors. Because of the unprecedented nature of such litigation, it is
uncertain whether or to what extent we may be affected by it.

We are assessing our material internal information technology systems,
including both our own software products and third-party software and hardware
technology, but we have not initiated an assessment of our non-information
technology systems. We expect to complete testing of our information technology
systems in 1999. To the extent that we are not able to test the technology
provided by third-party vendors, we are seeking assurances from such vendors
that their systems are Year 2000 compliant. We are not currently aware of any
significant operational issues or costs associated with preparing our internal
information technology and non-information technology systems for the Year 2000.
However, we may experience significant unanticipated problems and costs caused
by undetected errors or defects in the technology used in our internal
information technology and non-information technology systems.

We do not currently have any information concerning the Year 2000 compliance
status of our customers. Our current or future customers may incur significant
expenses to achieve Year 2000 compliance. If our customers are not Year 2000
compliant, they may experience material costs to remedy problems, they may face
litigation costs and they may delay purchases or implementation of our service.
Year 2000 issues could reduce or eliminate the budgets that current or potential
customers could have for purchases of our service. As a result, our business,
financial condition and results of operations could be seriously harmed.

28
<PAGE>
THE COSTS TO ADDRESS OUR YEAR 2000 ISSUES

We estimate that we have incurred nominal costs to date in connection with
our year 2000 plan. We currently estimate the total costs of completing our year
2000 plan, including costs incurred to date, to be less than $250,000. This
estimate is based on currently available information and will be updated as we
continue our assessment of third-party relationships, proceed with our testing
and implementation and design contingency plans.

THE RISKS OF OUR YEAR 2000 ISSUES

If any information technologies or embedded microprocessor technology
systems critical to our operations have been overlooked, there could be a
material adverse effect on our business or results of operations of a magnitude
which we have not yet fully analyzed. If the vendors of our important goods and
services or the suppliers of our necessary energy, telecommunications and
transportation needs fail to provide us with (1) the materials and services
which are necessary to sell our products and services, (2) the electrical power
and other utilities necessary to sustain our operations, or (3) reliable means
of transportation, such failure could affect our ability to sell our products
and services which could have a material adverse effect on our business or
results of operations.

OUR CONTINGENCY PLAN

We have not yet fully developed a contingency plan to address situations
that may result if we are unable to achieve Year 2000 readiness of our critical
operations. The cost of developing and implementing such a plan may itself be
significant. Although we expect to have the plan well-developed by September 30,
1999, enhancements and revisions will be continuously considered and implemented
as appropriate.

29
<PAGE>
BUSINESS

INDUSTRY BACKGROUND

THE INTERNET AND ONLINE COMMERCE. The Internet is an increasingly
significant global medium for communications, content and commerce.
International Data Corporation estimates that the number of Web users worldwide
was approximately 142 million at the end of 1998 and will grow to approximately
399 million by the end of 2002. Email is one of the most popular Internet
applications. According to Jupiter Communications, approximately 90 billion
email messages were sent in the United States in 1998. Email was originally
viewed as a simple personal communications tool, but it is increasingly used as
a powerful and cost-effective business tool.

The increasing functionality, accessibility and overall usage of the
Internet and online services have made them an attractive commercial medium. The
Internet and other online services are evolving into a unique sales and
marketing channel, similar to retail stores, mail-order catalogs and television
shopping. According to International Data Corporation, the number of Web buyers
worldwide is estimated to increase from 30.8 million in 1998 to 133.9 million in
2002, which represents a compounded annual growth rate of 44%. International
Data Corporation estimates that the total value of goods and services purchased
worldwide over the Web will increase from $50.4 billion in 1998 to $733.6
billion in 2002. The growing use of the Internet has led businesses to develop
e-commerce strategies to drive traffic to their Web sites, attract customers and
facilitate transactions.

ADVERTISING. Businesses use two forms of advertising to attract
customers--brand advertising and direct marketing. Brand advertisements,
including television, radio, magazine displays, and billboards, target a mass
audience to generate awareness of a particular company, product or service. The
goal of direct marketing, by contrast, is to target specific individuals who
appear from behavioral patterns or demographic data to be likely purchasers of
products or services. Direct marketing includes direct mail, telemarketing, and
direct response advertising in newspapers, magazines and on radio and
television. According to the DMA, approximately $162.7 billion, representing 57%
of the total advertising expenditures in the United States, was spent on direct
marketing in 1998. Furthermore, the DMA projects direct marketing spending to
grow to $221.5 billion by 2003.

INTERNET ADVERTISING. The rise of the Internet and its fast-growing
popularity among consumers and business owners has led both brand advertisers
and direct marketers to begin experimenting with advertising and marketing
online. According to Forrester Research, worldwide Internet advertising
expenditures are expected to increase from $1.5 billion in 1998 to $15.3 billion
in 2003. Forrester also estimates that direct marketing, including email
marketing, will account for between 30% and 50% of the total online advertising
expenditures in 2001, up from 21% in 1998.

Currently, the most popular form of Internet advertising is banner
advertising. Web sites display advertising banners which users can click through
to visit the advertiser's Web site and obtain more information about a company's
product or service. However, while banners provide advertisers with the ability
to reach broad audiences and establish brand awareness, they have proven to be
less than effective as vehicles for direct marketing. Response rates, or
click-throughs, from banner advertisements averaged approximately 0.7% as
reported by Forrester Research in March 1999, down from approximately 2% two
years ago.

Email advertising campaigns are cheaper and faster than traditional direct
marketing. However, the practice of sending unsolicited commercial email, or
"spam," is strongly opposed by many Internet users. Spam lists are databases of
email addresses gathered without the recipients' knowledge or consent from
Internet newsgroups, chat rooms, Web sites, and member directories. While spam
lists may be inexpensive to rent, costing as little as $11 for 1 million
addresses, the hostile reaction they can generate among Internet users can be
very costly to a marketer's reputation. Spamming can also result in attacks on
the marketer's corporate mail server by the automated transmission of extremely
large volumes of angry email messages, and the disconnection of the marketer's
Internet service. Over the

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last few years, spam transmitters have been successfully sued by Internet
service providers such as America Online and Earthlink and several states have
passed legislation barring or restricting the transmission of unsolicited email
messages.

Businesses attempt to utilize the most cost-effective advertising source to
maximize their advertising dollar. Drawbacks to traditional direct mail include
the high costs involved, the delay in response and the difficulty in tracking
responses. Banner advertising is not a cost-effective form of direct marketing
because of its relatively low click-through rate. Unsolicited email advertising
is generally not desirable because of privacy concerns and potential damage to
marketers' reputations.

THE NETCREATIONS SOLUTION

NetCreations provides a comprehensive Internet-based opt-in email direct
marketing solution. Opt-in email marketing allows direct marketers to target
consumers who choose (1) whether or not they would like to receive commercial
messages, (2) the type of information that they would like to receive and (3)
the amount of personal data that they are willing to disclose. The users can opt
out, or stop receiving these messages, at any time. Unlike some
"permission-based" email marketing companies that do not always verify the
validity of their list members' subscriptions, we have developed a double opt-in
confirmation system. We require list members to confirm their desire to receive
messages by responding to a verification email. This way, no Internet user can
be signed up for our lists by an unauthorized third party.

Opt-in email direct marketing offers three key advantages to businesses over
postal direct marketing and banner advertising:

- SPEED. Opt-in email campaigns can be sent out immediately without waiting
days or weeks at a postal lettershop. Email campaigns also generate
results in a shorter period of time than traditional direct mail,
producing leads and sales within 24 to 48 hours, compared to six to eight
weeks offline.

- COST. Opt-in email campaigns cost less than postal mail campaigns.
Estimates for email campaigns range from 1 cent per message mailed (for a
mailer sending messages to his own customer list) to 10 to 30 cents per
message mailed (to rent a prospecting list and have an email service
bureau send it out). This compares to 50 cents to $1 for a postal direct
mail campaign, including the list rental fee, printing, postage and
merge/purge. While banner ads may cost less on a CPM (cost per thousand
basis) than email campaigns, banner campaigns often end up costing more
because of their low response rates.

- RESPONSIVENESS. Opt-in email campaigns typically generate higher response
rates than postal mail or banner ad campaigns. It is generally accepted in
the industry that the typical response or click-through rate for an opt-in
email campaign is 5% to 15%, compared to postal response rates of 2% to 3%
and banner response rates of less than 1%. We also believe that our double
opt-in system contributes to our lists being more responsive than other
email lists on the market. In addition, we can confirm to Internet service
providers that messages sent are not unsolicited spam. As a result,
NetCreations' and our marketers' email messages are allowed to travel
freely through the networks of all of the major Internet service
providers.

Our customers include Web sites that collect email addresses and direct
marketers, including advertisers and email address list brokers. Our service
allows sophisticated demographic screening of campaign participants as well as
real-time, online list selection and ordering. We also provide a
response-tracking program that allows marketers to monitor and improve the
effectiveness of their email marketing campaigns.

Our PostMasterDirect.com database offers marketers more than 3 million email
addresses gathered from a network of more than 175 Web sites including such
well-known sites as CMPnet, NetZero and LinkExchange. We work directly with
leading marketers and e-commerce retailers to

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provide them with a selection of targeted email lists that we believe will be
the most effective in helping them achieve maximum response to the offers that
they send to our list members. Our list members' names are in over 3,000 topical
categories from general consumer lists to business-to-business lists.

Our turnkey solution enables Web site owners to compile email address lists
and demographic profiles of their members which are then available for use
through our PostMasterDirect.com online store, providing incremental revenue
opportunities for Web sites. We provide marketing, mailing, merging of lists,
purging of duplicate email addresses, and subscribe/unsubscribe services.

STRATEGY

Our goal is to become the leader in opt-in direct marketing solutions on the
Internet. Key elements of our strategy include the following:

- MAINTAIN AND EXTEND MARKET LEADERSHIP IN OPT-IN EMAIL DIRECT MARKETING. We
intend to maintain and extend our leadership role in email direct
marketing by aggressively expanding our network of sites through
partnerships with leading Web sites worldwide. Recently, we launched an
affiliate program to enable existing network sites to recruit new list
members. We have also launched a referral program that will reward our
list owners for recruiting larger sites to our list management program. We
may participate in cooperative databases and acquire online community
sites in an effort to aggregate more list members. In connection with our
worldwide list expansion, we intend to develop capabilities for adding
email addresses to our database from non-English language consumers. We
also plan on hiring additional business development personnel to assist us
in obtaining more list members.

- ENRICH OUR DATABASE WITH OPT-IN TRANSACTION DATA. We intend to develop
mechanisms to provide marketers with lists of consumers who have purchased
specified products on the Internet. We plan to work with leading
e-commerce and catalog sites to incorporate an opt-in signup form that
will allow Internet consumers to elect to receive targeted offers related
to the products and services that they have purchased. By doing so, we
will build a large, comprehensive database of consumer purchase behavior
on the Internet.

- DEVELOP NEW INTERNET MARKETING PRODUCTS AND SERVICES. We intend to expand
our direct marketing services to additional applications on the Internet
such as incentive programs and sweepstakes promotions. We also intend to
expand the use of our current response-tracking system to create an
end-to-end solution that measures responses all the way from the message
delivery to the sale. In addition, we intend to develop email delivery and
tracking capabilities for non-English languages and character sets to
facilitate our worldwide list expansion and marketing plans.

- EXPAND OUR SALES CHANNELS. In addition to our direct sales efforts, we
market our services through indirect sales channels such as list brokers,
advertising agencies, Web design firms and other resellers. We intend to
develop additional sales channels to penetrate vertical markets such as
small business/home office, technology, publishing and manufacturing. In
addition, we continuously work with our existing indirect sales channels
to further the growth of sales through these sales channels. We recently
launched an online list brokerage program that enables Web sites that
target small business owners and entrepreneurs to private-label our list
rental program and earn commissions by referring customers to us.

- LEVERAGE OUR SCALEABLE TECHNOLOGY PLATFORM. We have developed and rely
upon our proprietary software and intend to capitalize on its modular
design to add new features and products to satisfy the needs of our
customers for quality, innovative products and services.

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SERVICES

We provide email list management, list brokerage and email delivery services
through our PostMasterDirect.com Web site.

EMAIL LIST MANAGEMENT

We aggregate and manage opt-in email addresses across a network of more than
175 Web sites. Once a Web site joins our network, we provide a signup template
for the site to place on one or more of its Web pages. Generally, this is a page
that receives a large number of visitors, such as a registration page or a page
thanking visitors for entering a contest or downloading some software. Our
template allows the participating site to gather email addresses in more than
3,000 topical categories, including business, investing, sports, travel,
computing, contests, and entertainment. Some sites post all 3,000 lists on their
site; however, most sites post those lists that they believe will be of greatest
interest to their visitors. The signup form also includes a demographic profile
asking the visitor for an email address, postal address, age, income, gender,
occupation, title and other information. Each site decides how much information
it will collect from its visitors.

Whenever a visitor to a participating site signs up to join a list and
enters an interest selection and demographic information into the form, this
signup request immediately goes to our server, which sends the visitor a
confirmation message requiring the person to click on an embedded link in the
message and enter a special code on our PostMasterDirect.com Web site. This
"double opt-in" process protects Internet users' privacy by preventing anyone
from signing them up without authorization. When the visitor confirms the signup
request and becomes a list member, the visitor's email address is added to out
database available to our direct marketing customers. However, the Web site
continues to own its list of email addresses. We pay a fee, typically 50% of
gross revenues less volume discounts, to participating list owners each time the
list is used for a campaign. We currently do not charge the list owners any
additional setup, processing or maintenance fees for our service.

