Fusion Networks Holdings Inc – ‘S-8’ on 4/17/00

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           25    118K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Legal Opinion                                          2      8K 
 3: EX-23.2     Consent of Auditors                                    1      6K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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       As filed with the Securities and Exchange Commission on April _____, 2000
                                                   Registration No. ____________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _________________________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________________

FUSION NETWORKS HOLDINGS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                       51-0393382   
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                

 8115 N.W. 29th Street
Miami, Florida 33122
------------------------------------------------------------
(Address of principal executive offices, including zip code)

IDM Environmental Corp. 1993 Stock Option Plan

IDM Environmental Corp. 1995 Stock Option Plan

IDM Environmental Corp. 1998 Comprehensive Stock Option and Award Plan

IDM Environmental Corp. Executive Stock Option Granted Under
Employment Agreements 

Fusion Networks, Inc. 1999 Stock Option Plan
----------------------------------------------
 (Full title of the plans)

                                                            Copy to:
             Joel Freedman                                 Michael Sanders
        Fusion Networks Holdings, Inc.                     Vanderkam & Sanders
            P.O. Box 388                                 440 Louisiana
      396 Whitehead Avenue                                 Suite 475
       South River, New Jersey 08882                        Houston, Texas 77010
            (732) 390-9550                                (713) 547-8900
----------------------------------                                
(Name, address and telephone                                  
number of agent for service)                                

     Approximate  date of proposed sales pursuant to the plan: From time to time
after the effective date of this Registration Statement.                        

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                              CALCULATION OF REGISTRATION FEE                               
============================================================================================
   Title of securities    Amount to be       Proposed         Proposed                      
    to be registered     registered (5)  maximum offering     maximum          Amount of    
                                             price per       aggregate        registration  
                                              share        offering price         fee       
--------------------------------------------------------------------------------------------
                                                                                            

Common Stock, $.00001                                                                       
par value (1)              3,452,177          (2)       $22,903,391.00 (2)    $     6,046.50
--------------------------------------------------------------------------------------------
Common Stock, $.00001                                                                       
par value (3)              4,035,546   $ 4.38 (4)       $17,675,691.48 (4)    $     4,666.38
--------------------------------------------------------------------------------------------
   Total                                                $40,579,082.48        $    10,712.88
============================================================================================

(1)  This  subtotal  represents  the sum of shares  issuable  upon  exercise  of
     presently  outstanding  options that have been granted by IDM Environmental
     Corp.  ("IDM") and by Fusion Networks,  Inc.  ("Fusion") under the IDM 1993
     Stock  Option  Plan,   the  IDM  1995  Stock  Option  Plan,  the  IDM  1998
     Comprehensive  Stock Option and Award Plan,  various stock option grants of
     IDM under  Employment  Agreements and the Fusion Networks 1999 Stock Option
     Plan.  All of  the  foregoing  options  were  assumed  by  Fusion  Networks
     Holdings,  Inc. (the  "Registrant")  in connection  with the closing of the
     merger of IDM Merger  Subsidiary,  Inc., a wholly owned  subsidiary  of the
     Registrant,  with  and  into  IDM and the  merger  of  IDM/FNI  Acquisition
     Corporation,  a wholly-owned  subsidiary of the  Registrant,  with and into
     Fusion under which IDM and Fusion will become wholly-owned  subsidiaries of
the Registrant.                                                       

(2)  Calculated in accordance  with Rule 457(h) based on the aggregate  exercise
price for all presently outstanding options described in note 1 above.

(3)  This  subtotal  represents  the sum of shares  issuable  upon  exercise  of
     options  that have not yet been  granted  under the IDM 1993  Stock  Option
     Plan,  the IDM 1995 Stock Option  Plan,  the IDM 1998  Comprehensive  Stock
     Option and Award Plan,  and the Fusion  Networks 1999 Stock Option Plan, as
of the date of this Registration Statement.                           

(4)  Estimated in accordance  with Rule 457(h) under the  Securities Act of 1933
     solely  for  the  purpose  of  calculating  the  total   registration  fee.
     Computation based upon the average of the high and low prices of the common
     stock of IDM as  reported on the Nasdaq  SmallCap  Market on April 12, 2000
     because  the price at which the  options to be granted in the future may be
exercised is not currently determinable.                              

(5)  An  undetermined   number  of  additional  shares  may  be  issued  if  the
     antidilution  provisions  of the options  described  in note 1 above become
operative.                                                            

INTRODUCTORY STATEMENT

     Fusion Networks Holdings,  Inc., a Delaware corporation (the "Registrant"),
is filing  this Form S-8  Registration  Statement  relating  to shares of common
stock  $.00001  par value per share,  of the  Registrant  (the  "Common  Stock")
deliverable  to holders of options  to  purchase  shares of common  stock of IDM
Environmental  Corp. ("IDM") and holders of options to purchase shares of common
stock of Fusion  Networks,  Inc.  ("Fusion"),  which options were converted into
options to purchase shares of Common Stock upon the effective time of the merger
of IDM Merger  Subsidiary,  Inc., a wholly owned  subsidiary of the  Registrant,
with and into IDM on April  13,  2000  and the  merger  of  IDM/FNI  Acquisition
Corporation,  a wholly-owned subsidiary of the Registrant,  with and into Fusion
on March 28, 2000. The shares of Common Stock are deliverable  upon the exercise
of stock  options  granted,  or to be granted,  under the IDM 1993 Stock  Option
Plan,  the IDM 1995 Stock Option Plan, the IDM 1998  Comprehensive  Stock Option
and Award Plan,  various stock option grants of IDM under Employment  Agreements
and the Fusion Networks 1999 Stock Option Plan (collectively, the "Plans").     

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     On April 13, 2000, IDM Merger Subsidiary,  Inc., a wholly-owned  subsidiary
of  the  Registrant,  was  merged  with  and  into  IDM  (the  "Holding  Company
Reorganization") and IDM/FNI Acquisition Corp., a wholly-owned subsidiary of the
Registrant,  was merged with and into Fusion (the "Merger").  As a result of the
Holding  Company  Reorganization  and  Merger,  IDM and Fusion  have each become
wholly-owned subsidiaries of the Registrant and each outstanding share of common
stock of IDM (the "IDM Common  Stock") and of Fusion (the "Fusion Common Stock")
has been converted into one share of Common Stock.  Prior to the Holding Company
Reorganization  and Merger,  outstanding  options granted  pursuant to the Plans
were  exercisable  for shares of IDM Common  Stock or Fusion  Common  Stock,  as
appropriate.  Pursuant to the Holding  Company  Reorganization  and Merger,  the
Registrant  assumed  the  outstanding  stock  options  granted  under  the Plans
(whether vested or unvested) and,  following the Holding Company  Reorganization
and Merger, each such stock option constitutes an option (a "Substitute Option")
to acquire shares of Common Stock.  Substitute  Options  generally have the same
terms and conditions as were applicable to the predecessor  options prior to the
Holding Company Reorganization and Merger.                                      

================================================================================

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Part I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1. Plan Information                                                        

     Information  required by Item 1 is included in  documents  sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.      

Item 2. Registration Information and Employee Plan Annual Information           

     Information  required by Item 2 is included in  documents  sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.      

I-1 

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PROSPECTUS                                                                      

FUSION NETWORKS HOLDINGS, INC.

----------------------------

1,627,500 Shares
Common Stock

 ---------------------------

     Fusion Networks Holdings, Inc. (the "Company") has prepared this prospectus
for use by the  selling  stockholders  listed on page 16 of this  prospectus  to
allow them to sell such shares  without  restriction.  The selling  stockholders
have  indicated  that sales may be made by the methods  described in the section
entitled "Plan of Distribution" in this prospectus.  We will file a supplemental
prospectus  if  required  to do so by  applicable  securities  laws to  describe
specific sales of shares or to identify any selling  stockholders  not listed in
this prospectus.                                                                

     Our common stock (the "Common  Stock") trades on the Nasdaq National Market
under  the  symbol  "FUSN."  We  may  be  deemed  to be  the  successor  to  IDM
Environmental  Corp.,  which was  acquired  by merger with a  subsidiary  of the
Company on April 13, 2000.  Prior to the  acquisition of IDM, IDM's common stock
traded on the Nasdaq SmallCap Market under the symbol "IDMC". On April 12, 2000,
the last reported sale price of the common stock of IDM was $4.38 per share.    

