AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Adar Alternative One, Inc.
(Exact name of registrant as specified in its charter)
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Florida 6770 Applied For
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State or other jurisdiction PRIMARY STANDARD INDUSTRIAL I.R.S. Employer
of CLASSIFICATION CODE NUMBER Identification No.
Incorporation or organization
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10 Troon Place
P.O. Box 289
Mashpee, MA 02649
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael T. Williams
2503 W. Gardner Ct.
Tampa, FL 33611
TELEPHONE: 813.831.9348
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As promptly as practicable after this registration statement becomes effective
and after the closing of the merger of the proposed merger described in this
registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b, 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. [ ] registration number,
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. [ ] registration number,
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of each Proposed maximum
class of Proposed aggregate
securities to Amount to be maximum offering price Amount of
be registered registered offering price registration
per unit fee
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Common Stock,
no par value 10,400,000 0.004 $44,231 (2) $100 (2)
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(1) Represents an estimate of the maximum number of shares of common stock of
Registrant which may be issued to former holders of shares of common stock of
Impulse Communications pursuant to the merger described herein.
(2) As of December 31, 1999, Impulse Communications had a book value of the
shares to be registered is $44,231. In addition, Impulse Communications common
stock has no par value. Accordingly, the maximum offering price has been
determined to be the book value of the securities to be registered.
(3)This fee has been calculated pursuant to Section 6(b) of the Securities Act,
as .0264 of one percent of $44,231.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT 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 SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
Impulse Communications, Inc.
INFORMATION STATEMENT FOR SHAREHOLDERS OF IMPULSE COMMUNICATIONS
Adar Alternative One, Inc.
PROSPECTUS
Impulse Communications, Inc., a Nevada corporation, and Adar Alternative One,
Inc., a Florida corporation have entered into a merger agreement. As a result of
the merger, each outstanding share of Impulse Communications common stock, other
than dissenting shares, as discussed later in this document, will be exchanged
for one share of Adar Alternative One common stock. When the merger closes, Adar
Alternative One will change its name to Impulse Communications and will be the
surviving corporation.
Immediately after the closing of the merger, the former shareholders of Impulse
Communications will hold in the aggregate 10,000,000 shares of Adar Alternative
One common stock, or approximately 96%, and the current shareholders of Adar
Alternative One will hold in the aggregate 400,000 shares of Adar Alternative
One common stock, or approximately 4%, of the total of 10,400,000 shares to be
outstanding immediately after the closing of the merger.
Written consents are being solicited from shareholders of Impulse
Communications. Assuming consents are secured from shareholders owning more than
50% of the stock of Impulse Communications, shareholders who did not consent to
the merger will, by otherwise complying with Nevada corporate law, be entitled
to dissenters' rights with respect to the proposed merger. No consents will be
solicited or accepted until after the effective date of this information
statement for shareholders of Impulse Communications/prospectus. Based upon the
ownership of more than 50% of Impulse Communications common stock by officers,
directors and affiliates, it appears that a favorable vote is assured.
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The merger presents some risks. We suggest you review "Risk Factors"
beginning on *insert page #.
Neither the Securities and Exchange Commission nor any state securities
regulators have approved or disapproved the Adar Alternative One common stock to
be issued in the merger or if this information statement for shareholders of
Impulse Communications/prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this information statement for shareholders of Impulse
Communications/prospectus is ****, and it is first being mailed to Impulse
Communications shareholders on or about ***.
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SOLICITATION OF WRITTEN CONSENTS
NOTICE IS HEREBY GIVEN to shareholders of Impulse Communications, Inc. that in
accordance with the provisions of Nevada law, you are asked to consider and give
your written consent to a proposal to approve:
o The merger agreement and plan of reorganization dated as of ____
between Impulse Communications, a Nevada corporation, and Adar
Alternative One, Inc., a Florida corporation
o The articles of merger which will be filed with the offices of the
secretary of state of the state of Nevada.
In the materials accompanying this notice, you will find an information
statement for shareholders of Impulse Communications/prospectus relating to the
merger proposal and a form of written consent. The information statement for
shareholders of Impulse Communications/prospectus more fully describes the
proposal and includes information about Adar Alternative One and Impulse
Communications. We strongly urge you to read and consider carefully this
document in its entirety.
Impulse Communication's board of directors has determined that the merger is
fair to you and in your best interests. Accordingly, the board of directors of
Impulse Communications has unanimously approved the merger agreement and the
board unanimously recommends that you consent to the transaction.
Impulse Communications, Inc.
Eric Borgos, President
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WRITTEN CONSENT
If you want to give your consent and vote FOR the merger, please sign below and
return to:
Impulse Communications, Inc/ 468 Kingstown Road, #4 Wakefield, RI 02879 Phone:
401-789-0885
Fax: 401-789-1207
Shareholder #1 Signature__________________________________________
Print or Type Name________________________________________________
Shareholder #2 Signature__________________________________________
Print or Type Name________________________________________________
Number of Shares__________________________________________________
If you do not wish to give your consent to vote for the merger, you may do
nothing. Remember, however, that you must comply with the appropriate provisions
of Nevada law to exercise dissenters rights.
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TABLE OF CONTENTS
SOLICITATION OF WRITTEN CONSENTS..............................................5
WRITTEN CONSENT...............................................................6
TABLE OF CONTENTS.............................................................7
SUMMARY.......................................................................8
RISK FACTORS.................................................................11
MERGER APPROVALS.............................................................24
MERGER TRANSACTIONS..........................................................24
IMPULSE COMMUNICATION, INC.'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................33
IMPULSE COMMUNICATIONS, INC.'S BUSINESS......................................34
IMPULSE COMMUNICATIONS, INC.'S MANAGEMENT....................................51
IMPULSE COMMUNICATIONS, INC.'S LEGAL PROCEEDINGS.............................53
IMPULSE COMMUNICATIONS, INC.'S PRINCIPAL STOCKHOLDERS........................53
DESCRIPTION OF IMPULSE COMMUNICATIONS, INC'S CAPITAL STOCK...................54
ADAR ALTERNATIVE ONE'S BUSINESS..............................................54
DESCRIPTION OF ADAR ALTERNATIVE ONE'S CAPITAL STOCK..........................59
COMPARISON OF RIGHTS OF ADAR ALTERNATIVE ONE SHAREHOLDERS AND IMPULSE
COMMUNICATIONS, INC. SHAREHOLDERS............................................60
AVAILABLE INFORMATION........................................................60
EXPERTS......................................................................61
LEGAL MATTERS................................................................61
Dealer prospectus delivery obligation
Until , all dealers that effect transactions in these securities, whether or not
participating in this offering, are required to deliver a prospectus.
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SUMMARY
This summary highlights selected information from this information statement for
shareholders of Impulse Communications/prospectus and may not contain all of the
information that is important to you. To understand the merger fully and for a
more complete description of the legal terms of the merger, you should read
carefully this entire document and the documents to which we have referred you.
In the merger, Impulse Communications, Inc.'s shareholders will exchange shares
with Adar Alternative One, and Adar Alternative One will be the surviving
company of Impulse Communications, Inc..
The merger agreement is attached as annex A to this document. We encourage you
to read the merger agreement, as it is the legal document that governs the
merger.
The Companies.
Adar Alternative One, Inc.
2503 W. Gardner Ct.
Tampa, FL 33611
We were organized under the laws of the state of Florida in April, 1999. Since
inception, our primary activity has been directed to organizational efforts. We
were formed as a vehicle to acquire through a registered securities offering a
private company desiring to become an SEC reporting company in order thereafter
to secure a listing on the over the counter bulletin board.
Impulse Communications, Inc.
468 Kingstown Road, #4
Wakefield, RI 02879
Phone: 401-789-0885
Fax: 401-789-1207
Impulse Communications, Inc. was originally organized as a sole
proprietorship in 1990 and reorganized as a Nevada corporation in 2000.
Impulse Communications, Inc. owns and operates websites on the Internet.
Impulse Communications, Inc.'s reasons for the merger
1. Increase the visibility of Impulse Communications, Inc.'s business, which
could be helpful in further developing and commercializing Impulse
Communications, Inc.'s products.
2. Facilitate Impulse Communications, Inc.'s ability to raise capital in
the public markets.
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3. Potentially improve Impulse Communications, Inc.'s shareholders'
ability to sell their shares in the over-the-counter market.
Comparison of the percentage of outstanding shares entitled to vote held by
directors, executive officers and their affiliates and the vote required for
approval of the merger.
Fifty percent of Adar Alternative One's shares are held by its directors,
executive officers and their affiliates. A majority vote of the issued and
outstanding shares is required to approve the merger. Shareholders owning all of
our common stock have executed a written consent voting to approve the merger.
No further consent of you or any of the shareholders of Adar Alternative One is
necessary to approve the merger under the laws of the state of Florida.
A majority vote of the issued and outstanding shares is required to approve the
merger. Assuming consents are secured from shareholders owning more than 50% of
the stock of Impulse Communications, Inc., shareholders who did not consent to
the merger will, by otherwise complying with Nevada corporate law, be entitled
to dissenters' rights with respect to the proposed merger. No consents will be
solicited or accepted until after the effective date of this information
statement for shareholders of Impulse Communications/prospectus. Ninety seven
and one-half percent of Impulse Communications, Inc.'s shares are held by its
directors, executive officers and their affiliates, and thus a favorable vote
from shareholders is assured.
No regulatory approval required.
Neither Adar Alternative One nor Impulse Communications, Inc. is aware of any
governmental regulatory approvals required to be obtained with respect to the
closing of the merger, except for the filing of the articles of merger with the
offices of the secretary of state of the state of Nevada, the filing with the
Commission of the registration statement on Form S-4 registering the shares and
this information statement for shareholders of Impulse
Communications/prospectus, and compliance with all applicable state securities
laws regarding the offering and issuance of the shares.
Dissenters' rights
Dissenters' rights of appraisal exist. See page *** for further information.
Federal income tax consequences.
Tax matters are very complicated and the tax consequences of the merger to you
will depend on the facts of your own situation. You should consult your tax
advisors for a full understanding of the tax consequences of the merger to you.
Impulse Communications, Inc. and Adar Alternative One have structured the merger
so that neither Impulse Communications, Inc. nor its shareholders should
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recognize gain or loss for federal income tax purposes as a result of the
merger.
Selected Historical Financial Information
The following selected financial data for the years ended December 31, 1999 and
1998 is derived from the Financial Statement's of the Proprietorship. The data
should be read in conjunction with the Financial Statements.
Year Ended
December 31,
1999 1998
Income statement data:
Internet revenues $ 1,049,024 $ 430,200
Cost of revenues 625,008 292,534
Gross profit 424,016 137,666
Operating expenses:
Sales and marketing 7,042 10,734
General and administrative 19,770 6,228
Total operating expenses 26,812 16,962
Net income $ 397,204 $ 120,704
Common share data:
Net income per share N/A N/A
Book value N/A N/A
Weighted average common shares outstanding N/A N/A
Period end shares outstanding N/A N/A
Balance sheet data:
Total assets $ 62,403 $ 48,769
Working capital $ 35,701 $ 27,323
Long-term obligations $ 0 $ 0
Proprietor equity $ 44,231 $ 33,066
Performance data:
Return on total assets 636.50% 247.50%
Return on proprietors equity 898.00% 365.00%
Capital ratio:
Quick ratio 296.50% 242.20%
Debt (payables) to equity ratio 41.10% 47.50%
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ADAR ALTERNATIVE ONE SELECTED HISTORICAL FINANCIAL DATA
The following information concerning our financial position and operations is as
of and for the period ended December 31, 1999.
Total assets $ 0
Total liabilities 0
Equity 0
Sales 0
Net loss 3,079
Net loss per share 0.00
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF IMPULSE COMMUNICATIONS AND
ADAR ALTERNATIVE ONE
The merger of Impulse Communications with Adar Alternative One will not result
in any changes to the financial statements as presented for Impulse
Communications. Adar Alternative One is a public shell and the combination is
treated as a transfer of shares for cash since the combination is not a business
combination. Pro forma information is not presented since the combination is not
a business combination.
COMPARATIVE PER SHARE DATA
December 31,
1999
(unaudited)
Numerator - basic and diluted
INCOME per share
Net income before and after merger $ 397,204
==============
Denominator - Basic INCOME per
share
Common stock outstanding befor merger 10,000,000
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Common stock outstanding after merger 10,400,000
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Basic and diluted income per share before merger $ 0.04
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Basic and diluted income per share after merger $ 0.04
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision in our company. In addition, you should keep in mind that
the risks described below are not the only risks that we face. The risks
described below are all the risks that we currently believe are material risks
of this offering. However, additional risks not presently known to us, or risks
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that we currently believe are immaterial, may also impair our business
operations. Moreover, you should refer to the other information contained in
this prospectus for a better understanding of our business.
Our income could be reduced or eliminated by any of the following risks. If we
are hurt by these risks, then the trading price of our common stock could
decline, and you could lose all or part of your investment.
This information statement for shareholders of Impulse Communications/prospectus
contains forward-looking statements that involve risks and uncertainties.
Impulse Communications, Inc.'s actual results could differ materially from those
discussed herein. Factors that could cause or contribute to these differences,
include, but are not limited to, those discussed in the following section and in
Impulse Communications Management's Discussion and Analysis Of Financial
Condition and Results of Operations and Impulse Communications Business.
The merger agreement contains a number of conditions that must be satisfied in
order for the merger to take place. Impulse Communications is not obligated to
complete the merger if these conditions are not satisfied.
Please understand that there is no guarantee that any of these conditions will
be satisfied, or that the merger will occur in the time frame contemplated, or
occur at all. If the merger does not close, *your name will have suffered a
delay in reaching its objective of becoming a listed, trading company on the
bulletin board.
Shareholders of Impulse Communications, Inc. will incur immediate dilution of
percentage of ownership in the amount of 4% as a result of the merger.
Dilution refers to a decrease in the percentage ownership interest of a company
that a share of stock represents. In connection with the merger, the
shareholders of Impulse Communications, Inc. will receive share of Adar
Alternative One common stock in merger for each share of Impulse Communications,
Inc. common stock they own. Because of the 400,000 shares in the surviving
company after the merger are being retained by our stockholders, the Impulse
Communications, Inc.'s shareholders' percentage ownership interest in Adar
Alternative One will be less than their ownership interest in Impulse
Communications, Inc. prior to the merger.
RISKS CONCERNING IMPULSE COMMUNICATIONS, INC.
The majority of our revenues come from commissions generated by sales of
products and services by third party providers whose products we represent and
to whom we refer customers from our websites. These providers could take a
variety of actions which would hurt our operating results.
We rely on third-party providers for products and services we sell which account
for approximately 90% of our revenues.
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Our sales commissions may be reduced by a number of actions of these providers,
including the following:
o Third-parties may increase the price of the products and services they
provide, which could lead to reduces sales and reduced commissions paid to
us.
o Many third-party providers may compete with us for customers and may
decide to terminate their relationship with us.
o Our contracts with third-party providers are exclusively short-term and
may be canceled with no notice.
o Many third-party providers may sell their products directly a lower cost.
Our third party providers have no contracts with their customers. Thus, our
customers can quickly and easily stop buying the products and services on which
our commissions are based, which would reduce our revenues.
We derive a significant portion of our revenues from commissions generated by
sales of products and services on websites operated by our third party providers
on the Internet. A significant number of these sales of products and services on
the Internet will be made to customers with no contracts. As a result, many of
our product and service customers could cease purchasing from websites operated
by our third party providers quickly and without penalty. If customers stop
purchasing the products and services offered on websites operated by our third
party providers in any quarter, our income could be reduced or eliminated.
The new and, rapidly evolving nature of selling our various products and
services and those of our third party providers on the Internet makes the
ultimate demand for the sale of our various products and services and those of
our third party providers on the Internet upon which we receive our sales
commissions uncertain.
The sale of our various products and services and those of our third party
providers on the Internet is a relatively new approach to the sale of our
various products and services and those of our third party providers. Our future
revenues and profits will be substantially dependent upon the widespread
acceptance of the Internet and online services a medium for commerce by
consumers. Rapid growth in the use of and interest in the World Wide Web, the
Internet and online products and services providers is a recent phenomenon. This
acceptance and use may not continue. Because global commerce and the online
exchange of information is new and evolving, we cannot predict whether the Web
will prove to be a viable commercial marketplace in the long term.
As an exclusively online commerce company, we face increased risks,
uncertainties, expenses and difficulties. You should consider our company in
light of these risks, uncertainties, expenses and difficulties.
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In order to expand our customer base, we must appeal to and acquire consumers
who historically have used traditional means of commerce to purchase goods.
Customers of traditional businesses selling our various products and services
and those of our third party providers may be reluctant or slow to purchase our
various products and services and those of our third party providers on the
Internet, which would adversely effect the ability of websites operated by our
third party providers to sell our various products and services and those of our
third party providers on the Internet, upon which our sales commissions are
based.
Even if the Internet is accepted, concerns about fraud, privacy and other
problems may mean that a sufficiently broad base of consumers will not adopt the
Internet as a medium of commerce. These concerns may increase as additional
publicity over privacy issues over the Internet increases. Market acceptance for
recently introduced products or services over the Internet is highly uncertain,
and there are few proven products or services.
A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. Websites operated
us or by our third party providers' security measures may not prevent security
breaches. The failure by websites operated by us or third party providers to
prevent security breaches could harm our business.
Advances in computer capabilities, new discoveries in the field of cryptography,
or other developments may result in a compromise or breach of the technology
used by us to protect customer transaction data. Any compromise of our security
could harm our reputation and, therefore, our business. In addition, a party who
is able to circumvent security measures could misappropriate proprietary
information or cause interruptions in operations.
The success of our various products and services and those of our third party
providers will depend largely on the development and maintenance of the Web
infrastructure. Problems with development and maintenance of the web
infrastructure could decrease users or growth of users or costs of our website,
which could hurt our business.
This includes maintenance of a reliable network backbone with the necessary
speed, data capacity and security, as well timely development of complementary
products such as high speed modems, for providing reliable Web access to our
various products and services and those of our third party providers. The Web
has experienced, and is likely to continue to experience, significant growth in
the numbers of customers and amount of traffic. If the Web continues to
experience increased numbers of customers, increased frequency of use or
increased bandwidth requirements, the Web infrastructure may be unable to
support the demands placed on it.
A key element of our strategy is to generate a high volume of traffic on, and
use of, our Web site. Our revenues depend on the number of customers who use our
Web site to access our various products and services and those of our third
party providers. Any systems interruptions that result in the unavailability of
our or our third party providers' Web sites or reduced order fulfillment
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performance would reduce the volume of goods sold and the attractiveness of our
product and service offerings, which could reduce or eliminate our income.
In addition, the performance of the Web may be harmed by increased customers or
bandwidth requirements. If sufficient bandwidth is not available, there may be a
slower than anticipated growth of the internet as a means of commerce. If it
costs customers more to access the internet, there may be fewer users than we
anticipate. If it costs e-commerce retailers more to maintain their sites,
prices may increase and demand may decrease.
The possibility of large-scale technical difficulties or service interruption or
damage from earthquakes, floods, fires, power loss, telecommunication failures
and similar events interruptions could harm our business.
The Web has experienced a variety of outages and other delays as a result of
damage to portions of its infrastructure, and it could face outages and delays
in the future. These outages and delays could reduce the level of Web usage as
well as the level of traffic and the processing of commerce on websites operated
by our third party providers. In addition, the Web could lose its viability due
to delays in the development or adoption of new standards and protocols to
handle increased levels of activity or due to increased governmental regulation.
The infrastructure and complementary services necessary to make the Web a viable
commercial marketplace for the long term may not be developed successfully or in
a timely manner.
If system failures were sustained or repeated, our reputation and the
attractiveness of our various products and services and those of our third party
providers could be impaired. Sales of our various products and services and
those of our third party providers are heavily dependent on the integrity of the
software and hardware systems supporting it. Heavy stress placed on systems
could cause them to operate at unacceptably low speed or fail. Failure of our
systems could also be caused by online service providers, record keeping and
data processing functions performed by third parties and third-party software
such as Internet browsers, databases and load balancing software. Additionally,
a natural disaster, power or telecommunications failure or act of war may cause
extended systems failure. Computer viruses or unauthorized access to or sabotage
of our network by a third party could also result in system failures or service
interruptions.
Our success, in particular our ability to successfully receive and fulfill
orders and provide high quality customer service, largely depends on the
efficient and uninterrupted operation of our computer and communications
systems. If our computer and communications systems are inadequate or fail to
perform, our business could be hurt.
