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AdStar.com, Inc.
4553 Glencoe Avenue, Suite 325, Marina del Rey, CA 90292 * (310) 577-8255
Business Description The company is developing a one-stop marketplace on the Web for advertisers to buy classified ads.
Filing
Information

Not yet
public

To Trade As  ASC (AMEX) Industry  Internet (SIC 7319)
Type of Stock Offered Common Shares Filing Date  7/30/99
Domestic Shares Filed 1,000,000 Filing Price  $6.00
Foreign Shares Filed  0 Offering Amount  $6,000,000
Company Shares  1,000,000 Est. Expenses  - -
Selling Shrhldrs Shares  0 Post-IPO Shares  - -
Primary
Underwriting
Group
Underwriter NameParticipationUnderwriter Phone
Paulson Investment Company, Inc. Lead Manager (503) 243-6028
Income
Statement
and
Cash Flow
Summary
  Prior
Audited
Income
Latest
Unaudited
Income
  Full Year Audited Figures 3 Months Ending
Figures in U.S. millions except per share data       12/31/97 12/31/98 3/31/98 3/31/99
Revenues   - - - 1.148 1.559 0.394 0.407
Income from Oper.   - - - -0.051 -0.062 0.069 -0.028
Net Income   - - - -0.060 -0.069 0.067 -0.031
E.P.S   - - - -0.020 -0.030 0.030 -0.010
Revenue Growth (%)      - - - 35.805   3.21
Net Income Growth (%)      - - - -   -
Oper. Profit Margin (%)    - - - - - - 17.51
Net Profit Margin (%)    - - - - - - 16.95
Cash Flow - Oper.     0.10 0.04 -0.14
Cash Flow - Inv.     -0.03 -0.01 -0.08
Cash Flow - Fin.     -0.03 -0.01 0.70
Balance Sheet
Summary
and
Financial
Ratios
Balance sheet as of: 3/31/99 Financial Ratios
Total Assets    1.17 Current Assets    0.82 Current Ratio    1.96
Total Liab.    1.85 Current Liab.    0.42 Debt Ratio    157.50%
Total Equity    -0.68 Working Cap.    0.40 Debt to Equity Ratio    -
Cash    0.57    Return on Assets   -
Use Of
Proceeds
The proceeds from the proposed offering will be used for implementing our plan for the development and marketing of Advertise123.com, debt retirement and for working capital.
Legal Counsel
Registrar
Auditor
Issuer's Law Firm  Morse, Zelnick, Rose & Lander, LLP
Bank's Law Firm  Stoel Rives Boley Jones & Grey
Registrar/Transfer Agent  American Stock Transfer & Trust Co
Auditor  Pricewaterhouse Coopers LLC
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Industry
Competition
The company expects to provide a "marketplace" or "one-stop-shop" Internet location for publishers and advertisers. The company will be competing with all traditional methods of ad origination and entry -- as conducted by newspapers and Web publishers. The company's ability to compete will also depend upon the timing and market acceptance of their new Web-based ad taking service, the enhancements developed by us, the quality of our customer service, and the ease of use, performance, price and reliability of our services. The company also has to expect that other companies may enter its market and compete with them for ad origination business. Many of these potential new competitors may have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than the company. The company cannot guarantee that it will be able to compete successfully against current or future competitors or that competitive pressures will not have a material and adverse effect on the company's financial position, results of operations and cash flows.
Business
Plan
The company has now expanded its business to make remote ad entry available to virtually all newspapers and advertisers by utilizing the Internet. The company believes that this expansion is a natural extension of our business. In working to establish Advertise123.com as a leading on-line e-commerce marketplace for publishers and classified advertisers to transact business, the company intends to: (i) leverage its knowledge and experience in classified advertisements to establish their credibility in the Web-based ad taking business; (ii) quickly build an on-line business with their established newspaper customer base and commercial advertiser relationships; (iii) expand the number of publications accessible on Advertise123.com and therefore its attractiveness to advertisers by emphasizing the e-commerce opportunities of our site for building ad revenues as well as the many proven advantages of remote ad entry over traditional manual methods of classified ad placement to both advertisers and publishers; (iv) convert the company's revenue and pricing model from fixed software license fees to transaction fees for each ad purchased on Advertise123.com and the private label and co-branded sites which the company hosts; (v) expand the company's ad placement distribution channels through private label and co-branded relationships with leading Web publishers which aggregate and republish print media classified ads but do not provide for ad entry; and (vi) develop revenue sources for reporting trends and statistical information of interest to print and on-line publishers and advertisers assembled from data collected from our Web sites.
Warrant
Information
# of Units  1,000,000
Unit Ticker  ASCU Unit Price  $16.00
Warrant Ticker  ASCWS Warrant Price  - -
Warrant Exercise Date  - - Warrant Exercise Price  - -
Warrant Expiration Date  - -
Warrant Detachable  Yes Warrant Detach Date  - -
Warrant Callable  No
Unit Composition 2 Common Shares + 1 Warrant
Warrant Entitlement 1 Common Share

Last updated: 2/6/00 1:14:41 AM
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