     We will not receive any portion of the proceeds  resulting from the sale of
the shares  offered  by the  selling  stockholders  under  this  prospectus.  In
addition,  we will pay for certain of the expenses  relating to the registration
of the shares. See "Plan of Distribution" and "Selling Stockholders."           

     Any sales by the  Selling  Shareholders  will be made  subject  to  certain
volume  limitations.  During any three month period during which this Prospectus
is effective,  each Selling Shareholder and affiliates may sell a maximum of the
greater of one  percent of the  outstanding  Common  Stock of the Company or the
average weekly trading volume of the Common Stock during the four calendar weeks
preceding the date of the sale.                                                 

     Our  principal  executive  offices  are located at 8115 N.W.  29th  Street,
Miami, Florida 33122, and our telephone number is (305) 477-6701.               

--------------------------------

You should carefully consider the "Risk Factors" on pages 4 - 15
 of this Prospectus before deciding to buy our securities.

--------------------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved of the securities to be issued under this  prospectus or
determined if this prospectus is accurate or adequate. Any representation to the
contrary is a criminal offense.                                                 

 The date of this prospectus is April ___, 2000.

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 TABLE OF CONTENTS

                                                                Page
                                                                ------

Where You Can Find More Information..............................       3       

Our Business.....................................................       4       

Risk Factors.....................................................       4       

Use of Proceeds..................................................      16       

Selling Stockholders.............................................      16       

Plan of Distribution.............................................      16       

Legal Matters....................................................      17       

Experts..........................................................      17       

 -------------------------------------

     We have not authorized any dealer,  salesperson or any other person to give
any information or to represent  anything not contained in this Prospectus.  You
must not rely on any unauthorized information. This Prospectus does not offer to
sell or buy any shares in any jurisdiction where it is unlawful. The information
in this Prospectus is current as of the date hereof.                            

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 WHERE YOU CAN FIND MORE INFORMATION

     We have filed a registration statement on Form S-8 with the SEC to register
the  securities  offered  hereby.  This  prospectus  does not contain all of the
information contained in the registration statement,  including its exhibits and
schedules.   You  should  refer  to  the  registration   statement  for  further
information  about us and the  securities  the selling  stockholder is offering.
Statements  made in this prospectus  about certain  contracts or other documents
are not necessarily complete. When we make such statements,  we refer you to the
copies of those  contracts or other  documents that are filed as exhibits to the
registration  statement,  because those statements are qualified in all respects
by reference to those exhibits. The registration  statement,  including exhibits
and schedules, is on file at the offices of the SEC and may be inspected without
charge.                                                                         

     We file annual,  quarterly and special reports,  proxy statements and other
information with the SEC. Our SEC filings, including the registration statement,
are  available  to the  public  over  the  Internet  at  the  SEC's  website  at
http://www.sec.gov. You also may read and copy any document we file at the SEC's
public  reference  rooms in  Washington,  D.C.; New York, New York; and Chicago,
Illinois.  Please call the SEC at 1-800-SEC-0330  for further  information about
the public reference rooms.                                                     

     SEC rules allow us to include some of the information required to be in the
registration  statement by incorporating  that information by reference to other
documents we file with them. That means we can disclose important information to
you by  referring  you to  those  documents.  The  information  incorporated  by
reference is an important part of this prospectus,  and information that we file
later with the SEC will automatically update and supersede this information.  We
incorporate by reference the documents  listed below and any future filings made
with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act of
1934 until all of the securities covered by this prospectus are sold:           

     (a)  The Company's Form 424(b)  Prospectus  (Commission File No. 333-92949)
filed February 29, 2000;                                    

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          since the end of the fiscal year covered by the  document  referred to
in (a) above; and                                           

     (c)  The description of securities  included in Form S-4 declared effective
          by  the  Commission  on  February  15,  2000   (Commission   File  No.
333-92949).                                                 

          You may request a copy of these filings,  which we will provide to you
at no cost, by writing or telephoning us at the following address:    

Fusion Networks Holdings, Inc.                          
8115 N.W. 29th Street                                   
Miami, Florida 33122                                    
Attn: Corporate Secretary                               
(305) 477-6701                                          

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OUR BUSINESS

     We  operate  through  our  subsidiary  companies,   Fusion  Networks,  Inc.
("Fusion")  and IDM  Environmental  Corp.  ("IDM").  We acquired  Fusion and IDM
pursuant to a holding company  reorganization  of IDM and merger of a subsidiary
with Fusion in April 2000.                                                      

     Fusion is an Internet portal company founded to provide  improved  Internet
content and services to Latin American  markets and to the Spanish and Portugese
speaking  population  around the world.  Fusion  Networks  launched its Internet
site,  LatinFusion.com,  in Bogota,  Colombia  in October  1999  followed by the
launch of its site in Miami in  January  2000,  and plans  similar  launches  in
targeted cities and regions in the Americas and Europe.                         

     IDM is a global,  diversified  services  and  project  development  company
offering a broad range of design, engineering, construction, project development
and management,  and  environmental  services and technologies to government and
private industry clients.  Through its domestic and international affiliates and
subsidiaries,  IDM offers  services  and  technologies,  and  operate,  in three
principal   areas:   Energy  and  Waste  Project   Development  and  Management,
Environmental Remediation and Plant Relocation.                                 

RISK FACTORS

     You  should  carefully  consider  the  following  risk  factors  and  other
information set forth in this prospectus before deciding to buy our securities. 

Risks Related to Fusion Networks                                                

Company Risks                                                                   

We have only been in  business  for a short  period of time,  so your  basis for
evaluating our company is limited                                               

     We have only an extremely limited operating history for you to evaluate our
business. We were incorporated in July 1999 and launched the LatinFusion.com web
site on a pilot basis in October 1999.  Other than  development  of our business
plan and steps taken to implement that business plan, we have conducted  limited
operations  since  inception  and, as of  December  31,  1999 had  generated  no
operating revenues.                                                             

     You must consider the risks, expenses and uncertainties that an early stage
Internet company like ours faces. These risks include our ability to:           

     -    fund the  proposed  expansion  of the  LatinFusion.com  network in new
markets;                                                    

     -    increase awareness of the LatinFusion.com  brand and continue to build
user loyalty;                                               

-    expand the content and services on our network;                  

-    attract a larger audience to our network;                        

  -    attract a large number of advertisers from a variety of industries;

-    maintain our current, and develop new, strategic relationships;  

-    respond effectively to competitive pressures; and                

-    continue to develop and upgrade our technology.                  

     We cannot  assure  you that we will be  successful  or that we will be able
effectively  to compete and achieve market  acceptance or otherwise  address the
risk factors disclosed in this proxy statement/prospectus.                      

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We have not generated any operating  revenues,  have not operated profitably and
expect to operate at a loss for the foreseeable future                          

     As of  September,  1999,  we had  generated  no  operating  revenues  since
inception and had an accumulated deficit of approximately $409,238. We expect to
continue to incur significant  losses for the foreseeable  future.  Although our
revenues are expected to grow rapidly,  for the foreseeable future, our expenses
are  expected  to grow  even  faster  and we  expect to  increase  our  spending
significantly.  Accordingly,  we will need to generate  significant  revenues to
achieve profitability. We may not be able to do so.                             

We may not be able to generate substantial advertising revenues as called for in
our business plan                                                               

     Our  business  plan is  dependent  on the  anticipated  expansion of online
advertising  in Latin  America and the growth of our  revenues is  dependent  on
establishing  and growing revenues  generated by advertising.  If the market for
online  advertising in Latin America does not develop to the extent  anticipated
or develops at a slower pace than  anticipated or if we are unable to secure and
maintain online advertising  relationships,  our revenues may be insufficient to
operate profitably.                                                             

     Online  advertising is an unproven business and our ability to generate and
maintain significant advertising revenues will depend, among other things, on:  

     -    advertisers'   acceptance   of  the  Internet  as  an  effective   and
sustainable advertising medium;                             

     -    the  development  of a  large  base of  users  of our  portal  network
     possessing demographic characteristics attractive to advertisers;

     -    our  ability  to  contract  with  a  diverse   group  of   advertising
affiliates; and                                             

     -    the effectiveness of our advertising delivery,  tracking and reporting
system.                                                     

     We have developed an "infomercial" advertising model. We have not, however,
as yet, entered into any substantial advertising  arrangements pursuant to which
advertisements  will appear on our network.  We anticipate that most advertising
affiliates  will contract for our services under  agreements  cancelable  upon a
specified notice period. Our advertising affiliates will measure satisfaction by
acceptable  revenue  levels,  the number of times  users view an  advertisement,
general  reputation  of our network  and loyalty to our network  among users and
timely and accurate reporting. There can be no assurance that:                  

-    we will be able to attract a sufficient  number of  advertisers to allow us
to operate profitably;                                                

-    our advertising affiliates will remain associated with us; or              

-    our advertising  affiliates will maintain  consistent or increasing traffic
levels over time.                                                     

     The loss of our  advertising  affiliates  or a reduction in traffic on such
Web sites or on our portal may cause  advertisers  to withdraw from our network,
which, in turn, could reduce our future advertising revenues.                   