Substantially all of our management systems are located at our office. We
contract with a third party for mission critical Internet connectivity, and
these systems are located at a variety of locations throughout the U.S. We do
not have a formal disaster recovery plan and do not carry sufficient business
interruption insurance to compensate us for losses that may occur.
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We will need to upgrade hardware and software to accommodate additional customer
transactions.
Our inability to add additional software and hardware or to upgrade our
technology, transaction processing systems or network infrastructure to
accommodate increased transaction volume could harm us as follows:
o Unanticipated system disruptions.
o Slower response times.
o Degradation in levels of customer support.
o Impaired quality of the customers' experience on our service.
o Delays in reporting accurate financial information.
Our business may be harmed by litigation resulting from the sale of our various
products and services and those of our third party providers or on one of more
of websites operated by our third party providers.
The law relating to the liability of providers of online products and services
providers for the activities of their customers or their service is currently
unsettled. Because the websites operated by our third party providers sell our
various products and services and those of our third party providers for which
we receive a commission, we could be liable for faulty our various products and
services and those of our third party providers or for our various products and
services and those of our third party providers provided by others.
Any resulting litigation could:
o Be costly for us.
o Divert management attention from the operation of our business.
o Result in increased costs of doing business.
o Lead to adverse judgment.
o Otherwise harm our business.
Many of our third party service providers have websites with adult content.
Federal and State governments, along with various religious and children's
advocacy groups, consistently propose and pass legislation aimed at restricting
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provision of, access to, and content of sexually explicit adult entertainment.
Because the majority of our revenues comes from this business, any restriction
could harm our business.
These groups also may file lawsuits against providers of adult entertainment,
encourage boycotts against these providers and mount negative publicity.
Although websites operated by us and our third party providers do not knowingly
sell a product that has been judged to be obscene or illegal worldwide,
including the U.S., there can be no assurance that these sales will not be
subject to successful legal attacks in the future.
Government inquiries may lead to charges or penalties.
The sale of our various products and services and those of our third party
providers on the Internet is a relatively new field and legally unsettled.
Consequently, we may receive inquiries from local, state and federal governments
on our consumer practices. Should these inquiries lead to civil or criminal
charges against us, we would likely be harmed by negative publicity, the costs
of litigation, the diversion of management time and other negative effects, even
if we ultimately prevail. Our business would certainly suffer if we were not to
prevail in any legal action.
Applicability to the Internet of existing laws governing information
disseminated through our websites is uncertain. If applied to us in an adverse
manner, our business could be harmed.
The vast majority of these laws were adopted prior to the advent of the Internet
and related technologies and, as a result, do not contemplate or address the
unique issues of the Internet and related technologies. Changes to these laws
intended to address these issues, including some recently proposed changes,
could create uncertainty in the Internet marketplace which could reduce demand
for our various products and services and those of our third party providers or
increase the cost of doing business as a result of costs of litigation or
increased service delivery costs, or could in some other manner reduce or
eliminate our income.
New and existing regulation of the Internet could harm our business.
We are subject to the same federal, state and local laws as other companies
conducting business on the Internet. Today there are relatively few laws
specifically directed towards online products and services providers. However,
due to the increasing popularity and use of the Internet and online products and
services providers, it is possible that laws and regulations will be adopted
with respect to the Internet or online products and services providers. These
laws and regulations could cover issues such as online contracts, user privacy,
freedom of expression, pricing, fraud, content and quality of our various
products and services and those of our third party providers, taxation,
advertising, intellectual property rights and information security.
We are not currently subject to direct regulation by any domestic or foreign
governmental agency, other than regulations applicable to businesses generally,
export control laws and laws or regulations directly applicable to online
commerce. However, the growth and development of the market for online commerce
may prompt calls for more stringent consumer protection laws that may impose
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additional burdens on those companies conducting business online. The adoption
of additional laws or regulations may decrease the growth of the Internet or
other online products and services providers, which could, in turn, decrease the
demand for our various products and services and those of our third party
providers and increase our cost of doing business, or otherwise could reduce or
eliminate our income.
Applicability to the Internet of existing laws governing issues such as property
ownership, copyrights and other intellectual property issues, taxation, libel,
obscenity and personal privacy is uncertain. The vast majority of these laws
were adopted prior to the advent of the Internet and related technologies and,
as a result, do not contemplate or address the unique issues of the Internet and
related technologies.
Those laws that do reference the Internet, such as the recently passed Digital
Millennium Copyright Act, have not yet been interpreted by the courts and their
applicability and reach are therefore uncertain. One or more states may attempt
to impose these regulations upon us in the future, which could harm our
business.
Several states have proposed legislation that would limit the uses of personal
user information gathered online or require online products and services
providers to establish privacy policies. The Federal Trade Commission also has
recently settled a proceeding with one online service regarding the manner in
which personal information is collected from customers and provided to third
parties. Changes to existing laws or the passage of new laws intended to address
these issues could directly affect the way we do business or could create
uncertainty in the marketplace. This could reduce demand for our various
products and services and those of our third party providers, increase the cost
of doing business as a result of litigation costs or increased service delivery
costs, or otherwise harm our business.
In addition, because our various products and services and those of our third
party providers are accessible worldwide, and we facilitate sales of goods to
customers worldwide, foreign jurisdictions may claim that we are required to
comply with their laws. Our failure to comply with foreign laws could subject us
to penalties ranging from fines to bans on our ability to offer our various
products and services and those of our third party providers.
In the United States, companies are required to qualify as foreign corporations
in states where they are conducting business.
As an Internet company, it is unclear in which states we are actually conducting
business. Our failure to qualify as a foreign corporation in a jurisdiction
where we are required to do so could subject us to taxes and penalties for the
failure to qualify and could result in our inability to enforce contracts in
those jurisdictions. Any new legislation or regulation, or the application of
laws or regulations from jurisdictions whose laws do not currently apply to our
business, could harm our business.
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Our business may be subject to sales and other taxes.
We do not plan to collect sales or other similar taxes on goods or our various
products and services and those of our third party providers sold through our
websites. One or more states may seek to impose sales tax collection obligations
on companies such as ours that engage in or facilitate online commerce. Several
proposals have been made at the state and local level that would impose
additional taxes on the sale of goods and our various products and services and
those of our third party providers through the Internet. These proposals, if
adopted, could substantially impair the growth of electronic commerce, and could
diminish our opportunity to derive financial benefit from our activities.
The U.S. federal government recently enacted legislation prohibiting states or
other local authorities from imposing new taxes on Internet commerce for a
period of three years. This tax moratorium will last only for a limited period
and does not prohibit states or the Internal Revenue Service from collecting
taxes on our income, if any, or from collecting taxes that are due under
existing tax rules. A successful assertion by one or more states or any foreign
country that we should collect sales or other taxes on the exchange of
merchandise on our system could harm our business.
We are subject to risks associated with information disseminated through our
websites.
The law relating to the liability of online products and services providers
companies for information carried on or disseminated through their our various
products and services and those of our third party providers is currently
unsettled. Claims could be made against online products providers under both
United States and foreign law for
1. Defamation
2. Libel
3. Invasion of privacy
4. Negligence
5. Copyright or trademark infringement
6. Other theories based on the nature and content of the materials
disseminated through their our various products and services and those
of our third party providers
In addition, federal, state and foreign legislation has been proposed that
imposes liability for or prohibits the transmission over the Internet of some
types of information.
These claims have been brought, and sometimes successfully litigated, against
online products and services providers. In addition, in the event that we
implement a greater level of interconnectivity on our site, we will not and
cannot practically screen all of the content generated or accessed by our users,
and we could be exposed to liability with respect to this content. Although we
plan to carry general liability insurance, our insurance may not cover claims of
these types or may not be adequate to indemnify us for all liability that may be
imposed.
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If we become liable for any of these claims, particularly liability that is not
covered by insurance or is in excess of insurance coverage, we could be directly
harmed and we may be forced to implement new measures to reduce our exposure to
this liability. This may require us to expend substantial resources and to
discontinue some product or service offerings. In addition, the increased
attention focused upon liability issues as a result of these lawsuits could harm
our reputation or otherwise impact the growth of our business.
We may experience substantial changes in the expansion of our business and
operations.
We may choose to expand our operations by developing new Web sites, promoting
new or complementary our various products and services and those of our third
party providers or sales formats, expanding the breadth and depth of our various
products and services and those of our third party providers offered or
expanding our market presence through relationships with third parties. In
addition, we may broaden the scope and content of our website through the
acquisition of existing online products and services providers. Although no
acquisitions are currently being negotiated, any future acquisitions would
expose us to increased risks, including risks associated with the assimilation
of new operations, sites and personnel, the diversion of resources from our
existing businesses, sites and technologies, the inability to generate revenues
from new sites or content sufficient to offset associated acquisition costs, the
maintenance of uniform standards, controls, procedures and policies and the
impairment of relationships with employees and customers as a result of any
integration of new management personnel. Acquisitions may also result in
additional expenses associated with amortization of acquired intangible assets
or potential businesses. There can be no assurance that we would be successful
in overcoming these risks or any other problems encountered in connection with
acquisitions, and our inability to overcome these risks could reduce or
eliminate our income.
Our gross margins may be impacted if the mix of products we sell changes or if
we offer discounts or promotions.
We realize higher gross margins from adult oriented products, which currently
account for about 70% of our revenues, than we do from the sales of non
adult-oriented products. We also may from time to time offer discount pricing
and special promotions, which periodically may reduce our gross margins. Any
change in product mix of any promotions or discounts could hurt our gross
margins and operating results in future periods.
Our various products and services and those of our third party providers may
suffer from defects or errors, resulting in additional expenses or lost sales.
Products as complex as our various products and services and those of our third
party providers frequently contain errors or defects, especially when first
introduced or when new versions are released. In some cases, we may have to
delay commercial release of versions of our various products and services and
those of our third party providers until problems are corrected and in some
cases provide product enhancements to correct errors in released our various
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products and services and those of our third party providers. Our current and
future various products and services and those of our third party providers or
releases our various products and services and those of our third party
providers may not be free from errors after commercial shipments have begun. Any
errors that are discovered after commercial release could result in loss of
revenues or delay in market acceptance, diversion of development resources,
damage to our reputation or increased service and warranty costs, all of which
could materially adversely affect our business, financial condition and
operating results.
We do not carry liability insurance.
Should we become involved in liability litigation, we may be responsible for
large legal fees, financial settlements or fines. We have no insurance to cover
these costs. These fees, settlements or fines could substantially harm our
business.
The level of demand for our various products and services and those of our third
party providers is uncertain because the market is rapidly evolving and subject
to consumer trends.
The popularity of some good and our various products and services and those of
our third party providers among consumers may vary over time due to subjective
value and societal and consumer trends in general. Any decline in demand for the
goods and our various products and services and those of our third party
providers offered through websites operated by our third party providers as a
result of changes in consumer trends could harm our business. If the market does
not develop as we expect, or if we fail to anticipate changing trends in our
business, our financial condition and operating results will be harmed.
We need to pay fees of $35 per domain name each year to retain the rights to use
the name. We anticipate purchasing additional domain names. We may be unable to
pay the fees necessary to keep our existing names or add additional domain names
and websites using these names to take advantage of potential increased customer
transactions or market opportunities.
We anticipate that we will keep all existing domain names, purchase additional
domain names for development and be develop additional websites for which we
already own the domain names and to take advantage of the potential growth of
our customer base and new market opportunities. We cannot guarantee that we will
have the resources to keep or develop our existing domain names or purchase
additional domain names to accommodate our anticipated growth.
Our future performance will be substantially dependent on the continued services
of our president and CEO.
Our future performance also will depend on our ability to retain our president
and CEO, Eric Borgos. The loss of our President and CEO could harm our business.
We do not have a long-term employment agreement with our president and CEO, and
we do not maintain a key person life insurance policy on him.
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Our management has significant control over stockholder matters, which may
impact the ability of minority stockholders to influence our activities.
Our officers and directors and their families control the outcome of all matters
submitted to a vote of the holders of common stock, including the election of
directors, amendments to our certificate of incorporation and approval of
significant corporate transactions. These persons will beneficially own, in the
aggregate, approximately 97.5% of our outstanding common stock. This
consolidation of voting power could also have the effect of delaying, deterring
or preventing a change in control of Impulse Communications that might be
beneficial to other stockholders.
Our future operating results are likely to fluctuate significantly and may fail
to meet or exceed the expectations of securities analysts or investors, causing
our stock price to decline.
Our operating results are difficult to predict and are likely to fluctuate
significantly on a quarterly and an annual basis due to a number of factors,
many of which are outside of our control. Factors that may contribute to the
difficulty of predicting our operating results include, but are not limited to,
the following:
1. The demand and unpredictability of customer need for our solutions
2. The mix of revenues generated by our various products and services
3. The marketing response rates from marketing activities
4. New product announcements and introductions by our competitors
5. Our ability to develop, market and manage product transitions and
possibly, acquisitions
6. The amount and timing of operating costs and capital expenditures
relating to expansion of our business, operations and infrastructure
7. Some government regulations; and general economic conditions and
economic conditions specific to our industry
Due to the foregoing factors, we believe that period-to-period comparisons of
our operating results should not be relied upon as indicative of future
performance.
We plan to increase our operating expenses to expand our product development,
sales, marketing and customer support activities. We base our decisions
regarding our operating expenses on anticipated revenue trends and many of our
expenses are relatively fixed in the short term. We may not be able to reduce
our expenses if our revenues are lower than anticipated, which could cause our
operating results to be below the expectations of public market analysts or
investors, causing the price of our common stock to fall after we commence
trading.
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The price of our stock may fall if, after the merger, our insiders sell a large
number of their shares. It may also fall if non-insiders sell their shares as
well.
After the merger, our principal executive officer will own 9,750,000 restricted
shares. These shares may only be sold in compliance with Rule 144, except that
there is no one year holding period because these shares are being issued under
this registration statement. After the merger, 52 non-insiders own an aggregate
of 650,000 shares, including those retained by existing shareholders of Adar
Alternative One. These non-insiders are not subject to the restrictions of Rule
144, and all of these non-insider shares may be sold immediately, except for the
91 day waiting period imposed on existing shareholders of Adar Alternative One.
Rule 144 generally provides that a person owning shares subject to the Rule who
has satisfied or is not subject to a one year holding period for the restricted
securities may sell, within any three month period (provided we are current in
our reporting obligations under the Exchange Act) subject to some manner of
resale provisions, an amount of restricted securities which does not exceed the
greater of 1% of a company's outstanding common stock or the average weekly
trading volume in these securities during the four calendar weeks prior to the
sale.
A sale of shares by these security holders, whether under Rule 144 or otherwise,
may have a depressing effect upon the price of our common stock in any market
that might develop after the merger.
There has been no prior market for our common stock. If we don't get our stock
listed for trading after the merger, we will not have satisfied the primary
objective of the merger transaction.
Prior to this offering, you could not buy or sell our common stock publicly. We
may not be able to secure a market maker to file an application to have our
stock listed for trading. Even if we do, an active public market for our common
stock may not develop or be sustained after the offering.
We are subject to penny stock rules that may make it more difficult for you to
sell your shares..
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Commission. Penny stocks
generally are equity securities with a price of less than $5.00. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock, the broker-dealer make a special written determination that the
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penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. As our shares immediately following the closing of the merger
and listing of our stock will be subject to subject to such penny stock rules,
our shareholders will in all likelihood find it more difficult to sell their
securities.
MERGER APPROVALS
In February, 2000, Sidney J. Golub as the sole member of our board of directors
approved the merger proposal. All of our stockholders approved the merger
proposal at the same time.
On February, 2000, your board of directors unanimously approved the merger
proposal. Assuming consents are secured from shareholders owning more than 50%
of the stock of Impulse Communications, Inc., shareholders who did not consent
to the merger will, by otherwise complying with Florida corporate law, be
entitled to dissenters' rights with respect to the proposed merger. No consents
will be solicited or accepted until after the effective date of this information
statement for shareholders of Impulse Communications/prospectus. Based upon the
ownership of more than 50% of Impulse Communications common stock by officers,
directors and affiliates, it appears that a favorable vote is assured.
MERGER TRANSACTIONS
The merger agreement provides that each outstanding share of Impulse
Communications, Inc. common stock, other than dissenting shares, as defined
later in this document, will be exchanged for one share of Adar Alternative One
common stock. Immediately after the closing of the merger, the former holders of
Impulse Communications, Inc. common stock will hold in the aggregate 10,000,000
shares of Adar Alternative One common stock, or approximately 96% of the shares
of Adar Alternative One common stock to be outstanding immediately after the
closing of the merger, calculated assuming the issuance of 10,000,000 shares of
Adar Alternative One common stock to the Impulse Communications, Inc.
shareholders in the merger and based upon 400,000 outstanding shares of Adar
Alternative One common stock outstanding as of the closing of the merger.
The agreement provides that at the closing of the merger, Adar Alternative
One will
o Reincorporate in Nevada
o Change its name to Impulse Communications, Inc.
o Adopt Impulse Communications, Inc. articles and bylaws
o Elect, effective upon the effectiveness of the merger, a new board of
directors to consist of the current director of Impulse
Communications.
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The agreement provides that Impulse Communications, Inc.'s shareholders who vote
against the merger are entitled to dissenters' rights with respect to the
proposed the receipt shares of Adar Alternative One common stock as set forth in
Nevada law. The agreement also provides for the payment to us of a merger fee in
the amount of $125,000.
None of the shares of Adar Alternative One common stock outstanding prior to the
closing of the merger will be converted or otherwise modified in the merger and
all of these shares not otherwise returned to us as provided in the merger
agreement will be outstanding capital stock of Adar Alternative One after the
closing of the merger.
The merger will be consummated promptly after this information statement for
shareholders of Impulse Communications/prospectus is declared effective by the
SEC and upon the satisfaction or waiver of all of the conditions to the closing
of the merger. The merger will become effective on the date and time a properly
executed articles of merger are filed with the offices of the secretary of state
of Nevada. Thereafter, Impulse Communications, Inc. will be merged and Adar
Alternative One, with the result that Impulse Communications, Inc. will cease to
exist and Adar Alternative One will be the surviving corporation in the merger.
Fractional shares.
As of the date of this information statement for shareholders of Impulse
Communications/prospectus, there were no fractional shares of Impulse
Communications, Inc.'s common stock outstanding. Because each outstanding share
of Impulse Communications, Inc.'s common stock will be entitled to receive one
share of Adar Alternative One's common stock under the terms of the merger
agreement, there will be no fractional shares issued in the merger.
Bulletin board listing
Adar Alternative One will be subject to the reporting requirements of the
securities exchange act of 1934 after the merger as a result of its filing of a
form 8-A electing to be a reporting company subject to the requirements of the
1934 act.
Upon closing of the merger, Adar Alternative One will seek to become listed on
the over the counter bulletin board under the symbol "IMPU". If and when listed,
the Impulse Communications, Inc.'s shareholders will hold shares of a
publicly-traded Nevada corporation subject to compliance with the reporting
requirements of the exchange act. Because the state of incorporation, articles
and bylaws of Adar Alternative One will be the same as those of Impulse
Communications, Inc. prior to the merger, the rights of shareholders of Impulse
Communications, Inc. will not change as a result of the merger.
Background of the merger
Adar Alternative One. As discussed under Adar Alternative One Business, Adar
Alternative One was formed primarily to serve as a vehicle to acquire a private
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company desiring to become an SEC reporting company in order thereafter to
secure a listing on the over the counter bulletin board.
Contacts between the Parties
In April, 1999, Mr. Sidney J. Golub of The Adar Group retained Williams Law
Group, P.A. to form an acquisition corporation to secure an operating company to
acquire. At the request of Adar, Mr. Williams agreed to serve as president and
director of the corporation until an acquisition candidate was identified.
Thereafter, he would resign and Mr. Golub would serve as president and director.
Upon formation, Mr. Williams and Mr. Golub, were issued 1,000,000 shares each.
Of the $125,000 merger fee to be paid to us by Impulse Communications under the
terms of the merger agreement, Mr. Golub will receive $50,000 for his role as
current president and director. Of the remaining $75,000, $50,000 will be paid
to Williams Law Group for legal services in preparing this registration
statement and the remaining $25,000 will be paid to Mr. Williams for his role as
past president and director.
In January, 2000, Mr. Eric Borgos, president of Impulse Communications contacted
Mr. Golub through his website. In February, 2000, Adar Alternative One indicated
that it would be willing to enter into a business combination with Impulse
Communications. Drafting of this registration statement began immediately
thereafter, during which time there were various discussions in which
representatives of Adar Alternative One and Impulse Communications agreed upon
the basic structure, terms and conditions of the merger. In connection with the
merger, Adar Alternative One agreed to effect a reverse split so that Mr.