EMAIL LIST BROKERAGE

We work directly with leading marketers and e-commerce retailers to provide
them with a selection of targeted email lists to achieve the maximum response to
their offers. Direct marketers can make their own list selections and place
their own orders through our Web site. On-screen menus and instructions help
marketers pick lists and choose selection criteria. Alternatively, our sales and
customer service staff provides assistance with list recommendations, order
placement, and, occasionally, copywriting of email messages. Orders placed by 5
PM Eastern Time are generally sent out that night. Orders placed through our
online marketplace by the marketers themselves are generally paid by credit
card.

Our service allows marketers to:

- open a customer account;

- search for lists by topical category or keyword, such as "travel" or
"sports;"

- select demographic data, such as age, income and zip code; and

- aggregate the various lists the marketer wants to rent and remove any
duplicate addresses.

TRACKBOT EMAIL RESPONSE MANAGEMENT SYSTEM

Through TrackBot, we provide campaign results to our customers on an
anonymous, aggregate campaign basis without violating individual privacy rights.
TrackBot offers email direct marketers a way to track responses to their
mailings through the responder's click-through, allowing Internet marketers to
gauge the success of their campaigns instantly and to focus their campaigns on
the best-performing lists. TrackBot provides a simple one-click setup through
PostMasterDirect.com's automated Web ordering system and easy to read charts
that display response rates by list or offer. Marketers who rent

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lists from NetCreations' PostMasterDirect.com email marketing service simply
place their order in their online accounts and TrackBot automatically generates
customized hypertext links for insertion into the email messages sent out. The
click-throughs produced by the campaign are then tracked and recorded by the
PostMasterDirect.com servers. TrackBot is a free service to companies that use
PostMasterDirect.com opt-in email lists. We intend to upgrade our current
response-tracking system to create an end-to-end solution that would permit us
to measure responses from the message delivery to the sale.

EMAIL LIST DELIVERY

PostMasterDirect.com Email List Delivery facilitates high-volume email
distribution. Our sophisticated email infrastructure is available to marketers,
publishers, list managers, online merchants and Web site owners seeking a fast,
affordable way to communicate with their own customers by email.

CUSTOMERS

LIST BROKERAGE CUSTOMERS. Our email direct marketing customers consist of
advertisers and list brokers. As of June 30, 1999, we had rented our lists to
more than 1,500 direct marketing customers, from large companies such as Dell,
Compaq, Ziff-Davis and J. Crew to small retailers selling items over the Web.

LIST MANAGEMENT CUSTOMERS. As of June 30, 1999, we managed email addresses
across a network of more than 175 Web sites. Our network sites range from such
well-known Web sites as Internet.com, NetZero, Entrepreneur Magazine, CMPnet and
LinkExchange to more specialized, targeted sites such as CDROM Guide,
MessageMates, Tucows, Regards.com and Volition.

SALES AND MARKETING

We market our services through our direct sales organization and through
indirect distribution channels, including list brokers, advertising agencies,
Web design firms and other resellers. We sell our services to direct marketers
primarily through our direct sales organization. As of June 30, 1999, our direct
sales organization included nine employees responsible for account management,
business development and support, and we had two employees engaged in separate
marketing activities.

Our sales organization is complemented by independent resellers, such as
list brokers, advertising agencies and Web design firms. These resellers
purchase our service at a discount for resale to their own marketing customers
and may provide list selection, support and customer service to end users. In
1998, resellers were responsible for approximately 38% of our gross revenues and
represented approximately 42% of our net revenues for the first six months of
1999. We anticipate that the percentage of our total revenues derived from
indirect sales will increase in the future.

RESEARCH AND DEVELOPMENT

Our research and development efforts include product architecture, core
technology, product testing, quality assurance and expanding the ability of our
products to operate with the leading email software and Web browser platforms.
In addition, our research and development group also provides

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some customer support activities. Currently we have three employees, including
our Chief Technology Officer, Ryan Scott Druckenmiller, who devote a substantial
portion of their time to our research and development efforts. We believe that
research and development expenses will increase in the future and that we will
need to hire more developers as our operations expand.

We believe that our future performance will depend in large part on our
ability to:

- scale our technology platform;

- maintain and enhance its speed, reliability, capacity, and connectivity
across multiple platforms; and

- assure its ease-of-use by customers, flexibility and effectiveness in
satisfying evolving customer requirements.

TECHNOLOGY

We employ a combination of hardware and custom and third party software to
implement our opt-in direct marketing solution. We believe that this results in
a highly scaleable, secure, reliable, and modular architecture that blends our
internal expertise with industry-standard technology to create a proprietary
infrastructure.

We intend to continue expanding our technology infrastructure to support the
growth of our business. This will include, among other things, co-locating our
servers and increasing the redundancy of our networks and database storage
systems.

CONNECTIVITY

We currently have redundant T1 Internet connections provided by Globix and
Frontier Communications, enabling us to deliver approximately two million email
messages per day. We believe that the scalable nature of our system's design
will allow us to increase our email delivery capacity as needed. However, there
can be no assurance that we will be able to effectively expand our Internet
bandwidth.

Our online ordering system provides for secure e-commerce credit card
purchases and for email delivery. We believe that this encourages use of our
online marketplace.

HARDWARE

Multiple servers and personal computers are dedicated to specific functions
within our network architecture. We utilize two ALPHA servers from Digital
Equipment Corporation running Digital Unix operating systems. One server
utilizes an Oracle database to aggregate, sort, and store the data we manage
from our network of Web sites. The second DEC machine serves as the primary Web
server for PostMasterDirect.com. In addition, we plan on installing in the next
few months a third server, which will be used to back up system information and
increase processing power and redundancy.

Intel-based servers are dedicated to sending out email messages and allowing
tens of thousands of users per day to access the list signup forms on our
partner sites, to opt in to receive email messages on topics of interest, and to
confirm that their list subscriptions are valid. We utilize a dedicated server
to balance the load among our email delivery servers and to provide redundancy
within the email delivery system. We currently have a server which is dedicated
for system backup. In addition, a separate server is dedicated to monitoring
system activity and will notify an administrator if a problem arises. All of
these servers run Linux operating systems from Red Hat Software; we believe that
more servers can be added to increase capacity as needed.

We employ a Network Associates firewall to protect our computer systems from
unauthorized access.

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SOFTWARE

Our research and development team developed proprietary software using
MetaHTML, PERL and SQL. This software enables list members to opt in to receive
targeted advertising information from our marketing customers through signup
forms on our network of more than 175 partner sites. In addition, this software
enables our direct marketing customers and list brokers to target list members
with specific demographics. This process allows our marketing customers to send
specific advertising messages to recipients who have indicated an interest in
receiving messages on the topic.

Our software is modular. Modularity enhances our ability to add, remove, or
replace system applications as needed. For example, we recently implemented
TrackBot, a proprietary software application which allows marketers to track the
response rates to their mailings. We can continue to enhance TrackBot, or any
other application, as well as add additional software elements as needed.

Finally, we have developed a double opt-in list subscription confirmation
system which sends Internet users a confirmation email message after they have
signed up for a list and requires them to verify that they would like to begin
receiving commercial email messages from our marketing clients. We developed the
double opt-in system in November 1997 and have filed a patent application for
this technology.

COMPETITION

The market for our list management and brokerage services is intensely
competitive, evolving and subject to rapid technological change. We expect the
intensity of competition to increase in the future. Competitors vary in size and
in the scope and breadth of the services offered. While no competitor, to our
knowledge, currently has a network of Web sites similar to ours that generates
opt-in email lists, we face intense competition from companies entering the
field as email list owners, managers and brokers. In addition, because there are
relatively low barriers to entry in the email marketing business, we expect
additional competition from other established and emerging companies as the
email marketing business continues to develop and expand.

We expect to face competition from these and other competitors, including:

- postal direct marketing companies such as Direct Media (Acxiom) and
American List Counsel;

- Internet direct marketing companies such as YesMail.com and BulletMail;

- banner advertising managers such as DoubleClick, 24/7 Media and Flycast
Communications;

- email list owners who manage their own email lists, such as Xoom.com; and

- incentive-based marketers such as MyPoints.com and Netcentives.

Many of our competitors have longer operating histories, significantly
greater financial, technical, marketing and other resources, significantly
greater name recognition and a larger installed base of customers than we have.
In addition, many of our competitors have well-established relationships with
current and potential marketing customers of ours, have extensive knowledge of
our industry and are capable of offering a single-vendor solution. As a result,
our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements or to devote greater resources
to the development, promotion and sale of their services than we can. In
addition, current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to increase the
ability of their services to address customer needs. Accordingly, it is possible
that new competitors or alliances among competitors may emerge and rapidly
acquire significant market share. We also expect that competition will increase
as a result of industry consolidations.

Increased competition is likely to result in price reductions, reduced gross
margins and loss of market share, any of which could seriously harm our
business, financial condition and results of operations. We may not be able to
compete successfully against current and future competitors.

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INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

While we provide a direct marketing service, we are also a technology
company. A large part of our success depends on protecting our intellectual
property, which is one of our most important assets. If we do not adequately
protect our intellectual property, our business, financial condition and results
of operations would be seriously harmed.

We have developed and continue to develop our proprietary software and make
it available for our customers' use over the Web. This way, we never allow our
customers access to our source code. In addition, we require employees,
contractors and other persons with access to our proprietary information to
execute confidentiality and non-compete agreements with us. We seek to protect
our software, documentation and other written materials under trade secret and
other intellectual property laws, which afford only limited protection.

We have one pending U.S. patent application. This application seeks to
protect our "double opt-in" system of verifying the requests of Internet users
who ask to join our targeted email lists. We have no issued foreign patents, nor
do we have any pending foreign patent applications. It is possible that no
patent will issue from the currently pending patent application. It is also
possible that any potential future patents may be found invalid or
unenforceable, or otherwise be successfully challenged. Also, any patent issued
to us may not provide us with any competitive advantages. We may not develop
future proprietary products or technologies that are patentable, and the patents
of others may seriously limit our ability to do business. In this regard, we
have not performed any comprehensive analysis of patents of others that may
limit our ability to do business.

Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. Policing unauthorized use of our products is
difficult, and, while we are unable to determine the extent to which piracy of
our software products exists, software piracy can be expected to be a persistent
problem. In addition, the laws of some foreign countries do not protect our
proprietary rights to as great an extent as do the laws of the United States.
Our means of protecting our proprietary rights may not be adequate, and our
competitors may independently develop similar technology, duplicate our products
or design around patents issued to us or our other intellectual property.

There has been a substantial amount of litigation in the software industry
regarding intellectual property rights. It is possible, that in the future,
third parties may claim that our current or potential future products infringe
upon their intellectual property. We expect that software developers will
increasingly be subject to infringement claims as the number of products and
competitors in our industry segment grows and the functionality of products in
different industry segments overlaps. Any such claims, with or without merit,
could be time-consuming, result in costly litigation, cause product shipment
delays or require us to enter into royalty or licensing agreements. Such royalty
or licensing agreements, if required, may not be available on terms acceptable
to us or at all, which could seriously harm our business, financial condition
and results of operations.

We integrate third-party software in our software products. We license
server software from Digital Equipment Corporation and Universal Access, Inc.
The third-party software may not continue to be available to us on commercially
reasonable terms. We may not be able to renew these agreements or develop
alternative technology. If we cannot maintain licenses to key third-party
software, develop similar technology or license similar technology from another
source on a timely or commercially feasible basis, our business, financial
condition and results of operations could be seriously harmed.

GOVERNMENT REGULATION

Currently, there are relatively few laws and regulations directly applicable
to access to or commerce on the Internet. However, due to the increasing
popularity and use of the Internet, it is likely that a growing number of laws
and regulations will be adopted and that existing laws or

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regulations may be applied differently with respect to the Internet and email
direct marketing services covering issues such as user privacy, pricing,
content, copyrights, distribution, antitrust, and characteristics and quality of
products and services. Also, the growth and development of the market for email
direct marketing may lead to more stringent consumer protection laws and
regulations that may impose additional burdens on those companies conducting
business online. In addition, the applicability to the Internet of existing laws
in various jurisdictions governing issues such as property ownership, sales and
other taxes, libel and personal privacy is uncertain and may take years to
resolve. Any such new laws or regulations or new applications of those existing
laws or regulations could hinder the growth of the Internet or email direct
marketing, which could, in turn, decrease the demand for our products and
services and increase our cost of doing business or otherwise adversely affect
our business.

Legislation has recently been enacted in several states relating to
spamming. The federal government and several states, including New York, are
considering, or have considered, similar legislation. The provisions of these
current and contemplated laws vary, but they generally limit or prohibit both
the transmission of unsolicited emails and the use of familiar spamming
techniques such as the use of forged or fraudulent routing and header
information. Some states, including California, require that unsolicited emails
include opt-out instructions and that senders of such emails honor any opt-out
requests, a requirement that is consistent with our own permission email
policies. We believe that our opt-in email system will not be affected by such
legislation because we do not send unsolicited messages and because our current
practices are intended to comply with current and proposed legislation. However,
there can be no assurance that such legislation or similar legislation will not
also affect permission email marketing in a way that could force us to change
our business practices, particularly in light of the rapidly evolving state of
the law in this area. In such event, our business could suffer.