Some of our advertising  revenues may be non-cash  revenues which do not provide
funds to pay operating expenses or expansion costs                              

     We may  enter  into  reciprocal  advertising  arrangements  under  which we
exchange  advertising  on our  network  for  advertising  space  on  traditional
advertising  mediums,  such as  radio,  television,  newspapers  and  magazines.
Reciprocal  advertising  arrangements  do not  generate any cash  revenues  and,
therefore,  do not provide funds to pay operating  expenses or expansion  costs.
Such reciprocal advertising  arrangements may represent a substantial portion of
our  revenues,  particularly  in the early  months and years of operation of our
network.                                                                        

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We will  rely on  content  provided  by  third  parties  to  attract  users  and
advertisers                                                                     

     Pursuant  to our  business  plan,  we  expect  to rely on a number of third
parties  to  create  and  supply  content  in  order to make  our  network  more
attractive to users and advertisers.  The loss of content, or receipt of content
which is not attractive to users or is readily  available at other sites,  could
result in reduced traffic volume to our network and reduced revenues.  To remain
competitive,  we must  continue  to enhance and  improve  our  content.  We have
entered into a limited number of  arrangements  with content  providers and must
enter into  additional  arrangements  to provide  for the  quality and volume of
content  necessary to make our network an attractive  site.  We anticipate  that
most of these  arrangements  will  not be  exclusive  and will be short  term in
nature or cancelable on short notice.  There can be no assurance that we will be
successful in establishing and maintaining relationships with content providers.

We  will  rely on  various  strategic  relationships  with  electronic  commerce
merchants, technology providers and others                                      

     Our  business  is  expected to depend on  establishing  relationships  with
leading  electronic  commerce  merchants,   and  technology  and  infrastructure
providers.  If we are unable to establish such  relationships  or if the parties
with  which  we  have  these  relationships  do  not  adequately  perform  their
obligations,  reduce  their  activities  with us,  choose to compete  with us or
provide their services to a competitor,  we may have more difficulty  attracting
and maintaining  visitors to our network and our revenues and  profitability may
decline.  We have not, as yet, entered into any substantial  relationships  with
electronic commerce merchants or technology or infrastructure providers. Because
most  of our  agreements  with  these  third  parties  are  not  expected  to be
exclusive,  our  competitors  may  seek to use the  same  partners  as we do and
attempt to adversely impact our relationships with our partners. We might not be
able to maintain these  relationships or replace them on financially  attractive
terms. Also, we intend to actively seek additional  relationships in the future.
Our efforts in this regard may not be successful.                               

We will be required to continually  enhance and invest in our network to attract
users and advertisers                                                           

     In order to attract and retain users and  advertisers  to our  network,  we
must continually improve the  responsiveness,  functionality and features of our
network and develop other products and services that are attractive to users and
advertisers.  If we are  unsuccessful  in  developing or  introducing  features,
functions,  products and services that visitors and advertisers  find attractive
in a timely manner we will likely experience  reduced visitor traffic,  revenues
and profitability.                                                              

Unexpected  systems  interruptions  and capacity  constraints  could reduce user
traffic, reducing revenues and impeding development of our business             

     Any  systems  failure  or  inadequacy  that  causes  interruptions  in  the
availability of our services, or increases the response time of our services, as
a result of increased  traffic or  otherwise,  could  reduce user  satisfaction,
future  traffic and our  attractiveness  to users and  advertisers  resulting in
reduced revenues. In addition, as the amount of Web pages and traffic increases,
there  can  be  no  assurance  that  we  will  be  able  to  scale  our  systems
proportionately.  There also can be no assurance that our ad serving  technology
can  continue to properly  track the number of  impressions  on our  advertising
affiliates if traffic  increases  substantially.  We are also dependent upon Web
browsers,  ISPs,  and other Web site  operators in Latin America and  elsewhere,
which may experience  significant system failures and electrical outages and our
users may  experience  difficulties  due to  system  failures  unrelated  to our
systems and services.                                                           

     We have limited backup systems and redundancy and we may experience  system
failures and electrical  outages from time to time which disrupt our operations.
We do not  presently  have a disaster  recovery plan in the event of damage from
fire, hurricanes, floods, power loss, telecommunications failures, break-ins and
similar  events.  If any of the foregoing  occurs,  we may experience a complete
system shut-down.  If we experience delays and  interruptions,  or if a computer
virus  affecting our system is highly  publicized,  visitor traffic may decrease
and our  brand  could  be  adversely  affected.  In  addition,  the  inadvertent
transmission  of computer  viruses could expose us to a material risk of loss or
litigation and possible liability.  Because our revenues depend on the number of
individuals  who use our  network,  our  business  may suffer if our  efforts to
maintain  our system  are  unsuccessful.  Further,  any  significant  equipment,
computer virus or related systems problem, could require us to incur significant
unanticipated  expenses to remedy these  problems and could divert  management's
time and attention. Although we carry general liability insurance, our insurance
may not cover any claims by dissatisfied  providers or subscribers or may not be
adequate to indemnify us for any liability that may be imposed in the event that
a  claim  were  brought  against  us.  To  improve  performance  and to  prevent
disruption  of our  services,  we may have to make  substantial  investments  to
deploy  additional  servers or one or more copies of our Web sites to mirror our
online resources.                                                               

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Development   of  our   business   and  revenue   growth  could  be  impeded  if
LatinFusion.com  is not  successful  in  establishing  brand  awareness  for the
network                                                                         

     Maintaining the LatinFusion.com  brand is critical to our ability to expand
our user base and our revenues.  If we fail to promote our brand successfully or
if visitors to our network or  advertisers do not perceive our services to be of
high  quality,  the  value of the  LatinFusion.com  brand  could  be  diminished
resulting in reduced user traffic and revenues.  We believe that the  importance
of brand  recognition  will  increase as the number of  Internet  sites in Latin
America grows. In order to attract and retain  Internet  users,  advertisers and
electronic   commerce  partners,   we  intend  to  increase   substantially  our
expenditures  for  creating  and  maintaining  brand  loyalty.  Our  success  in
promoting  and  enhancing  the  LatinFusion.com  brand  will also  depend on our
success in providing high quality content, features and functionality.          

We may not be able to obtain sufficient funds to implement our business plan and
grow our business                                                               

     Implementation of our business plan and growth of our business will require
substantial  additional  funding.  If we are unable to raise additional capital,
our ability to implement our business  plan, to grow our business and to operate
profitably  could be  impeded.  Because  we expect to  generate  losses  for the
foreseeable  future,  we do not expect that income from our  operations  will be
sufficient  to meet these  needs.  Therefore,  we will likely  have  substantial
future capital  requirements after the merger.  Obtaining  additional  financing
will be  subject  to a number  of  factors,  including  market  conditions,  our
operating  performance,  and  investor  sentiment.  These  factors  may make the
timing,  amount, terms and conditions of additional  financing  unattractive for
us.                                                                             

Rapid  growth  in  operations  could  strain  our  managerial,  operational  and
financial resources, resulting in reduced revenues and profitability            

     The planned  growth of our network and  operations  may place a significant
strain on our managerial,  operational and financial  resources.  Our failure to
expand and integrate these areas in an efficient manner could cause our expenses
to grow and our  revenues  to  decline or grow more  slowly  than  expected.  To
accommodate this planned growth,  we must implement  continually new or upgraded
operating  and  financial  systems,  procedures  and  controls  throughout  many
different  locations.  In addition,  our future  success will also depend on our
ability to expand,  train and manage our workforce,  in particular our sales and
marketing organization, both domestically and internationally. We will also have
to  maintain  close  coordination  among  our  technical,  accounting,  finance,
marketing, sales and editorial personnel. We may not succeed with these efforts.

