Voicenet, Inc.
Proposed Ticker: VNET 380 Lexington Avenue
Exchange: NASDAQ-Small Cap Market New York, New York 10168
Industry: High-Tech (212) 399-6688

All share information is proposed
Type of Shares:Common Shares Filing Date:9/27/96
U.S. Shares Filed:1,250,000 Filing Price:$8.00
Non-U.S. Shares Filed:0 Offering Amount: $10,000,000
Primary Shares:1,250,000 Expenses:$540,000
Secondary Shares:0 Shs Out After:2,500,000

ManagerTierPhone
Pan American Securities, Inc.Lead Manager

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 6/30/96
Revenue:$0.00Assets:$0.04
Net Income:-$0.07Liabilities:$0.01
EPS:Equity:$0.02

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

Business Description
The company, a Delaware corporation, was recently established for the marketing and distribution of continuous speech, voice recognition systems and of digital audio reporting, transcription, archiving and retrieval systems. The products and technologies to be marketed by the company are the result of research and development conducted by Southern Group Limited and Philips Electronics, N.V. Southern is a publicly owned Australian corporation listed on the Australian Stock Exchange. Philips is a multi-national corporation based in the Netherlands which has traditionally been in the forefront of the dictation and recording markets world-wide. The company has recently acquired from Southern pursuant to a Technology Transfer Agreement dated as of August 1, 1996 the exclusive rights for the North, Central and South American markets to the technology developed by Southern relating to the voice products and the digital audio reporting, transcription, archiving and retrieval systems, including the right to manufacture and market digital audio reporting, transcription, archiving and retrieval systems known as COURTSMART-TM- for the court recording industry; digital audio products developed to exploit the markets for continuous, speech recognition and automatic transcription technology.

Use of Proceeds
The proceeds from the proposed offering will be used for payment of Promissory Note issued on technology acquisition, for working capital, for management consulting service, for general corporate purposes and for sales and marketing.

Last updated: 10/28/96

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