EMPLOYEES

As of June 30, 1999, we had a total of 19 employees, including nine in sales
and customer service, five in technology, three in administration, and two in
marketing. All of these employees were located at our headquarters in New York
City. None of our employees is represented by a collective bargaining agreement,
and we believe our employee relations to be good.

FACILITIES

We lease our principal sales, marketing, technology, and administrative
facility of approximately 5,100 square feet in New York City at an annual cost
of approximately $124,000, with customary escalation clauses. The lease expires
on March 1, 2003. We have no other offices at this time. We believe that our
existing facilities are adequate for our current needs and that suitable
additional or alternative space will be available in the future as required on
commercially reasonable terms.

LEGAL PROCEEDINGS

As of the date of this prospectus, we are not a party to any litigation.

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MANAGEMENT

Our executive officers and directors as of June 30, 1999, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------------------- --- ------------------------------------------------------------------------
<S> <C> <C>
Rosalind B. Resnick............... 39 Chief Executive Officer, President, Chairman of the Board of Directors,
and Treasurer
Ryan Scott Druckenmiller.......... 29 Chief Technology Officer, Vice President, Secretary and Director
Gary Sindler...................... 53 Chief Financial Officer
Larry Mahon....................... 36 Vice President of Sales
</TABLE>

ROSALIND RESNICK has served as our Chief Executive Officer, President and
Chairman of our board of directors since our inception. In September 1995, Ms.
Resnick developed America Online's NetGirl Forum, a dating and relationships
area of the America Online service which she hosted until September 1996. Ms.
Resnick began her career in the newspaper industry in 1980 as an intern at the
BALTIMORE SUN. From 1984 to 1989, Ms. Resnick worked as a business writer at THE
MIAMI HERALD. Her articles have appeared in INTERNET WORLD, NETGUIDE, COMPUTER
LIFE, PC TODAY, HOME OFFICE COMPUTING, and other leading computer magazines. In
1995, she co-authored THE INTERNET BUSINESS GUIDE, and from 1994 to 1997, she
served as the editor and publisher of INTERACTIVE PUBLISHING ALERT, a
semi-monthly newsletter tracking trends and developments in online publishing
and advertising. She is also a contributing editor to PHILLIPS' INTERACTIVE P.R.
AND MARKETING NEWS NEWSLETTER. Ms. Resnick received a B.A./M.A. from Johns
Hopkins University in 1981.

RYAN SCOTT DRUCKENMILLER has served as our Chief Technology Officer and a
member of our board of directors since our inception. Mr. Druckenmiller is an
award-winning Web programmer who created the software that powers
PostMasterDirect.com's online list store, list member signup process, and list
owner accounting system. Mr. Druckenmiller's prolific software output also
includes the PostMaster URL Announcement Service, which submits Web sites to
over 400 leading search engines and directories; PostMaster BannerNet, a free
banner network; TrackBot, an advertising tracking tool, and PinPoint, a
personalized search engine interface. Prior to joining NetCreations, from 1990
to 1995, Mr. Druckenmiller developed video games for the Amiga platform and
published an Amiga newsletter, providing software and information for Amiga
computer users.

GARY SINDLER has been our Chief Financial Officer since June 1999. From
February 1999 to June 1999, Mr. Sindler was a consultant to FTI Consulting,
Inc., a provider of litigation, applied sciences and expert financial consulting
services based in Annapolis, Maryland. From July 1996 to February 1999, Mr.
Sindler was Executive Vice President, Secretary and Chief Financial Officer of
FTI. From August 1993 to July 1996, Mr. Sindler was Chief Financial Officer of
Aon Risk Services Inc., of New York. Prior to 1993, he held various senior-level
positions in finance and administration with Willis Corroon, PLC and Alexander &
Alexander Services Inc., two international insurance brokerage firms. Mr.
Sindler holds a B.S. degree in accounting from the University of Baltimore and
is a certified public accountant.

LARRY MAHON joined us as our Vice President of Sales in June 1999. From July
1985 through January 1999, Mr. Mahon was employed by AlphaNet Solutions, Inc., a
systems integration firm that provides computer products and IT services to
Fortune 1000 clients, in various capacities, chiefly from November 1996 through
January 1999 as VP, Sales, New York, from July 1993 to October 1996 as VP,
Operations and from August 1990 to July 1993 as VP, Client Services.

BOARD COMMITTEES

In July 1999, our board of directors established an audit committee and a
compensation committee. Our board of directors does not currently have and does
not currently intend to establish

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an executive committee or a nominating committee, as those functions are to be
performed by our entire board of directors.

AUDIT COMMITTEE. The audit committee of the board of directors makes
recommendations to the board of directors with respect to various auditing and
accounting matters, including the recommendation of our auditors, the scope of
the annual audits, fees to be paid to the auditors, the performance of our
independent auditors and our accounting practices. The audit committee has
responsibility for, among other things, the planning and review of our annual
and periodic reports and accounts and the involvement of our auditors in that
process, focusing particularly on compliance with legal requirements and
accounting standards and the related rules of the Nasdaq, the Commission, and
the United States, and the establishment of an effective system of internal
accounting controls. Our audit committee currently does not have any members but
will be composed of non-employee directors.

COMPENSATION COMMITTEE. The compensation committee of the board of
directors recommends, reviews and oversees the salaries, benefits and stock
option plans for our employees, consultants, directors and other individuals
compensated by us. The compensation committee also administers our compensation
plans. Our compensation committee currently does not have any members but will
be composed of non-employee directors.

DIRECTOR COMPENSATION

Our directors do not receive cash compensation for their service on our
board of directors. All directors are reimbursed for reasonable expenses
incurred in connection with serving as a director. We intend to grant
options to each of the non-employee directors. We anticipate that our board of
directors will hold regularly scheduled meetings quarterly.

EXECUTIVE COMPENSATION

The following table sets forth all compensation received during fiscal 1998
by our Chief Executive Officer and President and our Chief Technology Officer in
their capacities as officers. We had no other executive officers in that fiscal
year. Perquisites and other personal benefits paid to officers in the table
below are less than the minimum reporting thresholds and are represented in the
table below by the "--."

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<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
------------------------------------------ UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OTHER OPTIONS COMPENSATION(1)
- --------------------------------------------- ---------------- ----------- ----------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Rosalind Resnick,
Chief Executive Officer, President and
Chairman of the Board of Directors......... 1998-$185,000 -- -- -- 1998-$155,000
1997-$120,000 -- -- -- 1997-$96,880
1996-$198,000 -- -- -- 1996- --
Ryan Scott Druckenmiller,
Chief Technology Officer and member of the
Board of Directors......................... 1998-$185,000 -- -- -- 1998-$155,000
1997-$120,000 -- -- -- 1997-$96,880
1996-$198,000 -- -- -- 1996-$30,000
</TABLE>

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

(1) Includes contributions to our pension plan of $30,000 and $30,000 for the
benefit of each of Ms. Resnick and Mr. Druckenmiller in 1998 and 1997,
respectively, and $30,000 for the benefit of Mr. Druckenmiller in 1996. Also
includes distributions to the shareholders which were made in accordance
with our election to be taxed as an S corporation. Such distributions are
common for S corporations.

STOCK OPTION INFORMATION

We granted no options to any person during our fiscal year ended December
31, 1998, and we have not granted any stock appreciation rights.

EMPLOYMENT AGREEMENTS

We intend to enter into employment agreements with our key employees prior
to the effective date of the registration statement of which this prospectus is
a part. Our management anticipates that each of these employment agreements will
be for a one-year term or less, renewable by mutual agreement of the parties
thereto and terminable by us on notice of ninety (90) days or less. The
employment agreements will provide, among other things, that each of the
employees party thereto shall provide services to us on a full-time basis. The
agreements shall contain restrictive covenants relating to non-competition with
us, non-solicitation of our customers, non-dealing with our customers and
non-solicitation of our suppliers and employees. In addition, each employment
agreement shall contain an express obligation of confidentiality in respect of
our trade secrets and confidential information and provide for us to own any
intellectual property rights created by our employees in the course of their
employment.

Pending negotiations, execution, and delivery of those agreements, each of
our officers and key employees has entered into an agreement, cancelable by
either party on short notice, to provide services to us.

In addition, we intend to enter into three-year employment agreements prior
to the effective date of the registration statement with each of Rosalind
Resnick, as our Chief Executive Officer, President, and Chairman of our board of
directors, Ryan Scott Druckenmiller, as our Chief Technology Officer, Gary
Sindler, as our Chief Financial Officer, and Larry Mahon, as our Vice President
of Sales. It is anticipated that the executives will be entitled to base
salaries per annum that will initially be approximately as follows: Rosalind
Resnick, $175,000; Ryan Scott Druckenmiller, $175,000; Gary

41
<PAGE>
Sindler, $150,000; and Larry Mahon, $100,000. We also anticipate that the
executives will be entitled to such bonuses as the compensation committee of our
board of directors may determine, as well as to the following annual bonus
amounts upon the achievement of performance goals to be established: Rosalind
Resnick, up to 100% of base salary; Ryan Scott Druckenmiller, up to 100% of base
salary; Gary Sindler, up to 50% of base salary; and Larry Mahon, up to $100,000.
We expect that each of the executives will agree not to compete with us during
the term of employment and for at least one year thereafter. The executives will
be entitled to customary medical, life insurance, vacation, and other benefits
under each of the agreements. Each of the executives will be eligible to be
granted options under our 1999 Stock Option Plan, at the discretion of the
committee administering that plan. We also anticipate that the contracts may
provide that certain of those directors will be granted options, but the number
and terms of those options have not yet been negotiated. Each of the contracts
will include customary provisions entitling us to terminate the executive's
employment for cause, upon extended disability of the executive, upon the
executive's death, and otherwise without cause. Each executive will be entitled
to terminate the executive's employment upon material breach of the contract by
us and without cause upon prior notice to us. The contracts will contain
customary provisions to protect our confidential information and to ensure that
we will own inventions and improvements developed by the executive during the
executive's employment.

STOCK OPTION PLAN

Our 1999 Stock Option Plan was adopted by the board of directors in July
1999. The Plan provides for the grant of options to our directors, officers, and
employees, and certain consultants. There are 10 shares reserved for issuance
under the 1999 Stock Option Plan. As of June 30, 1999, no options were
outstanding.

The 1999 Stock Option Plan provides for the grant of options intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended, and non-qualified stock options. The board of
directors or a committee designated by the board is authorized to administer the
Plan, including the selection of individuals eligible for grants of options, the
terms of such grants, possible amendments to the terms of such grants, and the
interpretation of the terms of the Plan. The maximum term of any stock option
granted under the Plan is ten years, except that with respect to incentive stock
options granted to a person possessing more than 10% of our combined voting
power, the term of their options shall be for no more than five years.

The exercise price of incentive stock options granted under the Plan must be
at least equal to the fair market value of our common stock on the date of
grant. However, for any employee holding more than 10% of our combined voting
power, the exercise price must be at least 110% of the fair market value of our
common stock. The exercise price of non-qualified stock options is set by the
administrator of the Plan.

The aggregate fair market value on the date of grant of the common stock for
which incentive stock options are exercisable for the first time by an employee
during any calendar year may not exceed $100,000. Also, the aggregate number of
options granted to any one optionee may not exceed 4 shares.

Options granted under the 1999 Stock Option Plan may be exercised at any
time or from time to time or only after a period of time in installments, as our
compensation committee or the board of directors determines. Our compensation
committee or the board of directors may in its sole discretion accelerate the
date on which any option may be exercised or determine to provide in an option
agreement that an option may become partially or fully exercisable in the event
of certain transactions, including certain changes in control of NetCreations,
certain mergers and reorganizations, and certain dispositions of substantially
all of our assets. The exercise price of options granted under the 1999 Stock
Option Plan will be as determined by the relevant administrator, although the
exercise price of

42
<PAGE>
incentive stock options must be at least equal to the fair market value of our
common stock on the date of grant. Our board of directors may amend, modify or
terminate the 1999 Stock Option Plan at any time as long as such amendment,
modification or termination does not impair vesting rights of plan participants.
The 1999 Stock Option Plan will terminate in 2009, unless terminated earlier by
the board of directors.

PENSION PLAN

In 1997 and 1996, we had a money purchase pension and profit sharing plan
for our officers and directors, who were also our only shareholders. Upon
termination of that plan, we established a defined contribution plan in 1998 for
eligible employees under Section 401(k) of the Internal Revenue Code. Employees
must complete one year of service to be eligible to participate in the 401(k)
plan. In 1996, 1997 and 1998, we incurred contribution expenses of $30,000,
$60,000 and $60,000, respectively, relating to these plans. The 401(k) plan is
administered by NetCreations, Inc.

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<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of June 30, 1999 by:

- each person or group of affiliated persons who we know owns beneficially
5% or more of our common stock,

- each of our directors,

- our executive officers listed in the Summary Compensation Table, and

- all of our directors and executive officers as a group.