The loss of key personnel could impede  implementation  of our business plan and
reduce profitability                                                            

     Our future  success will depend,  in  substantial  part,  on the  continued
service of our senior  management,  including Mr.  Hernando  Bahamon,  our Chief
Executive  Officer,  and key  technical  and  sales  personnel.  The loss of the
services of one or more of our key personnel could impede  implementation of our
business  plan and reduce  profitability.  We have applied for a key person life
insurance  policy in the amount of $5 million  on the life of Mr.  Bahamon,  but
have not, as yet,  obtained such policy.  Our future success will also depend on
our  continuing  ability  to  attract,  retain  and  motivate  highly  qualified
technical, sales and marketing,  customer support, financial and accounting, and
managerial personnel.  Competition for this personnel, in particular information
technology  professionals,  is intense, and we cannot assure you that we will be
able to retain our key personnel or that we will be able to attract,  assimilate
or retain other highly qualified personnel in the future.                       

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Latin American Internet Risks                                                   

The Latin American  Internet  industry is a developing market and has not proven
as an effective commercial medium                                               

     The market for Internet  services in Latin  America is in an early stage of
development.  If Internet  usage in Latin  America  does not continue to grow or
grows more slowly than we  anticipate,  the  development  of our business may be
impeded and our revenues may be  insufficient to operate  profitably.  Since the
Internet is an unproven medium for advertising  and other  commercial  services,
our future operating results will depend substantially upon the increased use of
the Internet for  information,  publication,  distribution  and commerce and the
emergence of the Internet as an effective advertising medium in Latin America.  

     Critical  issues  concerning  the  commercial  use of the Internet in Latin
America such as security, reliability, cost, ease of deployment,  administration
and quality of service may affect the adoption of the Internet to solve business
needs. The most advanced  security  measures for electronic  sales  transactions
have been developed to accommodate credit card sales. The use of credit cards is
not,  however,  a common  practice in Latin America.  While debit cards are more
common  than  credit  cards in Latin  America  and a  security  system  has been
developed  for use with debit cards,  consumers  will have to be confident  that
adequate  security measures protect  electronic sales  transactions in the Latin
American market before electronic commerce can attain wide acceptance.  Further,
cost of access,  poor  reliability  and poor service may prevent many  potential
Latin Americans from using the Internet.                                        

Our  ability to grow users of our  network  depends on the  establishment  of an
adequate telecommunications infrastructure in Latin America                     

     The telecommunications infrastructure in many parts of Latin America is not
as  well-developed  as in the United States or Europe.  If  improvements  to the
Latin American  telecommunications  infrastructure  do not occur or if access to
the  Internet in Latin  America  does not  continue to grow or grows more slowly
than we  anticipate,  the  development  of our  business  may be impeded and our
revenues  may be  insufficient  to operate  profitably.  Access to the  Internet
requires a relatively advanced  telecommunications  infrastructure.  The quality
and continued  development  of the  telecommunications  infrastructure  in Latin
America  will have a  substantial  impact on our ability to deliver our services
and on the market  acceptance  of the Internet in Latin  America in general.  If
further improvements to the Latin American telecommunications infrastructure are
not made, the Internet will not gain broad market acceptance in Latin America.  

Social,  political and economic  risks  associated  with doing business in Latin
America may impede the development of our business                              

     Social, political and economic conditions in Latin America are volatile and
may cause our operations to fluctuate.  This volatility  could make it difficult
for us to implement and grow our business and to sustain our expected  growth in
revenues and  earnings,  which could have an adverse  effect on our stock price.
Historically,  volatility has been caused by significant  governmental influence
over many aspects of local economies, political instability,  unexpected changes
in regulatory requirements,  social unrest, slow or negative growth,  imposition
of trade barriers, and wage and price controls.                                 

     We have no control  over these  matters.  Volatility  resulting  from these
matters may decrease Internet  availability,  create  uncertainty  regarding our
operating climate and adversely affect our customers'  advertising  budgets, all
of which may  impede  the  development  of our  business  and  result in reduced
revenues and profitability.                                                     

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Currency  exchange rate  fluctuation may impede  development of our business and
result in exchange rate losses                                                  

     Currency  fluctuations  and  poor  general  economic  conditions  in  Latin
American countries may cause our customers to reduce their advertising spending,
which could  impede  development  of our business and could cause our revenue to
decline  unexpectedly.  Many countries in Latin America,  including  major Latin
American  markets such as Brazil and  Argentina,  have  experienced  significant
economic downturns and currency rate volatility.  Currency fluctuations, as well
as high interest  rates,  inflation and high  unemployment,  have materially and
adversely affected the economies of these countries.                            

     In addition to  potentially  adversely  impacting  our  revenues,  currency
fluctuations  may give rise to exchange  rate losses.  We may bill  customers in
Latin America in local currencies.  Our accounts receivable from these customers
will decline in value if the local  currencies  depreciate  relative to the U.S.
dollar.  Although  we may enter into  hedging  transactions  in the future in an
effort to reduce our exposure to exchange rate fluctuations,  we may not be able
to do so  successfully.  In  addition,  our  currency  exchange  losses  may  be
magnified if we become subject to exchange control  regulations  restricting our
ability to convert local currencies into U.S. dollars.                          

Intense  competition  in the Latin  American  Internet  industry could cause our
revenues to be insufficient to operate profitably                               

     Intense competition in the Latin American Internet industry could result in
lower  advertising  rates,  price  reductions and lower profit margins,  loss of
visitors,  reduced page views,  or loss of market share.  Any one of these could
result in reduced revenues and a lack of profitability.                         

     The Latin American Internet market is characterized by an increasing number
of entrants because of low barriers to entry into the market.  In addition,  the
Internet industry is relatively new and subject to continuing  definition and as
a result,  our  competitors  may better  position  themselves to compete in this
market as it matures. Many of our existing  competitors,  as well as a number of
potential  new  competitors,  have longer  operating  histories  in the Internet
market,  greater name  recognition,  larger  customer  bases and  databases  and
significantly  greater financial,  technical and marketing resources than do we.
Any of our present or future  competitors may provide products and services that
provide significant performance,  price, creative or other advantages over those
offered  by us. We can  provide  no  assurance  that we will be able to  compete
successfully against our current or future competitors.                         

Regulatory and Legal Risks                                                      

Regulation  of the  Internet  industry in Latin  America  and other  markets may
impede implementation of our business plan                                      

     The laws  governing the Internet  remain largely  unsettled,  even in areas
where there has been some  legislative  action.  New  legislation and regulation
could increase our cost of doing  business,  dampen the growth in the use of the
Internet generally,  and our network in particular,  and decrease the acceptance
of the Internet as a communications  and commercial  medium,  which could impede
implementation  of our business plan resulting in reduced revenues and a lack of
profitability.  It may take years to determine  whether and how  existing  laws,
including those governing  intellectual  property,  privacy, libel and taxation,
apply to the Internet  generally  and  electronic  publishing,  advertising  and
commerce in particular.  In addition to new laws and regulations  being adopted,
existing  laws may be applied to the  Internet.  New and existing laws may cover
issues which include:  sales and other taxes,  user privacy,  pricing  controls,
characteristics  and  quality of products  and  services,  consumer  protection,
cross-border  commerce,  libel and defamation,  copyright,  trademark and patent
infringement,  pornography,  and other claims based on the nature and content of
Internet materials.                                                             

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     In  addition,  because the growing  popularity  and use of the Internet has
burdened the existing telecommunications infrastructure and many areas with high
Internet usage have begun to experience  interruptions  in phone  service,  some
local  telephone  carriers  have  petitioned  governmental  agencies to regulate
Internet service  providers and online service  providers in a manner similar to
long distance  telephone  carriers and to impose access fees on Internet service
providers and online service providers.  If any of these petitions or the relief
that they seek is granted,  the costs of  communicating  on the  Internet  could
increase substantially, potentially adversely affecting the growth in the use of
the Internet.                                                                   

     Further,  due to the global  nature of the Internet,  it is possible  that,
although  transmissions  relating  to our  services  originate  in one  state or
country,  governments of other states or countries might attempt to regulate our
services or levy sales or other taxes on our  activities.  We cannot  assure you
that  violations of local or other laws will not be alleged or charged by local,
state, federal or foreign governments, that we might not unintentionally violate
these laws or that these laws will not be modified,  or new laws enacted, in the
future.  Any of these  developments  could  impede  development  of our business
resulting in reduced revenues and a lack of profitability.                      

