Rocky Mountain Internet, Inc.
Ticker: RMII 1800 Glenarm Place, Suite 1100
Exchange: NASDAQ-Small Cap Market Denver, Colorado 80202
Industry: Service (303) 672-0700

Type of Shares:Common Shares Filing Date:
U.S. Shares:1,365,000 Offer Date:9/5/96
Non-U.S. Shares:0 Filing Range:$4.00 - $5.50
Primary Shares:1,365,000 Offer Price:$3.50
Secondary Shares:0 Gross Spread:$0.35
Offering Amount: $6,483,750 Selling:$0.17
Expenses:$328,325 Reallowance:$0.10
Shares Out After:4,458,000

ManagerTierPhone
Neidiger/Tucker/Bruner Inc.Lead Manager (800) 525-3086

Auditor: McGladrey & Pullen
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$1.18$1.20$0.48Assets:$1.60
Net Income:-$0.13-$0.67$0.00Liabilities:$2.03
EPS:-$0.04-$0.19Equity:-$0.43

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

Business Description
The company is a regional full-services Internet access provider offering a wide range of Internet access services including dial-up accounts, dedicated accounts, software solutions and World Wide Web services to businesses and individuals in Colorado. The company gives particular attention to providing exemplary customer service at competitive prices. The company has experienced rapid growth, with more than 2,800 businesses and professionals and more than 4,100 individuals having subscribed to the company's services since the company commenced providing Internet access in August 1993 and Web services in May 1995. The company continued growth in the number of business and individual subscribers. The company believes that business users of Internet services offer the greatest opportunity for continued growth and the company's strategy includes marketing specifically to these customers. The company intends to compete in each of its targeted markets by providing its customers a comprehensive, high quality, consultative approach to Internet use, applications and solutions, and quality after sales support.

Use of Proceeds
The proceeds of the offering will be used for expansion of the company's telecommunications infrastructure, sales and marketing compaigns, payment of debentures, payment of trade payables, payment of consulting fees to the Representative, working capital and other purposes as may be approved by the Board of Directors.

Last updated: 10/28/96

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