Percentage of ownership is calculated as required by Commission Rule
13d-3(d)(1). Except as otherwise indicated below, the persons named in this
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them, subject to community property laws.
The address for each individual is: 379 West Broadway, Suite 202, New York, New
York 10012.

<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES
SHARES ------------------------
BENEFICIALLY BEFORE AFTER
BENEFICIAL OWNER OWNED OFFERING OFFERING
- --------------------------------------------------------------------------------- --------------- ----------- -----------
<S> <C> <C> <C>
Rosalind B. Resnick.............................................................. 51 51% %
Ryan Scott Druckenmiller......................................................... 49 49% %
All directors and executive officers as a group (2 persons)...................... 100 100% %
</TABLE>

44
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The following information describes our common stock and preferred stock and
certain provisions of our certificate of incorporation and our bylaws as in
effect upon the closing of this offering. This description is only a summary.
You should also refer to the certificate and bylaws which have been filed with
the SEC as exhibits to our registration statement, of which this prospectus
forms a part. The descriptions of the common stock and preferred stock reflect
changes to our capital structure that will occur upon the receipt of the
requisite board of directors and shareholder approvals and upon the closing of
this offering in accordance with the terms of the certificate.

Upon the completion of the offering our authorized capital stock will
consist of 50,000,000 shares of common stock, par value $.01 per share, and
5,000,000 shares of preferred stock, par value $ per share.

COMMON STOCK

As of June 30, 1999, there were 100 shares of common stock outstanding and
held of record by two shareholders. Based upon the number of shares outstanding
and giving effect to the issuance of the shares of common stock
offered hereby, there will be shares of common stock outstanding
upon the closing of this offering.

Holders of common stock are entitled to one vote for each share held on all
matters submitted to a vote of shareholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of common stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock are entitled to receive ratably
such dividends, if any, as may be declared by the board of directors out of
funds legally available for that purpose, subject to any preferential dividend
rights of any outstanding preferred stock. Holders of common stock have no
preemptive, subscription, redemption or conversion rights. The outstanding
shares of common stock are, and the shares offered by us in this offering will
be, when issued in consideration for payment thereof, fully paid and
nonassessable. 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. Upon the closing of this offering, there will be no shares of preferred
stock outstanding.

PREFERRED STOCK

Upon the closing of this offering, the board of directors will be
authorized, without further shareholder approval, to issue from time to time up
to an aggregate of 5,000,000 shares of preferred stock in one or more series and
to fix or alter the designations, powers, preferences, rights and any
qualifications, limitations or restrictions of the shares of each such series
thereof, including the dividend rights, dividend rates, conversion rights,
voting rights, terms of redemption (including sinking fund provisions),
redemption price or prices, liquidation preferences and the number of shares
constituting any series or designations of such series. We have no present plans
to issue any shares of preferred stock.

OPTIONS

As of June 30, 1999, no options were outstanding.

REGISTRATION RIGHTS

After this offering, Ms. Resnick and Mr. Druckenmiller will be entitled to
registration rights with respect to their shares. These holders can require us
to register all or part of their shares at any time following 180 days after
this offering. In addition, these holders may also require us to include their

45
<PAGE>
shares in future registration, the registered shares are freely tradable in the
public market without restriction.

Also, we intend to register the shares of common stock underlying any stock
options issued or issuable pursuant to our stock option plan. Upon registration,
the registered shares are freely tradable in the public market without
restriction.

ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF NEW YORK LAW AND OUR CERTIFICATE
OF INCORPORATION AND BYLAWS

GENERAL

Certain provisions of New York law, our certificate of incorporation and our
bylaws could make more difficult the acquisition of us by means of a tender
offer, a proxy contest or otherwise and the removal of incumbent officers and
directors. These provisions are intended to discourage certain types of coercive
takeover practices and inadequate takeover bid, even though such a transaction
may offer our shareholders the opportunity to sell their stock at a price above
the prevailing market price. This also encourages persons seeking to acquire
control of us to negotiate with us first.

NEW YORK TAKEOVER STATUTE

We are subject to the "business combination" provisions of Section 912 of
the New York Business Corporation Law and expect to continue to be so subject if
and for so long as we have a class of securities registered under Section 12 of
the Securities Exchange Act of 1934. Section 912 provides, with certain
exceptions (which include, among others, transactions with shareholders who
became interested prior to the effective date of an amendment to our Certificate
of Incorporation providing that we would be subject to Section 912 if such
corporation did not then have a class of stock registered pursuant to Section 12
of the Exchange Act), that a New York corporation may not engage in a "business
combination" (e.g., merger, consolidation, recapitalization or disposition of
stock) with any "interested shareholder" for a period of five years from the
date that such person first became an interested shareholder unless:

(i) the transaction resulting in a person becoming an interested
shareholder was approved by the board of directors of the corporation prior
to that person becoming an interested shareholder; or

(ii) the business combination is approved by the holders of a majority
of the outstanding voting stock not beneficially owned by such interested
shareholder; or

(iii) the business combination is approved by the disinterested
shareholders at a meeting called no earlier than five years after the
interested shareholder's stock acquisition date; or

(iv) the business combination meets certain valuation requirements for
the stock of the New York corporation.

An "interested shareholder" is defined as any person that (a) is the
beneficial owner of 20% or more of the outstanding voting stock of a New York
corporation or (b) is an affiliate or associate of the corporation that at any
time during the prior five years was the beneficial owner, directly or
indirectly, of 20% or more of the then outstanding voting stock.

A "business combination" includes mergers, asset sales and other
transactions resulting in a financial benefit to the interested shareholder.
Subject to certain exceptions, an "interested shareholder" is a person who,
together with affiliates and associates, owns, or within five years did own, 20%
or more of the corporation's outstanding voting stock. This statute could
prohibit or delay the accomplishment of mergers or other takeover or change in
control attempts with respect to us and, accordingly, may discourage attempts to
acquire us. These provisions are likely to impose greater

46
<PAGE>
restrictions on an unaffiliated shareholder than on the existing shareholders
who will continue to own a majority of our outstanding common stock after this
offering.

The "stock acquisition date," with respect to any person and any New York
corporation, means the date that such person first becomes an interested
shareholder of such corporation.

In addition, certain provisions of our certificate of incorporation and
bylaws summarized in the following paragraphs may be deemed to have an
anti-takeover effect and may delay, defer or prevent a tender offer or takeover
attempt that a shareholder might consider in its best interest, including those
attempts that might result in a premium over the market price for the shares
held by shareholders.

BOARD OF DIRECTORS VACANCIES

Our bylaws authorize the board of directors to fill vacant directorships or
increase the size of the board of directors. This may deter a shareholder from
removing incumbent directors and simultaneously gaining control of the board of
directors by filling the vacancies created by such removal with its own
nominees.

ADVANCE NOTICE OF SHAREHOLDER PROPOSALS AND NOMINEES

Our bylaws establish an advance notice procedure for shareholders to make
nominations of candidates for election as directors or bring other business
before any meeting of our shareholders. The shareholder notice procedure
provides that only persons who are nominated by, or at the direction of, the
board, or by a shareholder who has given timely written notice prior to the
meeting at which directors are to be elected, will be eligible for election as
directors and that, at a shareholders' meeting, only such business may be
conducted as has been brought before the meeting by, or at the direction of, the
board of directors or by a shareholder who has given timely written notice of
such shareholder's intention to being such business before such meeting.

Under the shareholder notice procedure, for notice of shareholder
nominations or other business to be made at a shareholders' meeting to be
timely, such notice must be received by us not less than 60 days prior to the
meeting.

A shareholder's notice to us proposing to nominate a person for election as
a director or proposing other business must contain information specified in the
bylaws, including the identity and address of the nominating shareholder, a
representation that the shareholder is a record holder of our stock entitled to
vote at the meeting and information regarding each proposed nominee or each
proposed matter of business that would be required under the federal securities
laws to be included in a proxy statement soliciting proxies for the proposed
nominee or the proposed matter of business.

The shareholder notice procedure may have the effect of precluding a contest
for the election of directors or the consideration of shareholder proposals if
the proper procedures are not followed, and of discouraging or deterring a third
party from conducting a solicitation of proxies to elect its own slate of
directors or to approve its own proposal, without regard to whether
consideration of such nominees or proposals might be harmful or beneficial to us
and our shareholders.

SPECIAL MEETINGS OF SHAREHOLDERS

Our certificate of incorporation provides that special meetings of
shareholders can be called by a majority of the board of directors, the Chairman
of the Board, the President or the holders of at least 50% of the outstanding
shares of stock entitled to vote at the meeting.

47
<PAGE>
SHAREHOLDER ACTION

Our certificate of incorporation provides that shareholders may act only at
duly called annual or special meetings of shareholders, not by written consent.

AMENDMENT OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS

Our certificate of incorporation and bylaws require the affirmative vote of
at least two-thirds of our shareholders of our capital stock entitled to vote to
amend certain provisions of the certificate or to amend our bylaws

AUTHORIZED BUT UNISSUED SHARES

Our authorized but unissued shares of common stock and preferred stock are
available for future issuance without shareholder approval, subject to certain
limitations imposed by the Nasdaq National Market. These additional shares may
be utilized for a variety of corporate purposes, including future public
offerings to raise additional capital, corporate acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common
stock and preferred stock could render more difficult or discourage an attempt
to obtain control of us by means of a proxy contest, tender offer, merger or
otherwise.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

As permitted by the New York Business Corporation Law, our certificate of
incorporation provides that a director will not be personally liable to us or
our shareholders for damages for any breach of duty in his or her capacity as a
director unless a judgment or other final adjudication adverse to such director
establishes that (i) his or her acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law, (ii) such director
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled or (iii) his or her acts violated Section 719 of
the New York Business Corporation Law.

This provision is intended to afford directors protection, and limit their
potential liability, from suits alleging a breach of the duty of care by a
director. We believe this provision will assist us in maintaining and securing
the services of directors who are not employees of NetCreations. As a result of
the inclusion of such a provision, shareholders may be unable to recover
monetary damages against directors for actions taken by them that constitute
negligence or gross negligence or that are in violation of their fiduciary
duties, although it may be possible to obtain injunctive or other equitable
relief with respect to such actions. If equitable remedies are found not to be
available to shareholders for any particular case, shareholders may not have any
effective remedy against the challenged conduct This provision does not affect
the directors, responsibilities under any other laws, such as the Federal
securities laws or state or Federal environmental laws.

The certificate of incorporation also provides that directors and officers
shall be indemnified against liabilities arising from their service as directors
or officers to the fullest extent permitted by law, which generally requires
that the individual have acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to NetCreations' best interests. No
indemnification may be made to or on behalf of any directors or officers if a
judgment or other final adjudication adverse to him or her established that his
or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.

48
<PAGE>
New York law provides further that the indemnification permitted thereunder
shall not be deemed exclusive of any other rights to which the directors and
officers may be entitled under our bylaws, any agreement, a vote of shareholders
or otherwise.

We have also entered into agreements to indemnify our directors and
executive officers, in addition to the indemnification provided for in our
bylaws. We believe that these provisions and agreements are necessary to attract
and retain qualified directors and executive officers. Our bylaws also permit us
to secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions, regardless of whether New
York law would permit indemnification. We have applied for liability insurance
for our officers and directors.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the certificate of incorporation. We are not aware
of any threatened litigation or proceeding that may result in a claim for such
indemnification.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is .

49
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

When the offering is completed, NetCreations will have a total of
shares of common stock outstanding. The shares offered by this prospectus
will be freely tradable unless they are purchased by "affiliates" of
NetCreations, as defined in Rule 144 under the Securities Act of 1933. The
remaining shares are "restricted," which means they were originally sold
in offerings that were not subject to a registration statement filed with the
Securities and Exchange Commission. These restricted shares may be resold only
through registration under the Securities Act of 1933 or under an available
exemption from registration, such as provided through Rule 144. Under Rule 144,
of the restricted shares may be sold in and the remainder may be
sold in .

In addition, shares are issuable upon exercise of options. If any
options are exercised, the shares issued upon exercise will also be restricted,
but may be sold under Rule 144 after the shares have been held for one year.
Sales under Rule 144 may be subject to volume limitations and other conditions.

The holders of shares of common stock have agreed to a 180-day
"lock-up" with respect to these shares. This generally means that they cannot
sell these shares during the 180 days following the date of this prospectus.
After the 180-day lock-up period, these shares may be sold in accordance with
Rule 144.

50
<PAGE>
UNDERWRITING

Subject to the terms and conditions of an underwriting agreement, the
underwriters named below, acting through their representative Friedman,
Billings, Ramsey & Co., Inc., have agreed with us, subject to the terms and
conditions of the underwriting agreement, to purchase from us the number of
shares of common stock shown opposite their names below. Other than the shares
covered by the over-allotment option, the underwriters are obligated to purchase
and accept delivery of all the shares of common stock if any are purchased.

<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
- --------------------------------------------------------------------------- -----------------
<S> <C>
Friedman, Billings, Ramsey & Co., Inc......................................

-------
Total..............................................................
-------
-------
</TABLE>

The underwriters propose initially to offer the shares of common stock in
part directly to the public at the initial public offering price shown on the
cover page of this prospectus and in part to dealers, including the
underwriters, at this price less a discount not in excess of $ per share.
The underwriters may allow, and such dealers may re-allow other dealers, a
discount not in excess of $ per share.