Williams' Trust and Mr. Golub will each own 200,000 shares prior to the closing
of the merger. A definitive merger agreement is currently being drafted.
Neither of the respective boards of Directors of Adar Alternative One or Impulse
Communications, Inc. requested or received, or will receive, an opinion of an
independent investment banker as to whether the merger is fair, from a financial
point of view, to Adar Alternative One and its stockholders Impulse
Communications, Inc. and its shareholders.
Reasons for the merger
Adar Alternative One's reasons for the merger.
In considering the merger, the Adar Alternative One board took note of the fact
that Impulse Communications, Inc. could produce audited financial statements and
other information necessary for the filing of this information statement for
shareholders of Impulse Communications/prospectus and agreed to pay a merger fee
to us, the Adar Alternative One board determined that the merger proposal was
fair to, and in the best interests of, Adar Alternative One and the Adar
Alternative One's stockholders.
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Impulse Communications, Inc.'s reasons for the merger.
1. Increase the visibility of Impulse Communications, Inc.'s business, which
could be helpful in further developing and commercializing Impulse
Communications, Inc.'s products.
2. Facilitate Impulse Communications, Inc.'s ability to raise capital in
the public markets.
3. Potentially improve Impulse Communications, Inc.'s shareholders'
ability to sell their shares in the over-the-counter market.
Interests of persons in the merger
Upon the closing of the merger, the current directors and executive officers of
Impulse Communications, Inc. will become the directors and executive officers of
the surviving corporation.
Material Federal Income Tax Consequences
The following discussion summarizes the material federal income tax consequences
of the merger that are generally applicable to holders of Impulse
Communications, Inc.'s common stock. This discussion is based on currently
existing provisions of the Internal Revenue code of 1986, existing and proposed
Treasury Regulations thereunder and current administrative rulings and court
decisions, all of which are subject to change. Any change, which may or may not
be retroactive, could alter the tax consequences to the Impulse Communications,
Inc. shareholders, as described herein.
Impulse Communications, Inc.'s shareholders should be aware that this discussion
does not deal with all federal income tax considerations that may be relevant to
particular shareholders in light of their particular circumstances, such as
shareholders who are dealers in securities, banks or insurance companies, are
subject to the alternative minimum tax provisions of the code, are foreign
persons, are tax-exempt entities, are taxpayers holding stock as part of a
conversion, straddle, hedge or other risk reduction transaction, or who acquired
their shares in connection with stock option or stock purchase plans or in other
compensatory transactions. In addition, the following discussion does not
address the tax consequences of the merger under foreign, state or local tax
laws or the tax consequences of transactions effectuated prior to, concurrently
with or after the merger as a result of its filing of a form 8-A electing to be
a reporting company subject to the requirements of the 1934 act, whether or not
these transactions are in connection with the merger. Accordingly, all
shareholders are urged to consult their own tax advisors as to the specific
consequences of the merger to them, including the applicable federal, state,
local and foreign tax consequences of the merger in their particular
circumstances.
Neither Adar Alternative One nor Impulse Communications, Inc. has requested, or
will request, a ruling from the Internal Revenue Service, IRS, with regard to
any of the federal income tax consequences of the merger. It is the opinion of
Williams Law Group, P.A., counsel to Adar Alternative One, that the merger will
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constitute a reorganization under Section 368(a) of the code. The tax opinion is
based on some assumptions, as well as representations received from Impulse
Communications, Inc., Adar Alternative One and some shareholders of Impulse
Communications, Inc. and will be subject to the limitations discussed below. Of
particular importance are the assumptions and representations relating to the
continuity of interest requirement discussed below. Moreover, the tax opinions
will not be binding on the IRS nor preclude the IRS from adopting a contrary
position. The tax description set forth below has been prepared and reviewed by
Williams Law Group, and in their opinion, to the extent these descriptions
relates to statements of law, it is correct in all material respects. The
following tax consequences are implicit in the firm's opinion that the merger is
a 368(a) reorganization.
Subject to the limitations and qualifications referred to herein, and as a
result of the merger's qualifying as a reorganization, the following federal
income tax consequences should, under currently applicable law, result:
No gain or loss will be recognized for federal income tax purposes by the
holders of Impulse Communications, Inc. common stock upon the receipt of
Adar Alternative One common stock solely in merger for the Impulse
Communications, Inc. common stock in the merger, except to the extent that
cash is received by the exercise of dissenters' rights.
The aggregate tax basis of the Adar Alternative One common stock so
received by Impulse Communications, Inc. shareholders in the merger will
be the same as the aggregate tax basis of the Impulse Communications, Inc.
common stock surrendered in merger therefore.
The holding period of the Adar Alternative One common stock so received by
each Impulse Communications, Inc. shareholder in the merger will include
the period for which the Impulse Communications, Inc. common stock
surrendered in merger therefore was considered to be held, provided that
the Impulse Communications, Inc. common stock so surrendered is held as a
capital asset at the closing of the merger of the merger.
A holder of Impulse Communications, Inc. common stock who exercises dissenters'
rights with respect to a share of Impulse Communications, Inc. common stock and
receives a cash payment for the share generally should recognize capital gain or
loss, if the share was held as a capital asset at the closing of the merger,
measured by the difference between the shareholder's basis in the share and the
amount of cash received, provided that the payment is not essentially equivalent
to a dividend within the meaning of Section 302 of the code nor has the effect
of a distribution of a dividend within the meaning of Section 356(a)(2) of the
code after giving effect to the constructive ownership rules of the code. A sale
of shares under an exercise of dissenters' rights generally will not be so
treated if, as a result of the exercise, the shareholder exercising dissenters'
rights owns no shares of capital stock of the Adar Alternative One, either
actually or constructively within the meaning of Section 318 of the code,
immediately after the merger.
Neither Adar Alternative One nor Impulse Communications, Inc. will recognize
gain solely as a result of the merger.
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Characterizing the merger as a reorganization is dependent on some requirements.
One key requirement is that there is a continuity of interest with respect to
the business of Impulse Communications, Inc. . In order for the continuity of
interest requirement to be met, shareholders of Impulse Communications, Inc.
must not, under a plan or intent existing at or prior to the closing of the
merger of the merger, dispose of so much of their Impulse Communications, Inc.
common stock in anticipation of the merger, plus the Adar Alternative One common
stock received in the merger that the Impulse Communications, Inc. shareholders,
as a group, would no longer have a significant equity interest in the Impulse
Communications, Inc. business being conducted by the us after the merger .
Impulse Communications, Inc. shareholders will generally be regarded as having a
significant equity interest as long as the Adar Alternative One common stock
received in the merger, in the aggregate, represents a substantial portion of
the entire consideration received by the Impulse Communications, Inc.
shareholders in the merger. This requirement is frequently referred to as the
continuity of interest requirement. If the continuity of interest requirement is
not satisfied, the merger would not be treated as a reorganization. The law is
unclear as to what constitutes a significant equity interest or a substantial
portion. The IRS ruling guidelines require eighty percent continuity, although
these guidelines do not purport to represent the applicable substantive law.
Accordingly, some Impulse Communications, Inc. shareholders will be asked to
execute and deliver to Impulse Communications, Inc. a continuity of interest
certificates prior to the closing of the merger. The continuity of interest
certificates obtained from these shareholders contemplate that the eighty
percent standard will be applied. If this requirement is not satisfied, the
merger will not be treated as a reorganization.
A successful IRS challenge to the reorganization status of the merger would
result in significant tax consequences. For example,
o Impulse Communications, Inc. would recognize a corporate level gain or
loss on the deemed sale of all of its assets equal to the difference
between
the sum of the fair market value, as of the closing of the
merger, of the Adar Alternative One common stock issued in the
amount of the liabilities of Impulse Communications, Inc.
assumed by Adar Alternative One in the Impulse Communications,
Inc.'s basis in the assets
o Impulse Communications, Inc. shareholders would recognize gain or loss
with respect to each share of Impulse Communications, Inc. common stock
surrendered equal to the difference between the shareholder's basis in
the share and the fair market value, as of the closing of the merger,
of the Adar Alternative One common stock received in merger therefore.
In this event, a shareholder's aggregate basis in the Adar Alternative One
common stock so received would equal its fair market value and the shareholder's
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holding period for this stock would begin the day after the merger as a result
of its filing of a form 8-A electing to be a reporting company subject to the
requirements of the 1934 act is consummated.
Even if the merger qualifies as a reorganization, a recipient of Adar
Alternative One common stock would recognize income to the extent that, for
example, any of these shares were determined to have been received in merger for
services, to satisfy obligations or in consideration for anything other than the
Impulse Communications, Inc. common stock surrendered. Generally, this income is
taxable as ordinary income upon receipt. In addition, to the extent that Impulse
Communications, Inc. shareholders were treated as receiving, directly or
indirectly, consideration other than Adar Alternative One common stock in merger
for the shareholder's common stock gain or loss would have to be recognized.
Termination.
At any time prior to the Effective Date, the merger agreement may be terminated,
and the merger abandoned under some circumstances, including:
o By mutual consent of Adar Alternative One and Impulse Communications, Inc.
o By either party if any of the other party's representations and warranties
contained in the merger agreement shall be or shall have become inaccurate,
or if any of the other party's covenants contained in the merger agreement
shall have been breached
o By either party if a court of competent jurisdiction or other governmental
body shall have issued a final and nonappealable order, decree or ruling,
or shall have taken any other action, having the effect of permanently
restraining, enjoining or otherwise prohibiting the merger
o By Impulse Communications, Inc. if the special meeting shall have been held
and the merger agreement shall not have been adopted and approved at the
meeting by the required vote
o By Impulse Communications, Inc. if Impulse Communications, Inc. reasonably
determines that the timely satisfaction of any condition to its obligations
to consummate the merger has become impossible or unlikely.
Dissenters' Rights
The following summary of dissenters' rights under Nevada law is qualified in its
entirety by reference to section 92, Nevada Statutes.
Impulse Communications, Inc. stockholders who oppose the proposed merger will
have the right to receive payment for the value of their shares as set forth in
sections 92a.300 through 92a.500 of the Nevada law. The dissenters' rights will
be available only to stockholders of Impulse Communications, Inc. who (i) before
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the vote to authorize the merger, notify Impulse Communications, Inc. in writing
of their intention to demand payment for their shares of Impulse Communications,
Inc. Common Stock and (ii) refrain from voting in favor of the merger. Voting
against the merger will not constitute notifying Impulse Communications, Inc. of
the intention to demand payment if the merger is closed.
A stockholder must exercise dissenters' rights for all of the shares that he or
she owns of record. A stockholder who holds shares beneficially, and not of
record, may assert dissenter's rights for the beneficially owned shares only by
submitting a written consent of the stockholder of record along with the written
notice of dissent. A stockholder exercising dissenter's rights with respect to
shares that he or she owns beneficially may not exercise dissenter's rights for
fewer than all the shares held by the owner of record.
Since the vote to authorize the merger will take place by written consent,
Impulse Communications, Inc. will be required to notify by mail those
stockholders who, by virtue of a timely notice of their intention to demand
payment and having refrained from voting in favor of the merger, are entitled to
payment for their shares . Dissenters notices must be sent no later than ten
days after consummation of the merger. The notice must (i) state where demand
for payment must be sent, (ii) state when certificates must be deposited, (iii)
state the restrictions on transfer of shares that are not evidenced by a
certificate once demand has been made, (iv) supply a form on which to demand
payment, (v) set a date by which demand must be received, and (vi) include a
copy of the relevant portions of the Nevada law.
Unless a stockholder acquired his or her shares after Impulse Communications,
Inc. sends the dissenters notices, Impulse Communications, Inc. must calculate
the fair market value of the shares plus interest, and within 30 days of the
date Impulse Communications, Inc. receives the demand, pay this amount to any
stockholder that properly exercised dissenters' rights and deposited
certificates with Impulse Communications, Inc.. If Impulse Communications, Inc.
does not pay within 30 days, a stockholder may enforce in court Impulse
Communications, Inc.'s obligation to pay. The payment must be accompanied by (i)
Impulse Communications, Inc.'s interim balance sheet, (ii) a statement of the
fair market value of the shares, (iii) an explanation of how the interest was
calculated, (iv) a statement of dissenters' right to demand payment, and (v) a
copy of the relevant portions of the Nevada Law.
Within 30 days of when Impulse Communications, Inc. pays a dissenting
stockholder for his or her shares, the stockholder has the right to challenge
Impulse Communications, Inc.'s calculation of the fair market value of the
shares and interest due, and must state the amount that he or she believes to
represent the true fair market value and interest of the shares. If Impulse
Communications, Inc. and the stockholder are not able to settle on an amount,
Impulse Communications, Inc. may petition a court within 60 days of making
payment to the dissenting stockholder. If Impulse Communications, Inc. does not
either settle with the stockholder or petition a court for a determination
within 60 days, Impulse Communications, Inc. is obligated to pay the stockholder
the amount demanded that exceeds Impulse Communications, Inc.'s calculation of
fair market value plus interest. All dissenters are entitled to judgment for the
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amount by which the fair market value of their shares is found to exceed the
amount previously remitted, with interest.
It is a condition to Impulse Communications, Inc.'s obligations to consummate
the merger that the holders of no more than 10% of the outstanding shares of
Impulse Communications, Inc.'s common stock are entitled to dissenters' rights.
If demands for payment are made with respect to more than 10%, of the
outstanding shares of Impulse Communications, Inc.'s common Stock, and, as a
consequence more than 10% of the shareholders of Impulse Communications, Inc.
become entitled to exercise dissenters' rights, then Impulse Communications,
Inc. will not be obligated to consummate the merger.
Accounting Treatment
For accounting purposes, the merger will be treated as the acquisition of Adar
Alternative One by Impulse Communications.
Merger Procedures
Unless otherwise designated by a Impulse Communications, Inc. shareholder on the
transmittal letter, certificates representing shares of Adar Alternative One
common stock issued to Impulse Communications, Inc. shareholders will be issued
and delivered to the tendering Impulse Communications, Inc. shareholder at the
address on record with Impulse Communications, Inc. In the event of a transfer
of ownership of shares of Impulse Communications, Inc. common Stock represented
by certificates that are not registered in the transfer records of Impulse
Communications, Inc., the shares may be issued to a transferee if the
certificates are delivered to the Transfer Agent, accompanied by all documents
required to evidence the transfer and by evidence satisfactory to the Transfer
Agent that any applicable stock transfer taxes have been paid. If any
certificates shall have been lost, stolen, mislaid or destroyed, upon receipt of
1. An affidavit of that fact from the holder claiming the certificates to
be lost, mislaid or destroyed.
2. The bond, security or indemnity as the surviving corporation and the
merger agent may reasonably require
3. Any other documents necessary to evidence and effect the bona fide merger,
the merger agent shall issue to holder the shares into which the shares
represented by the lost, stolen, mislaid or destroyed
Neither Adar Alternative One, Impulse Communications, Inc., nor the Transfer
Agent is liable to a holder of Impulse Communications, Inc.'s common stock for
any amounts paid or property delivered in good faith to a public official under
any applicable abandoned property law. Adoption of the merger agreement by the
Impulse Communications, Inc.'s shareholders constitutes ratification of the
appointment of the Transfer Agent.
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After the closing of the merger, holders of certificates will have no rights
with respect to the shares of Impulse Communications, Inc. common stock
represented thereby other than the right to surrender the certificates and
receive in merger the shares of Adar Alternative One common stock to which the
holders are entitled.
IMPULSE COMMUNICATION, INC.'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements included herein for the years ended December 31, 1999 and
1998.
Cautionary Statement
This registration statement on Form S-4 contains "forward-looking
statements", as defined by the Private Securities Litigation Reform Act of 1995,
in order to provide investors with prospective information about the Company.
For this purpose, any statements which are not statements of historical fact may
be deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes", "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. There are a number of important
factors which could cause the Company's actual results and events to differ
materially from those indicated by the forward-looking statements. These factors
include, without limitation, those set forth below under the caption "Certain
Factors That May Affect Future Results".
Results of Operations
Total revenues increased 144% to $ 1,049,024 for the year ended December
31, 1999 from $430,200 for the same period in 1998. The increase was primarily
due to an increase in the number of new web sites we added in 1999.
Our costs of revenues increased 114% to $625,008 for the year ended
December 31, 1999 from $ 292,534 for the same period in 1998. The increase is
primarily related to the increased number of web sites we now offer. These
expenses include: purchase and maintenance of domain names and purchases of
dedicated servers and web hosting and design.
As a result of the foregoing our net income before distributions to our
president and income taxes increased 229% to $ 397,204 for the year ended
December 31, 1999 from $ 120,704 for the same period in 1998.
Liquidity and Capital Resources
Our working capital increased 31% to $ 35,701 at December 31, 1999 from $
27,323 at December 31, 1998. During 1999 we generated approximately $ 393,000 in
cash from operations of which we distributed $ 386,000 to our president.
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Cash Flow Outlook
During 2000, we expect that our principal sources of cash to fund our
business activities will be from operating activities and will be sufficient for
the year.
Qualitative and Quantitative
We do not engage in investing in or trading market risk sensitive
instruments. We also do not purchase, for investing, hedging, or for purposes
"other than trading," instruments that are likely to expose us to market risk,
whether interest rate foreign currency exchange, commodity price or equity price
risk, except as noted in the following paragraph. We have not entered into any
forward or future contracts, purchased any options or entered into any interest
rate swaps. Additionally, we do not currently engage in foreign currency trading
transactions to manage exposure for transactions denominated in currencies other
than U.S. dollars.
IMPULSE COMMUNICATIONS, INC.'S BUSINESS
In 1990, Impulse Communications, Inc. was formed as a sole proprietorship and
reorganized as a Nevada corporation in 2000. We own and operate more than
5000 websites on the World Wide Web.
Here are some significant events in our history:
o We were originally formed to provide computer consulting services such as
installations of business automation software, computerized accounting
systems, contact management software and point of sale systems.
o From 1995-1997, with the increasing acceptance of the Internet, our focus
shifted to designing and hosting websites, while at the same time
developing several websites of our own, such as invention.com,
cashflow.com, findcash.com and sexmall.com.
o In the same time period, we also purchased 60 domain names from Network
Solutions, a company that registers domain names for the Internet.
o Since 1998, we have focused exclusively on developing new websites using
the domain names we already own and continue to purchase new domain names
each month for future development.
Most of our revenue comes from selling products over the Internet. Instead of
selling these products directly, we receive commissions from other companies for
sales generated by customer we refer. Almost all of our products are offered at
discount prices, which allows us to gain market share. Products sold include
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1. Books
2. Music
3. Insurance
4. Travel
5. Sexually oriented adult entertainment items
6. Flowers
7. Cars
8. Food
9. Vitamins
The companies that pay us a commission provide the products and do the
order-taking and shipping. About 70% of our revenue is from sexually oriented
adult entertainment websites, with the other 30% from traditional websites.
We are also involved in the following activities:
1. Operating Virtual Malls
2. Sales of Our Own Services
3. Developing Web Pages for Distributors of Network Marketing or
Multi-Level Marketing Companies
4. Sale of Domain Names
Industry Overview
The Internet has emerged as a global medium enabling millions of people
worldwide to share information, communicate and conduct business electronically.
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International Data Corporation, a research firm that covers information
technology markets and trends, estimates that the number of Web users will grow
from approximately 150 million worldwide in 1998 to approximately 500 million
worldwide by the end of 2003.
The growing adoption of the Web represents an enormous opportunity for
businesses to conduct commerce over the Internet. International Data Corporation
estimates that commerce over the Internet will increase from approximately $40
billion worldwide in 1998 to approximately $900 billion worldwide in 2003.
According to Forrester Research, a research firm that analyzes technology
changes and their impact on business, consumers and society, annual
business-to-consumer e-commerce is estimated to grow from $8 billion in 1998 to
$108 billion in 2003, and, business-to-business e-commerce is expected to grow
from $43 billion in 1998 to $1.33 trillion in 2003.
While companies initially focused on facilitating and conducting transactions
between businesses over the Internet, the business-to-consumer market has also
become a significant market and is rapidly growing. These companies typically
use the Internet to offer standard products and services that can be easily
described with graphics and text and do not necessarily require physical
presence for purchase, such as books, CDs, videocassettes, automobiles, home
loans, airline tickets and online banking and stock trading. The Internet gives
these companies the opportunity to develop one-to-one relationships with
customers worldwide from a central location without having to make the
significant investments required to build a number of local retail presences or
develop the printing and mailing infrastructure associated with traditional
direct marketing activities.
