TTR, Inc.
Ticker:TTRE 2 Hanagar Street
Exchange:NASDAQ-National Market Kfar Saba, ISRAL 44425
Industry:High-Tech (SIC Code 3577)

Offering Information
Type of Shares:Common Shares Filing Date:9/12/96
U.S. Shares:800,000 Offer Date:2/10/97
Non-U.S. Shares:0 Filing Price:$6.00
Primary Shares:800,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $4,800,000 Selling:$0.25
Expenses:$743,000 Reallowance:$0.10
Shares Out After:3,624,548

Primary Underwriting Group
ManagerTierPhone
First Metropolitan Securities, Inc.Lead Manager (212) 294-2730

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Baer Marks & Upham
Bank's Law Firm: Lampert & Lampert
Auditor: Schneider Ehrlich & Wengrover LLP
Registrar/Transfer Agent: North American Stock Transfer Co., New York

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$0.00$0.00$0.00Assets:$0.77
Net Income:-$0.90-$0.50-$0.33Curr Assets:
EPS:-$0.37-$0.19-$0.15Liabilities:$1.75
Prior EPS:-$0.02Curr Liabilities:
Cash Flow/Oper:Equity:-$0.99
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
TTR Inc. is primarily engaged in the design and development, an intends to commence marketing of, a family of proprietary software security products that are designed to prevent the unauthorized reproduction and use of computer software programs. TTR's proposed core product, SoftGuard, is designed to be used by software programs. TTR's proposed core product, SoftGuard, is designed to be used by software developers for inclusion in their software packages sold to end-users. The current version of SoftGuard, although out of the development stage and ready for commercialization, has not yet been released. Since its inception, the company has been engaged primarily in product design and testing, and has not had any sales revenue to date. The company's primary objective is to make SoftGuard the market standard for software protection. Annual losses incurred by software developers due to software piracy was estimated by the Business Software Alliance to exceed $15 billion worldwide in 1994.

Competition
The software protection industry is extremely competitive. The company faces tough competition from companies that are more established, benefit from greater market recognition and have greater resources, financial an dotherwise, than the company. The company's primary comeptitors are Rainbow Technologies Inc. And Aladdin Knowledge Systems Ltd., whom the company believes to have the largest installed product base in the limited market that exists for software security products. Further, there can be no assurance that existing software companies will not enter the market in the future. Most of the software protection products distributed by each of these competirors utiliize a hardware device such as a dongle. Although the company believes that its proposed SoftGuard line of products will be favorably distinguishable from those of its competitors, there can be no assurance that the company will be able to penetrate any of its competitor's portion of the market. The company believes that its principal competitive advatnages will be its ability to offer a relatively inexpensive and effective software-protection solution that does not utilizie any hardware components such as a dongle, plug, key or similar device that is compatible with a wide variety of operating systems and platforms.

Business Plan
The company's primary objective is to make SoftGuard the 'market standard' in software anti-copying protection. The company intends to pursue a business strategy that incorporates the following principal components: (I) Penetration of Software Security Markets, (ii) Penetration of Leading Geographic Marketing Areas, (iii) Continued Product Expansion and Enhancement, (iv) Pursue Strategic Acquisitions and (v) Strengthen Competitive Advantages.

Use of Proceeds
The proceeds from the proposed offering will be used for marketing, research and product development, the repayment of indebtedness, the purchase of capital equipment, and working capital and general corporate purposes.

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