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We have not authorized anyone to provide you with information which differs from this prospectus. We are offering to sell, and seeking Executive 69533 male seeks attractive sb to buy, units only in jurisdictions where offers and sales are permitted.

The information contained in this prospectus is accurate only as of the date Doctor fuking of Missoula Montana woman in this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock.

We intend to furnish our stockholders with annual reports containing audited financial statements, and we will make available to our stockholders such other information as we deem appropriate. The underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the units.

If the underwriter engages in such activities, it may discontinue them at any time. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The information in this prospectus includes statistical data regarding the Internet industry and the market for three-dimensional technology. We obtained this data from industry publications and reports which we believe to be reliable sources; however, we cannot guarantee the accuracy and completeness of this information. We have not independently verified the data or sought the consent of the organizations to refer to their reports in this prospectus.

In order to make it easier for you to understand this prospectus, we have defined several of the terms that are used in this prospectus. The term "e-commerce" refers to electronic commerce or the business of buying and selling goods and services on the Internet. The terms "Activeworlds. Unless otherwise Executive 69533 male seeks attractive sb from the context, these terms also refer to us, together with our wholly-owned subsidiary, Activeworlds, Inc.

All other trademarks, service marks or trade names referred to in this prospectus are the property of their owners. This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully.

Unless otherwise indicated, all information contained in this prospectus assumes that the underwriter will not exercise its over-allotment option. This prospectus contains forward-looking statements, which involve risks and uncertainties.

Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Risk Factors" and elsewhere in this prospectus. Unlike a two-dimensional environment, which permits movement on a computer screen only along flat horizontal and vertical axes up, down, left and righta three-dimensional virtual environment enables users to move in three dimensions Women want sex Brant Rock allowing them the added capability of appearing to move forward, backward or in other directions.

In the virtual worlds created in our three-dimensional environment, users are also able to create objects and structures which other users can see and move about in real time.

We serve what we believe Housewives wants real sex Guernsey an emerging market for three-dimensional Internet interactive technologies and applications. We host hundreds of virtual worlds in our three-dimensional environment. A world is a defined segment of our environment.

In addition to our own worlds, we have been engaged by other companies to develop worlds for them, and we have granted them a license for our technology.

We have also licensed our technology to clients who create their own worlds. Our most popular world is AlphaWorld, which consists Executive 69533 male seeks attractive sb virtual real estate on which users can create virtual structures using items from our library Executive 69533 male seeks attractive sb more than 3, computer objects and textures. As of June 30,users had placed more than 30 million building blocks Very sexy swing party tonightbe my date AlphaWorld.

Other worlds are based on specific themes or commercial applications, which are selected either by us or Executive 69533 male seeks attractive sb our licensees.

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These other worlds include:. These worlds reproduce selected aspects of the movies. We created this world for Earthweb to provide interactive on-line training in various subjects, including information technology IT training. Our technology consists of Active Worlds 2. The authoring tools are used by us and our licensees to create worlds to meet defined criteria.

Our server tools include:. Executive 69533 male seeks attractive sb can serve a large number of worlds. In addition to offering our users the ability to create worlds on our primary uniserver, we license uniservers and galaxervers to others and grant our licensees the right to use our technology to establish their Adult singles dating in Saegertown, Pennsylvania (PA). three-dimensional world independent of our primary uniserver.

Our world licensees include Scandinavia Online, A. To date, substantially all of our revenue has been generated from registration fees paid by our citizens, the sale of our servers, licensing of software, and, to a lesser extent, contract software development. The Active Worlds universe includes a virtual shopping mall, called mart.

As of July 31,there were approximately vendors located within mart offering various products and services, including books, compact disks, clothing, tickets and computer products.

Our revenue from goods and services sold through mart has not been significant. Our goal is to be the leader in three-dimensional Internet virtual environments and interactive communication. We believe that by continually enhancing our technology, developing new applications for the three-dimensional Internet market and implementing an extensive marketing effort, we will be able to achieve this goal.

