Young Minds, Incorporated
(www.ymi.com)
Proposed Ticker:YMCD 1906 Orange Tree Lane, Suite 220
Exchange:NASDAQ-National Market Redlands, California 92374
Industry:High-Tech (909) 335-5780

All share information is proposed
Type of Shares:Common Shares Filing Date:9/10/96
U.S. Shares Filed:1,100,000 Filing Range:$11.00 - $13.00
Non-U.S. Shares Filed:0 Offering Amount: $13,200,000
Primary Shares:725,000 Expenses:$249,000
Secondary Shares:375,000 Shs Out After:3,999,442

ManagerTierPhone
Meridian Capital Group, Inc.Lead Manager
Sharpe Capital, Inc.Co-manager

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 6/30/96
Revenue:$6.70Assets:$3.43
Net Income:-$0.76Liabilities:$5.89
EPS:-$0.16Equity:-$2.46

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
Young Minds, Incorporated, designs, develops, markets and sells a comprehensive line of software products, embedded controllers, and related services for creating, storing and accessing Compact Disc on computer workstations and networks. The company focuses on the development of state-of-the-art software bundled with advanced compact disc recordable drives and read-only CD-ROM "jukeboxes" to facilitate the rapid transfer of high volumes of information in a variety of computing environments. The company believes that it has achieved a strategic advantage by introducing sophisticated, platform neutral, industry compliant software solutions for the mass storage industry. The company's strategy is to serve the markets for CD-ROM Jukeboxes and CD Recorders through its proprietary software technology. The company's products have been developed to operate on a broad range of widely used computer platforms.

Use of Proceeds
The proceeds from the proposed offering will be used to repay short term indebtedness, with the remainder to be used for research and development, capital expenditures, marketing and working capital.

Last updated: 12/29/96

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