E-commerce is growing at such a high rate because the number of Internet users
worldwide is growing rapidly. Nua Internet Surveys, a company that tracks
Internet usage, estimates that as of January, 2000, there are 248.6 million
Internet users. This represents only about 5% of the world's population. As
additional users connect to the Internet, the market increases. Also, we believe
consumers are becoming more accustomed to making online purchases. Our
experience indicates consumer believe they are able to find lower prices and a
larger selection of products by using the Internet rather than their local
stores. We believe consumers are becoming increasingly secure with using credit
cards to purchase items online.
The Adult Entertainment Industry
Despite nearly two decades of intense political campaigning against the adult
industry, consumer purchases of adult entertainment products have increased
dramatically. The industry that has come to be known broadly as adult
entertainment began its transformation two decades ago, with the advent of home
video recorders and home videos. That revolution marked the beginning of the end
of red-light districts in cities, where adult bookstores, X-rated theatres, peep
shows, dingy strip joints and street prostitution once flourished.
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During the 1980s, the availability of adult movies on videocassette and on cable
television helped to legitimize the consumption of explicit material by putting
it in the home setting. The result has been the legitimization of industry
products by other businesses not traditionally associated with the adult
entertainment industry. Video stores, long distance telephone carriers,
satellite providers, cable companies, and even mutual funds, earn significant
returns by supplying or investing in adult entertainment either directly or
indirectly.
The distribution of sexually explicit material is intensely competitive.
Hundreds of companies now produce and distribute films to wholesalers and
retailers, as well as directly to the consumer. According to industry sources,
in 1978 some 100 hard-core feature films were produced at a typical cost in
today's dollars of approximately $350,000, while in 1997 nearly 8,000 new
hard-core videos were released, some costing as little as a few thousand dollars
to produce.
According to an industry report which appeared in US News and World Report,
February 10, 1997, Americans spent over $8 billion in 1996 on hard-core videos,
peep-shows, live sex acts, adult cable programming, sexual devices, Internet
adult entertainment and sexually explicit magazines. This amount is much larger
than Hollywood's domestic box office receipts and larger than all the revenues
generated by rock and country music recordings. The mainstream Hollywood film
industry collects some $6 billion per year; the recorded music industry $8
billion; theater, opera and ballet $1.7 billion.
Inter@ctive Week, a publication that tracks Internet usage, recently evaluated
the adult entertainment business at $1 billion annually for banner advertising,
subscriptions, videoconferencing and products A more conservative figure from
Forrester Research Inc. is $185 million in adult online entertainment in 1998,
up from $101 million in 1996 and $137 million in 1997.
Given the nature of the industry, financial data on Web porn are sketchy at
best. But experts estimate it rakes in $700 million to $1 billion a year. That
doesn't count the tons of loose change collected by amateur purveyors in online
erotica. (The Dallas Morning News - 12/1/99). Today's legal porn business is a
$56 billion global industry. (Forbes 06-14-1999)
Estimates of the number of sex sites are as diverse as estimates for traffic and
revenue. A recent search using the new Google.com search engine yielded 596,000
sites when the word sex was searched for. The adult age verification service,
Adultcheck, one of many on the Internet, lists 80,000 participating adult
entertainment sites. According to WebSideStory's Adult 10000, a website that
tracks online consumers, there were 13,673 sites listed, averaging 16,041,825
visitors per day on August 5, 1998.
Pay sites have most of the adult content on the Internet, but free sites abound.
Advertising from pay sites supports most of the free sites.
Adult Entertainment Revenues Projected for the Internet
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- ------------------------------------------------------------------------------
Year Total Online Retail Total Online Entertainment Adult
Entertainment
- ------------------------------------------------------------------------------
1997 $2.4 billion $298 million $137 million
1998 $4.8 billion $591 million $185 million
1999 $7.9 billion $1.14 billion $235 million
2000 $12.1 billion $1.92 billion $296 million
Source: Forrester Research Inc., People & Technology Strategies Report,
October, 1997.
The tremendous growth of the Internet, including chat rooms and websites
dedicated to adult entertainment, has resulted in millions of potential
customers accessing these sites from the relative privacy of their personal
computers worldwide.
Explicit adult entertainment websites have become controversial issues, with
little being resolved. The websites have created debates about free speech
versus child protection; free enterprise versus social good, and free markets
versus fair business practices. Parents, politicians, clergy and Internet
providers are all struggling with how to best protect children while allowing
adults to set their own standards of behavior and taste. The access to most of
the adult entertainment websites is far from being regulated. There are,
however, both specialized websites that offer to verify the potential users' age
an/or to block entry to the site for underage potential users.
Our Products and Services
Selling Products and Services of Others
Most of the Impulse Communications' revenue comes from commissions generated by
selling products and services from other companies, such as:
o Books, at bookshopper.com.
o Music, at buycds.com.
o Insurance, at insureme.com.
o Travel, at cheapvacations.com.
o Sexually explicit items, at sexmall.com.
To represent products and services, we fill out an online form to signup as an
affiliate, giving our name and address for them to send payments to. They also
have a terms and conditions page posted on the web site, which we check an box
online saying we agree. There are never any signup fees or commitments, and
either party can terminate the affiliate agreement at any time.
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We then set up web pages with links to our third party providers. When someone
clicks on the link and is transported to the provider, our name is embedded in
the link. We are then paid a commission on each referral.
Our broad-based commission structure allows us to appeal to both consumers and
businesses who buy products and services over the Internet. The actual selling
process, including tallying of commissions, is handled automatically by each
website's software. Because we only refer customers and do not sell products
directly, we maintain no inventory.
Although products sold by our third party providers may be returned for credit,
we generally do not receive our commissions until the time limit for these
returns has passed.
Virtual Malls
We also run several virtual malls, such as inventing.com for inventors and
cashflow.com for network marketers. A virtual mall is analogous to a physical
mall. It is a website where various companies in a specific industry or group
pay monthly rental fees to be listed on the site and available to visitors to
the site.
Selling Our Services
Some of the websites we own include:
o Findjobs.com offers free automated tools to help visitors to the site
find a job. Users can use our Job Finder Robot to retrieve job listings
from the top Internet employment websites in one large search. Our Job
Search Manager then allows users to browse those search results, save
the specific jobs that interest them or apply for those jobs online.
After one month of operations, Findjobs.com already has over 7000
registered users. This site generates approximately $100 in profits
over several months.
o Healthdeals.com automatically searches 11 online health and vitamin stores
to find the best price products users want to purchase. We make a 5-10%
commission from sales at each of the 11 stores. This site generates about
$200 a month in profits.
o Findcash.com allows users to find out for free if they are owed unclaimed
money by the government. Users then pay $10 for information on how to
collect the money they are owed. This site generates about $5000 a month
in profits.
o Textbookhound.com features an intelligent search agent that compares used
and new textbook pricing at over 20 major online textbook stores. It also
shows users which stores have the books in-stock. This site generates
about $1000 a month in profits. even the nature of the industry, financial
data on Web porn are sketchy at best. We are paid a commission by the
online bookstore for each book sold.
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o ToyHound.com automatically searches the top 20 online toy stores to find
the best price on products. The site also allows children to make a wish
list of toys they want and email this list to their parents and relatives.
This site generates about $100 a month in profits.
o Bored.com is a free site that receives approximately 50,000 visitors per
day who are looking for fun and interesting things to do on the Internet.
This site generates about $6000 a month in profits. We are paid a
commission from sales generated by the banner ads and some of the text
links on the page.
o Bored.com Email offers free bored.com email accounts. More than 15,000
people have signed up in the first two months of operation. This service
generates about $100 a month in profits. We are paid a commission from
sales from the banner ad people see while they read their email.
o Sexmaniac.com is the Internet's largest sexually oriented adult
entertainment search engine, with more than 100,000 adult Web page
listings. Many of the listings that appear in sexmaniac.com are sites that
generate commissions for us. These sites are programmed to appear at the
top of the search results list shown to each user. This site generates
about $1000 a month in profits.
o Nudephotos.com is an adult entertainment site offering over 700,000
sexually explicit adult entertainment photos, 50,000 online adult
entertainment movies, dozens of sexually oriented games, 10,000 erotic
stories, free phone sex, and more. This is a pay site, which means that
users must pay, usually by credit card, to access the site. This site
generates about $500 a month in profits.
o Pornomovies.com offers several thousand mail order adult entertainment
videos at wholesale prices. We are paid a commission on each movie sold.
This site generates about $2000 a month in profits.
o Getnames.com is a list of over 5000 domain names we currently own that are
for sale. Sale of domain names account for about $2000 a month in profits.
Web Pages for Distributors of Network Marketing or Multi-Level Marketing
Companies
We have also developed automated software that allows us to offer low-priced Web
pages to distributors of network marketing or multi-level marketing companies.
We create one main website for the company, and our software automatically
creates a personalized copy of the website for each distributor. We are
currently working with:
o Coastal Vacations, at www.getcoastal.com.
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------------------
o Electrum, at www.electrumonline.com
This service generates about $500 a month in profits.
Selling Advertising Space
A smaller portion of our income, about $500 a month, comes from selling
advertising space on websites we create. These sites offer free information to
Web surfers. Some of these sites include:
o http://www.zoos.com
o http://www.dumb.com
o http://www.mteverest.com
o http://www.stopstress.com
o http://www.comedyclub.com
These sites generate revenue from the advertising banners at the top of each
page.
Sale of Domain Names
We also offer for sale a portion of our 5000-plus domain names through domain
name brokers. Until recently, we did not actively try to sell our domain names.
Recent domain name sales directly by us, without a broker, include
1. Payme.com for $40,000
2. Chargecards.com, for $21,000
3. Getdomains.com, for $10,000
4. Musicroom.com, for $5000
5. Cancerdrugs.com/cancercures.com/beatcancer.com, for $25,000 total
6. Countryhits.com, for $4,000
7. Myprivates.com, for $2,500
8. Optionsdata.com for $1,500
9. indiansex.com - $15000
10. filmreviews.com - $3000
11. sportsbetting.net - $8500
12. gotoafrica.com - $7500
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We currently have the domain name buywine.com listed with a wine domain name
broker for $500,000. A selection of our domain names listed for sale, including
asking price, with GreatDomains.com, another domain name broker, includes:
o 4bets.com, $50,000
o 4books.com, $100,000
o 4computers.com, $200,000
o 4gamblers.com, $50,000
o 4marketing.com, $50,000
o 4printing.com, $100,000
o 4seminars.com, $40,000
o 4shoppers.com, $50,000
o 4software.com, $100,000
o 4textbooks.com, $200,000
o 4webpages.com, $200,000
o buyalcohol.com, $25,000
o buycdroms.com, $20,000
o buycds.com, $250,000
o buycontacts.com, $50,000
o buypetfood $100,000
o buypresents.com, $50,000
o buyprograms.com, $100,000
o cashflow.com, $100,000
o cdsavings.com, $35,000
o cheapmovies.com, $50,000
o cheapvacations.com, $100,000
o coffeelovers.com, $25,000
o comedyclub.com, $50,000
o drugdeals.com, $100,000
o getbusiness.com, $100,000
o getflowers.com, $100,000
o getmortgages.com, $100,000
o getorders.com, $25,000
o getperfume $50,000
o getpublicity.com, $50,000
o getsex.com, $250,000
o hotdate.com, $100,000
o hotelbargains.com, $30,000
o moveme.com, $20,000
o mteverest.com, $25,000
o nudephotos.com, $250,000
o nudeteens.com, $250,000
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o orderdrugs.com, $100,000
o orderforms.com, $50,000
o ordervideos.com, $50,000
o pcbargains.com, $100,000
o pcpricing.com, $50,000
o pickstocks.com, $30,000
o placebets.com, $100,000
o popcds.com, $30,000
o pornomall.com, $25,000
o pornomovies.com, $500,000
o softwaredeals.com, $100,000
o ticketdeals.com, $25,000
o tradecheap $25,000
o videobargains.com, $25,000
o videoslots.com, $100,000
o zoos.com, $25,000
Revenue by Market Segment
Our approximate amount and percentage of revenue by product segment is as
follows:
---------------------------------------------------------
Commissions (both adult $937.344 92.0%
and non-adult) [1]
---------------------------------------------------------
Virtual Malls 2,400 .2
---------------------------------------------------------
Direct Sales of Products 49,443
and Services 4.25
---------------------------------------------------------
Sales of network 3,000 .3
marketing web pages
---------------------------------------------------------
Sales of domain names 47,000 4.25
---------------------------------------------------------
Market Opportunity
We believe we are targeting a significant marketing opportunity because:
o The e-commerce market is already very large and growing rapidly.
o Millions of consumers have already purchased the products we sell for many
years through traditional print catalogs, stores and television.
o There are logistical, financial and economic benefits to conducting
business over the Internet.
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o We offer a broader selection, high-quality products than a traditional
retail outlet store.
o We offer a higher level of personalized customer service than a
traditional retail outlet store.
o We presently have and can maintain interesting, frequently updated website
content.
Marketing
Most of our business comes from free listings in Internet search engines.
Because we own thousands of domain names, we are listed many times in the search
engines. Each domain name operates as its own sub-business and can have a search
engine listing of its own.
Only about 20% of our websites are currently listed in the major search engines.
Once the other 80% are listed, we believe income will increase substantially. We
are currently developing automated software to handle these search engine
listings. The software will be finished by March 1st, and all of our web sites
will be sumbitted to the search engines by April 1st, 2000.
We use additional marketing methods to bring people to our sites, including:
o Targeted banner advertising.
o Press releases.
o Paid search engine listings, paying for higher placement in the search
result lists, on such sites as goto.com and realnames.com.
Our total advertising budget is less than $500 a month
Because we sell products and services from large, well-know companies, those
companies provide the brand name recognition. Since our customers buy directly
from the various companies' websites, the better they know the companies'
products and reputations, the better it is for us.
Many of our larger projects, such as findjobs.com, healthdeals.com,
toyhound.com, textbookhound.com, sexmaniac.com and nudephotos.com, have only
become operational in the latter part of 1999. Therefore, they have just begun
to bring in revenue and have not been widely marketed yet.
Our Potential Future Growth Areas
We plan to increase our customer traffic to our existing websites and expand
into other Internet industries by:
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o Increasing our advertising to expand our customer base.
o Opening websites in markets where we already own related domain names, but
have not as yet set up a website.
o Upgrading the graphics and content on our existing websites to be more
appealing to visitors.
o Increasing the number of companies that pay us commissions, so we can
offer a broader range of products.
o Translating our websites into foreign languages and expanding
internationally.
o Buying additional domain names for the purpose of opening more websites.
To implement the foregoing, we need no new equipment, employees, or bandwitdth.
Most of the work will be done by Eric Borgos, the rest by independent
contractors.
Because there is virtually no cost for us to enter each industry, we have much
room to grow. We have several thousand unused domain names that we plan to
develop into revenue-generating websites. These domain names are already
purchased and operational, but currently carry a banner that indicates they are
under construction. A list is available at http://www.getnames.com
The only cost of setting up these new sites is the Web page design. This work
will be done by independent contractors and, based on our previous experience,
will cost from $50,000-100,000 for the year 2000.
We currently have the following Internet projects under development:
1. Totalmiles.com--A free website that will keep track of customers' frequent
flyer miles by automatically retrieving mileage information from all of
the major airlines. The site will automatically e-mail customers a summary
of how many miles they have with each airline. The sight should be
operational by April 2000.
2. Findinfo.com--A search engine with the capability to search more than
15,000,000 websites to help users find what they're looking for. We
plan to develop this into a major search engine portal, similar to
Yahoo, Altavista, Excite and Hotbot. All sexually oriented adult
entertainment-related listings will taken from the sexmaniac.com
database and integrated into the search results. This will give
additional exposure to our adult entertainment sites, since all of
those adult entertainment sites are in the sexmaniac.com database. The
site is already operational, but won't be fully developed until May,
2000
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3. Healthstore.com--A health and nutrition store that will offer over 12,000
vitamins and herbs at discount prices. We will take the orders and
contract with a fulfillment company to acquire and ship the products. The
sight should be operational by June 2000.
4. Insurancequotes.com--We will sell leads generated from this site to a
leading insurance company such as 800insureme.com and other insurance
quote services. Online insurance quote forms will be available for health
insurance, auto insurance, business insurance, home insurance, disability
insurance and estate planning services. The sight should be operational by
May 2000.
We have spent more than $50,000 setting up our own adult pay site at
nudephotos.com. The site is one of the largest adult entertainment sites on the
net, with over 700,000 sexually explicit photos, 50,000 online sexually explicit
movies, live sex shows, 10,000 erotic stories and free phone sex. We plan to
create additional sexually oriented adult entertainment sites using the existing
content, but marketed towards different niche markets, such as:
o Whipme.com for the bondage market.
o Lesbiancity.com for the lesbian market.
o Nudeteens.com for the teen market.
o Amateurphotos.com for the amateur market.
o Asianphotos.com for the Asian market.
These specialized markets have much less competition and a much higher signup
rate among viewers who visit the sites.
Trademarks
While we own many domain names, none of those domain names are trademarked.
Domain names are required to be renewed on a biannual basis at a cost of $35 per
name.
Competition
The market for e-commerce over the Internet is new, rapidly evolving and
intensely competitive, and we expect competition to intensify in the future.
Barriers to entry are relatively low, and current and new competitors can launch
new websites at a relatively low cost using commercially available software. We
currently or potentially compete with a number of other companies, including
many of our third party providers.
The recent establishment of large affiliate network, such as linkshare.com,
clicktrade.com, reporting.net and cj.com, has made it easier for new companies
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to enter the affiliate sales market, but it has also made it easier for us to
sell a wider variety of products. These networks are basically listings of
affiliate commission programs grouped by industry. If, for example, we decide to
open another online book site, we can easily find many online bookstores willing
to pay a commission through these networks. These networks also make commission
tracking, link management and sales accounting easier for us.
We believe we may be able to favorably compete because the cost of buying good
domains names has become increasingly expensive, giving our large number of
domain names and advantage. Although each of the industries for which we offer
products and services is extremely competitive, we believe all of our industries
are growing at high enough rates to accommodate many competing companies.
Indeed, we believe that competition within an industry actually helps us,
because we have the ability to become a sales agent for each new company that
enters the market and receive a commission from them.
Product Liability
Because we offer thousands of products and services over the Internet from many
different manufacturers and vendors, we could be held liable from any problems
that arise from those sales. We do not carry liability insurance, so any
litigation resulting from product liability or service liability could
materially harm our business.
Government Regulation
We are subject, both directly and indirectly, to various laws and governmental
regulations relating to our business. There are currently few laws or
regulations directly applicable to commercial online services or the Internet.
However, due to increasing popularity and use of commercial online services and
the Internet, it is possible that a number of laws and regulations may be
adopted with respect to commercial online services and the Internet. These laws
and regulations may cover issues including, for example, user privacy, pricing
and characteristics and quality of products and services. Moreover, the
applicability to commercial online services and the Internet of existing laws
governing issues including, for example, property ownership, libel and personal
privacy, is uncertain and could expose us to substantial liability. Any new
legislation or regulation or the application of existing laws and regulations to
the Internet could reduce or eliminate our income.
As our services are available over the Internet anywhere in the world, multiple
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each of those jurisdictions. Our failure to qualify as a
foreign corporation in a jurisdiction where we are required to do so could
subject us to taxes and penalties for the failure to qualify. It is possible
that state and foreign governments might also attempt to regulate our
transmissions of content on our websites or on the websites of others or
prosecute us for violations of their laws. We cannot assure you that violations
of local laws will not be alleged or charged by state or foreign governments,
that we might not unintentionally violate these laws or that these laws will not
be modified, or new laws enacted, in the future.
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The laws regarding the dissemination of sexually oriented adult entertainment
over the Internet are currently unsettled. Courts have held the right to
distribute adult entertainment over the Internet is protected by the First and
Fourteenth Amendments to the United States Constitution, which prohibit Congress
or the various states from passing any law abridging the freedom of speech.
The First and Fourteenth Amendments, however, do not protect the dissemination
of obscene material, and several states and communities in which our websites
are available, have enacted laws regulating the distribution of obscene material
with some offenses designed as misdemeanors and others as felonies, depending on
numerous factors. The consequences for violating the State statutes are as
varied as the number of states enacting them. Similarly, 18 U.S.C. Sections
1460-1469 contain the federal prohibitions with respect to the dissemination of
obscene material, and the potential penalties for individuals, including
directors, officers and employees, violating the federal obscenity laws include
fines, community service, probation, forfeiture of assets and incarceration. The
range of possible sentences require calculations under the Federal Sentencing
Guidelines, and the amount of the fine and the length of the period of the
incarceration under those guidelines are calculated based upon the retail value
of the unprotected materials.
