Nhancement Technologies Inc.
Ticker:NHAN 1746 Cole Boulevard, Suite 265
Exchange:NASDAQ-National Market Golden, CO 80401
Industry:High-Tech (SIC Code 7373) (303) 271-0505

Offering Information
Type of Shares:Common Shares Filing Date:11/6/96
U.S. Shares:2,300,000 Offer Date:1/30/97
Non-U.S. Shares:0 Filing Range:$3.50 - $4.50
Primary Shares:1,700,000 Offer Price:$4.00
Secondary Shares:600,000 Gross Spread:$0.28
Offering Amount: $9,200,000 Selling:$0.14
Expenses:$350,000 Reallowance:$0.04
Shares Out After:4,154,425

Primary Underwriting Group
ManagerTierPhone
Chatfield Dean & Company, Inc.Lead Manager (303) 740-0006

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Davis, Graham & Stubbs
Bank's Law Firm: Dorsey & Whitney
Auditor: BDO Seidman
Registrar/Transfer Agent: American Securities Transfer, Inc

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 6/30/96
Revenue:$8.79$4.69Assets:$11.08
Net Income:-$1.01-$1.10Curr Assets:
EPS:Liabilities:$9.20
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$1.89
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading voice processing systems integrator, which offers a proprietary computerized testing system that measure human sensorimotor skills to determine an individual's performance readiness and fitness to perform. The company will combine the businesses of Voice Plus, Inc., a national provider of voice processing systems, which furnishes businesses with advanced multimedia and voice processing solutions based on integrating voice processing systems with various PBXs and computers, and BioFactors, Inc., a development stage company, which offers the 1000 (R) system, a proprietary computerized impairment testing system. VPI and BFI both provide stand-alone and local area network based systems utilizing the Intel computer platform. VPI derives its revenues from the sale and installation of various communications systems products such as voice messaging, facsimile massaging, voice response systems and electronic messaging. VPI also generates revenues from recurring fees under annual maintenance service contracts. BFI derives its revenues from recurring annual usage fees for its FACTOR 1000 system and from sublicensing other uses of the technology.

Competition
The voice processing market is one of the fastest growing segments of the telecommunications industry. The company believes that competition within this highly competitive industry will intensify with the introduction of new product enhancements and new competitors. The company competes with various companies in different markets, including Customer Premise Equipment and Service Providers. The company competes on the basis of its quality of service. The company believes that its familiarity with the PBX equipment manufactured by Lucent, Northern Telecom Limited, Fujitsu Limited,NEC Corporation and other manufacturers enables the company to offer better system integration. In the CPE markets, VPI competes with two types of companies: interconnects (PBX providers), including Lucent, Northern Telecom Limited, Fujitsu Limited and NEC Corporation, and independent voice processing manufacturers, such as Octel Communications Corporation, Glenayre Technologies, Inc., Digital Sound Corp., Active Voice Corp. and Applied Voice Technology, Inc.

Business Plan
The company intends to leverage its position as a leading provider of voice processing systems to become a diversified provider of a full range of productivity and security enhancement products and services. The specific elements of the company's strategy to achieve this objective are as follows: (I) Capitalize and expand on VPI's existing sales and support infrastructure and systems integration's capabilities to market VPI's existing products and the FACTOR 1000 system, (ii) Exploit a growing trend towards unified networks by providing various solution-based stand-alone and LAN systems and applications, (iii) Expand sales of the FACTOR 1000 system by customizing the FACTOR 1000 system to meet the needs of specific industries such as transportation, manufacturing and the military, (iv) Exploit the need for worldwide WAN capabilities to meet the growing demands from business globalization, (v) Acquire complementary businesses and products and (vi) License FACTOR 1000 technology for use in other areas.

Use of Proceeds
The company intends to use the net proceeds from this offering for repayment of accrued interest of BFI of approximately $2.0 million, for product and market development costs for the FACTOR 1000 (R) system of approximately $500,000, for the payment of accrued management salaries of $54,000, for a payment of a consulting fee of $40,000 and for general corporate purposes, including acquisitions.

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