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					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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