The following table shows the underwriting discounts and commissions to be
paid to the underwriters by us. These amounts are shown assuming both no
exercise and full exercise of the underwriters' option to purchase additional
shares of common stock.

<TABLE>
<CAPTION>
EXERCISE NO EXERCISE FULL
- ------------------------------------------------------------------------- ------------- ---------
<S> <C> <C>
Per share................................................................ $ $
Total.................................................................... $ $
</TABLE>

Other expenses of this offering, including the registration fees and the
fees and expenses of the financial printer, counsel and accountants, that are to
be paid by us, are expected to be approximately $ .

OVER-ALLOTMENT. The underwriters have an option, exercisable within 30 days
after the date of this prospectus, to purchase up to an aggregate of
additional shares of common stock at the public offering price less the
underwriting discounts and commissions. The underwriters may exercise this
option solely to cover over-allotments, if any, made in this offering. If the
underwriters exercise this option, each underwriter will purchase shares in
approximately the same proportion as indicated in the table above.

INDEMNITY. We have agreed to indemnify the underwriters against some types
of liabilities, including liabilities under the Securities Act. We have also
agreed to contribute to payments that the underwriters may be required to make
in respect of any of those liabilities.

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<PAGE>
FUTURE SALES. NetCreations, its executive officers, directors and our
existing stockholders, have agreed not to offer, pledge, sell, hedge or
otherwise transfer or dispose of, directly or indirectly, any shares of common
stock or any securities convertible into or exercisable or exchangeable for
common stock for a period of 180 days from the date of this prospectus.
Transfers or dispositions can be made sooner with the prior written consent of
Friedman, Billings, Ramsey & Co., Inc. Such consent may be given at any time
without public notice. During such 180-day period, we have agreed not to file
any registration statement with respect to any shares of our common stock.

OFFERS IN OTHER JURISDICTIONS. Neither we nor the underwriters have taken
any action that would permit a public offering of the shares of common stock
offered by this prospectus in any jurisdiction other than the United States
where action for that purpose is required. The shares of common stock offered by
this prospectus may not be offered or sold, directly or indirectly, nor may this
prospectus or any other offering material or advertisements related to the offer
and sale of these shares of common stock be distributed or published, in any
jurisdiction, except under circumstances that will result in compliance with the
applicable rules and regulations of such jurisdiction. This prospectus is not an
offer to sell or a solicitation of an offer to buy any shares of common stock
offered hereby in any jurisdiction in which such an offer or solicitation is
unlawful.

DISCRETIONARY ACCOUNT SALES. Friedman, Billings Ramsey & Co., Inc. has
advised us that the underwriters do not expect discretionary sales by the
underwriters to exceed five percent of the shares offered by this prospectus.

INTERNET DISTRIBUTION. An electronic prospectus is available on the Web
site maintained by fbr.com, a selected dealer and an affiliate of Friedman,
Billings, Ramsey & Co., Inc. The underwriters have agreed to allocate a limited
number of shares to fbr.com for sale to its online brokerage account holders.
Other than the prospectus in electronic format, the information on this Web site
relating to this offering is not a part of this prospectus and has not been
approved and/or endorsed by us or any underwriter, and should not be relied upon
by prospective investors.

STABILIZATION. In connection with this offering, the underwriters may
engage in transactions on the Nasdaq National Market or the over-the-counter
market or otherwise that stabilize, maintain or otherwise affect the price of
the common stock. Specifically, the underwriters may overallot this offering,
creating a syndicate short position. In addition, the underwriters may bid for
and purchase shares of common stock. In addition, Friedman, Billings Ramsey &
Co., Inc., on behalf of the underwriters, may reclaim selling concessions
allowed to an underwriter or dealer. These activities may stabilize or maintain
the market price of the common stock above independent market levels. The
underwriters are not required to engage in these activities and may discontinue
any of these activities at any time.

NO PRIOR PUBLIC MARKET. Prior to this offering, there has been no public
market for our common stock. As a result, the initial public offering price for
the common stock will be determined by negotiations between us and the
underwriters. Among the factors to be considered in determining the public
offering price will be:

- prevailing market conditions;

- our results of operations in recent periods;

- the present stage of our development;

- the market capitalizations and development stages of other companies that
we and the underwriters believe to be comparable to us; and

- estimates of our growth potential.

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<PAGE>
DIRECTED SHARE PROGRAM. At our request, the underwriters have reserved up
to shares of common stock to be issued by us and offered for sale by
this prospectus, at the initial public offering price, to directors, officers,
employees, business associates and related persons of NetCreations, Inc. The
number of shares of common stock available for sale to the general public will
be reduced to the extent these individuals purchase such reserved shares. Any
reserved shares which are not so purchased will be offered by the underwriters
to the general public on the same basis as the other shares offered by this
prospectus.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Greenberg Traurig, New York, New York. Certain legal matters in
connection with this offering will be passed upon for the underwriters by
Fulbright & Jaworski L.L.P., New York, New York.

EXPERTS

The financial statements as of December 31, 1997 and December 31, 1998 and
for each of the three years in the period ended December 31, 1998 included in
this prospectus have been audited by Grant Thornton LLP, independent certified
public accountants, as stated in their report appearing herein, and are included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the Securities and
Exchange Commission in connection with this offering. In addition, upon
completion of the offering, NetCreations will be required to file annual,
quarterly and current reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy the registration
statement and any other documents filed by NetCreations at the Securities and
Exchange Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the Public Reference Room.
NetCreations' Securities and Exchange Commission filings are also available to
the public at the Securities and Exchange Commission's Internet site at
www.sec.gov.

This prospectus is part of the registration statement and does not contain
all of the information included in the registration statement. Whenever a
reference is made in this prospectus to any contract or other document of
NetCreations, the reference may not be complete and you should refer to the
exhibits that are a part of the registration statement for a copy of the
contract or document.

After the offering, NetCreations expects to provide annual reports to its
stockholders containing audited financial statements and with quarterly reports
for the just three quarters of each year containing unaudited interim financial
information.

53
<PAGE>
INDEX TO
FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Certified Public Accountants......................................................... F-2

Financial Statements:
Balance Sheets........................................................................................... F-3
Statements of Operations................................................................................. F-4
Statement of Stockholders' Equity........................................................................ F-5
Statements of Cash Flows................................................................................. F-6
Notes to Financial Statements............................................................................ F-7
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders of
NETCREATIONS, INC.

We have audited the accompanying balance sheets of NetCreations, Inc. as of
December 31, 1997 and 1998, and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NetCreations, Inc. as of
December 31, 1997 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998 in conformity
with generally accepted accounting principles.

GRANT THORNTON LLP

New York, New York
June 25, 1999

F-2
<PAGE>
NETCREATIONS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
-------------------- 1999
ASSETS 1997 1998 (UNAUDITED)
--------- --------- ---------
<S> <C> <C> <C>
Current assets
Cash...................................................... $ 54,002 $ 96,885 $ 521,086
Accounts receivable....................................... 120,739 673,706 1,576,116
Prepaid income taxes...................................... 6,317 -- --
Other current assets...................................... -- 6,022 7,055
--------- --------- ---------
Total current assets.................................. 181,058 776,613 2,104,257

Equipment (net of accumulated depreciation and
amortization)............................................. 51,960 155,740 338,393
Deferred offering costs..................................... -- -- 112,663
Other assets................................................ 471 11,451 30,852
--------- --------- ---------
Total assets.......................................... $ 233,489 $ 943,804 $2,586,165
--------- --------- ---------
--------- --------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Borrowings on credit line................................... $ -- $ -- $ 25,000
Accounts payable and accrued expenses....................... 11,158 24,663 234,281
Commissions payable......................................... 32,902 293,000 1,026,495
Accrued pension............................................. 60,000 60,000 33,125
Current portion of capital lease obligations................ -- 14,331 68,419
Income taxes payable........................................ -- 12,138 145,487
Deferred taxes.............................................. 8,300 32,500 31,500
--------- --------- ---------
Total current liabilities............................. 112,360 436,632 1,564,307

Capital lease obligations................................... -- 30,180 101,291
--------- --------- ---------
Total liabilities..................................... 112,360 466,812 1,665,598

Common stock, $.01 par value; 2,000 shares authorized, 100
issued and outstanding.................................... 1 1 1
Additional paid-in capital.................................. 999 999 999
Retained earnings........................................... 120,129 475,992 919,567
--------- --------- ---------
Total stockholders' equity............................ 121,129 476,992 920,567
--------- --------- ---------
Total liabilities and stockholders' equity............ $ 233,489 $ 943,804 $2,586,165
--------- --------- ---------
--------- --------- ---------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

F-3
<PAGE>
NETCREATIONS, INC.

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
---------- ------------ ------------ ------------ ------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net revenues................................. $ 476,190 $ 1,100,781 $ 3,446,539 $ 1,186,198 $ 5,272,594
Cost of revenues............................. 43,090 173,124 1,509,776 422,493 2,577,967
---------- ------------ ------------ ------------ ------------
Gross profit........................... 433,100 927,657 1,936,763 763,705 2,694,627

Operating expenses
Selling and marketing...................... 195,451 289,904 492,004 202,292 601,960
Technology, support and development........ 177,923 193,554 373,746 137,930 191,805
General and administrative................. 60,734 151,307 369,508 153,861 372,504
Depreciation and amortization.............. 554 9,515 23,414 9,483 45,151
---------- ------------ ------------ ------------ ------------
Total operating expenses............... 434,662 644,280 1,258,672 503,566 1,211,420
---------- ------------ ------------ ------------ ------------
Income (loss) before income tax
provision............................ (1,562) 283,377 678,091 260,139 1,483,207

Income tax provision......................... 7,434 23,028 72,228 27,700 158,000
---------- ------------ ------------ ------------ ------------
NET INCOME (LOSS)...................... $ (8,996) $ 260,349 $ 605,863 $ 232,439 $ 1,325,207
---------- ------------ ------------ ------------ ------------
---------- ------------ ------------ ------------ ------------
Basic and diluted net income (loss) per
common share............................... $ (89.96) $ 2,603.49 $ 6,058.63 $ 2,324.39 $ 13,252.07
---------- ------------ ------------ ------------ ------------
---------- ------------ ------------ ------------ ------------
Weighted-average common shares
out-standing used for basic and diluted net
income (loss) per share.................... 100 100 100 100 100
---------- ------------ ------------ ------------ ------------
---------- ------------ ------------ ------------ ------------

Pro forma data (unaudited)
Historical income (loss) before income tax
provision................................ (1,562) 283,377 678,091 260,139 1,483,207
Pro forma income tax provision (benefit)... (1,000) 129,000 316,000 120,000 677,000
---------- ------------ ------------ ------------ ------------
Pro forma net income (loss).................. $ (562) $ 154,377 $ 362,091 $ 140,139 $ 806,207
---------- ------------ ------------ ------------ ------------
---------- ------------ ------------ ------------ ------------

Pro forma basic and diluted net income (loss)
per common share........................... $ (5.62) $ 1,543.77 $ 3,620.91 $ 1,401.39 $ 8,062.07
---------- ------------ ------------ ------------ ------------
---------- ------------ ------------ ------------ ------------

Pro forma weighted-average common shares
outstanding used for basic and diluted net
income (loss) per share.................... 100 100 100 100 100
---------- ------------ ------------ ------------ ------------
---------- ------------ ------------ ------------ ------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

F-4
<PAGE>
NETCREATIONS, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS TOTAL
--------------- ------------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at January 1, 1996........................................ 1 $ 999 $ 2,537 $ 3,537
Net loss.......................................................... (8,996) (8,996)
-
----- ---------- ----------
Balance at December 31, 1996...................................... 1 999 (6,459) (5,459)

Net income........................................................ 260,349 260,349
S corporation distributions to shareholders....................... (133,761) (133,761)
-
----- ---------- ----------
Balance at December 31, 1997...................................... 1 999 120,129 121,129

Net income........................................................ 605,863 605,863
S corporation distributions to shareholders....................... (250,000) (250,000)
-
----- ---------- ----------
Balance at December 31, 1998...................................... 1 999 475,992 476,992

Net income (unaudited)............................................ 1,325,207 1,325,207
S corporation distributions to shareholders (unaudited)........... (881,632) (881,632)
-
----- ---------- ----------
Balance at June 30, 1999 (unaudited).............................. 1 $ 999 $ 919,567 $ 920,567
-
-
----- ---------- ----------
----- ---------- ----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.

F-5
<PAGE>
NETCREATIONS, INC.