Also taken into account in determining the amount of the fine, length of
incarceration or other possible penalty are whether the person accepts
responsibility for his or her actions, whether the person was a minimal or minor
participant in the criminal activity, whether the person was an organizer,
leader, manager or supervisor, whether multiple counts were involved, whether
the person provided substantial assistance to the government, and whether the
person has a prior criminal history.
In addition federal law provides for the forfeiture of:
o Any obscene material produced, transported, mailed, shipped or received in
violation of the obscenity laws.
o Any property, real or personal, constituting or traceable to gross profits
or other proceeds obtained from the offense.
o Any property, real or personal, used or intended to be used to commit or
to promote the commission of the offense, if the court in its discretion
so determines, taking into consideration the nature, scope and
proportionality of the use of the property in the offense.
With respect to the realm of potential penalties facing us should we be found
guilty of disseminating obscene material, the forfeiture provisions detailed
above may apply to our corporate assets falling under the statute. In addition,
a fine may be imposed, the amount of which is tied to the pecuniary gain to the
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organization from the offense or determined by a fine table tied to the severity
of the offense. Also factored into determining the amount of the fine are the
number of individuals in the organization and whether an individual with
substantial authority participated in, condoned, or was willfully ignorant of
the offense; whether the organization had an effective program to prevent and
detect violations of the law; and whether the organization cooperated in the
investigation and accepted responsibility for its criminal conduct. In addition,
the organization may be subject to a term of probation of up to five years.
Federal and state obscenity laws define the legality or illegality of materials
by reference to the United States Supreme Court's three-prong test set forth in
Miller v. California, 413 U.S 1593 in 1973. This test is used to evaluate
whether materials are obscene and therefore subject to regulation. Miller
provides that the following must be considered:
o Whether the average person, applying contemporary community standards,
would find that the work, taken as a whole, appeals to the prurient
interest.
o Whether the work depicts or describes, in a patently offensive way, sexual
conduct specifically defined by the applicable state law.
o Whether the work, taken as a whole, lacks serious literary, artistic,
political or scientific value.
The Supreme Court has clarified the Miller test in recent years advising that
the prurient interest prong and patent offensiveness prong must be measured
against, as the wording goes, the standards of an average person, applying
contemporary community standards, while the value prong of the test is to be
judged according to a reasonable person standard.
We believe that we are in compliance with all federal, state and local
regulations regulating the content of any motion picture, photographic and print
products offered on any of our affiliate websites.
As discussed above, U.S. federal and state government officials have targeted
what some people term as sin industries, such as tobacco, alcohol and adult
entertainment for special tax treatment and legislation. In 1996, the U.S
Congress passed the Communications Decency Act of 1996. Recently, the Supreme
Court, in American Civil Liberties Union versus Reno, held some substantive
provisions of the Communications Decency Act unconstitutional. Businesses in the
adult entertainment and programming industries expended millions of dollars in
legal and other fees in overturning the Communications Decency Act. Investors
should understand that the adult entertainment industry may continue to be a
target for legislation. In the event we must defend ourselves, or join with
other companies in the adult entertainment business to protect our rights, we
may incur significant expenses that could reduce or eliminate our income.
Network Infrastructure
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All of the websites we own are hosted on Internet servers located at major Web
hosting providers such as Concentric Networks, Pair Networks and Interland. All
of these hosting companies offer high-speed fiber optic T-3 data connections,
redundant Internet backbone providers and 24-hour-a-day website monitoring and
tech support.
We have a four-year contract with Concentric Networks to host many of our sites
with four servers specifically dedicated to our accounts. The contract
stipulates that we pay Concentric Networks $3,000 a month for the four dedicated
servers, and they may cancel the contract for any reason on 30-days notice
without penalty.
Should Concentric Networks go out of business, or for some reason be unable to
provide a reliable Internet connection for the servers, we would experience both
several days' downtime and additional expenses. If we receive notice ahead of
time that our account needs to be moved to another provider, downtime would be
only be about 1 day with minimal additional expenses.
There are, however, many other Web hosting services that offer similar services
at competitive prices, and we maintain backup servers with several of those
vendors. In addition to 4 dedicated servers with Concentric.com, alternate
dedicated servers are maintained at 9netave.com, rackspace.com, and
infotechsys.com. Non-dedicated hosting accounts are maintained at pair.com,
interland.net, and he.net.
Web sites and domain names could be easily moved from one server or web host to
another in the event of an emergency or contract cancellation by Concentric
Networks.
Property and Leases
Our primary business address is:
Impulse Communications 468 Kingstown Road, #4 Wakefield, RI 02879 Phone:
401-789-0885
The rent for the Boston location is $800/month. We have a one-year lease with
Diurmed Coughlin, from July 1, 1999, to June 31, 2000.
Employees
We presently have no employees, although we use independent contractors on a
regular basis. We use the independent contractors for:
o Website design
o Programming
o Search engine promotion.
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We have no contracts with our independent contractors.
IMPULSE COMMUNICATIONS, INC.'S MANAGEMENT
The names and ages of our executive officers and directors as of our
formation in January 2000, are as follows:
- -------------------------------------------------------------------------------
Name Age Position
- ------------------------------------------------------------------------------
Eric Borgos 31 CEO, president and director
- -------------------------------------------------------------------------------
Eric Borgos started Impulse Communications in September 1990 as a computer
consulting company. From September 1988 to December 1990, Mr. Borgos worked
part-time in the Babson College Computer Center. During the summers in 1986,
1987, and 1988 Mr. Borgos worked as in intern at O'Connor and Associates, a
Wall Street stock brokerage. Mr. Borgos received his B.A. from Babson College
in 1991
Directors serve for the a one year term. Our Bylaws currently provide for a
Board of Directors comprised of 1 director.
Executive Compensation
We have no compensation committee or other board committee performing equivalent
functions. Mr. Borgos, our current president and chief executive officer,
participated in deliberations of our board of directors concerning executive
officer compensation.
We have no employment agreement with or key-man life insurance on Mr. Borgos.
Board Compensation
Our director does not receive cash compensation for his services as director.
Indemnification of Directors and Officers.
We have agreed to indemnify our director, meaning that we will pay for damages
they incur for properly acting as director. NRS 78.037 of the Nevada General
Corporation Law, currently provides that any provision may not eliminate or
limit the liability of a director or officer for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or the payment of
dividends in violation of the Nevada General Corporation Law.
Insofar as indemnification for liabilities arising under the securities act may
be permitted to directors, officers or persons controlling the registrant under
the foregoing provisions, the registrant has been informed that in the opinion
of the Securities and Exchange Commission this indemnification is against the
public policy and is therefore, unenforceable.
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Provisions With Possible Anti-Takeover Effects
Nevada's Combinations with Interested Stockholders statute, which applies to
Nevada corporations having at least 200 stockholders, prevents an interested
stockholder and an applicable Nevada corporation from entering into a
combination unless some conditions are met. A combination means any merger or
consolidation with an interested stockholder, or any sale, lease exchange,
mortgage, pledge, transfer or other disposition, in one transaction or a series
of transactions, with an interested stockholder having:
1. an aggregate market value equal to 5% or more of the aggregate market
value of the assets of the corporation,
2. an aggregate market value equal to 5% or more of the aggregate market
value of all outstanding shares of the corporation, or
3. 10% or more of the earning power or net income of the
corporation.
An interested stockholder means a person who, together with affiliates and
associates, beneficially owns or within the prior three years, did beneficially
own 10% or more of the voting power of the corporation. A corporation to which
this statute applies may not engage in a combination within the three years
after the interested stockholder acquired its shares unless the combination or
purchase is approved by the board of directors before the interested stockholder
acquired the shares.
If this approval is not obtained, then after the expiration of the three-year
period, the business combination may be consummated with the approval of the
board of directors or a majority of the voting power held by disinterested
stockholders, or if the consideration to be paid by the interested stockholder
is at least equal to the highest of:
1. the highest price per share paid by the interested stockholder within
the three years immediately preceding the date of the announcement of
the combination or in the transaction in which it became an interested
stockholder, whichever is higher
2. the market value per share of common stock on the date of announcement
of the combination and the date the interested stockholder acquired the
shares, whichever is higher
3. for holders of preferred stock, the highest liquidation value of the
preferred stock, if it is higher.
Nevada's Acquisition of Controlling Interest statute applies only to Nevada
corporations with at least 200 stockholders, including at least 100 stockholders
of record who are Nevada residents, and which conduct business directly or
indirectly in Nevada. As of the date of this Prospectus, the Issuer does not
have 100 stockholders of record who are residents of Nevada, although there can
be no assurance that in the future the Acquisition of Controlling Interest
statute will not apply to the us.
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The Acquisition of Controlling Interest statute prohibits an acquirer, under
some circumstances, from voting its shares of a target corporation's stock after
crossing some ownership threshold percentages, unless the acquirer obtains
approval of the target corporation's disinterested stockholders. The statute
specifies three thresholds: one-fifth or more by less than one-third, one-third
but less than a majority, and a majority or more, of the outstanding voting
power. Once an acquirer crosses one of the above thresholds, those shares in an
offer or acquisition and acquired within 90 days thereof become control shares
and the control shares are deprived of the right to vote until disinterested
stockholders restore the right. The Acquisition of Controlling Interest statute
also provides that in the event control shares are accorded full voting rights
and the acquiring person has acquired a majority or more of all voting power,
all other stockholders who do not vote in favor of authorizing voting rights to
the control shares are entitled to demand payment for the fair value of their
shares in accordance with statutory procedures established for dissenters'
rights.
IMPULSE COMMUNICATIONS, INC.'S LEGAL PROCEEDINGS
Impulse Communications is not a party to or aware of any pending or threatened
lawsuits or other legal actions.
IMPULSE COMMUNICATIONS, INC.'S PRINCIPAL STOCKHOLDERS
The following table sets forth some information regarding the beneficial
ownership of our Common Stock as of February, 2000 by
o Each shareholder known by us to own beneficially more than 5% of the
common stock
o Each executive officer o Each director and all directors and executive
officers as a group:
---------------------------------------------------------------------------
Name Number of Shares Percentage Percentage
before merger after merger
---------------------------------------------------------------------------
Eric Borgos 9,750,000 97.5 94%
--------------------------------------------------------------------------
All directors and named 9,750,000 97.5 94%
executive officers as a
group (one person)
---------------------------------------------------------------------------
This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the shareholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
10,000,000 shares of Common Stock outstanding as of March 21, 2000.
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DESCRIPTION OF IMPULSE COMMUNICATIONS, INC'S CAPITAL STOCK
----------------------------------------------------------------------
Authorized Capital Stock Shares Of Capital Stock
Under Articles Of Incorporation Outstanding
----------------------------------------------------------------------
75,000,000 shares of common stock 10,008,000 shares of common stock
----------------------------------------------------------------------
No shares of preferred stock No shares of preferred stock
----------------------------------------------------------------------
Common Stock
As of March 31, 2000 there were 10,008,000 shares of common stock outstanding
held of record by 75 stockholders. There will be 10,400,000 post merger shares
of common stock outstanding after giving effect to the issuance of the shares of
common stock to the public under this information statement for shareholders of
Impulse Communications/ prospectus and the reverse split and return of shares
prior to the merger.
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. The common stock
has no preemptive or conversion rights or other subscription rights. There are
no sinking fund provisions applicable to the common stock. The outstanding
shares of common stock are, and the shares of common stock to be issued upon
completion of this offering will be, fully paid and non-assessable.
Options
We have no options outstanding.
Dividends
We have never paid any dividends and do not expect to do so after the closing of
the merger and thereafter for the foreseeable future.
Transfer Agent and Registrar
We are the transfer agent and registrar for our common stock.
ADAR ALTERNATIVE ONE'S BUSINESS
History and Organization
We were organized under the laws of the state of Florida in April, 1999.
Since inception, our primary activity has been directed to organizational
efforts. We were formed as a vehicle to acquire a private company desiring to
become an SEC reporting company in order thereafter to secure a listing on the
over the counter bulletin board.
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On February , 2000 Mr. Williams resigned as officer and director and Mr.
Sidney Golub was elected president and director. On February , 2000, we
changed our name from Second Enterprise Service Group, Inc. to Adar
Alternative One, Inc.
Operations
We were organized for the purposes of creating a corporate vehicle to seek,
investigate and, if the investigation warrants, engage in business combinations
presented to us by persons or firms who or which desire to become an SEC
reporting company.
We do not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating, and analyzing business
combinations will be paid with money in our treasury or loaned by management.
This is based on an oral agreement between management and us.
Employees
We presently have no employees. Our current officer and director is engaged in
business activities outside of us, and will devote the time necessary each month
to our affairs of until a successful business opportunity has been acquired.
Selected Financial Data
The following information concerning our financial position and operations is as
of and for the period ended December 31, 1999.
Total assets $ 0
Total liabilities 0
Equity 0
Sales 0
Net loss 3,079
Net loss per share 0.00
Management Discussion And Analysis Or Plan Of Operation
We are a development stage entity, and have neither engaged in any
operations nor generated any revenues to date. We have no assets. Our expenses
to date, all funded by a loan from prior management, are $3,079.
Substantially all of our expenses that must be funded by management will be
from our efforts to identify a suitable acquisition candidate and close the
acquisition. Management has orally agreed to fund our cash requirements until
an acquisition is closed. So long as management does so, we will have
sufficient funds to satisfy our cash requirements. This is primarily because we
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anticipate incurring no significant expenditures. Before the conclusion of an
acquisition, we anticipate our expenses to be limited to accounting fees, legal
fees, telephone, mailing, filing fees, occupational license fees, and transfer
agent fees.
We do not intend to seek additional financing. At this time we believe that
the funds to be provided by management will be sufficient for funding our
operations until we find an acquisition and therefore do not expect to issue any
additional securities before the closing of a business combination.
Properties.
We are presently using the office of insert Sid at no cost as our office.
This arrangement is expected to continue only until a business combination is
closed, although there is currently no agreement between us and Mr. Golub. We at
present own no equipment, and do not intend to own any.
Security Ownership of Some Beneficial Owners and Management.
- -----------------------------------------------------------
The following table sets forth some information regarding the beneficial
ownership of our Common Stock as of February , 2000 by
o Each shareholder known by us to own beneficially more than 5% of the common
stock
o Each executive officer
o Each director and all directors and executive
officers as a group:
---------------------------------------------------------------------------
Name Number of Percentage Number of Percentage
Shares before Shares after
Pre-Merger(1) merger Post-Merger(1)(2)merger
----------------------------------------------------------------------------
Michael T.Williams (1) 1,000,000 50% 192,000 2%
2503 W. Gardner Ct.
Tampa FL 33611
----------------------------------------------------------------------------
Sidney J. Golub 1,000,000 50% 200,000 2%
10 Troon Place
P.O. Box 289
Mashpee, MA 02649
---------------------------------------------------------------------------
All directors and 1,000,000 50% 200,000 2%
named executive
officers as a group
(one person)
---------------------------------------------------------------------------
This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, we believe that each of the shareholders named
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in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
2,000,000 shares of Common Stock outstanding as of March 1, 2000.
(1) Owned by the Williams Blind Trust, with beneficiaries as Tenants by the
Entireties of Michael Williams and Donna Williams, his wife. Under the terms of
the trust, all sales decisions will be made exclusively by the trustee and no
details of the trust's holdings or sales will be disclosed to the
beneficiaries.
(2) In connection with the merger, Adar Alternative One agreed to effect a
reverse split such that Mr. Williams' Trust and Mr. Golub will each own 200,000
shares prior to the closing of the merger.
Mr. Williams and Mr. Golub may be deemed our founders, as that term is
defined under the securities act of 1933.
Director and Executive Officer.
- ------------------------------
The following table and subsequent discussion sets forth information about our
director and executive officer, who will resign upon the closing of the
acquisition transaction. Our director and executive officer was elected to his
position in February 2000
Name Age Title
Sidney J. Golub 58 President, Treasurer and
Director
Since prior to 1995, Mr. Golub has been president of Adar Group, Inc., a
management consulting firm.
Executive Compensation.
The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to us in all capacities during the period ended December
31, 1999, by our prior chief executive officer.
Summary Compensation Table
Name and Principal Position Annual Compensation - 1999
Salary, $, Bonus, $, Number of Shares
---------- --------- Underlying
Options, #,
Michael T. Williams, None None None
President
Future Compensation and Relationships and Related Transactions.
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Of the $125,000 merger fee to be paid to us by Impulse Communications under the
terms of the merger agreement, Mr. Golub will receive $50,000 for his role as
current president and director. Of the remaining $75,000, $50,000 will be paid
to Williams Law Group for legal services in preparing this registration
statement and the remaining $25,000 will be paid to Mr. Williams for his role as
past president and director.
In connection with the merger, Adar Alternative One agreed to effect a reverse
split with the result that Mr. Williams' Trust and Mr. Golub will each own
200,000 shares prior to the closing of the merger.
Legal Proceedings.
We not a party to or aware of any pending or threatened lawsuits or other
legal actions.
Indemnification of Directors and Officers.
Our director is bound by the general standards for directors provisions in
Florida law. These provisions allow him in making decisions to consider any
factors as he deems relevant, including our long-term prospects and interests
and the social, economic, legal or other effects of any proposed action on the
employees, suppliers or our customers, the community in which the we operate and
the economy. Florida law limits our director's liability.
We have agreed to indemnify our director, meaning that we will pay for damages
they incur for properly acting as director. The SEC believes that this
indemnification may not be given for violations of the securities act of 1933.
Insofar as indemnification for liabilities arising under the securities act may
be permitted to directors, officers or persons controlling the registrant under
the foregoing provisions, the registrant has been informed that in the opinion
of the Securities and Exchange Commission this indemnification is against the
public policy and is therefore, unenforceable.
Provisions With Possible Anti-Takeover Effects
Section 607.0902 of Florida law restricts the voting rights of some shares of a
corporation's stock when those shares are acquired by a party who, by this
acquisition, would control at least one-fifth of all voting rights of the
corporation's issued and outstanding stock. The statute provides that the
acquired shares, the control shares, will, upon this acquisition, cease to have
any voting rights. The acquiring party may, however, petition the corporation to
have voting rights re-assigned to the control shares by way of an acquiring
person's statement submitted to the corporation in compliance with the
requirements of the statute. Upon receipt of this request, the corporation must
submit, for shareholder approval, the acquiring person's request to have voting
rights re-assigned to the control shares. Voting rights may be reassigned to the
control shares by a resolution of a majority of the corporation's shareholders
for each class and series of stock. If this resolution is approved, and the
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voting rights re-assigned to the control shares represent a majority of all
voting rights of the corporation's outstanding voting stock, then, unless the
corporation's articles of incorporation or Bylaws provide otherwise, all
shareholders of the corporation will be able to exercise dissenter's rights in
accordance with Florida law.
A corporation may, by amendment to its articles of incorporation or
bylaws, provide that, if the party acquiring the control shares does not submit
an acquiring person's statement in accordance with the statute, the corporation
may redeem the control shares at any time during the period ending 60 days after
the acquisition of control shares. If the acquiring party files an acquiring
person's statement, the control shares are not subject to redemption by the
corporation unless the shareholders, acting on the acquiring party's request,
deny full voting rights to the control shares.
The statute does not alter the voting rights of any stock of the corporation
acquired in any of the following manners:
1. Under the laws of intestate succession or under a gift or testamentary
transfer
2. Under the satisfaction of a pledge or other security interest created
in good faith and not for the purpose of circumventing the statute
3. Under either a share exchange or share exchange if the corporation is a
party to the agreement or plan of merger or share exchange
4. Under any savings, employee stock ownership or other benefit plan of
the corporation
5. Under an acquisition of shares specifically approved by the board of
directors of the corporation
DESCRIPTION OF ADAR ALTERNATIVE ONE'S CAPITAL STOCK
----------------------------------------------------------------------
Authorized Capital Stock Shares Of Capital Stock
Outstanding
----------------------------------------------------------------------
50,000,000 2,000,000
----------------------------------------------------------------------
20,000,000 none
----------------------------------------------------------------------
Common Stock
As of December 31, 1999, there were 2,000,000 shares of common stock outstanding
held of record by 2 stockholders. There will be 10,400,000 post merger shares of
common stock outstanding after giving effect to the issuance of the shares of
common stock to the public under this information statement for shareholders of
Impulse Communications/ prospectus and the reverse split and return of shares
prior to the merger.
The holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. The common stock
has no preemptive or conversion rights or other subscription rights. There are
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no sinking fund provisions applicable to the common stock. The outstanding
shares of common stock are, and the shares of common stock to be issued upon
completion of this offering will be, fully paid and non-assessable.
Preferred Stock
We are authorized to issue 20,000,000 shares of Class A preferred stock. There
are no shares of preferred stock outstanding. Issuance of preferred stock with
voting and conversion rights may adversely affect the voting power of the
holders of common stock, including voting rights of the holders of common stock.
In some circumstances, an issuance of preferred stock could have the effect of
decreasing the market price of the common stock. We currently have no plans to
issue any shares of preferred stock.
Options
We have no options outstanding.
Dividends
We have never paid any dividends and do not expect to do so after the closing of
the merger and thereafter for the foreseeable future.
Transfer Agent and Registrar
We are the transfer agent and registrar for our common stock.
COMPARISON OF RIGHTS OF ADAR ALTERNATIVE ONE SHAREHOLDERS AND IMPULSE
COMMUNICATIONS, INC. SHAREHOLDERS
Because Adar Alternative One will change its state of incorporation, articles or
articles and bylaws to be the same as those of Impulse Communications, Inc., the
rights of shareholders of Impulse Communications, Inc. will not change as a
result of the merger.
AVAILABLE INFORMATION
Impulse Communications is not and until the effectiveness of this registration
statement Second Enterprise Service Group was not, subject to the reporting
requirements of the Exchange Act and the rules and regulations promulgated
thereunder, and, therefore, do not file reports, information statement for
shareholders of Impulse Communications or other information with the Commission.
Under the rules and regulations of the Commission, the solicitation of proxies
from the shareholders of SSI to approve the merger constitutes an offering of
Second Enterprise Service Group common stock to be issued in connection with the
merger. Accordingly, Second Enterprise Service Group has filed with the
Commission a registration statement on Form S-4 under the Securities Act, with
respect to this offering from time to time, the registration statement. This
information statement for shareholders of Impulse Communications/prospectus
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<PAGE>
constitutes the prospectus of Second Enterprise Service Group that is filed as
part of the Registration Statement in accordance with the rules and regulations
of the Commission. Copies of the registration statement, including the exhibits
to the Registration Statement and other material that is not included herein,
may be inspected, without charge, at the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, and may be available at the following Regional Offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, New York, New York 10048. Copies of
these materials may be obtained at prescribed rates from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549. Information on the operation of the Public Reference Room
may be obtained by calling the Commission at 1-800-SEC-0330. In addition, the
Commission maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, information and information statement for shareholders of
Impulse Communications and other information regarding registrants that file
electronically with the Commission.
EXPERTS
The Financial Statements of Impulse Communications, Inc. for the years ended
December, 1998, and 1999 also included in this prospectus and elsewhere in the
Registration Statement have been included herein in reliance on the report of
Gray, Gray, & Gray, LLP, given on the authority of that firm as experts in
accounting and auditing
LEGAL MATTERS
The validity of the shares of Adar Alternative One common stock being offered by
this information statement for shareholders of Impulse Communications/prospectus
and some federal income tax matters related to the exchange are being passed
upon for Adar Alternative One by Williams Law Group, P.A., Tampa, FL. Mr.
Williams, principal of the firm, through his trust owns through his trust
1,000,000 shares pre-merger and 200,000 post merger of the stock of Adar
Alternative One.
61
<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
AUDITED FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION
DECEMBER 31, 1999
62
<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
AUDITED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION
DECEMBER 31, 1999
AUDITED FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT 64
BALANCE SHEETS 65
STATEMENTS OF OPERATIONS AND PROPRIETOR'S EQUITY 66
STATEMENTS OF CASH FLOWS - DIRECT METHOD 67
NOTES TO FINANCIAL STATEMENTS 69
OTHER FINANCIAL INFORMATION
INDEPENDENT AUDITORS' REPORT ON OTHER FINANCIAL INFORMATION 74
SELECTED FINANCIAL INFORMATION 75
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF
IMPULSE COMMUNICATIONS AND ADAR ALTERNATIVE ONE 76
PRO FORMA PER SHARE DATA 77
63
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INDEPENDENT AUDITORS' REPORT
To the Sole Proprietor
Impulse Communications
We have audited the accompanying balance sheets of Impulse Communications (A
Sole Proprietorship) as of December 31, 1999 and 1998, and the related
statements of operations and proprietor's equity and cash flows - direct method
for the years then ended. 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 audit.
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 provide 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 Impulse Communications (A Sole
Proprietorship) as of December 31, 1999 and 1998 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
GRAY, GRAY & GRAY, LLP
Westwood, Massachusetts
February 28, 2000
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<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
BALANCE SHEETS
ASSETS
Year Ended
December 31,
1999 1998
CURRENT ASSETS
Accounts receivable $ 53,873 $ 38,026
Prepaid expenses 0 5,000
TOTAL CURRENT ASSETS 53,873 43,026
EQUIPMENT, net of accumulated depreciation of $4,478
in 1999 and $718 in 1998 8,530 5,743
TOTAL ASSETS $ 62,403 $ 48,769
LIABILITIES AND PROPRIETOR'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 18,172 $ 15,703
TOTAL CURRENT LIABILITIES 18,172 15,703
PROPRIETOR'S EQUITY 44,231 33,066
TOTAL LIABILITIES AND PROPRIETOR'S EQUITY $ 62,403 $ 48,769
The Accompanying notes are an integral part of these financial statements.
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<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
STATEMENTS OF OPERATIONS AND PROPRIETOR'S EQUITY
Year Ended
December 31,
1999 1998
INTERNET REVENUES $ 1,049,024 $ 430,200
COST OF REVENUES 625,008 292,534
GROSS PROFIT 424,016 137,666
OPERATING EXPENSES
Sales and marketing 7,042 10,734
General and administrative 19,770 6,228
TOTAL OPERATING EXPENSES 26,812 16,962
NET INCOME 397,204 120,704
PROPRIETOR'S EQUITY AT BEGINNING OF YEAR 33,066 7,407
PROPRIETOR'S DISTRIBUTIONS, NET OF CONTRIBUTIONS 386,039 95,045
PROPRIETOR'S EQUITY AT END OF YEAR $ 44,231 $ 33,066
The Accompanying notes are an integral part of these financial
statements.
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<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
STATEMENTS OF CASH FLOWS - DIRECT METHOD
Year Ended
December 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers $1,033,177 $400,816
Cash paid to suppliers (640,591) (299,310)
NET CASH PROVIDED BY OPERATING ACTIVITIES 392,586 101,506
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (6,547) (6,461)
NET CASH (USED) BY INVESTING ACTIVITIES (6,547) (6,461)
CASH FLOWS FROM FINANCING ACTIVITIES
Proprietor's withdrawals, net (386,039) (95,045)
NET CASH (USED) BY FINANCING ACTIVITIES (386,039) (95,045)
NET INCREASE IN CASH 0 0
CASH AT BEGINNING OF YEAR 0 0
CASH AT END OF YEAR $0 $0
The Accompanying notes are an integral part of these financial
statements.
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Year Ended
December 31,
1999 1998
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net income $397,204 $120,704
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 3,760 718
(Increase) decrease in assets:
Accounts receivable (15,847) (29,383)
Prepaid expenses 5,000 (5,000)
Increase (decrease) in liabilities:
Accounts payable 2,469 14,467
TOTAL ADJUSTMENTS (4,618) (19,198)
NET CASH PROVIDED BY OPERATING ACTIVITIES $392,586 $101,506
The Accompanying notes are an integral part of these financial
statements.
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<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Principal Business Activity - Impulse Communications (The Proprietorship) is a
sole proprietorship that has assembled a portfolio of approximately 6,400 domain
names and web sites on the internet. The sites are used to provide access to
electronic commerce merchants and their customers.
The Proprietor opened its virtual doors on the web in January, 1995 and conducts
its business within one industry segment.
Inherent in Impulse Communications business are various risks and uncertainties,
including the limited history of commerce on the internet. Future revenues are
dependent on the continued growth and acceptance of the internet, use of the
internet for information, publication, distribution and commerce, and acceptance
of the Internet as an effective advertising medium.
Recognition of Revenue - Internet revenues consist primarily of the following:
- - Referral Commissions - Most of the Proprietorship's 6,400 domain names and
web sites are used as portals to create traffic to e-merchant sites (primarily
adult content) who will pay a commission based on the ability of the traffic to
generate sales. Referral commission revenues are recognized at the time the
referral sale takes place.
- - Subscription Revenues - Subscription revenues relates to customer
subscription at an adult content and a traditional service related web site.
Subscription periods are not greater than one month. Revenues are recognized in
the month that the customer subscribes for the service, provided that no
significant Proprietorship obligations remain and collection of the receivable
is probable. Risk of loss is limited due to the use of pre-approved charges to
customer credit cards.
- - Domain Name Revenues - Revenues from the sale of domain names, if any, are
recognized at the time when ownership of the domain name is transferred.
Financial Instruments and Concentrations of Credit Risk - Financial instruments
that subject the Proprietorship to concentrations of credit risk consist
primarily of trade receivables. The carrying amount of the trade receivables
approximates fair value due to their relatively short maturity. The
Proprietorship generally does not require collateral on accounts receivable.
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<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial Instruments and Concentrations of Credit Risk (Continued)
For the year ended December 31, 1999, one customer accounted for 11.33% of
revenues. For the year ended December 31, 1998 there was one customer, different
from the one in 1999, who accounted for 18.34% of revenues. Except for the
preceding customers, concentrations of credit risk with respect to trade
receivables are limited due to the large number of customers comprising the
Proprietorship's customer base, and their dispersion across the United States.
Allowance for Doubtful Accounts - Accounts receivable are considered by the
Proprietor to be fully collectable at December 31, 1999, accordingly no
allowance has been set up.
Use of Estimates - The presentation of financial statements in conformity with
generally accepted accounting principals requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclose contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Income Taxes - Profits or losses of Impulse Communications are attributable
directly to the sole Proprietor for income tax purposes. Consequently, an income
tax provision has not been reflected in these financial statements.
Equipment - Equipment is stated at cost, less accumulated depreciation.
Expenditures for routine repairs and maintenance are charged to operations as
they are incurred while those which significantly improve or extend the lives of
existing assets are capitalized. Depreciation is computed by the straight-line
method over the estimated useful lives of the following assets:
Estimated
1999 1998 Useful Lives
Computer hardware $ 13,008 $ 6,461 3 Years
Less accumulated depreciation
4,478 718
$ 8,530 $ 5,743
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IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Long-Lived Assets - In accordance with SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, the
carrying value of long-lived assets is reviewed on a regular basis for existence
of facts, or circumstances that may suggest impairment. To date, no such
impairment has been indicated. Should there be an impairment in the future, the
Proprietorship will measure the amount of the Impairment based on un-discounted
expected cash flow from the impairment asset.
Domain Names - The Proprietorship owns numerous domain names in the United
Stated and some Internationally. Domain name registration fees are paid
annually. The Proprietorship's policy is to evaluate its domain names prior to
paying its annual registration renewal fees.
NOTE 2 - RELATED PARTY TRANSACTIONS
Included in accounts payable at December 31, 1999 is $2,783 due to a related
party for internet web page consulting services. Included in operating expenses
is $32,735 and $16,980 paid to the related party for the years ended December
31, 1999 and 1998, respectively.
NOTE 3 - COMMITMENTS
Commissions - The Proprietorship has verbal commission agreements with
individuals to pay certain percentages based on profit or revenue generation at
certain sites. Included in operating expenses is commission expense in the
amount of $31,249 and $23,320 for the years ended December 31, 1999 and 1998,
respectively.
Facility - The Proprietorship has a lease for office space through June 30,
2000.
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<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 3 - COMMITMENTS (CONTINUED)
Servers - The Proprietorship leases off-site dedicated server space under lease
obligations that are accounted for as operating leases.
Future minimum rental payments under facility and operating leases are as
follows for the years ended December 31:
Facility Servers Total
2000 $ 4,800 $ 47,728 $ 52,528
2001 $ 7,200 $ 7,200
2002 $ 7,200 $ 7,200
2003 $ 6,600 $ 6,600
Included in operating expenses is rent expense for equipment and facilities in
the amount of $27,662 and $4,998 for the years ended December 31, 1999 and 1998,
respectively.
NOTE 4 - ADVERTISING
The Proprietorship expenses advertising and promotional materials as incurred.
Advertising expense included in operating expenses was $7,042 and $10,734 for
the years ended December 31, 1999 and 1998, respectively.
NOTE 5 - SUBSEQUENT EVENT
Incorporation - Effective March 6, 2000 the Proprietorship incorporated under
the laws of the State of Nevada.
72
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OTHER FINANCIAL INFORMATION
73
<PAGE>
INDEPENDENT AUDITORS REPORT ON OTHER FINANCIAL INFORMATION
To the Sole Proprietor
Impulse Communications
Our audits for the years ended December 31, 1999 and 1998 were made for the
purpose of forming an opinion on the basic financial statements taken as a
whole. The accompanying information is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
GRAY, GRAY & GRAY, LLP
Westwood, Massachusetts
February 28, 2000
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<PAGE>
IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
SELECTED FINANCIAL INFORMATION
The following selected financial data for the years ended December 31, 1999 and
1998 is derived from the Financial Statement's of the Proprietorship. The data
should be read in conjunction with the Financial Statements.
Year Ended
December 31,
1999 1998
Income statement data:
Internet revenues $ 1,049,024 $ 430,200
Cost of revenues 625,008 292,534
Gross profit 424,016 137,666
Operating expenses:
Sales and marketing 7,042 10,734
General and administrative 19,770 6,228
Total operating expenses 26,812 16,962
Net income $ 397,204 $ 120,704
Common share data:
Net income per share N/A N/A
Book value N/A N/A
Weighted average common shares outstanding N/A N/A
Period end shares outstanding N/A N/A
Balance sheet data:
Total assets $ 62,403 $ 48,769
Working capital $ 35,701 $ 27,323
Long-term obligations $ 0 $ 0
Proprietor equity $ 44,231 $ 33,066
Performance data:
Return on total assets 636.50% 247.50%
Return on proprietors equity 898.00% 365.00%
Capital ratio:
Quick ratio 296.50% 242.20%
Debt (payables) to equity ratio 41.10% 47.50%
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IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF IMPULSE COMMUNICATIONS AND
ADAR ALTERNATIVE ONE
The merger of Impulse Communications with Adar Alternative One will not result
in any changes to the financial statements as presented for Impulse
Communications. Adar Alternative One is a public shell and the combination is
treated as a transfer of shares for cash since the combination is not a business
combination. Pro forma information is not presented since the combination is not
a business combination.
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IMPULSE COMMUNICATIONS
(A Sole Proprietorship)
PRO FORMA PER SHARE DATA
Earnings Per Share - The following information presents the computation of basic
earnings per share ("EPS") for the periods presented in the statements of
operations using the common shares outstanding of the incorporated
proprietorship. Ten common shares were issued to the sole proprietor and
represent 100% ownership in the incorporation proprietorship (see Note 5). EPS
amounts presented have been calculated in accordance with Statement of Financial
Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128") establishes
standards for computing and presenting EPS.
Basic EPS excludes dilution and is computed by dividing available to common
stockholders by the weighted-average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock. The Company does not have any dilutive items and therefore
diluted earnings per share are not presented.
Year Ended
December 31,
1999 1998
Net income available to the common stockholder $ 397,204 $ 120,704
Weighted average number of common shares outstanding* 10 10
Basic earnings per share $ 39,720.04 $ 12,070.04
* The weighted average number of common shares outstanding are treated as
being the same at the beginning and end of the period
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PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Florida Business Corporation Act. Section 607.0850(1) of the Florida
Business Corporation Act (the "FBCA") provides that a Florida corporation, such
as the Company, shall have the power to indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with this proceeding,
including any appeal thereof, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 607.0850(2) of the FBCA provides that a Florida corporation
shall have the power to indemnify any person, who was or is a party to any
proceeding by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee, or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses and amounts paid in
settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of this
proceeding, including any appeal thereof. This indemnification shall be
authorized if this person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this subsection in respect of
any claim, issue, or matter as to which this person shall have been adjudged to
be liable unless, and only to the extent that, the court in which this
proceeding was brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, this person is fairly and reasonably
entitled to indemnity for these expenses which the court shall deem proper.
Section 607.850 of the FBCA further provides that: (i) to the extent
that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any proceeding referred to in
subsection (1) or subsection (2), or in defense of any proceeding referred to in
subsection (1) or subsection (2), or in defense of any claim, issue, or matter
therein, he shall be indemnified against expense actually and reasonably
incurred by him in connection therewith; (ii) indemnification provided pursuant
to Section 607.0850 is not exclusive; and (iii) the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any capacity or arising
out of this status whether or not the corporation would have the power to
indemnify him against such liabilities under Section 607.0850.
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Notwithstanding the foregoing, Section 607.0850 of the FBCA provides
that indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions regarding unlawful
distributions are applicable; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder.
Section 607.0831 of the FBCA provides that a director of a Florida
corporation is not personally liable for monetary damages to the corporation or
any other person for any statement, vote, decision, or failure to act, regarding
corporate management or policy, by a director, unless: (i) the director breached
or failed to perform his duties as a director; and (ii) the director's breach
of, or failure to perform, those duties constitutes: (A) a violation of criminal
law, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful; (B) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly; (C) a circumstance under which the liability provisions
regarding unlawful distributions are applicable; (D) in a proceeding by or in
the right of the corporation to procure a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct; or (E) in a proceeding by or in the right of
someone other than the corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with malicious purpose or in a
manner exhibiting wanton and willful disregard of human rights, safety, or
property.
Articles and Bylaws. The Company's Articles of Incorporation and the
Company's Bylaws provide that the Company shall, to the fullest extent permitted
by law, indemnify all directors of the Company, as well as any officers or
employees of the Company to whom the Company has agreed to grant
indemnification.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 2
1 Agreement and Plan of Merger and Reorganization *
Item 3
1 Articles of Incorporation of the Registrant.(1)
2 Bylaws of the Registrant (1)
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3 Amended and Restated Articles of Incorporation of Registrant, to be
effective after consummation of the proposed Merger. *
4. Amended and Restated Bylaws of the Registrant, to be effective after
consummation of the proposed Merger. *
Item 4
1 Form of Common Stock Certificate of the Registrant.(1)
Item 5
1 Legal Opinion of Williams Law Group, P.A.
Item 10
1. Sample Internet Billing terms #1
2. Sample Internet Billing terms #2
Item 23
1 Consent of GRAY, GRAY & GRAY, LLP
2 Consent of WILLIAMS LAW GROUP, P.A. (to be included in Exhibits 5.1).
All other Exhibits called for by Rule 601 of Regulation S-1 are not
applicable to this filing.
Information pertaining to our Common Stock is contained in our Articles of
Incorporation and By-Laws.
* To be provided by amendment
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act 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.
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The undersigned Registrant hereby undertakes:
(1) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request;
(2) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective;
(3) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(4) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (3) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of , State of , on .
ADAR ALTERNATIVE ONE, INC.
By: /s/ Sidney J. Golub
------------------------------------
President and Treasurer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
- -------------------------------------------------------------------------------
SIGNATURE TITLE DATE
- -------------------------------------------------------------------------------
/s/ Sidney J. Golub President and Treasurer May 24, 2000
- -------------------------------------------------------------------------------
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Date Filed: * SEC File No.*
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM S-4
UNDER
THE SECURITIES ACT OF 1934
ADAR ALTERNATIVE ONE, INC.
(Consecutively numbered pages 83 through 120 of this Registration Statement)
83
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INDEX TO EXHIBITS
- -----------------------------------------------------------------------
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- -----------------------------------------------------------------------
2.1 Agreement and Plan of Merger TBPBA
and Reorganization
- -----------------------------------------------------------------------
3.1 Articles of Incorporation of Page 86
Registrant
- -----------------------------------------------------------------------
3.2 Bylaws of Registrant Page 90
- -----------------------------------------------------------------------
3.3 Amended Articles of TBPBA
Incorporation of Impulse
Communications, Inc.
- -----------------------------------------------------------------------
3.4 Articles of Incorporation of TBPBA
Impulse Communications, Inc.
- -----------------------------------------------------------------------
4.1 Form of Common Stock Information is
included in
articles and
bylaws
- -----------------------------------------------------------------------
5.1 Legal Opinion of Williams Law Page 103
Group
- -----------------------------------------------------------------------
10.1 Internet Billing Terms - #1 Page 105
- -----------------------------------------------------------------------
10.2 Internet Billing Terms - #2 Page 111
- ----------------------------------------------------------------------
23.1 Consent of Gray, Gray & Gray, Page 119
LLP
- -----------------------------------------------------------------------
23.2 Consent of Williams Law Group Included in 5
P.A. above
- -----------------------------------------------------------------------
TBPBA - To be provided by amendment
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EXHIBIT 3.1
ARTICLES OF INCORPORATION
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ARTICLES OF INCORPORATION
OF
Adar Alternative One, Inc.
