2Connect Express, Inc.
Ticker:CNCT 1700 N.W. 65th Avenue
Exchange:NASDAQ-Small Cap Market Plantation, FL 33313
Industry:Retail (SIC Code 5731) (954) 797-7960

Offering Information
Type of Shares:Common Shares Filing Date:11/6/96
U.S. Shares:1,040,000 Offer Date:5/9/97
Non-U.S. Shares:0 Filing Price:$6.25
Primary Shares:1,040,000 Offer Price:$6.25
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $6,500,000 Selling:$0.30
Expenses:$438,000 Reallowance:$0.05
Shares Out After:3,752,500

Primary Underwriting Group
ManagerTierPhone
Sterne, Agee & Leach Inc.Lead Manager (404) 814-3960

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Adorno & Zeder
Bank's Law Firm: Atlas, Pearlman, Trop & Borkson
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
8 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$0.09Assets:$2.87
Net Income:-$1.06Curr Assets:
EPS:-$0.36Liabilities:$0.62
Prior EPS:-$0.67Curr Liabilities:
Cash Flow/Oper:Equity:$2.25
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company intends to become a retailer of Internet, cellular, PC, paging, telephone, satellite and other communication-related services and products under the name "2Connect". Since inception, the company has developed a business plan for the company's operations and proposed expansion in South Florida; hired the executive and support personnel necessary to support the company's proposed expansion in South Florida for the next six months; developed a standard 2Connect store design for its shopping mall and power center stores; engaged a site selection and construction oversight contractor to aid the company in selecting and securing store sites and to oversee store construction; opened its first three 2Connect stores in South Florida; identified and commenced negotiations for six additional 2Connect store site locations in South Florida; entered into agreements with service providers and product vendors; and developed a marketing strategy.

Use of Proceeds
The proceeds from the proposed offering will be used for the development of additional 2Connect stores, organizational, general and administrative expenses; and general corporate purposes.

Warrant Information
# of Units:520,000
Unit Ticker:CNTCU Unit Price:$12.50
Warrant Ticker:CNTCW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 2 Common Shares + 1 Warrant
Warrant Entitlement: 1 Common Share


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