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------- ------------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
---------- ---------- ---------- ---------- ------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities
Net income (loss)................................ $ (8,996) $ 260,349 $ 605,863 $ 232,439 $ 1,325,207
Adjustments to reconcile net income (loss) to net
cash provided by operating activities
Depreciation and amortization................ 554 9,515 23,414 9,483 45,151
Provision for bad debt....................... -- -- 3,613 -- --
Deferred taxes............................... (2,220) 10,520 24,200 -- (1,000)
Changes in assets and liabilities
Accounts receivable........................ (13,037) (107,702) (556,580) (132,642) (902,410)
Prepaid income taxes....................... -- (6,317) 6,317 -- --
Other current assets....................... -- -- (6,022) -- (1,033)
Other assets............................... (614) 143 (10,980) (11,000) (22,825)
Accounts payable and accrued expenses...... 19,665 (8,507) 13,505 25,782 156,614
Commissions payable........................ 14,019 18,883 260,098 99,880 733,495
Accrued pension............................ 30,000 30,000 (30,000) (26,875)
Income taxes payable....................... 1,147 (1,147) 12,138 20,299 133,349
---------- ---------- ---------- ---------- ------------
Net cash provided by operating
activities............................. 40,518 205,737 375,566 214,241 1,439,673
---------- ---------- ---------- ---------- ------------
Cash flows from investing activities
Capital expenditures............................. (11,074) (50,955) (79,422) (56,963) (76,918)
---------- ---------- ---------- ---------- ------------
Net cash used in investing activities.... (11,074) (50,955) (79,422) (56,963) (76,918)
---------- ---------- ---------- ---------- ------------
Cash flows from financing activities
Distributions to shareholders.................... -- (133,761) (250,000) (70,000) (881,632)
Borrowings under line of credit.................. -- -- 284,240 -- 25,000
Payments on line of credit....................... -- -- (284,240) -- --
Payments of offering costs....................... -- -- -- -- (59,662)
Payments on capital lease obligation............. -- -- (3,261) -- (22,260)
---------- ---------- ---------- ---------- ------------
Net cash used in financing activities.... (133,761) (253,261) (70,000) (938,554)
---------- ---------- ---------- ---------- ------------
NET INCREASE IN CASH..................... 29,444 21,021 42,883 87,278 424,201
Cash at beginning of year.......................... 3,537 32,981 54,002 54,002 96,885
---------- ---------- ---------- ---------- ------------
Cash at end of year................................ $ 32,981 $ 54,002 $ 96,885 $ 141,280 $ 521,086
---------- ---------- ---------- ---------- ------------
---------- ---------- ---------- ---------- ------------
Supplemental disclosures of cash flow information:
Cash paid during the period for Income taxes... $ 8,500 $ 18,825 $ 28,825 $ 7,000 $ 25,141
---------- ---------- ---------- ---------- ------------
---------- ---------- ---------- ---------- ------------
Noncash financing activities:
</TABLE>

Capital lease obligations of $47,772 and $150,886 during the year ended December
31, 1998 and the six months ended June 30, 1999, respectively, were incurred
when the Company entered into leases for new equipment.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.

F-6
<PAGE>
NETCREATIONS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1997 AND 1998

NOTE A--NATURE OF OPERATIONS

NetCreations, Inc. (the "Company") was incorporated and commenced operations
in 1995. NetCreations, Inc. is a provider of opt-in email marketing services on
the Internet. NetCreations' PostMaster Direct Response service manages an
extensive database of unique email addresses gathered from leading Web sites.
These lists are available for rental, including list rental, email delivery, and
merge/purge. The Company also maintains a Web site at www.postmasterdirect.com
as a vehicle for its services and another Web site that contains its corporate
information at www.netcreations.com.

The Company's primary revenue source is the rental and management of opt-in
email lists.

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. REVENUE RECOGNITION

The Company recognizes revenue when email messages are transmitted to
selected addresses, net of volume discounts and broker discounts.

2. EQUIPMENT

Equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, generally
ranging from three to five years. Amortization of assets under capital leases is
computed using the straight-line method over the lesser of the lease term or the
estimated useful lives of the assets, generally three to five years.

3. INCOME TAXES

Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
in effect for the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

4. USE OF ESTIMATES

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

5. ADVERTISING

Advertising costs are expensed as incurred. Advertising expense for the
years ended December 31, 1996, 1997 and 1998 amounted to $10,000, $74,000 and
$128,000, respectively.

F-7
<PAGE>
NETCREATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
6. COST OF REVENUES

Cost of revenues consists primarily of commissions paid to list owners.

7. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

Information in the accompanying financial statements for the six months
ended June 30, 1998 and 1999 is unaudited.

The condensed financial statements as of June 30, 1999 and for the six
months then ended have been prepared in accordance with generally accepted
accounting principles applicable to interim financial information and the rules
and regulations promulgated by the Securities and Exchange Commission.
Accordingly, such condensed financial statements do not include all of the
information and footnote disclosures required by generally accepted accounting
principles.

In the opinion of the Company's management, the June 30, 1998 and 1999
unaudited condensed interim financial statements include all adjustments,
consisting of normal recurring adjustments necessary for a fair presentation of
such financial statements. The results of operations for the six months ended
June 30, 1999 are not necessarily indicative of the results to be expected for
the entire year.

8. NET INCOME (LOSS) PER SHARE:

The Company has adopted Statement of Financial Accounting Standards No. 128
("SFAS 128"), "Earnings Per Share," which requires public companies to present
basic net income per share, and, if applicable, diluted net income (loss) per
share. Basic and diluted net income (loss) per share is included, in accordance
with SFAS No. 128, for all periods presented. Basic net income (loss) per share
is computed by dividing the net income (loss) per share for the period by the
weighted-average number of common shares outstanding during the period. Diluted
net loss per share is computed by dividing the net loss for the period by the
weighted-average number of common shares adjusted for the dilutive effect of any
potential shares issuable outstanding during the period. The Company did not
have any potential common shares outstanding during the periods presented in
these financial statements.

Reference is made to Note G.

9. OTHER COMPREHENSIVE INCOME

Effective January 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 130 ("SFAS No. 130"), "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for reporting
comprehensive income and its components in financial statements. Other
comprehensive income, as defined, includes all changes in equity during a period
from non-owner sources. To date, the Company has not had any transactions that
are required to be reported as other comprehensive income.

10. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 131 ("SFAS No. 131"),
"Disclosures About Segments of an Enterprise and

F-8
<PAGE>
NETCREATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Related Information." SFAS No. 131 establishes standards for the way companies
report information about operating segments in annual financial statements. It
also establishes standards for related disclosures about products and services,
geographic areas and major customers. The disclosures prescribed in SFAS No. 131
are effective for the year ended December 31, 1998. The Company has determined
that it operates as one business segment, a provider of internet marketing
services.

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133 ("SFAS No. 133"), "Accounting for Derivative Instruments and Hedging
Activities," which defines derivatives, requires that all derivatives be carried
at fair value, and provides for hedge accounting when certain conditions are
met. SFAS No. 133 is effective for the Company in 2002. Although the Company has
not fully assessed the implications of SFAS No. 133, the Company does not
believe that the adoption of this statement will have a material impact on the
Company's financial position or results of operations.

11. TECHNOLOGY, SUPPORT AND DEVELOPMENT EXPENSES

Technology, support and development costs, which consist principally of
salaries, including that of the Company's Chief Technology Officer, are expensed
as incurred.

NOTE C--EQUIPMENT

Equipment consists of the following:

<TABLE>
<CAPTION>
1997 1998
--------- ----------
<S> <C> <C>
Computer equipment..................................................... $ 62,029 $ 177,342
Office equipment....................................................... -- 11,881
--------- ----------
62,029 189,223
Less accumulated depreciation.......................................... (10,069) (33,483)
--------- ----------
$ 51,960 $ 155,740
--------- ----------
--------- ----------
</TABLE>

Assets under capital lease at December 31, 1998 were $47,772 and related
accumulated amortization was $4,060 at December 31, 1998.

NOTE D--INCOME TAXES

The Company is an S corporation for Federal and state income tax purposes.
Accordingly, no provision has been made for Federal and certain state income
taxes in the accompanying financial statements, since the income of the Company
is included in the personal income tax returns of the stockholders. The Company
is, however, responsible for taxes in jurisdictions which do not recognize S
corporation status (e.g., New York City.) Provision is made for income taxes
relating to these jurisdictions. In addition, the Company files its tax returns
on the cash basis of accounting.

The S corporation status will terminate immediately upon the effective date
of the Initial Public Offering (see Note I-3). The Company will convert to a C
corporation and will be subject to Federal and all applicable state income
taxes, prospectively. Any income tax adjustment required as a result of the
conversion will be reflected in the period in which it becomes effective. The
effect, as of

F-9
<PAGE>
NETCREATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

NOTE D--INCOME TAXES (CONTINUED)
December 31, 1998 would have been to increase deferred tax liabilities at
December 31, 1998 by approximately $105,000, and reduce net income by the same
amount (see Note G).

The components of income tax expense are as follows at December 31:

<TABLE>
<CAPTION>
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Current--state and local.......................................................... $ 9,654 $ 12,508 $ 48,028
Deferred--state and local......................................................... (2,220) 10,520 24,200
--------- --------- ---------
$ 7,434 $ 23,028 $ 72,228
--------- --------- ---------
--------- --------- ---------
</TABLE>

The differences between income tax expense shown in the statements of
operations and the computed income tax expense based on the Federal statutory
corporate rate are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
<S> <C> <C> <C>
1996 1997 1998
--------- ---------- ----------
Computed income tax expense (benefit) based on the Federal statutory rate of
34%........................................................................... $ -- $ 96,000 $ 231,000
State and local income taxes, net of Federal benefit............................ 7,434 33,000 80,000
Effect of S corporation......................................................... -- (105,972) (238,772)
--------- ---------- ----------
$ 7,434 $ 23,028 $ 72,228
--------- ---------- ----------
--------- ---------- ----------
</TABLE>

The significant components of the net deferred tax liability are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
<S> <C> <C>
1997 1998
--------- ---------
Deferred tax liabilities--current
Accounts receivable and prepaid expenses.................................................. $ 13,000 $ 73,100
Deferred tax assets--current
Accounts payable and accrued expenses..................................................... (4,700) (40,600)
--------- ---------
Net deferred tax liability............................................................ $ 8,300 $ 32,500
--------- ---------
--------- ---------
</TABLE>

F-10
<PAGE>
NETCREATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

NOTE E--LINE OF CREDIT

The Company had an unused line of credit in the amount of $175,000 at
December 31, 1998.

NOTE F--COMMITMENTS AND CONTINGENCIES

A. CAPITAL LEASE OBLIGATIONS

The annual maturities of capital lease obligations are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER
31,
-----------------------
<S> <C>
1999................................................................. $ 19,856
2000................................................................. 19,856
2001................................................................. 14,793
-------
54,505
Less amount representing interest.................................... (9,994)
-------
Present value of net minimum lease payments including current portion
of $14,331......................................................... $ 44,511
-------
-------
</TABLE>

B. OPERATING LEASE COMMITMENTS

The Company leases office space under the terms of operating leases that
expire in 2003. Future minimum payments under noncancellable operating leases
consisted of the following at December 31, 1998:

The Company paid $49,600 in rent expense for the year ended December 31,
1998. No rent expense was incurred for the years ended December 31, 1996 and
1997, since the stockholders provided minimum facilities in those years.

C. DEFINED CONTRIBUTION PLAN

In 1996 and 1997, the Company had a money purchase pension and profit
sharing plan for its officers/shareholders. Upon termination, the Company
established a defined contribution plan in 1998 for eligible employees under
Section 401(k) of the Internal Revenue Code. Employees must complete one year of
service to be eligible to participate in the 401(k) plan. In 1996, 1997 and
1998, the Company incurred contribution expenses of $30,000, $60,000 and
$60,000, respectively, relating to these plans.

F-11
<PAGE>
NETCREATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

NOTE G--PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

As disclosed in Note A, the Company has elected to be taxed as an S
corporation pursuant to the Internal Revenue Code. Pro forma adjustments in the
statements of operations for each of the three years in the period ended
December 31, 1998 and for the six months ended June 30, 1998 and 1999, reflect a
pro forma provision for income taxes based upon pre-tax income as if the Company
had been subject to all applicable Federal, state and local income taxes. As
disclosed in Note D, the Company is a cash basis taxpayer. Accordingly, the pro
forma tax provision is calculated assuming that taxes are reported on a cash
basis.

The pro forma provision for income taxes, after giving effect to the Federal
statutory rate of 34% and an applicable state and local tax provision consists
of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
---------------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
---------- ---------- ---------- ----------- --------------
Current
Federal....................................... $ 5,000 $ 52,000 $ 115,000 $ 44,000 $ 421,000
State and local............................... 4,000 33,000 71,000 27,000 261,000
---------- ---------- ---------- ----------- --------------
Total current............................... 9,000 85,000 186,000 71,000 682,000
---------- ---------- ---------- ----------- --------------
Deferred
Federal....................................... (6,000) 27,000 80,000 30,000 (4,000)
State and local............................... (4,000) 17,000 50,000 19,000 (1,000)
---------- ---------- ---------- ----------- --------------
Total deferred.............................. (10,000) 44,000 130,000 49,000 (5,000)
---------- ---------- ---------- ----------- --------------
Total........................................... $ (1,000) $ 129,000 $ 316,000 $ 120,000 $ 677,000
---------- ---------- ---------- ----------- --------------
---------- ---------- ---------- ----------- --------------
</TABLE>

The differences between pro forma tax expense (benefit) shown in the
statements of operations and the pro forma computed income tax expense based on
the Federal statutory corporate rate are as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEAR ENDED DECEMBER 31, 30,
--------------------------------- -----------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
--------- ---------- ---------- ----------- ----------
Computed income taxes based on Federal statutory rate
of 34%............................................. $ -- $ 96,000 $ 231,000 $ 88,000 $ 504,000
State and local income taxes, net of Federal
benefit............................................ (1,000) 33,000 85,000 32,000 173,000
Other................................................ -- -- --
--------- ---------- ---------- ----------- ----------
$ (1,000) $ 129,000 $ 316,000 $ 120,000 $ 677,000
--------- ---------- ---------- ----------- ----------
--------- ---------- ---------- ----------- ----------
</TABLE>

F-12
<PAGE>
NETCREATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

NOTE G--PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)
The significant components of the pro forma net deferred tax liability,
assuming a 34% Federal statutory rate and applicable state and local tax
provision are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- JUNE 30,
1997 1998 1999
--------- ---------- ----------
<S> <C> <C> <C>
Deferred tax liability--current
Accounts receivable and prepaid expenses..................................... $ 55,000 $ 309,000 $ 720,000
Deferred tax asset--current
Accounts payable and accrued expenses........................................ (20,000) (172,000) (588,000)
--------- ---------- ----------
Net deferred tax liability............................................. $ 35,000 $ 137,000 $ 132,000
--------- ---------- ----------
--------- ---------- ----------
</TABLE>

NOTE H--CONCENTRATIONS

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash and trade receivables.
The Company places its cash investments with high quality financial institutions
and does not maintain balances that exceed FDIC-insured limits. Concentrations
of credit risk with respect to trade receivables are limited due to the
Company's large number of customers and their dispersion across many different
industries and countries worldwide. The Company had no significant
concentrations of credit risk. No single customer represented more than 10% of
the Company's revenues during the years ended December 31, 1996, 1997 and 1998.