     Because we expect to have  employees,  property and business  operations in
the United States and throughout  Latin America,  we will be subject to the laws
and the court  systems of many  jurisdictions.  We may become  subject to claims
based on foreign jurisdictions for violations of their laws. In addition,  these
laws may be  changed or new laws may be  enacted  in the  future.  International
litigation is often expensive, time consuming and distracting.  Accordingly, any
of the foregoing could result in increased expenses and reduced profitability.  

Failure to adequately protect and secure intellectual property rights may result
in reductions in revenues or unexpected expenses                                

     Protection of our rights regarding  intellectual property is believed to be
critical to our success.  Unauthorized use of our intellectual property by third
parties may adversely affect our reputation  resulting in reduced  revenues.  We
intend to rely on trademark  and  copyright  law,  trade secret  protection  and
confidentiality  and/or  license  agreements  with  our  employees,   customers,
partners and others to protect our  intellectual  property  rights.  Despite our
precautions,  it may be  possible  for  third  parties  to  obtain  and  use our
intellectual  property  without   authorization.   Furthermore,   the  validity,
enforceability   and  scope  of   protection   of   intellectual   property   in
Internet-related  industries is uncertain and still  evolving.  The laws of some
foreign countries are uncertain or do not protect  intellectual  property rights
to the same extent as do the laws of the United States.                         

     Further,  we may from time to time license technology from third parties or
develop  intellectual  property  internally for use on our network. We cannot be
certain that our products do not or will not infringe valid patents,  copyrights
or other intellectual  property rights held by third parties.  We may be subject
to legal  proceedings and claims from time to time relating to the  intellectual
property  of  others  in the  ordinary  course  of our  business.  We may  incur
substantial expenses in defending against these third-party infringement claims,
regardless of their merit.  Successful infringement claims against us may result
in substantial  monetary  liability or may materially disrupt the conduct of our
business.                                                                       

We may be held liable for information retrieved from our network                

     Because our services can be used to download and distribute  information to
others,  there is a risk that  claims  may be made  against  us for  defamation,
negligence,  copyright  or trademark  infringement  or other claims based on the
nature and content of such material.  The laws in the United States and in Latin
American  countries  relating to the liability of companies which provide online
services,  like ours, for activities of their visitors are currently  unsettled.
We could be subject to claims  based on content  retrieved  from our network and
incur  significant costs in their defense.  In addition,  we could be exposed to
liability  for the  selection  of listings  that may be  accessible  through our
network  or  through  content  and  materials  that  our  visitors  may  post in
classifieds,  message boards,  chat rooms or other interactive  services.  It is
also possible that if any  information  provided  through our services  contains
errors,  third  parties  could make  claims  against us for losses  incurred  in
reliance on the information. We intend to offer Web-based e-mail services, which
expose us to potential  liabilities or claims resulting from unsolicited e-mail,
lost  or  misdirected  messages,   illegal  or  fraudulent  use  of  e-mail,  or
interruptions or delays in e-mail service.  We may be subject to claims based on
products and services sold on our network                                       

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     We intend to enter into  arrangements  to offer  third-party  products  and
services on our  network  which may subject us to  additional  claims  including
product liability or personal injury from the products and services,  even if we
do not ourselves  provide the products or services.  These claims may require us
to incur  significant  expenses  in their  defense  or  satisfaction.  While our
agreements  with  these  parties  are  expected  to  provide  that  we  will  be
indemnified against such liabilities, such indemnification may not be adequate. 

     Although we carry general liability insurance,  our insurance may not cover
all potential claims to which we are exposed or may not be adequate to indemnify
us for all liability  that may be imposed.  Any  imposition of liability that is
not covered by insurance or is in excess of insurance  coverage could subject us
to payment of amounts in excess of our  available  resources  or could result in
the  imposition of criminal  penalties.  In addition,  the  increased  attention
focused  on  liability  issues as a result  of these  lawsuits  and  legislative
proposals could impact the overall growth of Internet use.                      

Risks Related to IDM                                                            

We have a history of substantial operating losses and may continue to experience
losses                                                                          

     We have experienced significant operating losses during the past four years
and  may  continue  to  experience  losses  in the  future.  We had  net  losses
attributable to common stock of $7.2 million,  $22.4 million, $9.9 million, $9.1
million and $3.9 million during the years ended December 31, 1999,  1998,  1997,
1996 and 1995, respectively. Until such time as we are able to begin one or more
large projects on which delays in commencement have been  experienced,  or until
such time as other  projects are begun,  if ever, we will continue to experience
losses.                                                                         

Intense competition may limit our ability to secure projects and result in lower
margins                                                                         

     Competition in the environmental  services industry is intense. As a result
of such competition,  operating margins may be reduced and our ability to secure
profitable  contracts  may be  limited.  The  industry  is  dominated  by  large
architectural  engineering firms such as Bechtel,  Fluor,  Westinghouse,  Foster
Wheeler and ICF Kaiser,  among others.  Additionally,  many smaller  engineering
firms,  construction  firms,  consulting  firms and other  specialty  firms have
entered the environmental services industry in recent years and additional firms
can be  expected  to enter  into the  industry.  Many of the firms with which we
compete  in the  environmental  services  industry  have  significantly  greater
financial resources and more established market positions than do we.           

Various segments of the environmental industry are mature and are not growing   

     With the entry of  increasing  competition,  the market for  certain  labor
intensive low technology services,  such as asbestos abatement,  dismantling and
demolition,  has become saturated  resulting in lower margins in those segments.
As a result of such  maturation and competitive  pressures many  participants in
the environmental services industry have incurred losses or significant declines
in  profitability  in recent  years.  The  maturation  of those  markets and our
determination  to avoid  those  markets  reduces  the  potential  market for our
environmental services and potential revenues from such services. Further, there
can be no assurance that other segments of the environmental services market not
previously  effected by  competition  and lower  margins  will not be  adversely
effected in the future.                                                         

We may incur write downs and other losses if we are unable to  integrate  recent
acquisitions                                                                    

     We have undertaken various strategic technology  acquisitions and alliances
in recent  years in order to improve our  competitive  position and increase our
potential  revenues.  In the event we are unable to  successfully  integrate our
technology  acquisitions/alliances with our existing operations or we are unable
or unwilling to meet the funding  requirements  necessary to fully commercialize
such  technologies,  it is  possible  that  we  could  loss  some  or all of our
investment  in such  technologies.  There  can be no  assurance  that we will be
successful  in  integrating  such new  technologies  with our  existing  service
offerings.  Further, it is possible that certain state-of-the-art  technologies,
including  technologies  which have been or may in the future be acquired by us,
may not yet be  commercially  viable or may require  ongoing  funding beyond our
capabilities  before  those  technologies  can  be  successfully  deployed  on a
commercial basis.                                                               

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We may incur write-downs and other losses if we are unable to successfully enter
into the power production market                                                

     We  have  devoted  substantial  resources  to  our  entry  into  the  power
production market and expect to devote substantial  additional resources to such
efforts in the future. If we are unable to translate our efforts and investments
into operating power  facilities,  we may incur  substantial  write-downs of our
investments and other losses associated with such efforts. Our ability to profit
from  efforts in this  regard is  contingent  upon our  ability to  successfully
negotiate  agreements with  governmental,  industrial and other entities whereby
those  entities  agree to  purchase  all or a  substantial  portion of the power
produced  by those  facilities,  our  ability to  finance  and  construct  power
production  facilities  on terms deemed  acceptable  and our ability to purchase
feed  stocks  and  operate  facilities  at  sufficiently  low  cost to  generate
operating  profits and to recover the cost of constructing  such facilities.  We
have no experience in  constructing or operating  power  production  facilities.
There  can  be  no  assurance  that  we  will  be  successful  in   consummating
arrangements to construct,  operate and sell power from such facilities. Even if
we are successful in consummating such  transactions,  there can be no assurance
that the facilities  can or will be operated  profitably or, given the nature of
the anticipated  purchasers of such production,  that the foreign entities which
have contracted to purchase such  production will have the financial  capability
to purchase the power committed to be purchased.                                