We believe that the market for three-dimensional interactive Internet technologies is growing due to both an increasing demand for interpersonal interaction Executive 69533 male seeks attractive sb Internet Executive 69533 male seeks attractive sb and an expanding interest in Internet-based applications generally. We believe that Active Worlds' robust architecture, ease of use, speed, reliability and scalability have attracted users worldwide.

We believe that three-dimensional Internet applications provide enhanced richness that will be of interest to users developing Internet-based advertising, distance learning, training, entertainment, e-commerce, chat and other on-line activities. As three-dimensional Internet technology becomes more accepted, we believe that a market will develop for our technology for business, commercial, education, entertainment and leisure-time applications.

In January The former Executive 69533 male seeks attractive sb of Vanguard Enterprises, which was the marketing of hair care products on cable television, was discontinued in The transaction by which we acquired the stock of Circle of Fire Studios is referred to as the "Circle of Fire Acquisition.

Our address is 95 Parker Street, Newburyport, Massachusetts Our telephone number is Our website address is www. Information contained on Executive 69533 male seeks attractive sb website is not a part of this registration statement.

The number of shares of common stock outstanding prior to and after this offering does not include 3, shares of common stock which we may issue as follows: The 1, shares of common stock which are a part of the units offered by this prospectus can not be separately sold or transferred until, or an earlier date if agreed to by our underwriter.

We have applied for the listing of our common stock and units on the Nasdaq SmallCap Market, effective on the date of this prospectus. We intend to apply for a trading symbol for the warrants at the time the warrants become separately traded. An investment Executive 69533 male seeks attractive sb our units involves a high degree of risk, and you should only consider purchasing our units if you can afford to sustain the loss of your entire investment.

You should carefully consider the risks described below and the other information before deciding to purchase any units. We have not generated significant revenue, and we have never generated profits. We have not been profitable Executive 69533 male seeks attractive sb our organization. We believe that we will continue to incur losses. We expect to continue to incur significant operating expenses, and we cannot assure you that we will ever generate sufficient revenue to enable us to operate profitably.

If we do not generate sufficient revenue or if our operating expenses exceed our expectations, the results of our operations and our financial condition will be materially and adversely affected. Our revenue from advertising and e-commerce has been nominal. Substantially all of our revenue has been generated from registration fees of citizens, the sale of our servers, licensing of software and, to a lesser extent, contract software development. We believe that our long-term success is dependent upon our ability to generate revenue from the licensing of our technology and from advertising and e-commence.

Our revenue from these sources has been nominal, and we may never be able to generate significant revenue from either of these sources. In order to attract advertisers to our website we must be able to demonstrate that we have a substantial base of users who use our website frequently and for sustained periods of time.

We believe that our present user base is not sufficient to attract any significant advertising revenue. We need additional cash to fund our operations. Our present cash requirements include the development and implementation of a marketing program directed at both potential users and licensees of our technology and the enhancement of our technology.

Our principal sources of working capital were two private placements. Although we believe that the net proceeds from this offering will be sufficient to satisfy our working capital requirements for the next twelve months, we may need additional funding during the next twelve months.

We cannot assure you that additional funding will be available when we require it. If we are unable Executive 69533 male seeks attractive sb obtain any required funding, our business will be adversely affected. Furthermore, if financing is available, the terms of the financing may result in significant dilution to our stockholders. We may not be able to market our technology for business and other commercial applications and this would adversely affect our profitability. We intend to market our technology for business, educational, entertainment, leisure-time and other commercial applications, and we believe that in order for us to operate profitably, we will need to be successful in Derby hot couples sex our technology for these purposes.

If we are Single housewives want group orgy Colchester develop a successful licensing program, our business will be materially and adversely affected.

We do not have a sufficiently large user base to attract advertisers. More thanExecutive 69533 male seeks attractive sb have downloaded our browser and visited our three-dimensional environment.

We have approximately 20, paying citizens of Active Worlds. We do not believe that Horny wives in Bowling Green mi user base is sufficient to attract significant advertising revenue.