ARTICLE I - NAME AND MAILING ADDRESS
The name of this corporation is Adar Alternative One, Inc. . and the
mailing
address of this corporation is 2503 W. Gardner Ct. Tampa Fl 33611.
ARTICLE II - DURATION
This corporation shall have perpetual existence.
ARTICLE III - PURPOSE
This corporation is organized to include the transaction of any or all
lawful business for which corporations may be incorporated under Chapter 607,
Florida Statutes (1975) as presently enacted and as it may be amended from time
to time.
ARTICLE IV - CAPITAL STOCK
This corporation is authorized to issue 50,000,000 shares of no par value
common stock, which shall be designated as "Common Shares" and Twenty Million
shares of no par value preferred stock, which shall be designated as "Preferred
Shares."
The Preferred Shares may be issued in such series and with such rights,
privileges, and preferences as determined solely by the Board of Directors.
ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT The street
address of the initial registered office of this corporation
is 2503 W. Gardner Ct. Tampa Fl 33611, and the name of the initial
registered agent of this corporation at that address is Michael T. Williams.
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ARTICLE VI - INITIAL BOARD OF DIRECTORS
This corporation shall have One director(s) initially. The number of
directors may be either increased or decreased from time to time by the Bylaws,
but shall never be less than one (1). The name(s) and address(es) of the initial
director(s) of this corporation are:
NAME ADDRESS
Michael T. Williams 2503 W. Gardner Ct.
Tampa Fl 33611
ARTICLE VII - INCORPORATOR(S)
The name and address of the person(s) signing these Articles of
Incorporation is (are):
NAME ADDRESS
Michael T. Williams 2503 W. Gardner Ct.
Tampa Fl 33611
ARTICLE VIII - INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.
ARTICLE IX - AMENDMENT
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.
ARTICLE X - AFFILIATED TRANSACTIONS AND CONTROL SHARE
ACQUISITIONS
The Corporation expressly elects not to be governed by Sections 607.0901
and 607.0902 of the Florida Business Corporations Act, relating to affiliated
transactions and control share acquisitions, respectively.
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IN WITNESS WHEREOF, the undersigned incorporator(s) has (have) executed
these Articles of Incorporation this April 6, 1999.
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Michael T. Williams
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CERTIFICATE DESIGNATING REGISTERED AGENT
AND STREET ADDRESS FOR SERVICE OF PROCESS
WITHIN FLORIDA
Pursuant to Florida Statutes Section 48.091, Adar Alternative One, Inc.,
desiring to organize under the laws of the State of Florida, hereby
designates Michael T. Williams, located at 2503 W. Gardner Ct. Tampa Fl
33611 as its registered agent to accept service of process within the State
of Florida.
ACCEPTANCE OF DESIGNATION
The undersigned hereby accepts the above designation as registered agent
to accept service of process for the above-named corporation, at the place
designated above, and agrees to comply with the provisions of Florida Statutes
Section 48.091(2) relative to maintaining an office for the service of process.
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Michael T. Williams
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EXHIBIT 3.2
BYLAWS
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BYLAWS
OF
Adar Alternative One, Inc.
ARTICLE I - MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the corporation.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the Board of Directors, or when requested in writing by
the holders of not less than ten percent (10%) of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than ten (10) or more than sixty (60) days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or shareholders requesting the meeting designate another
person to do so.
Section 3. Place. Meetings of shareholders may be held within or
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without the State of Florida.
Section 4. Notice. Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the meeting, either personally or by first class mail, by
or at the direction of the President, the Secretary, or the officer or persons
calling the meeting to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.
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Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholder of any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7. Voting Record. The officers or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or register of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder at any time during the meeting.
If the requirements of this section have not been substantially complied
with, the meeting on demand of any shareholder in person or by proxy, shall be
adjourned until the requirements are complied with. If no such demand is made,
failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.
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Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series a majority of the shares of such class or
series shall constitute a quorum for the transaction of such item of business by
that class or series.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
Section 9. Voting of Shares. Each outstanding share, regardless of
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class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed in writing by
the shareholder or his duly authorized attorney-in-fact.
At each election for directors, every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent, or proxy designated by the bylaws of the
corporate shareholder; or, in the absence of any applicable bylaw, by such
person as the Board of Directors of the corporate shareholder may designate.
Proof of such designation may be made by presentation of a certified coy of the
bylaws or other instrument of the corporate shareholder. In the absence of any
such designation, or in case of conflicting designation by the corporate
shareholder, the chairman of the board, president, any vice president, secretary
and treasurer of the corporate shareholder shall be presumed to possess, in that
order, authority to vote such shares.
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Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing gin the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates therefor, such shares shall not be entitled to
vote on any matter and shall not be deemed to be outstanding shares.
Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.
The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one, may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing a
substitute to act in his place.
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Section 11. Voting Trusts. Any number of shareholders of this corporation
may create a voting trust for the purpose of conferring upon a trustee or
trustees the right to vote or otherwise represent their shares, as provided by
law. Where the counterpart of a voting trust agreement and the copy of the
record of the holders of voting trust certificates has been deposited with the
corporation as provided by law, such documents shall be subject to the same
right of examination by a shareholder of the corporation, in person or by agent
or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder or record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two (2) or more shareholders, of
this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing therein shall impair the
right of this corporation to treat the shareholders of record as entitled to
vote the shares standing in their names.
Section 13. Action by Shareholders Without a Meeting. Any action required
by law, these bylaws, or the articles of incorporation of this corporation to be
taken at any annual or special meeting of shareholders of the corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. If
any class of shares is entitled to vote thereon as a class, such written consent
shall be required of the holders of a majority of the shares of each class of
shares entitled to vote as a class thereon and of the total shares entitled to
vote thereon.
Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidated or sale or
exchange of assets for which dissenters rights are provided under this act, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with further
provisions of this act regarding the rights of dissenting shareholders.
ARTICLE II - DIRECTORS
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Section 1. Function. All corporate powers shall be exercised by or
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under the authority of, and business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this
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state or shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority
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to fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
(a) one (1) or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(b) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or
(c) a committee of the board upon which he does not serve, duly designated
in accordance with a provision of the articles of incorporation or the bylaws,
as to matters within its designated authority, which committee the director
reasonable believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.
Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
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Section 6. Number. The corporation shall have at least one (1) director.
The minimum number of directors may be increased or decreased from time to time
by amendment to these bylaws, but no decrease shall have the effect of
shortening the terms of any incumbent director and no amendment shall decrease
the number of directors below one (1), unless the stockholders have voted to
operate the corporation.
Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled 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.
Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 10. 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 the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its directors or any
other corporation, firm, association or entity in which one (1) or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or
shareholders.
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Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
Section 12. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one (1) or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:
(a) approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders,
(b) designate candidates for the office of director, for purposes of
proxy solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee thereof,
(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors, or
(f) authorize or approve the issuance or sale of, or any contract to issue
or sell, shares or designate the terms of a series of a class of shares, except
that the Board of Directors, having acted regarding general authorization for
the issuance or sale of shares, or any contract therefor, and, in the case of a
series, the designation thereof, may, pursuant to a general formula or method
specified by the Board of Directors, by resolution or by adoption of a stock
option or other plan, authorize a committee to fix the terms of any contract for
the sale of the shares and to fix the terms upon which such shares may be issued
or sold, including, without limitation, the price, the rate or manner of payment
of dividends, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Department of State.
The Board of Directors, by resolution adopted in accordance with this
section, may designate one (1) or more directors as alternate members of any
such committee, who may act in the place and stead of any member or members at
any meeting of such committee.
Section 13. Place of Meetings. Regular and special meetings by the
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Board of Directors may be held within or without the State of Florida.
Section 14. Time, Notice and Call of Meetings. Regular meetings by the
Board of Directors shall be held without notice. Written notice of the time and
place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram at least two (2)
days before the meeting or by notice mailed to the director at least five (5)
days before the meeting.
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Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business 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 need be specified in the notice or
waiver of notice of such 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 any such 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 other
directors.
Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two (2) directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 15. Action Without a Meeting. Any action required to be taken at a
meeting of the directors of a corporation, or any action which may be taken at a
meeting of the directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
of the directors, or all the members of the committee, as the case may be, is
filed in the minutes of the proceedings of the board or of the committee. Such
consent shall have the same effect as a unanimous vote.
ARTICLE III - OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two (2) or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not affect the
existence of this corporation.
Section 2. Duties. The officers of this corporation shall have the
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following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notice of meetings out, and
perform such other duties as may be prescribed by the Board of Directors or the
President.
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The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. Any officer or agent elected or appointed
by the Board of Directors may be removed by the board whenever in its judgment
the best interest of the corporation will be served thereby.
Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.
Any vacancy, however occurring, in any office may be filled by the Board
of Directors, unless the bylaws shall have expressly reserved such power to the
shareholders.
Removal of any officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create contract rights.
ARTICLE IV - STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate, representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice-President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice-President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issuance.
Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the fact thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder or record of by his duly authorized attorney, and the signature of
such person has been guaranteed by a commercial bank or trust company or by a
member of the New York or American Stock Exchange.
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Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall
issue a new stock certificate in the place of any certificate previously issued
if the holder of record of the certificate (a) makes proof in affidavit form
that it has been lost, destroyed or wrongfully taken; (b) requests the issue of
a new certificate before the corporation has notice that the certificate has
been acquired by a purchaser for value in good faith and without notice of any
adverse claim; (c) gives bond in such form as the corporation may direct, to
indemnify the corporation, the transfer agent, and registrar against any claim
that may be made on account of the alleged loss, destruction, or theft of a
certificate; and (d) satisfies any other reasonable requirements imposed by the
corporation.
ARTICLE V - BOOKS AND RECORDS
Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, board of directors and committees of directors.
This corporation shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a records of its
shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of shares or of voting trust certificates therefor at least
six (6) months immediately preceding his demand or shall be the holder of record
of, or the holder of record of voting trust certificates for, at least five
percent (5%) of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four (4) months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five (5) years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI - DIVIDENDS
The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in the articles of
incorporation, subject to the following provisions:
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(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.
(b) Dividends may be declared and paid in the corporation's own
treasury shares.
(c) Dividends may be declared and paid in the corporation's own authorized
but unissued shares out of any unreserved and unrestricted surplus of the
corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, such
shares shall be issued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.
(2) If a dividend is payable in shares without a par value, such
shares shall be issued at such stated value as shall be fixed by the Board of
Directors by resolution adopted at the time such dividend is declared, and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate stated value so fixed in respect of
such shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.
(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.
ARTICLE VII - CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation as
it appears on page 1 of these bylaws.
ARTICLE VIII - AMENDMENTS
These bylaws may be repealed or amended, and new bylaws may be adopted, by
the Board of Directors.
End of bylaws adopted by the Board of Directors.
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EXHIBIT 5.1
Legal Opinion of Williams Law Group
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WILLIAMS LAW GROUP, P.A.
2503 West Gardner Court
Tampa, FL 33611
May 24, 2000
Adar Alternative One, Inc.
Via Telefax
Re: Registration Statement on Form S-4
Gentlemen:
I have acted as your counsel in the preparation on a Registration Statement
on Form S-4 (the "Registration Statement") filed by you with the Securities and
Exchange Commission covering shares of Common Stock of Adar Alternative One,
Inc.
(the "Stock").
In so acting, I have examined and relied upon such records, documents and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us
certified or photostatic copies.
Based on the foregoing, I am of the opinion that:
The Stock, when issued and delivered in the manner and/or the terms
described in the Registration Statement (after it is declared effective), will
duly and validly issued, fully paid and nonassessable;
I hereby consent to the reference to my name in the Registration Statement
under the caption "Legal Matters" and to the use of this opinion as an exhibit
to the Registration Statement. In giving this consent, I do not hereby admit
that I come within the category of a person whose consent is required under
Section7 of the Act, or the general rules and regulations thereunder.
Very truly yours,
Michael T. Williams
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EXHIBIT 10.1
SAMPLE INTERNET BILLING TERMS #1
FOR
NUDEPHOTOS.COM
AND
FIND CASH.COM
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Internet Billing Company, Ltd. ("ibill") World Wide Web Terms of Service
Agreement
1.ACCEPTANCE OF TERMS
Welcome to ibill. ibill provides its service to you, subject to the following
Terms of Service ("TOS"), which may be updated by us from time to time without
notice to you. You can review the most current version of the TOS at any time
at: http://www.ibill.com/disclaimer.html, and any changes posted to
http://www.ibill.com/disclaimer.html are effective immediately upon posting, and
may be applied retroactively at the discretion of ibill. In addition, when using
particular ibill services, you and ibill shall be subject to any posted
guidelines or rules applicable to such services which may be posted from time to
time. All such guidelines or rules are hereby incorporated by reference into the
TOS. If you are a Client of ibill, please note that ibill provides additional
obligations for you. ibill also may offer other services from time to time, that
are governed by additional Terms of Services. 2.DESCRIPTION OF SERVICE ibill
currently provides users with access control devices, access to our on-line
agreement generator, as well as other on-line resources, including, various
communications tools, online forums, shopping services, personalized content and
branded programming through its billing and collection services, collectively
(the "Service"). Unless explicitly stated otherwise, any new features that
augment or enhance the current Service, including the release of new ibill
products and/or services, shall be subject to the TOS. You understand and agree
that the Service is provided "AS-IS" and that ibill assumes no responsibility
for the timeliness, deletion, mis-delivery or failure to store any user
communications or personalization settings. In order to use the Service, you
must obtain access to the World Wide Web, either directly or through devices
that access web-based content, and pay any service fees associated with such
access. In addition, you must provide all equipment necessary to make such
connection to the World Wide Web, including a computer and modem, or other
access device. Please be aware that certain Web sites contain adult or mature
content. You must be at least 18 years of age to purchase access control devices
designated for such areas, and minors are specifically prohibited from
purchasing access control devices without their parents permission.
3.YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the billing and collections Service, you agree
to: (a) provide true, accurate, current and complete information about yourself
as prompted by any ibill form (such information being the "Registration Data")
and (b) maintain and promptly update the Registration Data to keep it true,
accurate, current and complete. If you provide any information that is untrue,
inaccurate, not current or incomplete, or ibill has reasonable grounds to
suspect that such information is untrue, inaccurate, not current or incomplete,
ibill has the right to suspend or terminate your account and refuse any and all
current or future use of the Service (or any portion thereof), and you hereby
waive rights to any refund.
4.CONDUCT
You understand that all information, data, text, software, music, sound,
photographs, graphics, video, messages or other materials ("Content"), whether
publicly posted or privately transmitted, are the sole responsibility of the
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person from which such Content originated. This means that you, and not ibill,
are entirely responsible for all Content that you upload, post, email or
otherwise transmit via the Service. ibill does not control the Content posted
via the Service and, as such, does not guarantee the accuracy, integrity or
quality of such Content. You understand that by using the Service, you may be
exposed to Content that is offensive, indecent or objectionable. Under no
circumstances will ibill be liable in any way for any Content, including, but
not limited to, for any errors or omissions in any Content, or for any loss or
damage of any kind incurred as a result of the use of any Content posted,
emailed or otherwise transmitted via the Service. You acknowledge that ibill
does not pre-screen Content, but that ibill and its designees shall have the
right (but not the obligation) in their sole discretion to refuse or move any
Content that is available via the Service. Without limiting the foregoing, ibill
and its designees shall have the right to remove any Content that violates the
TOS or is otherwise objectionable. You agree that you must evaluate, and bear
all risks associated with, the use of any Content, including any reliance on the
accuracy, completeness, or usefulness of such Content. In this regard, you
acknowledge that you may not rely on any Content created by ibill or submitted
to ibill.
5.INDEMNITY
You agree to indemnify and hold ibill, and its subsidiaries, affiliates,
officers, agents, co-branders or other partners, and employees, harmless from
any claim or demand, including reasonable attorneys' fees, made by any third
party due to or arising out of Content you submit, post to or transmit through
the Service, your use of the Service, your connection to the Service, your
violation of the TOS, or your violation of any rights of another.
6.NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any
commercial purposes, any portion of the Service, use of the Service, or access
to the Service.
7.GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that ibill may establish general practices and limits concerning
use of the Service. You acknowledge that ibill reserves the right to cancel
accounts that are inactive for an extended period of time. You further
acknowledge that ibill reserves the right to change these general practices and
limits at any time, in its sole discretion, with or without notice.
8.MODIFICATIONS TO SERVICE
ibill reserves the right at any time and from time to time to modify or
discontinue, temporarily or permanently, the Service (or any part thereof) with
or without notice. You agree that ibill shall not be liable to you or to any
third party for any modification, suspension or discontinuance of the Service.
9.TERMINATION
You agree that ibill, in its sole discretion, may terminate your password,
account (or any part thereof) or use of the Service, and remove and discard any
Content within the Service, for any reason, including, without limitation, for
lack of use or if ibill believes that you have violated or acted inconsistently
with the letter or spirit of the TOS. ibill may also in its sole discretion and
at any time discontinue providing the Service, or any part thereof, with or
without notice. You agree that any termination of your access to the Service
under any provision of this TOS may be effected without prior notice, and
acknowledge and agree that ibill may immediately deactivate or delete your
account and all related information and files in your account and/or bar any
further access to such files or the Service. Further, you agree that ibill shall
not be liable to you or any third-party for any termination of your access to
the Service.
10.DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions
of, advertisers found on or through the Service, including payment and delivery
of related goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you and such
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advertiser. You agree that ibill shall not be responsible or liable for any loss
or damage of any sort incurred as the result of any such dealings or as the
result of the presence of such advertisers on the Service. You acknowledge and
agree that ibill is in the business of providing access control devices, and
that so long as you are issued an access control device upon properly tendering
your payment infomration, and same being approved by the Service, ibill has
fully performed, and as such, you fully and unconditionally accept such
performance from ibill.
11.LINKS
The Service may provide, or third parties may provide, links to other World Wide
Web sites or resources. Because ibill has no control over such sites and
resources, you acknowledge and agree that ibill is not responsible for the
availability of such external sites or resources, and does not endorse and is
not responsible or liable for any Content, advertising, products, or other
materials on or available from such sites or resources. You further acknowledge
and agree that ibill shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in connection with
use of or reliance on any such Content, goods or services available on or
through any such site or resource.
12.ibill's PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in
connection with the Service ("Software") contain proprietary and confidential
information that is protected by applicable intellectual property and other
laws. You further acknowledge and agree that Content contained in sponsor
advertisements or information presented to you through the Service or
advertisers is protected by copyrights, trademarks, service marks, patents or
other proprietary rights and laws. Except as expressly authorized by ibill or
advertisers, you agree not to modify, rent, lease, loan, sell, distribute or
create derivative works based on the Service or the Software, in whole or in
part.
Ibill grants you a personal, non-transferable, non-exclusive, and revocable
right and license to access its Software on a single computer; provided that you
do not (and do not allow any third party to) copy, modify, create a derivative
work of, reverse engineer, reverse assemble or otherwise attempt to discover any
source code, sell, assign, sublicense, grant a security interest in or otherwise
transfer any right in the Software. You agree not to modify the Software in any
manner or form, or to use modified versions of the Software, including (without
limitation) for the purpose of obtaining unauthorized access to the Service. You
agree not to access the Service by any means other than through the interface
that is provided by ibill for use in accessing the Service.
13.DISCLAIMER
IBILL AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE
SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS
PUBLISHED ON THIS SERVER FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED
GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IBILL AND/OR ITS
RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD
TO THIS INFORMATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
IN NO EVENT SHALL IBILL AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING
FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE
OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR
PERFORMANCE OF INFORMATION AVAILABLE FROM THIS SERVER. THE DOCUMENTS AND RELATED
GRAPHICS PUBLISHED ON THIS SERVER COULD INCLUDE TECHNICAL INACCURACIES OR
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TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN.
IBILL AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN
THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANYTIME.
14.NOTICES
Any notices claiming copyright or trademark infringement should be sent first
class mail to: Legal Department, Internet Billing Company, LTD., 5701 Pine
Island Road, Suite 240 Ft. Lauderdale, FL 33321.
15.VENUE
Any dispute arising from, or in connection with the Service shall be
construed under the laws of the State of Florida, and shall be brought in any
competent Federal or State court located in Broward County, Florida.
