Pink Sheets

re-incorporated in Delaware from Calif. pf stock rolled into com after reverse split. warrants on pf rolled into warrants on com. Hearst and NBC held the pf in exchange for advertising space/time [I had seen this somewhere else in an SEC doc]. $20 million additionally had been sold, all in April 1999. 2,523,951 shares set aside for options etc. 1,318,246 shares set aside for warrants.

We incurred losses of
$1.3 million in 1996,
$6.4 million in 1997,
$15.7 million in 1998 and
$6.9 million for the three months ended March 31, 1999. These losses include noncash advertising and promotional charges of $4.3 million through March 31, 1999

When you look at both the advertising revenue and service revenue of the late 1990s, you wouldn't see which one was going to continue increasing significantly.

Net cash used in operating activities was
$1.0 million in 1996,
$6.3 million in 1997,
$11.0 million in 1998 and
$4.6 million for the quarter ended March 31, 1999.

In May 1998, we obtained an equipment line of credit with a financial institution in the amount of $2.0 million. This line of credit is secured by our fixed assets and has a three-year term that expires in May 2001. As of March 31, 1999, the amount outstanding under this line of credit was $367,000. This amount is due in monthly installments through May 2001 [again, no mention of interest rates]

They pretty much had the service story refined by 1999.

The friendly tone of our service is further maintained by our network of approximately 2,000 community leaders and moderators

For example, we co-produce a series of year-round meetings with Barbie collectors for Mattel

Some of our online market research services are produced in partnership with NFO Research

Original Hearst stuff:

. William Morrow Books--We co-produce a weekly chat series called "BookSpeak" which brings William Morrow authors online to interact with the HomeArts' audience.
. Victoria Magazine--We provide the chat services for the editors and readers of Victoria Magazine.
. Lifetime Television--We provide the chat services for Lifetime cable television programs.

Original NBC stuff:

. CNBC.com--We facilitate the online interaction and discussion between CNBC.com's users and personalities on a variety of business related topics.
. NBC.com--We provide general and featured celebrity chats for NBC daytime and prime time programming, such as "Just Shoot Me," "Frasier" and "Days of Our Lives."
. TNBC--We provide our chat service for NBC's teen oriented programming, including television shows such as "Saved by the Bell" and "Hang Time." In addition, we co-produce TNBC's "At the Max" chat as well as the weekly "Best Friends" chat.
. NBC Interactive Neighborhood--We provide the capability to host locally- oriented chats to several of NBC's 200 local affiliate television stations.

Question: How many of these have they lost?

City Standards Advisors. Our city standards advisors form a separate group within the moderator network.... handling behavior problems, such as profanity or obscenity, and answering calls from users.... City standards advisors have the power to remove participants from our actual servers....

Over 270 of our approximately 2,000 trained community leaders and moderators are compensated for their services. The remainder are volunteers.

Our internal sales force consisted of 15 sales personnel as of March 31, 1999.

As of March 31, 1999, we had a total of 82 employees [would become 32 by 2002, but not before bloating to 201]... 52 were engaged in product development and programming, 21 in sales and marketing and 9 in general and administrative.

Peter H. Friedman.......   43 President, Chief Executive Officer and Chairman of the Board
Jeffrey Snetiker........   51 Senior Vice President, Chief Financial and Administrative Officer
Jenna Woodul............   50 Vice President of Community
Bernard G. Bernstein....   33 Lead Engineer
Chris N. Christensen....   38 Vice President of Engineering and Operations
Patricia Griffith.......   47 Vice President of Sales
Christopher J. Escher...   40 Vice President of Marketing
Arwyn Bryant............   41 Vice President of Product Marketing and Business Operations
Daniel Paul.............   34 Vice President of Business Development (related to Cheryl Paul?)
Kenneth A. Bronfin......   39 Director
Joseph A.                  55 Director
 Graziano(a)(b).........
Thomas P.                  36 Director
 Hirschfeld(a)(b).......
John Sculley............   60 Director
Barry M. Weinman(a)(b)..   60 Director
Martin J. Yudkovitz.....   44 Director

The company issued numerous issues of preferred stock going to: a private investment club, Cox, Media Technology Equity Partners, New York Life, Hearst, Starbucks(huh?), and two directors, one associated with Hearst.

Sculley resigned in 2000 when the stock was about to be delisted.

Hirschfeld (from Patricof) and Graziano (acting CFO 96-99) resigned on Jan 1, 2001. Shares gone by April 2001.

August 8, 2002, KPMG auditors were dumped. No adverse opinions. Replaced by Stonefield-Josephson. Board size reduced to 1 [I knew I read that in one of the 8-Ks].

[Ok, I'm just going to start bouncing all over the place from here on. I'll need to resume the S-1 from the top of page 60.]

On July 10, 2002
Peter Friedman took a 30% cut for a total 52% cut.

May 16, 2001 sale of Talk City:

Under the terms of the Purchase Agreement, myESP will pay the Registrant $1,600,000 for the Consumer Network, subject to the Registrant meeting certain earn-out criteria defined in the Purchase Agreement. Under the terms of the Services Agreement, myESP will pay the Registrant a total of $900,000 per year (to be paid in equal monthly installments of $75,000 prior to the beginning of each month) to operate the Talk City Network.

This will crop up again when they finally get some money due in Q4 of 2004 if I recall correctly.
[enough for now]