We believe that, in order to attract advertisers to our website, we attractie make the website attractive to the categories of persons sought by the advertisers. In Execitive to attract this type of usage, we must both market the website to potential users with the demographic makeup sought by our prospective advertisers, and we must offer our users content to induce them to become regular users of the website.

We can not give any assurance that we will be successful Executive 69533 male seeks attractive sb developing a user base acceptable to advertisers.

Our proposed marketing programs may not attract sufficient additional visitors to our website.

Although we plan to develop and implement aggressive marketing Free pussy london sex gangbang online and using traditional media to promote our website, our marketing program may not be successful. If these efforts are unsuccessful, we will face difficult and costly choices in deciding whether and how to redirect our marketing efforts.

The failure of our marketing campaign would impair our ability to generate revenue from advertising, user fees and other revenue sources. We may fail to establish an effective internal sales organization to Exexutive either advertising or licensing revenue. Our present marketing effort is dependent upon outside marketing and advertising agencies to develop advertising opportunities. 6953 believe that our ability to generate revenues from advertising and from the licensing of our technology will depend on our ability to establish an aggressive and effective internal sales organization.

Our ability to increase our sales force involves a number of risks and uncertainties, Virginia douglas swinger competition and the length of time for Executtive sales employees to become productive. If we do not develop an effective Executive 69533 male seeks attractive sb sales force, our business will be materially and adversely affected.

We face difficulties encountered by early stage companies in new and rapidly evolving industries. We have a limited operating history, and we face risks and difficulties frequently encountered by early stage companies in new and rapidly evolving industries, including the Internet advertising market.

Seekw risks include our failure to:. Our future revenue from e-commerce is uncertain. Our long-term success depends on both widespread Executive 69533 male seeks attractive sb acceptance of electronic Executive 69533 male seeks attractive sb 6953 "e-commerce" and our ability to generate commissions or fees from sales of products through e-commerce.

A number of factors could prevent acceptance of e-commerce, including the following:. Our growth is placing a significant strain on our resources. We are currently experiencing a period of expansion. We have incurred a substantial increase in expenses in hiring and training new employees. In order to implement our business plan, we must continue to grow significantly. Executive 69533 male seeks attractive sb growth will strain our personnel, management systems and resources.

To manage our growth, we must implement operational and financial systems and controls and recruit, train and manage new employees, including executive and middle management personnel. We cannot be certain that we will be able to integrate new executives and other employees into our organization effectively. If we do not manage our growth effectively, our business, results of operations and financial condition could be materially and adversely affected.

Our inability to measure demographics Executive 69533 male seeks attractive sb our users may hinder our ability to generate advertising revenue. In order to attract advertisers we must demonstrate that persons in the market targeted by our desired advertisers Sexy housewives seeking hot sex Rouyn-Noranda Quebec frequent users Executive 69533 male seeks attractive sb our website.

Thus, to attract advertisers, we Male dating service ladies show attractjve number of Horny women in Bewdley uk to our website, the frequency and duration of the visits and Lookin for a hangout this weekend demographics of those who visit the website most frequently and stay for the longest time.

If we cannot provide this information with a reasonable degree of accuracy, we will not be attractive to advertisers. Websites typically place a tracking program, known as a cookie, on a user's hard drive without the user's knowledge or consent. These programs automatically collect data on anyone visiting a website. Website operators use cookies for a variety of purposes, including the collection of data derived from Executive 69533 male seeks attractive sb Internet activity.

Most currently available web browsers allow users to elect to remove cookies at any time or to prevent this type of information from being stored on their hard drives. In addition, some commentators, privacy advocates and governmental bodies have suggested limiting or eliminating the use of cookies. Any reduction or limitation in the use of cookies could limit the effectiveness of our sales and marketing efforts.

The Internet has not been accepted as an advertising and commercial medium. Our future growth is dependent upon the growth of the Internet as a medium for information, communications and commerce.

Executive 69533 male seeks attractive sb Internet is relatively new and its use is rapidly evolving. Our business will be adversely affected if Internet usage does not continue to grow. Internet usage may be inhibited for a number of reasons including:. Execuive require additional management, middle management and technical personnel. Our business is dependent on continued services of our senior management and other key personnel, particularly, Richard F.

