Smartalk Teleservices, Inc.
Ticker: SMTK 1640 South Sepulveda Boulevard, Suite 500
Exchange: NASDAQ-National Market Los Angeles, California 90025
Industry: Transportation (310) 444-8800

Type of Shares:Common Shares Filing Date:8/19/96
U.S. Shares:4,200,000 Offer Date:10/23/96
Non-U.S. Shares:0 Filing Range:$13.00 - $15.00
Primary Shares:4,000,000 Offer Price:$14.50
Secondary Shares:200,000 Gross Spread:$1.01
Offering Amount: $58,800,000 Selling:$0.61
Expenses:$1,225,000 Reallowance:$0.10
Shares Out After:12,829,459

ManagerTierPhone
Salomon Brothers Inc.Lead Manager (212) 783-2947
CS First BostonCo-manager (212) 909-3312
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 504-4525

Auditor: Price Waterhouse
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$0.45$3.68$0.04Assets:$4.78
Net Income:-$1.33-$2.27-$0.29Liabilities:$10.60
EPS:-$0.14-$0.24-$0.03Equity:-$5.82

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

Business Description
The company provides convenient, easy to use, cost-effective telecommunications products and services to individuals and businesses primarily through its SmarTalk TeleServices Card. The SmarTalk Card provides customers with a single point of access to prepaid telecommunications services at a fixed rate charge per minute regardless of the time of day or, in the case of domestic calls, the distance of the call. The company's services currently include domestic calling and outbound international long distance calling to more than 150 countries, as well as enhanced features such as sequential calling, speed dial and message deliver. The SmarTalk Card may also be recharged on-line with a major credit card, allowing the user to add minutes as needed. The company expects to offer other enhanced services, including conference calling, voice mail, fax mail, content delivery and selected international calling services. The company's long distance calls are carried primarily through MCI and AT&T.;

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness, to fund capital expenditures, marketing, new business development opportunities and the expansion of the company's business internationally, and for additional working capital and general corporate purposes, including possible acquisitions.

Last updated: 11/24/96

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