     Despite  our  substantial  investments  to enter into the power  production
market,  we have been  unable  to  commence  any  substantial  power  production
operations,  other than of a development  nature, and have been unable to secure
adequate power purchase  arrangements or financing to begin  construction of any
power plants to date.                                                           

     Additionally,  even if we are successful in developing and financing  power
projects,  a variety of independent  power  producers and private and government
owned  entities  may provide  power in some of the markets in which we expect to
operate.  Should  those  markets grow and undergo  deregulation  similar to that
experienced in the United States,  it can be expected that new competitors  will
enter those markets increasing pricing and competitive pressures.               

     Accordingly,  there can be no assurance  that we will be  successful in our
efforts to enter that market,  that we can operate on a profitable  basis in the
markets  which we may enter or that any profits  which may be generated  will be
sufficient to recover the cost of entering the power production market.         

Our  ability to perform  certain  environmental  services  is  dependent  on our
ability to secure bonding                                                       

     In  order  to  bid  on  and   successfully   secure  contracts  to  perform
environmental  services of the nature  offered,  we may,  depending upon the bid
specifications, be required to provide surety bonds for each respective project.
There can be no assurance that we will have adequate  bonding capacity to bid on
all of the  projects  which we would  otherwise  bid upon  were we to have  such
bonding  capacity or that we will in fact be successful in obtaining  additional
jobs on which we may bid. The number and size of contracts  which we can perform
is directly  dependent  upon our ability to obtain  bonding  which,  in turn, is
dependent  upon our net  worth,  liquid  working  capital,  and the  nature  and
projected  profitability of projects  undertaken,  among other factors. We have,
from time to time,  been unable to secure  additional and larger  contracts as a
result of such bonding  requirements  and may incur similar  difficulties in the
future.                                                                         

We are subject to potential  liabilities and costs in connection with compliance
with environmental regulations                                                  

     Environmental  regulations,  at the federal, state and local levels, impose
stringent  guidelines on companies which generate and handle hazardous materials
as well as other  companies  involved  in various  aspects of the  environmental
services  industry.  Any future increases or changes in regulation may result in
our incurring  additional  costs for equipment,  retraining,  development of new
remediation or abatement plans, handling of hazardous materials and other costs.

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     We have been named in complaints, and may be named in future complaints, as
violating various regulations governing the removal of asbestos. We have settled
certain  complaints  in the past by  agreeing  to pay civil  fines or  penalties
without  admitting  liability.  There  can be no  assurance,  however,  that any
complaints which may arise in the future can be settled on a favorable basis. In
any event,  because of the nature of our operations and the industry in which we
operate,  the potential for liability and the extent of such potential liability
is very  substantial.  Any such  liability  which is  determined  to exist could
result in  unexpected  expenses,  operating  losses and demands in excess of our
resources.                                                                      

We may be exposed to damages or claims not covered by insurance or exceeding the
limits of our insurance coverage                                                

     Our environmental  impairment insurance policy does not cover any liability
arising  from  radiological  operations  other than low level  radioactive  soil
excavation and facility cleaning. If, in the absence of such insurance,  were we
to incur  liability for  environmental  impairment  in connection  with excluded
radiological  services,  such liability could result in unexpected  expenses and
demands  in  excess  of our  resources.  Further,  as the  cost of  cleaning  or
correcting  environmental  hazards  can  be  extremely  high,  even  if  we  are
determined  to be liable for costs which are covered by  insurance,  there is no
assurance  that such  coverage  will be adequate to pay the entire cost  thereof
and, therefor, we may incur losses in excess of our insurance coverage.         

Our operations are frequently  dependent upon a small number of major  customers
and projects                                                                    

     A significant portion of our revenues in recent years have come from, and a
significant  portion of our  resources  have been  devoted to, one or more large
clients and projects.  We are subject to large  decreases in revenues  following
the  completion  of large  projects.  In order for us to  replace  the  revenues
attributable to large  projects,  we must secure one or more large projects or a
large number of smaller  projects upon completion of such projects.  There is no
assurance that we can adequately replace such projects with other projects which
will produce as much revenue.  Further,  there is no assurance  that we will not
continue  to  be  dependent  upon  a  small  number  of  major  customers  for a
significant portion of our revenues and earnings.                               

We are dependent upon the efforts of key personnel                              

     Our  operations  are  dependent  upon  the  continued   efforts  of  senior
management.  Should any of the  members of our  senior  management  be unable or
unwilling to continue in their present roles or should such persons determine to
enter into  competition  with us,  our  ability  to bid on and  perform  certain
projects could be limited resulting in reduced revenues and operating profits.  

We are dependent on temporary labor                                             

     The location  and other  factors  effecting  jobs  performed  away from the
immediate vicinity of our headquarters  result in our regularly hiring temporary
workers on site. We may experience  difficulties  in  satisfactorily  performing
jobs and, in some cases,  may be exposed to certain  liabilities  as a result of
the acts or performance of such  temporary  workers.  There is no assurance that
all such  temporary  workers  will  perform at levels  acceptable  to us and our
customers. Additionally, in some locations, we may be required to hire unionized
temporary labor.  The hiring of such unionized  workers may give rise to various
other considerations  affecting the performance of jobs, including possible work
stoppages and varying wage and benefit demands, among others.                   

Our substantial working capital and financing requirements and lack of financial
resources  may cause us to have to sell  assets,  curtail  operations  or secure
third party financing                                                           

     Pending the receipt of payments for services  rendered,  we must  typically
fund substantial project costs,  including  significant labor and bonding costs.
If we have  inadequate  working  capital to fund such costs and support  ongoing
operations,  we must sell  assets,  curtail  operations  or secure  third  party
financing.                                                                      

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     As a  result  of  working  capital  shortages,  we were  required  to raise
additional  capital through the sale of equity securities on multiple  occasions
since 1995. There is no assurance that we will not require additional  financing
in the future.  While we have agreed with Fusion  Networks  that one-half of all
proceeds received from the exercise of outstanding  options and warrants will be
contributed to our capital to support  operations and we intend to seek any bank
or other financing  which may be required in the future,  there is no commitment
on the part of any  option or  warrant  holders  to  exercise  those  options or
warrants and no source of potential  financing has been  identified and there is
no assurance that any such  financing  will be available on terms  acceptable to
us, or at all, if needed.                                                       

We  have  been  subject  to,  and may  continue  to be  subject  to,  legal  and
administrative proceedings which may give rise to possible liability            

     We are  periodically  subject to lawsuits  and  administrative  proceedings
arising  in the  ordinary  course  of our  business.  We may  incur  substantial
unexpected  expenses as a result of such legal and  administrative  proceedings.
Included in such proceedings are periodic  administrative  proceedings initiated
by various environmental regulatory agencies.                                   

We have experienced  recurring  difficulty  collecting  amounts owed pursuant to
changes in the scope of services on projects                                    

     We have  periodically  been  required  to expand the scope of  services  on
projects  due to  undisclosed  circumstances,  delays or  disruptions  caused by
clients or other contractors and change orders requested by customers. Should we
be unable to collect reasonable  compensation for additional  services or should
we  experience  extended  delays  in  paying  such  amounts,  we may  experience
substantial losses from projects or substantial negative cash flow from projects
until such time as payment is received.  In such  situations,  we have routinely
sought additional  compensation for the additional services rendered as a result
of such undisclosed  circumstances,  delays or disruptions and change orders. We
have, on a number of  occasions,  had disputes with our clients as to the amount
of additional compensation owed and delays in the payment of such amounts.      

We have been a party to,  and are a party to,  transactions  involving  possible
conflicts of interest                                                           

     We  have  been  controlled,  and may  continue  to be  controlled,  by Joel
Freedman and Frank Falco, our principal officers,  and have periodically engaged
in  transactions  with Messrs.  Freedman and Falco and  entities  controlled  by
Messrs.  Freedman  and  Falco.  Any  current  or future  transactions  with such
affiliates may involve possible conflicts of interest.                          