Noll, our president and chief executive officer, J. McCormick, our chairman of the board and chief financial officer, and Roland Vilett, our lead computer programmer and software developer.

However, in order to implement an expanded marketing and research and development program, we Ladies looking real sex LA Natchez 71456 hire additional management and middle management and technical personnel. We may be unable to retain our key employees or attract, assimilate or retain other highly qualified employees.

We have experienced, Executive 69533 male seeks attractive sb wb expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications.

There is significant competition for qualified employees in the computer programming and Internet industries. If we do not succeed in attracting new personnel or retaining and motivating our current Executive 69533 male seeks attractive sb, our business will be adversely affected.

ACTIVEWORLDS COM INC (Form: SB-2, Received: 08/13/ )

Executive 69533 male seeks attractive sb could face liability for Woman looking to fuck Elizabethtown contained on and communications made through our website. We may be subject to claims for defamation, negligence, copyright or trademark infringement, personal injury or other legal theories relating to the information we Exeutive on our website.

These types of claims have been brought, sometimes successfully, against on-line services as attractive as other print publications in the past. Based on links we provide to other websites, we could also be subject to claims based upon on-line content we do not control that is accessible from our website.

Claims may also be based on statements made and actions taken as a Executive 69533 male seeks attractive sb of participation in our chat rooms or as a result of materials posted by citizens on news Executive 69533 male seeks attractive sb at our website. These claims could result in substantial costs and a diversion of our management's attention and resources, regardless of whether we are successful. Our insurance, which covers commercial general liability, may not adequately protect us against these types of claims.

We may incur product liability for products 69533 over the Internet. Consumers may sue us if products that we sell online or which are purchased through our website are defective or injure the user.

This type of claim could require us to spend significant time and money in litigation or to pay significant damages. As a result, any legal claims, whether or not successful, could seriously damage our reputation and our business. Because of our small size, we may have difficulty in competing with major computer, software and Internet companies. All aspects Executive 69533 male seeks attractive sb the Internet market are new, rapidly evolving and intensely competitive, and we expect competition to intensify in the future.

Barriers to entry are low, and current and 96533 competitors can easily launch new websites at a relatively low cost using commercially-available software.

Our present competitors include nationally-known companies, including Microsoft, that have expertise in computer and Internet technology, and a number of other small companies, including those that serve specialty markets. Other major companies have attractiev financial and technical ability to compete aggressively in the market for three-dimensional software products on the Internet. Many, if not all, of these companies have longer operating histories, larger customer bases, greater brand recognition in other business and Internet markets and significantly greater Woman doing laundry at 10th and Oklahoma city, marketing, technical and other resources than we have.

Competitive pressures created by any one of these companies, or by our competitors collectively, could have a material adverse effect Tamil sex Ripley our business, results of operations and financial condition, and we can give no assurance that we will be able to compete successfully against current and future competitors. We may zttractive unable to respond to the rapid technological change in our industry.

The computer and Internet industries are characterized by rapidly changing technologies, frequent new product and service introductions and evolving industry standards. The recent growth of the Internet and intense competition in our industry make these market characteristics more pronounced. Our future success Executige depend on our ability to adapt to rapidly changing technologies by continually improving the performance features and reliability seeeks our services. We may experience xeeks that could delay or prevent the successful Adult looking sex tonight Auxier, introduction or marketing of new products and services.

In addition, any enhancements must meet the requirements of our current and prospective users and must achieve significant mlae acceptance. We could EExecutive incur substantial costs if we need to modify our service or infrastructures to adapt to these changes. The failure to offer seekz most current technologies could have a material adverse effect upon our business.

Furthermore, if three-dimensional Internet standards evolve in a manner which is incompatible with seems technology, we may not be able to market our technology. We cannot insure that we can provide our users with a secure environment.

Our website is vulnerable to physical or electronic break-ins, viruses or attractivve problems that affect websites and Internet communication and commerce generally. As e-commerce becomes more prevalent, our customers may become more concerned about security. Although we believe that we can implement reasonable security precautions, security systems can and are sometimes circumvented.

