Cotelligent Group, Inc.
Ticker: COTL 101 California Street, Suite 2050
Exchange: NASDAQ-National Market San Francisco, California 94111
Industry: High-Tech (415) 391-0300

Type of Shares:Common Shares Filing Date:12/11/95
U.S. Shares:2,370,000 Offer Date:2/14/96
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,070,000 Offer Price:$9.00
Secondary Shares:300,000 Gross Spread:$0.63
Offering Amount: $23,700,000 Selling:$0.37
Expenses:$2,440,000 Reallowance:$0.10
Shares Out After:5,860,805

ManagerTierPhone
Volpe, Welty & CompanyLead Manager (415) 956-8120

Auditor: Price Waterhouse
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/95 9/30/95 9/30/94 9/30/95
Revenue:$50.03$30.64$23.05Assets:$13.37
Net Income:$1.25-$0.25$0.68Liabilities:$12.11
EPS:$0.28$0.18$0.16Equity:$1.26

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

Business Description
The company is an independent software professional services firm devoted primarily to providing computer consulting and contract programming services. The company provides its clients with the services of technical personnel who are skilled in implementing systems using a wide range of software development and support services. These services include mainframe and mid-range software development, personal computer and client/server applications development support, telecommunications and help-desk support. The company has entered into agreements to acquire, simultaneously with the closing of this offering, four established businesses which operate offices in eight metropolitan areas including Boston, New York, San Francisco/Silicon Valley and Seattle. The growth of information technology and the increasing importance of generating timely business information has transformed the way businesses operate, creating significant information services infrastructures, large budgets and personnel pools to support, update and enhance the technology.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the founding companies, repay debt and other general corporate purposes including future acquisitions.

Last updated: 10/28/96

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