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Microcap & Penny Stocks
DWNS - Netbilling, an emerging e-commerce play.
An SI Board Since March 1999
Posts SubjectMarks Bans Symbol
33 7 0 DWNS
Emcee:  Zappo3 Type:  Unmoderated
DOWNSTREAM ANNOUNCES NEGOTIATIONS
TO ACQUIRE NETBILLING, INC.

SALT LAKE CITY, March 15 /PRNewswire/ -- Downstream Incorporated (OTC Bulletin Board: DWNS), today announced that an agreement is being negotiated to acquire Netbilling, Inc. -- one of the fastest growing, most profitable credit card billing companies on the internet. The principles of both companies are meeting in Nevada this week to attempt to finalize an agreement. An independent accounting firm has been engaged to conduct an audit of Netbilling that is expected to begin any day. Netbilling currently performs secure on-line credit card processing for thousands of sites on the world-wide-web, and is growing at a rapid rate -- approximately 300% annually. Its site can be viewed at: www.netbilling.com.

According to Jupiter Communications, total e-commerce is expected to grow from 7.1 billion in 1998 to 41.1 billion dollars by the year 2002. ActivMedia, Inc. believes e-commerce will reach 1.2 trillion by the year 2002. Whatever the actual figures may eventually be, the need for secure on-line credit card processing will grow in direct proportion. Downstream believes that Netbilling's reputation for dependable, friendly service, and some of the most reasonable rates on the internet, will make it a leader in the secure on-line billing sector of e-commerce. By making this most important and timely acquisition, Downstream hopes to become a major participant in the secure billing sector on the world-wide-web.

Mitch Farber, President of Netbilling, said today: "We are excited about becoming a publicly traded company. We feel that being in the public arena will greatly enhance our ability to grow as a company."

The management of Downstream cautions readers not to place undue reliance on any "forward-looking statements," such as, "expected," "intends to," "plans," "is anticipated," "will likely result," "believes," etc., which speak only as of the date made, when used in this press release, in filings with the SEC, in other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer of the Company. Such statements are based on certain assumptions and expectations which may or may not actually occur and which involve various risks and uncertainties. Unless otherwise required by applicable law, the Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, unanticipated events or circumstances after the date of such statement.

SOURCE Downstream Incorporated

Netbilling rides Downstream to market

By Stephanie Gates
Red Herring Online
March 15, 1999

Sometimes it's best to use the back door. Downstream (DWNS), a
publicly-listed troubled company in Salt Lake City, Utah, is negotiating to merge with California-based Netbilling, an online credit card processing firm, in an all-stock transaction. Through the merger, Netbilling will be able to become part of a public company and gain access to public market's funds without going through the hassles and expenses of a routine initial public offering. In essence, Netbilling will be going public through a back door.

Executives from both companies will meet in Las Vegas on Tuesday
to finalize the merger agreement. Downstream will serve as a public "shell" corporation for Netbilling's business and assets.

TROUBLED WATERS

Downstream has had a difficult past. It was originally founded in November 1996 as a financial consulting firm. The company subsequently created a security division, which generated the majority of its revenues for several years through multiple burglar alarm system contracts with U.S. Satellite, a division of the American Stores Company. It went public in December 1997. However, "the original business plan didn't work out as we hoped," explains Downstream's CEO Barry Ellsworth.

The security contracts ended in early 1998, so the company decided to reincarnate itself as a quasi-medical services company. It hired
Robert Later, MD, as chief medical officer to head a new division,
Light Touch Body Enhancement Centers for the cosmetic removal of
unwanted hair. Unfortunately, this business didn't work out either.

By the end of 1998, the floundering company realized that it needed
to do something quickly. Revenue sources had ended and hadn't been
replaced. Its stock fluctuated between a low of $1.06 and a high of
$1.38. Bloomberg listed the company as having no current business
operations, and the auditors officially expressed doubts about the
company's ability to continue as a "going concern."

Since the company still retained the trappings of a public company -- its "shell" -- they decided to attempt to merge or acquire the business and assets of an operating company to become a viable organization. So Mr. Ellsworth started looking for a possible candidate. He focused his research on e-commerce and billing because these areas appeared to be very profitable. "I found them [Netbilling] just looking on the Internet," he recalls.

MUTUAL BENEFITS

Mr. Ellsworth rang up Netbilling's CEO Mitch Farber directly to
discuss a possible deal. For the past three months, the two companies
have been in discussions. Netbilling, a nine-person company, provides Internet-based credit card processing for online merchants. And its business is growing rapidly.

According to executive vice president David Amsellem, when Mr. Ellsworth approached them about merging, "it was pretty intriguing."
"It takes quite a bit of doing to go through an IPO," Mr. Amsellem
adds. "Using Barry's shell and merging seemed like a better way to go."



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ReplyMessage PreviewFromRecsPosted
33Netbiling is a unethical company and I would never buy any stock in a company thTsprklee12-5/28/2014
32 Hot off the press: Downstream Announces the Appointment of New Management and Trade4$-6/2/1999
31 Which Shell was this in reference ? jaring.my Trading Shell TideGlider-5/19/1999
30 Trade4$, I have seen some of the sites that Q-7 owns. They are impressive to Ron Harrington-5/10/1999
29 Analysis of DWNS welcome. I have been asked to provide information to the editTrade4$-5/8/1999
28 Check out the Q-Seven website for a better understanding of how big this reallyTrade4$-5/8/1999
27 All we need to do is get the word out. Knowledge creates opportunity. When otTrade4$-5/6/1999
26 Keep me informed on this one, I like it, I will hold off from writing about it SouthFloridaGuy-5/5/1999
25 Thanks Jeff- I have been doing more research -looks like this should pop soon eTrade4$-5/5/1999
24 DWNS news. Jeff Story Filed: Monday, May 03, 1999 1:10 PM EST Jeffrey D-5/4/1999
23 Sure has gotten quite on this thread. I am still holding DWNS because I like thTrade4$-5/3/1999
22 DWNS news. Jeff Downstream Announces Agreement With Q-Seven Systems GmbH SALTJeffrey D-4/21/1999
21 Kerry, see what I mean. There were no trades for almost two hours then, bang, sZappo3-4/21/1999
20 Kerry, you also asked about the German company. I met them in January at a confZappo3-4/21/1999
19 I know most of the people who own stock and they are just not selling the quantZappo3-4/21/1999
18 Barry, Glad you're back. How was the trip to Germany? Fruitful or a wastedEL KABONG!!!-4/21/1999
17 It appears to me that someone is trying to short DWNS. Good Luck! And remember,Zappo3-4/20/1999
16 Any idea when the audit will be completed and made public? I understand as ofAugustWest-3/31/1999
15 see next post Thanks. AugustWest-3/31/1999
14 interesting Ron. Did you join SI just to post on this thread? And sure, IAugustWest-3/30/1999
13 Hi Barry, I'm Sold. Internet and profitable? That's all I needed to Ron Harrington-3/30/1999
12 Thank you for your response Mr. Ellsworth. I've been adversely affected a MasterConfucius-3/29/1999
11 Hmmm, someone told me to take a look at this stock. CEO starts the thread and Wayne Rumball-3/29/1999
10 Barry, To be clear; that portfolio is constructed with minimal due diligence rjjs_ynot-3/28/1999
9 Dave, Thank you for your interest and support. BarryZappo3-3/28/1999
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