We have amended and restated our financial statements                           

     As a result of cost  overruns and  unapproved  change orders on a series of
projects  during  1996 and the first  quarter of 1997,  we  implemented  certain
changes  in the  manner  in which we  account  for job costs  and  revenues.  In
conjunction with those accounting changes, we restated our financial  statements
and  amended our reports on Forms 10-Q for the  quarters  ended March 31,  1996,
June 30, 1996,  September 30, 1996,  March 31, 1997, June 30, 1997 and September
30, 1997 and on Form 10-K for the year ended December 31, 1996.                 

Other Risks                                                                     

The principal  officers and  stockholders of Fusion  Networks may  significantly
influence matters to be voted on by stockholders following the merger           

     The executive  officers and 5% stockholders  of Fusion  Networks  currently
beneficially  own  approximately  70% of the  outstanding  shares of our  common
stock.  Accordingly,  they will have  significant  influence in determining  the
outcome  of  any  corporate   transaction  or  other  matter  submitted  to  the
stockholders  for  approval,  including  the  election  of  directors,  mergers,
consolidations  and the sale of all or substantially all of our assets, and also
the  power to  prevent  or cause a change in  control.  The  interests  of these
stockholders  may differ from the interests of the other  stockholders.  You may
experience  substantial dilution as a result of our ability to issue substantial
amounts of additional shares without shareholder approval                       

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     We have an aggregate  of  approximately  50,943,000  shares of common stock
authorized but unissued and not reserved for specific purposes and an additional
12,167,000 shares of common stock unissued but reserved for issuance pursuant to
outstanding  warrants and options.  Although  there are no other present  plans,
agreements,  commitments  or  undertakings  with  respect  to  the  issuance  of
additional  shares, or securities  convertible into any such shares,  any shares
issued  would  further  dilute  the  percentage  ownership  held  by the  public
shareholders. All of such shares may be issued without any action or approval by
shareholders.                                                                   

     In addition  to the above  referenced  shares of common  stock which may be
issued without  shareholder  approval,  we have  1,000,000  shares of authorized
preferred stock, of which no shares are outstanding.  Prior to the distributions
of any  amounts to the  holders of common  stock,  whether  as  dividends  or on
liquidation, the holders of outstanding preferred stock must have received their
cumulative dividend or liquidation preference, as appropriate.  While we have no
present  plans to issue any shares of  preferred  stock,  the board of directors
will have the authority,  without shareholder  approval, to create and issue one
or more series of such preferred stock and to determine the voting, dividend and
other  rights of holders of such  preferred  stock.  The issuance of any of such
series of preferred  stock could have an adverse effect on the holders of common
stock.                                                                          

     The ability of the board of  directors to fix the terms of and issue shares
of  preferred  stock  without  shareholder  approval,  and  other  anti-takeover
provisions in our  certificate of  incorporation  and bylaws and available under
Delaware  law,  could (1) result in our being  less  attractive  to a  potential
acquiror  and (2) result in  shareholders  receiving  less for their shares than
otherwise might be available in the event of a take over attempt.               

The market price of our shares may experience price and volume fluctuations     

     Broad  market  fluctuations  may  adversely  affect the market price of our
common stock. The stock market has, from time to time, experienced extreme price
and volume fluctuations. The market prices of the securities of Internet-related
companies have been especially volatile,  including  fluctuations that are often
unrelated to the operating performance of the affected companies.               

     The market  price of our  common  stock  could be  subject  to  significant
fluctuations due to a variety of factors, including:                            

     -    public announcements concerning us or our competitors, or the Internet
industry;                                                   

-    fluctuations in operating results;                               

  -    introductions of new products or services by us or our competitors;

-    changes in analysts' earnings estimates; and                     

-    announcements of technological innovations.                      

     In the past, companies that have experienced volatility in the market price
of their stock,  including IDM, have been the object of securities  class action
litigation.  If we were the object of  securities  class action  litigation,  it
could result in substantial costs and a diversion of our management's  attention
and resources  and have a material  adverse  effect on our business,  results of
operation and financial condition.                                              

Future sales of shares of our common stock may negatively affect our stock price

     If our stockholders sell substantial amounts of our common stock, including
shares  issuable  upon the exercise of  outstanding  options and warrants in the
public market, the market price of our common stock could fall. These sales also
might make it more difficult for us to sell equity securities in the future at a
time  and  price  that we deem  appropriate.  Persons  who may be  deemed  to be
affiliates of either IDM or Fusion include individuals or entities that control,
are  controlled  by, or are under common control of either IDM or Fusion and may
include some of the officers,  directors,  or principal  shareholders  of IDM or
Fusion.  Affiliates  may not sell  their  shares of  common  stock  acquired  in
connection with the merger except pursuant to:                                  

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     -    an effective  registration statement under the Securities Act covering
the resale of those shares;                                 

     -    an exemption under paragraph (d) of Rule 145 under the Securities Act;
or                                                          

-    another applicable exemption under the Securities Act.           

We do not expect to pay dividends for the foreseeable future                    

     We have not declared or paid, and do not anticipate  declaring or paying in
the foreseeable  future,  any cash dividends on our Common Stock. Our ability to
pay  dividends is  dependent  upon,  among other  things,  our future  earnings,
operating and financial condition,  our capital  requirements,  general business
conditions and other pertinent factors,  and is subject to the discretion of our
board of directors.  Further,  as noted above, no distributions may be made with
respect to the common  stock  unless all  cumulative  dividends  with respect to
outstanding  preferred stock, if any, have been paid.  Accordingly,  there is no
assurance that any dividends will ever be paid on our common stock.             

 USE OF PROCEEDS

     We will not receive any of the proceeds  from the reoffer and resale of the
Shares by the Selling Stockholders.                                             

SELLING SHAREHOLDERS

     This Prospectus  relates to the reoffer and resale of the following  Shares
which may be issued to the  following  affiliates  of the Company (the  "Selling
Shareholders"):                                                                 

                                                        [Enlarge/Download Table]

                                                    Shares Purchasable                   
                              Number of Shares     Under Stock Options  Shares Held After
Name and Position          Held Prior to Offering   And Offered Hereby  Exercise and Sale
------------------         ----------------------  -------------------  -----------------
                                                                                         

Joel A. Freedman                                                                         
Director of the Company                                                                  
and President and Chief                                                                  
Executive Officer of IDM (1)         813,750              813,750                   0    

Frank A. Falco                                                                           
Director of the Company                                                                  
and Executive Vice President and                                                         
Chief Operating Officer of IDM (1)   860,855              813,750              47,105    

-------------------------                                                       

(1)  Includes  813,750  shares  issuable  upon the exercise of options which are
    currently exercisable and exercisable within 60 days from the date hereof.

PLAN OF DISTRIBUTION

     Pursuant to this  prospectus,  the selling  stockholders may sell shares of
common stock from time to time in  transactions  on such exchanges or markets as
the  common   stock  may  be  listed  for   trading   from  time  to  time,   in
separately-negotiated  transactions,  in  an  underwritten  offering,  or  by  a
combination  of such methods of sale,  at fixed prices which may be changed,  at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing  market  prices or at  negotiated  prices.  As used herein,  "selling
stockholder"  includes  pledgees,  donees,  transferees and other  successors in
interest to the selling  stockholders  selling  shares  received  from a selling
stockholder  after the date of this  prospectus.  The selling  stockholders  may
effect such  transactions  by selling  the shares of common  stock to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions  or  commissions  from the selling  stockholders  or the
purchasers  of the  shares for whom such  broker-dealers  may act as agent or to
whom  they  sell as  principal,  or both  (which  compensation  to a  particular
broker-dealer  might be in excess of customary  commissions).  Other  methods by
which the shares of common stock may be sold include,  without  limitation:  (i)
transactions  which  involve  cross or block  trades  or any  other  transaction
permitted by the Nasdaq National Market or other trading  markets,  (ii) "at the
market" to or through  market  makers or into an existing  market for the common
stock,  (iii) in other ways not involving  market makers or established  trading
markets,  including direct sales to purchasers or sales effected through agents,
(iv)  through  transactions  in options or swaps or other  derivatives  (whether
exchange-listed or otherwise),  (v) through short sales, or (vi) any combination
of any such methods of sale. The selling stockholders may also enter into option
or other  transactions  with  broker-dealers  which require the delivery to such
broker  dealers of the common  stock  offered  hereby,  which  common stock such
broker-dealers may resell pursuant to this prospectus.  The selling stockholders
may also make sales  pursuant to Rule 144 under the  Securities  Act of 1933, as
amended, if such exemption from registration is otherwise available.            