For the six months ended June 30, 1999 one reseller accounted for
approximately 18% of net revenues. In addition, net revenues derived from this
reseller as a list owner represented 1.6% of the Company's net revenues for the
six months ended June 30, 1999. For the year ended December 31, 1998, this
reseller accounted for approximately 7% of net revenues as a reseller and 3.3%
of net revenues as a list owner. The Company has subsequently terminated its
agreement with this reseller.

NOTE I--SUBSEQUENT EVENTS (UNAUDITED)

1. FINANCING

On June 3, 1999, the Company increased its line of credit to $500,000, of
which $25,000 is outstanding as of June 30, 1999.

Through June 30, 1999, the Company acquired equipment and obtained
additional equipment financing approximating $150,000.

2. STOCK OPTION PLAN

The Company adopted its 1999 Stock Option Plan (the "Plan") in July 1999.
The Plan provides for the granting of options to directors, officers, employees
and consultants. The Plan provides for the granting of options intended to
qualify as incentive stock options under the Internal Revenue Code and
non-qualified options. The Plan will terminate in July 2009 unless terminated
earlier.

F-13
<PAGE>
NETCREATIONS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1997 AND 1998

NOTE I--SUBSEQUENT EVENTS (UNAUDITED) (CONTINUED)
3. INITIAL PUBLIC OFFERING AND DEFERRED OFFERING COSTS

The Company intends to offer shares of its common stock to the general
public through an initial public offering (the "Offering").

In connection with this planned offering, the company has deferred offering
costs as of June 30, 1999. These costs will be reflected as a reduction of the
proceeds of the offering. In the event the offering is not consummated, these
costs will be charged to operations.

F-14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by the Registrant are as follows. All amounts other
than the SEC registration fee, the NASD filing fees and the Nasdaq National
Market listing fee are estimates.

<TABLE>
<CAPTION>
AMOUNT TO BE
PAID
---------------
<S> <C>
SEC registration fee......................................................... $ 15,985.00
NASD filing fee.............................................................. $ 6,250.00
Nasdaq National Market listing fee........................................... *
Legal fees and expenses...................................................... *
Accounting fees and expenses................................................. *
Printing and engraving....................................................... *
Blue sky fees and expenses (including legal fees)............................ *
Transfer agent fees.......................................................... *
Miscellaneous................................................................ *
Total...................................................................... $ 1,500,000.00
---------------
---------------
</TABLE>

* To be supplied by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The New York Business Corporation Law ("BCL") provides that if a derivative
action is brought against a director or officer of a corporation, the
corporation may indemnify him or her against amounts paid in settlement and
reasonable expenses, including attorneys' fees incurred by him or her, in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in the best interests of the corporation, except that no indemnification
shall be made without court approval in respect of a threatened action, or a
pending action settled or otherwise disposed of, or in respect of any matter as
to which such director or officer has been found liable to the corporation. In a
nonderivative action or threatened action, the BCL provides that a corporation
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him or
her in defending such action, if such director or officer acted in good faith
for a purpose which he or she reasonably believed to be in the best interests of
the corporation.

Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the bylaws of a
corporation or, when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.

The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.

Article VII, Section 1 of our bylaws contains provisions requiring
indemnification by NetCreations of our directors and officers against certain
liabilities and expenses which they may incur as directors and officers of
NetCreations or of certain other entities in accordance with Sections 722-723 of
the BCL.

II-1
<PAGE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS (CONTINUED)
Section 726 of the BCL also contains provisions authorizing a corporation to
obtain insurance on behalf of any director and officer against liabilities,
whether or not the corporation would have the power to indemnify against such
liabilities. We maintain insurance coverage under which our directors and
officers are insured, subject to the limits of the policy, against certain
losses, as defined in the policy, arising from claims made against such
directors and officers by reason of any wrongful acts as defined in the policy,
in their respective capacities as directors or officers.

Reference is also made to Section of the Underwriting Agreement, which
provides for the indemnification of officers, directors and controlling persons
of the Registrant against certain liabilities. The indemnification provision in
the Registrant's certificate of incorporation, bylaws and the indemnification
agreements entered into between the Registrant and each of its directors and
executive officers may be sufficiently broad to permit indemnification of the
Registrant's directors and executive officers for liabilities arising under the
Securities Act of 1933.

The Registrant has obtained liability and errors and omissions insurance for
its officers and directors.

Reference is made to the following documents filed as exhibits to this
Registration Statement regarding relevant indemnification provisions described
above and elsewhere in this prospectus:

<TABLE>
<CAPTION>
DOCUMENT EXHIBIT NUMBER
- ------------------------------------------------------------------------------------------------- -----------------
<S> <C>
Underwriting Agreement........................................................................... 1.1
Form of Amended and Restated Certificate of Incorporation of Registrant.......................... 3.2
Form of Restated Bylaws of Registrant............................................................ 3.4
Form of Indemnification Agreement................................................................ 10.4
</TABLE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

(1) On February 1, 1996, the Registrant issued a total of 100 shares of common
stock to the Registrant's founders for an aggregate consideration of $1,000.

The above securities were offered and sold by the Registrant in reliance
upon exemptions from registration pursuant to either (1) Section 4(2) of the
Securities Act of 1933 as transactions not involving any public offering, or (2)
Rule 701 promulgated under the Securities Act of 1933. No underwriters were
involved in connection with the sales of securities referred to in this Item 15.

II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<S> <C>
1.1* Form of Underwriting Agreement.
3.1 Certificate of Incorporation.
3.2* Form of Amended and Restated Certificate of Incorporation to be in effect upon the closing of this
offering.
3.3 Bylaws.
3.4* Form of Restated Bylaws to be in effect upon the closing of this offering.
4.1* Specimen common stock certificate.
5.1* Opinion of Greenberg Traurig.
10.1* Employment Agreements.
10.2* Consulting Agreements.
10.3* Stock Option Plan.
10.4* Form of Indemnification Agreement.
10.5* Material Contracts.
23.1 Consent of Independent Certified Public Accountants.
23.2* Consent of Greenberg Traurig (included in Exhibit 5.1).
24.1 Powers of Attorney (See Signature Page on Page II-5).
27.1 Financial Data Schedule.
27.2 Financial Data Schedule.
</TABLE>

(b) Financial Statement Schedules.

All financial statement schedules have been omitted because the required
information is not applicable or not present in amounts sufficient to require
submission of the schedule, or because the information required is included in
the financial statements or the notes thereto.

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

* To be filed by amendment

ITEM 17. UNDERTAKINGS

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

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

II-3
<PAGE>
ITEM 17. UNDERTAKINGS (CONTINUED)
The undersigned Registrant hereby undertakes that:

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

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

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in New York, New York, on this 28th day
of July, 1999.

<TABLE>
<S> <C> <C>
NETCREATIONS, INC.

By: /s/ ROSALIND B. RESNICK
-----------------------------------------
Rosalind B. Resnick
Chief Executive Officer and President
</TABLE>

POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Rosalind B. Resnick as such person's
attorneys-in-fact, with full power of substitution for such person in any and
all capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments and any and all new registration statements
filed pursuant to Rule 462 under the Securities Act of 1933 in connection with
or related to the offering contemplated by this Registration Statement, as
amended, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each said attorney-in-fact or such person's
substitute may do or cause to be done by virtue hereof.

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(S) DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
Chief Executive Officer,
/s/ ROSALIND B. RESNICK President, Chairman of
- ------------------------------ the Board of Directors, July 28, 1999
Rosalind B. Resnick and Treasurer (Principal
Executive Officer)

/s/ RYAN SCOTT DRUCKENMILLER Chief Technology Officer,
- ------------------------------ Vice President, July 28, 1999
Ryan Scott Druckenmiller Secretary and Director

/s/ GARY SINDLER Chief Financial Officer
- ------------------------------ (Principal Financial and July 28, 1999
Gary Sindler Accounting Officer)
</TABLE>

II-5
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<S> <C>

1.1* Form of Underwriting Agreement.

3.1 Certificate of Incorporation.

3.2* Form of Amended and Restated Certificate of Incorporation to be in effect upon the closing of this
offering.

3.3 Bylaws.

3.4* Form of Restated Bylaws to be in effect upon the closing of this offering.

4.1* Specimen common stock certificate.

5.1* Opinion of Greenberg Traurig.

10.1* Employment Agreements.

10.2* Consulting Agreements.

10.3* Stock Option Plan.

10.4* Form of Indemnification Agreement.

10.5* Material Contracts.

23.1 Consent of Independent Certified Public Accountants.

23.2* Consent of Greenberg Traurig (included in Exhibit 5.1).

24.1 Powers of Attorney (See Signature Page on Page II-5).

27.1 Financial Data Schedule.

27.2 Financial Data Schedule.
</TABLE>

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

* To be filed by amendment.

II-6

<PAGE>

EXHIBIT 3.1

Certificate of Incorporation
NetCreations, Inc.
under Section 402 of the Business Corporation Law

The undersigned hereby submits this Certificate of Incorporation for the purpose
of forming a business corporation.

1. The name of this New York corporation is NetCreations, Inc.

2. The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under Section 402 of the Business
Corporation Law. The Corporation is not formed to engage in any act or activity
requiring the consent or approval of any state official, department, board,
agency or other body without such consent or approval first being obtained.

3. The county within New York in which the office of the Corporation is to be
located is Kings County.

4. The Corporation shall have the authority to issue 2000 shares of common
stock, par value $.01 per share.

5. The Secretary of State is designated as agent of the Corporation upon whom
process against the Corporation may be served. Any service of process against
the Corporation served on the Secretary of State shall be mailed to the
Corporation at the following address:

47 Joralemon Street
Brooklyn, NY 11201

6. The directors shall be protected from personal liability to the fullest
extent permitted by law.

7. The registered agent in New York upon whom process against the Corporation
may be served is:

Rosalind B. Resnick
47 Joralemon Street
Brooklyn, NY 11201

IN WITNESS WHEREOF, this Certificate has been subscribed on January 9, 1996 by
the undersigned who affirms that the statements made herein are true under the
penalties of perjury.

/s/ Johnny C. Rodriguez
-----------------------------------------
Johnny C. Rodriguez, Incorporator
401 Ocean Drive, Suite 312
Miami Beach, FL 33139

<PAGE>

EXHIBIT 3.3

Bylaws
of
NetCreations, Inc.

ARTICLE I. DIRECTORS

Section 1. Function. All corporate powers shall be exercised by or under the
authority of the Board of Directors. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. Directors must
be natural persons who are at least 18 years of age but need not be shareholders
of the Corporation. Residents of any state may be directors.

Section 2. Compensation. The shareholders shall have authority to fix the
compensation of directors. Unless specifically authorized by a resolution of the
shareholders, the directors shall serve in such capacity without compensation.

Section 3. Presumption of Assent. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to the action
taken unless he objects at the beginning of the meeting (or promptly upon
arriving) to the holding of the meeting or transacting the specified business at
the meeting, or if the director votes against the action taken or abstains from
voting because of an asserted conflict of interest.

Section 4. Number. The Corporation shall have at least the minimum number of
directors required by law. The number of directors may be increased or decreased
from time to time by the Board of Directors.

Section 5. Election and Term. At each annual meeting of shareholders, the
shareholders shall elect directors to hold office until the next annual meeting
or until their earlier resignation, removal from office or death. Directors
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.

Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including
a vacancy created by an increase in the number of directors, may be filled by
the shareholders or by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders. If there are no remaining directors, the vacancy
shall be filled by the shareholders.

<PAGE>

Section 7. Removal of Directors. At a meeting of shareholders, any director or
the entire Board of Directors may be removed, with or without cause, provided
the notice of the meeting states that one of the purposes of the meeting is the
removal of the director. A director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast against removal.

Section 8. Quorum and Voting. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business. The act
of a majority of directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

Section 9. Executive and Other Committees. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, nay designate from among
its members one or more committees each of which must have at least two members.
Each committee shall have the authority set forth in the resolution designating
the committee.

