S-4
CALCULATION OF REGISTRATION FEE SUBJECT TO COMPLETION, DATED APRIL 24, 2007 TABLE OF CONTENTS SUMMARY OF THE MATERIAL TERMS OF THE ARRANGEMENT Material U.S. Federal Income Tax Consequences of the Arrangement Risk Factors AD.VENTURE SELECTED FINANCIAL DATA SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL ... RISK FACTORS FORWARD-LOOKING STATEMENTS Cost Averaging of Identical Property Description of Exchangeable Shares NAME AND TITLE Employees Executive Officer and Director Compensation AD.VENTURE MANAGEMENT'S DISCUSSION AND ANALYSIS Liquidity and Capital Resources Quantitative and Qualitative Disclosure About Market Risk BUSINESS OF 180 CONNECT Legal Proceedings NAME AND TITLE Compensation Committee Interlocks and Insider Participation COMPENSATION TABLE OPTIONS Director Compensation Table SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT BENEFICIAL OWNERS BENEFICIAL OWNERS CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Conflicts of Interest Review, Approval or Ratification of Transactions with ... PRICE RANGE OF SECURITIES AND DIVIDENDS DESCRIPTION OF AD.VENTURE AND 180 CONNECT SECURITIES LEGAL MATTERS EXPERTS WHERE YOU CAN FIND MORE INFORMATION Index to Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BALANCE SHEET INCOME STATEMENT STOCKHOLDERS EQUITY CASH FLOW NOTES TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM BALANCE SHEET INCOME STATEMENT CASH FLOW BENEFICIAL OWNERS BENEFICIAL OWNERS Name Title Signature DIVIDENDS Section 6.3 Dealings with Transfer Agents, Registrars, Etc ... PART II Item 20. Indemnification of Directors and Officers. Item 21. Exhibits and Financial Statement Schedules. Item 22. Undertakings. POWER OF ATTORNEY EXHIBIT 5.1 EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23.4 EXHIBIT 99.1 EXHIBIT 99.2 EXHIBIT 99.3 EXHIBIT 99.4 EXHIBIT 99.5