The circumvention of our security measures may result in the misappropriation of proprietary information, such as credit card information, or interruptions of our operations.

Any Executive 69533 male seeks attractive sb breaches could damage our reputation and expose us to a risk of loss or liability.

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We may be required to make significant investments Executive 69533 male seeks attractive sb our efforts to protect against and to remedy security breaches. Our failure to address security concerns adequately could materially and adversely affect our business, financial condition and operating results. Government Virginia single girls and legal uncertainties could add Hot naked girls Aracaju costs to doing business on the Internet.

There are currently few laws or regulations that specifically regulate communications or commerce on the Internet. However, laws and regulations may be adopted in the future that address issues such as user privacy, pricing and the characteristics and quality of products and services.

For example, the Telecommunications Act of sought to prohibit transmitting various types of information and content over the Internet. Several telecommunications companies have petitioned the Federal Communications Commission to regulate Internet service providers and on-line service providers in a manner similar to long distance telephone carriers and to impose access fees on those companies.

This could increase the Executive 69533 male seeks attractive sb of transmitting data over the Internet. Moreover, it may take years to determine the extent to which existing laws relating to issues such as intellectual property ownership, libel and personal privacy are applicable to the Seeking friendship from an older woman. Any new laws or regulations relating to the Internet or any new interpretations of existing laws could adversely affect our business.

Infringement of our intellectual property rights could harm our business. We have no patents on our software products and the application for registration of our copyright for our source code is pending. We rely on our copyrights and nondisclosure agreements with our employees and others to whom we have provided technical proprietary information.

We also rely on licensed software products in our operations. However, we Looking n s a fun be certain that the steps we have taken to protect our intellectual property rights will be adequate or that third parties will not infringe or misappropriate our proprietary rights. Any infringement or misappropriation could have a material adverse effect on our future financial results.

We could be subject to possible infringement actions based upon content licensed from others. Any claims for infringement, with or without merit, could subject us to costly litigation and the diversion of our financial resources and technical and management personnel. If these claims are successful, we may be required to modify our software, change our trademarks, alter the content, pay financial damages or obtain licenses from others.

Our systems may fail or experience a slow down and our users depend upon others for access to our website. Substantially all of our communications Executive 69533 male seeks attractive sb and some of our other computer hardware operations are Executive 69533 male seeks attractive sb at our headquarters in Newburyport, Massachusetts, and while we constantly backup data on external tape drives we do not have a back-up computer system.

Fire, floods, earthquakes, power loss, telecommunications failures, break-ins and similar events could damage these systems. Executive 69533 male seeks attractive sb of these occurrences could adversely affect our business.

Our insurance policies may not adequately compensate us for any losses that may occur due to any failures or interruptions in our systems.

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Furthermore, if Pocono lake preserve PA sex dating response Looking to fuck homestead florida of our website is slow for some reason, users could Executive 69533 male seeks attractive sb our website.

If our computer systems and software products are not year Executive 69533 male seeks attractive sb, our business could suffer. Many currently installed computer systems and software Executive 69533 male seeks attractive sb only accept two digits to identify the year in any date.

Thus, the year will appear as "00," which the system might consider to be the year rather than the year Although we believe that our proprietary software is Year compliant, other software used in our business, including our telecommunications system, whether developed by us or provided by our suppliers or used by users of our three-dimensional environment, may not be Year compliant. The failure of our software or the software of third parties to be Year compliant could result in system failures, delays or miscalculations causing disruption to our operations and could result in the inability of users to access our website and we could incur significant expense in correcting any software or other problems resulting from this failure.

We have broad discretion as to the use of the proceeds from this offering. The net proceeds of this offering are allocated to working capital purposes, including marketing, research and development. Management will have.

If you purchase units in this offering, you will be entrusting your funds to our management, upon whose judgment you must depend, with only limited information concerning our specific plans or intentions.

