Healthdesk Corporation
(www.healthdesk.com)
Ticker:HDSK 2560 Ninth Street, Suite 220
Exchange:NASDAQ-Small Cap Market Berkeley, CA 94710
Industry:High-Tech (SIC Code 7372) (510) 883-2160

Offering Information
Type of Shares:Common Shares Filing Date:10/21/96
U.S. Shares:1,700,000 Offer Date:1/16/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,700,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $8,500,000 Selling:$0.20
Expenses:$750,000 Reallowance:$0.10
Shares Out After:5,689,720

Primary Underwriting Group
ManagerTierPhone
Whale Securities CompanyLead Manager (212) 484-2057

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Gray Cary Ware & Freidenrich
Bank's Law Firm: Tenzer, Greenblatt, Fallon & Kaplan

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:$0.22$6.02$0.10Assets:$0.79
Net Income:-$1.44-$1.73-$0.50Curr Assets:
EPS:-$0.45-$0.45-$0.17Liabilities:$1.07
Prior EPS:-$0.08Curr Liabilities:
Cash Flow/Oper:Equity:-$0.28
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company, a development stage company, is engaged in designing, developing and marketing HealthDesk OnLine, a healthcare management and information system which enables consumers to take a more active role in their personal and family health. HealthDesk OnLine features easy-to-use Windows-based software designed to develop personal medical records and health management programs and access educational, health related information from the company's private Website and over the Internet. The company's proposed system is intended to lower the cost and improve the quality and accessibility of healthcare by promoting preventive maintenance and patient compliance and permitting electronic mail communications between consumers and healthcare providers and payers. HealthDesk OnLine is being developed in response to perceived market opportunities arising from increasing efforts of industry participants to stem the escalating cost of healthcare. The company currently offers HealthDesk OnLine with no license fee to potential sponsoring organizations willing to participate in market testing activities.

Competition
The markets that the company intends to enter are characterized by intense competition and an increasing number of new market entrants who have developed or are developing comeptitive products. The ocmpany will face competition from numerous sources, including prospective customers which may develop and market their own competitive products and services, health information system vendors, software companies and online and Internet service providers. The company believes that competition will be based primarily on ease of use, features (including communications capabilities and content) and price. The ocmpany believes that the combination of desktopand online functionality of HealthDesk OnLine may provide the company with a competitive advantage. In addition, certain companies have developed or may be expected to develop technologies or products in related market segments which could compete with certain technologies or products being developed by the company. The company expects that companies which have developed or are developing such technologies or products, as well as other companies (including established and newly formed companies) may attempt to develop products directly competitive with HealthDesk OnLine. In particular, several companies, including Healtheon, IBM Global Health Village, MedAccess Corporation, CareSoft, Inc., Access Health, Inc. and America's Housecalls Network, have announced plans to develop and commercialize competitive product and service offerings. Among other things, these products and services include the use of the Internet for electronic communication between health plans and consumers regarding plan matters, World Wide Web sites with information regarding healthcare related matters ant other Internet based products which are to offer health related information. Certain of such competitors have substantially greater financial, technical, marketing, distribution personnel and other resources than the company, permitting such companies to implement extensive marketing campaigns, both generally and in response to efforts by additional competitors to enter into new markets and market new products and services.

Business Plan
The company believes that the following key trends will contribute favorably to expected demand for HealthDesk OnLine: (I) Proliferation of Managed Care and Competitive Pressures, (ii) Continuing Penetration of Computers and Modems in the Home, (iii) Growth of the Informational and Commercial Applications and Resources of the Internet and (iv) Rapidly Changing Consumer Demands

Use of Proceeds
The proceeds from the proposed offering will be used for sales and marketing; repayment of indebtedness; product development; expansion of system capacity; and the balance for working capital and general corporate purposes.

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