16. COPA & ITFA NOTICES.
The following notice is provided for your information, as required by law, under
the applicable provisions of the federal Child Online Protection Act (COPA)
Title 47 USC Section 230(d) and the federal Internet Tax Freedom Act (ITFA)
S.442, 105th Cong. (1998) (enacted).
Please note:
The information provided in this Section is solely for your general information,
and is provided because law requires it. ibill does not endorse any of the
providers listed in this Section of this TOS.
ibill is not affiliated with and does not have any connection with any of the
providers listed in this TOS. ibill does not make any warranties of any kind or
nature with respect to the products or services supplied by the providers listed
in this Section of this TOS.
Under no circumstances shall ibill be liable for any harm or injury to any
person or property related to your use of any information provided in this TOS
or related to your use of any product or service provided by any provider listed
in this Section of this TOS.
You assume all risk for any harm or injury to any person or property related to
your use of any information provided in this TOS or related to your use of any
product or service provided by any provider listed in this Section of this TOS.
The following table provides information about some of the parental control
protections that are commercially available and that may assist you in limiting
access to material that is harmful to minor children. The table below includes
the Uniform Resource Locaters (URLs) of the protections listed, which URLs
identify places on the World Wide Web at which you may find more information
about how to obtain and use the parental control protections listed.
The following table is not exhaustive; you may find other parental control
protections available either online or at retail computer stores. The table
provided below is provided strictly for your convenience and ibill does not
warrant that any of the information in the table is complete, the most
up-to-date, or accurate.
===============================================================================
Name of Parental Control Protection URL
===============================================================================
Bess Internet Filtering Service www.n2h2.com/bess.html
===============================================================================
Crossing Guard www.crosswalk.com/crossingguard
===============================================================================
Cyber Patrol www.cyberpatrol.com
===============================================================================
Cyber Sentinel www.securitysoft.com
===============================================================================
CYBERsitter www.solidoak.com
===============================================================================
17.ACCEPTANCE
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By clicking "I Agree", "I Accept"; or by closing this browser window; or by
submitting payment information through the Service; or by accessing any portion
of the ibill web-site, you agree that you have read, understand, and agree to
abide by this TOS Agreement, and any documents incorporated by reference, and
you agree that you intend to form a legally binding contract; and that this TOS
constitutes "a writing signed by You" under any applicable law or regulation.
Any rights not expressly granted herein are reserved by Internet Billing
Company, Ltd.
Any rights not expressly granted herein are reserved.
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EXHIBIT 10.2
SAMPLE INTERNET BILLING TERMS #2
FOR
LINK SHARE
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IN ORDER TO BE AN AUTHORIZED MEMBER OF THE NETWORK, YOU MUST AGREE TO ABIDE
BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS NETWORK MEMBERSHIP
AGREEMENT. WE ASK THAT YOU PLEASE READ THIS AGREEMENT CAREFULLY BEFORE
REGISTERING AND USING THE LINKSHARE NETWORK(tm). FEEL FREE TO CONTACT US WITH
ANY QUESTIONS AT [email protected]. BY CLICKING ON THE "ACCEPT" BUTTON AND
USING THE LINKSHARE NETWORK(tm) YOU INDICATE YOUR ACCEPTANCE OF THIS
AGREEMENT AND ITS TERMS ANDCONDITIONS. IF YOU DO NOT ACCEPT THIS AGREEMENT,
DO NOT USE THE LINKSHARENETWORK(tm).
NETWORK MEMBERSHIP AGREEMENT FOR SITE OWNERS
This Network Membership Agreement (the "Agreement") is made by and between
LinkShare Corporation, a Delaware corporation ("LinkShare"), and you, as a
site owner participant in The LinkShare Network(tm) ("You" or "Partner").
BACKGROUND
A. LinkShare has developed and licenses a software product called LinkShare
Synergy(tm) which allows World Wide Web ("Web") site owners to collaborate in
the marketing of goods and services on the Web.
B. LinkShare operates The LinkShare Network(tm) which is a service that is
used in conjunction with the LinkShare Synergy(tm) software to facilitate
electronic commerce and the building of business relationships on the Web.
C. You wish to participate in Offers (as hereinafter defined) posted
on The LinkShare Network(tm) (the "Service"). You do not work for, nor do
you constitute, a government agency or body.
D. You understand that participation in the Service will involve
establishing contractual arrangements with third parties.
TERMS AND CONDITIONS
In consideration of the promises set forth below, we agree as follows:
1. Limited License.
1.1 LinkShare grants to You a personal, nonsublicensable, nonexclusive
license to participate in the Service. Title to and ownership of the Service
Shall be and at all times remain in LinkShare.
1.2 As part of the Service, You will have access to information,
communications, software, photos, text, video, graphics, music, sounds,
images and other material and services posted onto the Service by LinkShare,
You and other participants (collectively, "Content"). LinkShare grants to You
a personal, nonsublicensable, nonexclusive license to download one copy of
that Content from the Service to a single computer for purposes of viewing
and browsing through the Content or to create a Qualifying Link (as
hereinafter defined) or except as otherwise specified by LinkShare. All other
use of the Content, including but not limited to, modification, publication,
transmission, participation in the transfer or sale of, reproduction,
creation of derivative works from, distribution, performance, display,
incorporation into another Web site, mirroring the Service, or in any other
way exploiting any of the Content, in whole or in part, is prohibited without
first obtaining LinkShare's consent.
2. The Service.
2.1 In consideration of your compliance with the terms and conditions of this
Agreement, LinkShare agrees to provide the Service to You. Use of the Service
constitutes Your agreement with the terms and conditions of this Agreement.
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You shall not rent, sell, lease or otherwise transfer the Service for the
benefit of a third party and You will not utilize the Service in a manner
that violates applicable laws of Your jurisdiction. You do not work for, and
do not constitute, a government agency or body.
2.2 LinkShare reserves the right, at its discretion, to change, modify, add
or remove portions of this Agreement at any time. Notification of the changes
in the Service or this Agreement will be posted on The LinkShare Network(tm),
or sent via e-mail, or postal mail. LinkShare may change, suspend or
discontinue any aspect of the Service at any time, including the availability
of any Service feature, database or content. LinkShare may also impose limits
on certain features and services or restrict Your access to parts or all of
the Service without notice or liability.
2.3 IF THESE OPERATING RULES OR ANY FUTURE CHANGES ARE NOT ACCEPTABLE TO YOU
OR CAUSE YOU NO LONGER TO BE IN COMPLIANCE WITH THIS AGREEMENT, YOU MAY
REMOVE YOURSELF FROM THE LINKSHARE NETWORK(tm) BY SENDING AN E-MAIL TO
[email protected]. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE
POSTING OF NOTICE OF ANY CHANGES IN THESE OPERATING RULES, WILL CONSTITUTE A
BINDING ACCEPTANCE BY YOU OF SUCH RULES, CHANGES OR MODIFICATIONS.
2.4 As part of the Service You will be entitled to act as a participant that
advertises and links (a "Partner") to a participant's site that sells
products and/or services (a "Merchant"). Your right to use the Service is
subject to any limits established by LinkShare in its sole discretion.
2.5 Participating Merchants will be entitled to post on the Service offers
and counter-offers to pay Partners a specified commission in return for
certain advertising services leading to a Qualifying Link (collectively,
"Offers"). As a Partner, You will be entitled to counter and accept Offers
(collectively, "Responses"). You understand and agree that any Offer or
Response you post on the Service shall be binding.
2.6 Provided that a Merchant uses the LinkShare Synergy(tm) software
correctly and You install a link coded in accordance with the documentation
provided by LinkShare, for each sale of products or services (a
"Transaction") to ultimate purchasers ("Customers") LinkShare, once a
Qualifying Link has been achieved, will notify You quarterly the commission
due to You.
2.7 A "Qualifying Link" is a link from Your site to a Merchant's site using a
URL provided by the Merchant for use in Service if it is the last link to the
Merchant's site that the Customer uses during a Session where a sale of a
product or a service to that Customer occurs. A "Session" is the period of
time beginning from a Customer's initial contact with Merchant's site via a
link from the Partner's site and terminating when the Customer either returns
to the Merchant's site via a link from a site other than Your site or the
agreements between You and other participants "Engagements") expires or is
terminated. All determinations of Qualifying Links and the commissions and
other payments due will be made by LinkShare and will be final and binding on
You.
3. Telephone Support.
LinkShare will provide reasonable telephone support as indicated on its Web
site for the Service.
4. What the Service does NOT include.
4.1 You understand and agree that LinkShare shall have no responsibility or
liability for any of the following which do not form part of the Service:
(a) Collecting any payments due to You from a Merchant or a Customer.
(b) The Offers, Responses, Content or other submissions from other
participants in the Service.
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(c) Dispute resolution.
5. Payments.
LinkShare reserves the right to charge for any services available on The
LinkShare Network(tm) which You request in addition to the Service provided.
LinkShare also reserves the right at any time to charge fees for access to
the Service or the Service as a whole. In the event that LinkShare so elects,
it shall post a notice at the "Login" entry point to the Service or another
appropriate location on LinkShare's Web site.
6. Registration and Engagement Terms.
6.1 As part of the registration process, You will select a password and a
user name. You shall provide LinkShare with accurate, complete and updated
registration information. You may not select a screen name of another person
with the intent to impersonate that person.
6.2 You agree that LinkShare is the neutral host of the Service and has no
responsibility or liability in relation to the arrangements and agreements
that You enter into with Merchants as part of Your use of the Service. You
agree to indemnify, defend, and hold harmless The LinkShare Network(tm) and
LinkShare Corporation and its affiliates, officers, directors, employees and
agents (collectively, "LinkShare") from and against any and all liability,
claims, losses, damages, injuries or expenses (including reasonable
attorneys' fees) directly or indirectly arising from or relating to any
Offer, Response, Engagement, and any dispute relating thereto.
6.3 You agree that LinkShare may rely on any data, notice, instruction or
request furnished to LinkShare by You which is reasonably believed by
LinkShare to be genuine and to have been sent or presented by a person
reasonably believed by LinkShare to be authorized to act on Your behalf. You
shall notify LinkShare at [email protected] of any known or suspected
unauthorized uses of Your account, or any known or suspected breach of
security, including loss, theft or unauthorized disclosure of Your password.
You shall be responsible for maintaining the confidentiality of Your password
and you are responsible for all usage and activity on Your account, including
use of the account by a third party authorized by You to use Your account.
Any fraudulent, abusive or otherwise illegal activity may be grounds for
termination by LinkShare and referral to the appropriate law enforcement
agencies.
6.4 You acknowledge and agree that certain Engagements are made possible due
to LinkShare. As such, You will not and You will promptly notify LinkShare if
asked by a Merchant You have contacted through LinkShare to enter into any
advertising, collaborations or other commercial arrangements which, in your
good faith opinion, are intended to take unfair advantage of the Service
provided by LinkShare.
6.5 LinkShare reserves the right to send e-mail to You for the purposes of
informing you of applicable Offers, changes or additions to the Service or
any LinkShare related products and services.
6.6 You agree that LinkShare is an intended third party beneficiary.
7. Submitting Information.
7.1 You represent to LinkShare that all Content you upload to the Service is
solely owned by You or provided by You with the express authority of the
owners, does not infringe upon any other individual's or organization's
rights (including, without limitation, intellectual property rights). By
submitting Content to any "Public Area" (e.g. public chat rooms, bulletin
boards, etc.) You automatically grant to LinkShare a royalty-free, perpetual,
irrevocable, non-exclusive right and license to use, reproduce, sell, modify,
adapt, publish, translate, create derivative works from, distribute, perform
and display such Content (in whole or part) worldwide and/or to incorporate
it in other works in any form, media, or technology now known or later
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developed for the full term of any rights that may exist in such Content.
Although LinkShare provides some encryption to protect certain personal
information which is transmitted, You understand that Your uploads and
transmissions may be intercepted and used, and that all the risk associated
therewith is solely Yours.
7.2 You shall not upload to, or distribute or otherwise publish through the
Service any Content which is libelous, defamatory, obscene, pornographic,
abusive, or otherwise violates any law. As LinkShare does not and cannot
review every message posted by You, You shall remain solely responsible for
the content of Your messages.
7.3 LinkShare reserves the right to disclose information about sales and
usage generated by the Service in forms that do not reveal Your personal
identity.
8. Unsolicited Submissions.
8.1 LinkShare welcomes comments regarding the Service. However, LinkShare's
policy is not to accept or consider creative ideas, suggestions, or materials
other than those it has specifically requested. We hope that You will
understand that it is the intent of this policy to avoid misunderstandings
when projects developed by LinkShare's very productive staff are similar to
someone else's creative work. Accordingly, You agree not to send any such
ideas to LinkShare. LinkShare requests that You be specific in Your comments
on the Service and not submit any creative ideas, suggestions or materials.
8.2 If, despite the above, You send us creative suggestions, ideas, notes,
drawings, concepts or other information (collectively "Information"), the
Information shall be deemed, and shall remain, the property of LinkShare.
None of the Information shall be subject to any obligation of confidentiality
on the part of LinkShare and LinkShare shall not be liable or owe any
compensation for any use or disclosure of the Information.
9. Proprietary Information.
You acknowledge that, in the course of using the Service you will obtain
information relating to the Service and/or to LinkShare ("Proprietary In
formation"). Such Proprietary Information shall belong solely to LinkShare
and includes, but is not limited to, the features and mode of operation of
the Service. In regard to this Proprietary Information You agree not to use
(except as expressly authorized by this Agreement) or disclose Proprietary
Information without the prior written consent of LinkShare, or unless such
Proprietary Information becomes part of the public domain without breach of
this Agreement by You.
10. Disclaimers.
10.1 The Service, its use and the results of such use are provided "as is."
Some links in the Service lead to sites maintained by individuals or
organizations other than LinkShare over whom LinkShare has no control.
LinkShare provides these links merely as a convenience to you, and the
inclusion of any link does not imply any endorsement by LinkShare of the
linked sites, their content or owners. TO THE FULLEST EXTENT PERMISSABLE
PURSUANT TO APPLICABLE LAW, LINKSHARE DISCLAIMS ALL WARRANTIES EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE,
THE RESULTS OF SUCH USE, LINKS AND LINKED SITES. WITHOUT LIMITING THE
FOREGOING, LINKSHARE SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE
FUNCTIONALITY WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE
CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D)
THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING
CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE
EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
10.2 LinkShare makes no representations whatsoever about any other website
which you may access through the Service. When you access a non-LinkShare
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website, please understand that it is independent from LinkShare, and that
LinkShare has no control over the content on that website. In addition, a
link to a non-LinkShare website does not mean that LinkShare endorses or
accepts any responsibility for the content or the use of such website. It is
up to you to take precautions to ensure that whatever you select for your use
is free of such items as viruses, worms, trojan horses and other items of a
destructive nature.
11. Limitation Of Remedies And Liability.
11.1 THE MAXIMUM AGGREGATE LIABILITY OF LINKSHARE WITH RESPECT TO THE
SERVICE, YOUR USE AND THE RESULTS OF YOUR USE UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO REPAIR OR
REPLACEMENT OR, IF REPLACEMENT IS INADEQUATE AS A REMEDY OR, IN LINKSHARE'S
OPINION, IMPRACTICAL, TO A REFUND OF PAYMENTS RECEIVED FROM YOU DURING THE
THIRTY DAY PERIOD PRIOR TO THE DATE THE LIABILITY AROSE. IF THE SERVICE OMITS
ANY OF YOUR INFORMATION OR IF YOUR INFORMATION CONTAINS ERRORS, YOUR SOLE
REMEDY FOR SUCH ERROR AND OMISSION SHALL BE FOR LINKSHARE TO CORRECT SUCH
ERRORS OR OMISSIONS.
11.2 LINKSHARE SHALL NOT BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL
OR CONSQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE
LINKSHARE WEBSITE, SERVICE OR ANY INFORMATION PROVIDED ON LINKSHARE'S WEBSITE
OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING WITHOUT LIMITATION, ANY LOST
PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR
INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF LINKSHARE OR A LINKSHARE
AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN
THE WEBSITE OR ANY HYPERLINKED WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LINKSHARE'S
LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THIS PARAGRAPH
WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
11.3 The obligations of LinkShare are solely corporate obligations, no af
filiate, stockholder, director, officer, employee, consultant or agent of
LinkShare shall be subject to any personal liability whatsoever to You or any
of its affiliates, stockholders or creditors or any other person or entity,
nor will any such claim be asserted (directly, derivatively or otherwise) by
or on behalf of You or any of Your successors and assigns.
12. Termination.
12.1 You may terminate Your account at any time by sending an e-mail to
[email protected]. Upon termination, your access to the Service will be
suspended within ten (10) days. You are responsible for all actions and
charges incurred up to the time that the account is deactivated.
12.2 LinkShare may, in its sole discretion, terminate or suspend Your access
to all or part of the Service for any reason, including without limitation,
breach of this Agreement, or assignment of this Agreement by You.
12.3 Upon termination, You shall no longer be entitled to use the Service and
the licenses granted hereunder shall terminate and You shall immediately
return or destroy all Proprietary Information, but the terms of this
Agreement will otherwise remain in effect.
13. Nonassignability.
Neither the rights nor the obligations arising under this Agreement are a
ssignable or transferable by You, and any such attempted assignment or
transfer shall be void and without effect. LinkShare may assign this
Agreement to any successor, affiliate or assign.
14. Controlling Law and Severability.
The Service is controlled and operated from its offices within the State of
New York. This Agreement shall be governed by and construed in accordance
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with the laws of the State of New York, without regard to its conflict of law
provisions. In the event of any dispute concerning the Service, or any matter
related to this Agreement, You agree that the litigation shall be in state or
federal courts in New York City. In the event that any of the provisions of
this Agreement shall be held by a court or other tribunal of competent
jurisdiction to be unenforceable, such provisions shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable.
15. Entire Agreement.
This Agreement constitutes the entire agreement between LinkShare and You
pertaining to the subject matter hereof, and any and all written or oral
agreements heretofore existing between the parties hereto are expressly
cancelled. Any modifications of this Agreement must be in writing and signed
by both parties hereto.
16. Export.
You shall not remove or export from the United States or reexport from
anywhere any part of the Service or any direct product thereof to Cuba,
Libya, North Korea, Iran, Iraq or Rwanda or to any Group D:1 or E:2 country
(or any national of such country) specified in the then current Supplement
No. 1 to part 740 of the U.S. Export Administration Regulations (or any
successor supplement or regulations) or otherwise except in compliance with
and with all licenses and approvals required under applicable export laws and
regulations, including without limitation, those of the U.S. Department of
Commerce.
17. BASIS OF BARGAIN.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY
AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF
THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN
DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT
AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
18. Force Majeure.
Neither party shall be liable hereunder by reason of any failure or delay in
the performance of its obligations hereunder on account of strikes,
shortages, riots, insurrection, fires, flood, storm, explosions, acts of God,
war, governmental action labor conditions, earthquakes or any other cause
which is beyond the reasonable control of such party.
19. Jurisdictional Issues
Information LinkShare publishes on the Web may contain references or cross
references to LinkShare's products, programs and services that are not
announced or available in you country. Such references do not imply that
LinkShare intends to announce such products, programs or services in your
country. Except as described otherwise, all materials in LinkShare's site are
made available only to provide information about LinkShare. LinkShare
controls and operates its site from its offices in the state of New York,
United States of America and makes no representations or warranties that
these materials are appropriate or available for use in other locations, and
access to them from territories where their contents are illegal is
prohibited. If you use LinkShare's site from other locations, you are
responsible for compliance with applicable local laws. Any claim relating to
the materials in the LinkShare website shall be governed by the internal
substantive laws of the state of New York. Official Correspondence must be
sent via postal mail to: 95 Horatio Street, Suite 107, New York, New York
10014, USA. LINKSHARE, LINKSHARE SYNERGY(tm) and THE LINKSHARE NETWORK(tm)
are trademarks of LinkShare Corporation. Other product and company names
mentioned herein may be the trademarks of their respective owners.
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Copyright ? 1997 LinkShare Corporation. Any rights not expressly granted
herein are reserved.
Should You have any questions concerning this Agreement contact LinkShare
Corporation at [email protected]
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EXHIBIT 23.1
Consent of Accountants
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Registration Statement on Form S-4 of
our report dated February 28, 2000 relating to the financial statements Impulse
Communications, as of and for the years ended December 31, 1999 and 1998, which
appear in such Registration Statement.
Westwood, Massachusetts
May 24, 2000
GRAY, GRAY & GRAY, LLP
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