Section 10. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the Corporation or
at another place designated by the person or persons giving notice or otherwise
calling the meeting.

Section 11. Time, Notice and Call of Meetings. Regular meetings of the Board of
Directors shall be held without notice at the time and on the date designated by
resolution of the Board of Directors. Written notice of the time, date and place
of special meetings of the Board of Directors shall be given to each director by
mail delivery at least two days before the meeting.

Notice of a meeting of the Board of Directors need not be given to a
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting constitutes a waiver of notice of that
meeting and waiver of all objections to the place of the meeting, the time of
the meeting, and the manner in which it has been called or convened, unless a
director objects to the transaction of business (promptly upon arrival at the
meeting) because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors must be specified in the notice or waiver of notice of
the meeting.

A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of an adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the

<PAGE>

other directors. Meetings of the Board of Directors may be called by the
President or the Chairman of the Board of Directors. Members of the Board of
Directors and any committee of the Board may participate in a meeting by
telephone conference or similar communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
by these means constitutes presence in person at a meeting.

Section 12. Action By Written Consent. Any action required or permitted to be
taken at a meeting of directors may be taken without a meeting if a consent in
writing setting forth the action to be taken and signed by all of the directors
is filed in the minutes of the proceedings of the Board. The action taken shall
be deemed effective when the last director signs the consent, unless the consent
specifies otherwise.

ARTICLE II. MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of officers and for such other business as may
properly come before the meeting shall be held at such time and place as
designated by the Board of Directors.

Section 2. Special Meeting. Special meetings of the shareholders shall be held
when directed by the President or when requested in writing by shareholders
holding at least 10% of the Corporation's stock having the right and entitled to
vote at such meeting. A meeting requested by shareholders shall be called by the
President for a date not less than 10 nor more than 60 days after the request is
made. Only business within the purposes described in the meeting notice may be
conducted at a special shareholders' meeting.

Section 3. Place. Meetings of the shareholders will be held at the principal
place of business of the Corporation or at such other place as is designated by
the Board of Directors.

Section 4. Notice. A written notice of each meeting of shareholders shall be
mailed to each shareholder having the right and entitled to vote at the meeting
at the address as it appears on the records of the Corporation. The meeting
notice shall be mailed not less than 10 nor more than 60 days before the date
set for the meeting. The record date for determining shareholders entitled to
vote at the meeting will be the close of business on the day before the notice
is sent. The notice shall state the time and place the meeting is to be held. A
notice of a special meeting shall also state the purposes of the meeting. A
notice of meeting shall be sufficient for that meeting and any adjournment of
it. If a shareholder transfers any shares after the notice is sent, it shall not
be necessary to notify the transferee. All shareholders may waive notice of a
meeting at any time.

<PAGE>

Section 5. Shareholder Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. Any number of shareholders, even if less than a quorum, may
adjourn the meeting without further notice until a quorum is obtained.

Section 6. Shareholder Voting. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. An alphabetical list of all shareholders who are entitled to
notice of a shareholders' meeting along with their addresses and the number of
shares held by each shall be produced at a shareholders' meeting upon the
request of any shareholder.

Section 7. Proxies. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy executed
in writing and signed by the shareholder or his attorney-in-fact. The
appointment of proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy shall be valid more than
11 months after the date of its execution unless a longer term is expressly
stated in the proxy.

Section 8. Validation. If shareholders who hold a majority of the voting stock
entitled to vote at a meeting are present at the meeting, and sign a written
consent to the meeting on the record, the acts of the meeting shall be valid,
even if the meeting was not legally called and noticed.

Section 9. Conduct of Business By Written Consent. Any action of the
shareholders may be taken without a meeting if written consents, setting forth
the action taken, are signed by at least a majority of shares entitled to vote
and are delivered to the officer or agent of the Corporation having custody of
the Corporation's records within 60 days after the date that the earliest
written consent was delivered. Within 10 days after obtaining an authorization
of an action by written consent, notice shall be given to those shareholders who
have not consented in writing or who are not entitled to vote on the action. The
notice shall fairly summarize the material features of the authorized action. If
the action creates dissenters' rights, the notice shall contain a clear
statement of the right of dissenting shareholders to be paid the fair value of
their shares upon compliance with and as provided for by the state law governing
corporations.

<PAGE>

ARTICLE III. OFFICERS

Section 1. Officers; Election; Resignation; Vacancies. The Corporation shall
have the officers and assistant officers that the Board of Directors appoint
from time to time. Except as otherwise provided in an employment agreement which
the Corporation has with an officer, each officer shall serve until a successor
is chosen by the directors at a regular or special meeting of the directors or
until removed. Officers and agents shall be chosen, serve for the terms, and
have the duties determined by the directors. A person may hold two or more
offices.

Any officer may resign at any time upon written notice to the Corporation. The
resignation shall be effective upon receipt, unless the notice specifies a later
date. If the resignation is effective at a later date and the Corporation
accepts the future effective date, the Board of Directors may fill the pending
vacancy before the effective date provided the successor officer does not take
office until the future effective date. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 2. Powers and Duties of Officers. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as may be
prescribed by the Board of Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the
Board of Directors.

Section 3. Removal of Officers. An officer or agent or member of a committee
elected or appointed by the Board of Directors may be removed by the Board with
or without cause whenever in its judgment the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer, agent or member of a committee shall not of itself create contract
rights. Any officer, if appointed by another officer, may be removed by that
officer.

Section 4. Salaries. The Board of Directors may cause the Corporation to enter
into employment agreements with any officer of the Corporation. Unless provided
for in an employment agreement between the Corporation and an officer, all
officers of the Corporation serve in their capacities without compensation.

Section 5. Bank Accounts. The Corporation shall have accounts with financial
institutions as determined by the Board of Directors.

<PAGE>

ARTICLE IV. DISTRIBUTIONS

The Board of Directors may, from time to time, declare distributions to
its shareholders in cash, property, or its own shares, unless the distribution
would cause (i) the Corporation to be unable to pay its debts as they become due
in the usual course of business, or (ii) the Corporation's assets to be less
than its liabilities plus the amount necessary, if the Corporation were
dissolved at the time of the distribution, to satisfy the preferential rights of
shareholders whose rights are superior to those receiving the distribution. The
shareholders and the Corporation may enter into an agreement requiring the
distribution of corporate profits, subject to the provisions of law.

ARTICLE V. CORPORATE RECORDS

Section 1. Corporate Records. The corporation shall maintain its records in
written form or in another form capable of conversion into written form within a
reasonable time. The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and Board of Directors, a record of all actions
taken by the shareholders or Board of Directors without a meeting, and a record
of all actions taken by a committee of the Board of Directors on behalf of the
Corporation. The Corporation shall maintain accurate accounting records and a
record of its shareholders in a form that permits preparation of a list of the
names and addresses of all shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.

The Corporation shall keep a copy of its articles or restated articles of
incorporation and all amendments to them currently in effect; these Bylaws or
restated Bylaws and all amendments currently in effect; resolutions adopted by
the Board of Directors creating one or more classes or series of shares and
fixing their relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding; the minutes of all shareholders'
meetings and records of all actions taken by shareholders without a meeting for
the past three years; written communications to all shareholders generally or
all shareholders of a class of series within the past three years, including the
financial statements furnished for the last three years; a list of names and
business street addresses of its current directors and officers; and its most
recent annual report delivered to the Department of State.

Section 2. Shareholders' Inspection Rights. A shareholder is entitled to inspect
and copy, during regular business hours at a reasonable location specified by
the Corporation, any books and records of the Corporation. The shareholder must
give the Corporation written notice of this demand at least five business days
before the date on which he wishes to inspect and copy the record(s). The demand
must be made in good faith and for a

<PAGE>

proper purpose. The shareholder must describe with reasonable particularity the
purpose and the records he desires to inspect, and the records must be directly
connected with this purpose. This Section does not affect the right of a
shareholder to inspect and copy the shareholders' list described in this Article
if the shareholder is in litigation with the Corporation. In such a case, the
shareholder shall have the same rights as any other litigant to compel the
production of corporate records for examination.

The Corporation may deny any demand for inspection if the demand was made
for an improper purpose, or if the demanding shareholder has within the two
years preceding his demand, sold or offered for sale any list of shareholders of
the Corporation or of any other corporation, has aided or abetted any person in
procuring any list of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of this
Corporation or any other corporation.

Section 3. Financial Statements for Shareholders. Unless modified by resolution
of the shareholders within 120 days after the close of each fiscal year, the
Corporation shall furnish its shareholders with annual financial statements
which may be consolidated or combined statements of the Corporation and one or
more of its subsidiaries, as appropriate, that include a balance sheet as of the
end of the fiscal year, an income statement for that year, and a statement of
cash flows for that year. If financial statements are prepared for the
Corporation on the basis of generally accepted accounting principles, the annual
financial statements must also be prepared on that basis.

If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the President or the person responsible for the
Corporation's accounting records stating his reasonable belief whether the
statements were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation and describing any
respects in which the statements were not prepared on a basis of accounting
consistent with the statements prepared for the preceding year. The Corporation
shall mail the annual financial statements to each shareholder within 120 days
after the close of each fiscal year or within such additional time thereafter as
is reasonably necessary to enable the Corporation to prepare its financial
statements. Thereafter, on written request from a shareholder who was not mailed
the statements, the Corporation shall mail him the latest annual financial
statements.

Section 4. Other Reports to Shareholders. If the Corporation indemnifies or
advances expenses to any director, officer, employee or agent otherwise than by
court order or action by the shareholders or by an insurance carrier pursuant to
insurance

<PAGE>

maintained by the Corporation, the Corporation shall report the indemnification
or advance in writing to the shareholders with or before the notice of the next
annual shareholders' meeting, or prior to the meeting if the indemnification or
advance occurs after the giving of the notice but prior to the time the annual
meeting is held. This report shall include a statement specifying the persons
paid, the amounts paid, and the nature and status at the time of such payment of
the litigation or threatened litigation.

If the Corporation issues or authorizes the issuance of shares for
promises to render services in the future, the Corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders' meeting.

ARTICLE VI. STOCK CERTIFICATES

Section 1. Issuance. The Board of Directors may authorize the issuance of some
or all of the shares of any or all of its classes or series without
certificates. Each certificate issued shall be signed by the president and the
Secretary (or the Treasurer). The rights and obligations of shareholders are
identical whether or not their shares are represented by certificates.

Section 2. Registered Shareholders. No certificate shall be issued for any share
until the share is fully paid. The Corporation shall be entitled to treat the
holder of record of shares as the holder in fact and, except as otherwise
provided by law, shall not be bound to recognize any equitable or other claim to
or interest in the shares.

Section 3. Transfer of Shares. Shares of the Corporation shall be transferred on
its books only after the surrender to the Corporation of the share certificates
duly endorsed by the holder of record or attorney-in-fact. If the surrendered
certificates are canceled, new certificates shall be issued to the person
entitled to them, and the transaction recorded on the books of the Corporation.

Section 4. Lost, Stolen or Destroyed Certificates. If a shareholder claims to
have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall be issued upon the delivery to the Corporation of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity as the Board reasonably requires.

<PAGE>

ARTICLE VII. INDEMNIFICATION

Section 1. Right to Indemnification. The Corporation hereby indemnifies each
person (including the heirs, executors, administrators, or estate of such
person) who is or was a director or officer of the Corporation to the fullest
extent permitted or authorized by current or future legislation or judicial or
administrative decision against all fines, liabilities, costs and expenses,
including attorneys' fees, arising out of his or her status as a director,
officer, agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. The Corporation may maintain insurance, at its
expense, to protect itself and all officers and directors against fines,
liabilities, costs and expenses, whether or not the Corporation would have the
legal power to indemnify them directly against such liability.

Section 2. Advances. Costs, charges and expenses (including attorneys' fees)
incurred by a person referred to in Section 1 of this Article in defending a
civil or criminal proceeding shall be paid by the Corporation in advance of the
final disposition thereof upon receipt of an undertaking to repay all amounts
advanced if it is ultimately determined that the person is not entitled to be
indemnified by the Corporation as authorized by this Article, and upon
satisfaction of other conditions required by current or future legislation.

Section 3. Savings Clause. If this Article or any portion of it is invalidated
on any ground by a court of competent jurisdiction, the Corporation nevertheless
indemnifies each person described in Section 1 of this Article to the fullest
extent permitted by all portions of this Article that have not been invalidated
and to the fullest extent permitted by law.

ARTICLE VIII. AMENDMENT

These Bylaws may be altered, amended or repealed, and new Bylaws adopted,
by a majority vote of the directors or by a vote of the shareholders holding a
majority of the shares.

I certify that these are the Bylaws adopted by the Board of Directors of
the Corporation.

/s/ Ryan Scott Druckenmiller
--------------------------------
Secretary

Date signed: 2/1/96
------------

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated June 25, 1999, accompanying the financial
statements of NetCreations, Inc. contained in the Registration Statement and
Prospectus. We consent to the use of the aforementioned report in the
Registration Statement and Prospectus, and to the use of our name as it appears
under the captions "Selected Financial Data" and "Experts."

GRANT THORNTON LLP

New York, New York
July 27, 1999

<PAGE>
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