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     The selling  stockholders and any broker-dealers who act in connection with
the sale of shares of common stock  hereunder  will be subject to the prospectus
delivery  requirements  because they may be deemed to be  "underwriters" as that
term is defined in the Securities Act, and any commissions  received by them and
profit  on any  resale  of  the  shares  as  principal  might  be  deemed  to be
underwriting  discounts and  commissions  under the  Securities  Act. All costs,
expenses  and fees in  connection  with the  registration  of the  common  stock
offered hereby will be borne by us.  Brokerage  commissions  attributable to the
sale of common stock, if any, will be borne by the selling stockholders. We have
informed  the selling  stockholders  that the  anti-manipulative  provisions  of
Regulation M promulgated under the Securities  Exchange Act of 1934 may apply to
their sales in the market.                                                      

 LEGAL MATTERS

     The legality of the  securities  offered hereby will be passed on for us by
Vanderkam & Sanders,  Houston,  Texas.  Vanderkam & Sanders owns 5,000 shares of
Common Stock,  and a partner in the firm of Vanderkam & Sanders holds options to
purchase 13,000 shares of Common Stock, of the Company.                         

 EXPERTS

     The consolidated  financial statements and schedules of IDM included in the
Annual  Report  on Form 10-K of IDM for the year  ended  December  31,  1999 and
incorporated  by  reference  herein  have been  audited  by Samuel  Klein & Co.,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said reports.      

     The consolidated  financial  statements and schedules of Fusion included in
the Company's  joint proxy  statement/prospectus  and  incorporated by reference
herein have been audited by Samuel Klein & Co.,  independent public accountants,
as indicated in their reports with respect thereto,  and are incorporated herein
by  reference  in  reliance  upon  the  authority  of said  firm as  experts  in
accounting and auditing in giving said reports.                                 

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 Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference                                 

     The  following  documents,  which have been filed with or  furnished to the
Securities and Exchange  Commission (the  "Commission")  by the Registrant,  are
incorporated herein by reference and made a part hereof:                        

     (a)  The  Registrant's   Form  424(b)   Prospectus   (Commission  File  No.
333-92949) filed February 29, 2000;                         

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          since the end of the fiscal year covered by the  document  referred to
in (a) above; and                                           

     (c)  The description of securities  included in Form S-4 declared effective
          by  the  Commission  on  February  15,  2000   (Commission   File  No.
333-92949).                                                 

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of the  Exchange  Act  subsequent  to the  effective  date  of  this
Registration  Statement,  prior to the filing of a  post-effective  amendment to
this Registration  Statement  indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.                                 

Item 4. Description of Securities                                               

Not applicable.                                                       

Item 5. Interests of Named Experts and Counsel                                  

     The law firm of Vanderkam & Sanders has  rendered an opinion in  connection
with the shares offered under the Plans.  Vanderkam & Sanders holds 5,000 shares
of common  stock of the  Registrant  and a partner  in the firm of  Vanderkam  &
Sanders holds 13,000 stock options under the Plans.                             

Item 6. Indemnification of Directors and Officers                               

     Subsection  (a) of Section  145 of the  Delaware  General  Corporation  Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact that the person is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  the
person's conduct was unlawful.                                                  

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     Subsection  (b) of  Section  145 of the  DGCL  empowers  a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by the person in
connection  with the defense or  settlement of such action or suit if the person
acted under similar  standards,  except that no  indemnification  may be made in
respect to any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to  indemnification  for such  expenses  which the Court of Chancery or
such other court shall deem proper.                                             

     Section  145 of the  DGCL  further  provides  that,  to the  extent  that a
director  or  officer  of a  corporation  has been  successful  on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue or
matter  therein,  the person shall be indemnified  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by the person in connection
therewith; and that indemnification provided by, or granted pursuant to, Section
145 shall not be deemed  exclusive  of any other  rights to which those  seeking
indemnification may be entitled. Section 145 further empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against any liability  asserted  against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the  corporation  would have the power to indemnify such person against such
liabilities under Section 145 of the DGCL.                                      

     The   Registrant's   Certificate   of   Incorporation   provides   for  the
indemnification  of directors,  officers and employees of the  Registrant to the
fullest extent permitted under Section 145 of the DGCL.                         

     Section 102(b)(7) of the DGCL enables a Delaware  corporation to provide in
its  certificate  of  incorporation  for the  elimination  or  limitation of the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director.  Any such provision
cannot  eliminate  or limit a  director's  liability  (1) for any  breach of the
director's duty of loyalty to the corporation or its stockholders;  (2) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law;  (3) under  Section 174 of the DGCL  (which  imposes
liability on  directors  for  unlawful  payment of  dividends or unlawful  stock
purchase or  redemption);  or (4) for any  transaction  from which the  director
derived an improper  personal  benefit.  The Certificate of Incorporation of the
Registrant  eliminates  the  liability  of a director of the  Registrant  to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director to the fullest extent permitted by the DGCL.                      

     The Registrant  will carry policies of insurance which cover the individual
directors and officers of the Registrant for legal liability and which would pay
on behalf of the  Registrant  for expenses of  indemnification  of directors and
officers in accordance with the Certificate of Incorporation.                   

Item 7. Exemption from Registration Claimed                                     

Not applicable.                                                       

Item 8. Exhibits                                                                

Exhibit                                                               
No.             Description of Exhibit                            
---------         ------------------------                              

5.1      Opinion of Vanderkam & Sanders as to the legality of the   
securities being registered                       
23.1      Consent of Vanderkam & Sanders (included in Exhibit 5.1).   
23.2      Consent of Samuel Klein and Company                         

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Item 9. Undertakings                                                            

(a)  The registrant hereby undertakes:                                

          (1)  To file,  during  any  period in which  offers or sales are being
              made, a post-effective amendment to this registration statement:

               (i)  to include any  prospectus  required by Section  10(a)(3) of
the Securities Act of 1933;             

               (ii) to reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  registration  statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually or in aggregate, represent a fundamental change
                    in the information set forth in this Registration Statement;
and                                     

               (iii)to include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
   information in this Registration Statement;

               provided,  however, that the undertakings set forth in paragraphs
               (1)(i) and (1)(ii) above do not apply if the information required
               to be included in a post-effective  amendment by those paragraphs
               is contained in periodic reports filed by the Registrant pursuant
               to  Section  13 or  Section  15(d) of the  Exchange  Act that are
       incorporated by reference in this Registration Statement;

     (2)  That,  for the purpose of determining  liability  under the Securities
          Act of 1933, each  post-effective  amendment shall be treated as a new
          registration  statement of the securities offered, and the offering of
          the  securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.                                      

     (3)  To file a post-effective  amendment to remove from registration any of
 the securities that remain unsold at the end of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.      

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Fusion Networks Holdings,  Inc., a Delaware  corporation,  certifies that it has
reasonable  grounds to believe it meets all the  requirements for filing on Form
S-8, and has duly caused this registration  statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of South River, State
of New Jersey, on the 12 day of April, 2000.                                    

                                                FUSION NETWORKS HOLDINGS, INC.

                                       By: /s/ Joel Freedman
                                                    ----------------------------
                                       Joel Freedman
                                   President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below on April 12, 2000 by the following
persons in the capacities indicated:                                            

Name and Signature                   Title                              
---------------------------           -------------                             

/s/ Joel A. Freedman                President, Principal Executive Officer    
---------------------------          and Director                               
Joel A. Freedman                                                      

/s/ Michael B. Killeen              Chief Financial Officer and Director      
---------------------------                                                     
Michael B. Killeen                                                    

/s/ Frank A. Falco                   Director                                 
---------------------------                                                     
Frank A. Falco                                                        

II-4

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		4/17/00
		4/13/00		2		5			8-K/A,  8-K12G3
		4/12/00		2		25
		3/28/00		2
		2/29/00		7		22			424B3
		2/15/00		7		22			S-4/A
		12/31/99		8		21
		12/31/98		15
		12/31/97		15
		9/30/97		18
		6/30/97		18
		3/31/97		18
		12/31/96		15		18
		9/30/96		18
		6/30/96		18
		3/31/96		18
		12/31/95		15
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