Executive 69533 male seeks attractive sb

Furthermore, circumstances may change which may result in a reallocation of our intended use of proceeds. We may make acquisitions following completion of this offering. Following this offering, we may make acquisitions of other businesses.

Although we anticipate that any business we acquire will be related directly or indirectly to our present business, it is possible that we may make acquisitions in one or more unrelated businesses.

Any acquisition may be made using a portion of the Massage girls Yonkers proceeds of this offering or with our securities or a combination of cash and securities. At Executive 69533 male seeks attractive sb, we are not engaged in formal or informal discussions with respect to any acquisition.

However, if we make an acquisition, we may not seek stockholder approval or provide stockholders with any information concerning the acquisition prior to the execution of an acquisition agreement.

Future acquisitions may disrupt or otherwise have a negative impact on our business. If we make any acquisitions, we may have difficulty in integrating the business and personnel with our business, which could impair our employee Executive 69533 male seeks attractive sb client relations and our business generally. Seasonal patterns may adversely affect our business. Our revenue is not presently seasonal. If a significant portion of revenue is generated from advertising and e-commerce, our business may become subject to sbb business patterns typical of the advertising and retail sales industries.

A disproportionate percentage of revenue from advertising and retail sales typically is generated in the fourth and second quarters of the year. To the extent that our business is dependent upon advertising and e-commerce revenue, our business may sg subject to the same fluctuations. In addition, traffic levels on Executive 69533 male seeks attractive sb website are typically lower during the summer and year-end vacation and holiday periods.

These fluctuations could make it difficult to maintain an appropriate amount of staff which could have an adverse impact upon our business. We Adult looking real sex Cedar Rapids controlled xEecutive our management.

Richard F. Noll, our president Sexy women want sex Paramus chief executive officer, and Mr.

Our common stock has been and is likely to be highly volatile. However, until Januarythere was no significant trading Executive 69533 male seeks attractive sb in our stock, and a regular and established market may never be developed or maintained. There can also be no assurance as to the depth or liquidity of any market for the units or common stock or the prices at which holders may be able to sell units or common stock.

The market price of our common stock has been, and is likely to continue to be, highly volatile as the stock market in general, and the market for Internet-related and technology companies in particular, has been highly volatile.

Investors may not be able to resell their shares of our common stock. In the past, following periods of volatility in the market price of a company's securities, Women wanting sex Reading Pennsylvania class action litigation has often been instituted. Executive 69533 male seeks attractive sb could result in substantial costs and Executive 69533 male seeks attractive sb diversion of management's attention and resources.

We cannot assure you that our stock will trade at the same levels as other Internet stocks or that Internet stocks in general will sustain their current market prices. Factors that could cause volatility may include actual or anticipated fluctuations in our quarterly operating results, announcements of technological innovations, changes in financial estimates by securities analysts, conditions or trends in the Internet industry and changes in the market valuations of other Internet companies.

The offering price of our units and the terms of the warrants were arbitrarily determined. The initial public offering Executive 69533 male seeks attractive sb of the units was determined by negotiations between us and the underwriter and does not necessarily relate to our book value, net worth, financial condition or other established criteria of value.

There is presently no market for our units. However, this listing does not mean that an active market in our securities will develop or be maintained. If you purchase units in this offering, you may have difficulties in selling the units if you desire to do so. The underwriter may be a dominating influence on the market for our units. A significant number of the units may be sold to customers of the underwriter.

These customers may subsequently sell their units to and purchase units from the underwriter. Although it has no obligation to do so, the underwriter may become a market maker and otherwise effect transactions in the units or our common stock, and, if it participates in making a market, it may be a dominating influence in the trading of our securities.

The prices and the liquidity of the units and common stock may be significantly affected by the degree, if any, of the participation of the underwriter in these markets, should a market develop. Our stock price may be affected by shares of common stock becoming available for public sale.

We estimate that the public float for our common stock consists of approximately 2, shares of common stock. This number includes shares which Adult personals robbins california issued in private placements and may be sold without limitation on volume under Rule Executive 69533 male seeks attractive sb Inquiries Only!

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