| Heuristic Development Group, Inc. | |||
| Ticker: | IFIT | 17575 Pacific Coast Highway | |
| Exchange: | NASDAQ-Small Cap Market | Pacific Palisades, CA 90272 | |
| Industry: | High-Tech (SIC Code 7371) | (310) 230-3394 | |
| Type of Shares: | Common Shares | Filing Date: | 12/11/96 | |
| U.S. Shares: | 1,200,000 | Offer Date: | 2/11/97 | |
| Non-U.S. Shares: | 0 | Filing Price: | $5.00 | |
| Primary Shares: | 1,200,000 | Offer Price: | $5.00 | |
| Secondary Shares: | 0 | Gross Spread: | $0.50 | |
| Offering Amount: | $6,000,000 | Selling: | $0.20 | |
| Expenses: | $625,000 | Reallowance: | $0.10 | |
| Shares Out After: | 2,000,000 |
| Manager | Tier | Phone |
| D.H. Blair & Co Inc. | Lead Manager | (212) 495-4306 |
| Issuer's Law Firm: | Bachner, Tally, Polevoy & Misher |
| Bank's Law Firm: | Singe Zamansky LLP |
Dollar amounts in U.S. millions except for per share data | |||||
| 9 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/95 | 9/30/96 | 9/30/95 | 9/30/96 | ||
| Revenue: | $0.00 | $0.00 | $0.00 | Assets: | $0.57 |
| Net Income: | -$0.88 | -$0.85 | -$0.65 | Curr Assets: | |
| EPS: | -$2.31 | -$2.17 | Liabilities: | $1.27 | |
| Prior EPS: | Curr Liabilities: | ||||
| Cash Flow/Oper: | Equity: | -$0.70 | |||
| Cash Flow/Fin: | Cash: | ||||
| Cash Flow/Inv: | |||||
| Business Description |
| The company is engaged in the development, marketing and sale of the IntelliFit System, a computerized system which generates personalized exercise prescriptions based on, an individual's weight, ability, medical history, goals and fitness level. The IntelliFit System interacts with a user by applying algorithms to an individual's personal profile and adjusting a user's exercise prescription based on progress, frequency of workouts and other variable. The company believes that this interactive feature helps motivate users to continue exercising, and allows users to reach their goals more quickly. The company's strategy is to market and sell the IntelliFit System initially in selected United States markets. The company's first target markets are military facilities, commercial cubs, hospital facilities, corporate facilities, insurance companies and health maintenance organizations. The company believes that these market have the grater user concentration and that the penetration of these market would help establish the company's credibility in other markets. |
| Competition |
| The company competes with companies that have developed computer-based fitness systems which prescribe personalized exercise programs. The company will attempt to compete on the basis of cost, features offered, ease of use, time spent at the kiosk and service; however, there is no assurance that the company will be able to compete with its competitors Certain of the company's competitor's products require fitness centers to use one brand of fitness equipment or to retrofit existing equipment. The company believes that it has a competitive advantage in this respect as fitness centers do not need to make any additional expenditures for equipment or parts in order to use the IntelliFit System. In addition, certain of the company's competitor's have developed products that are not interactive. The IntelliFit System interacts with a user through artificial intelligence and adjusts a user's exercise prescription based on progress, frequency of workouts and other variables. The company believes that this interactive feature helps motivate users to continue exercising, reduces injuries and allows users to reach their goals more quickly. Certain of the company's competitor's products require users to type information directly onto the computer in the kiosk. Certain of the company's competitors have substantially greater financial, marketing, technical, distribution and other resources and greater name recognition than the company. In addition, certain competitors have a relationship with companies that manufacture exercise equipment. The company may also face competition from new companies that develop similar products to the IntelliFit System. In addition, certain competitors have a relationship with companies that manufacture exercise equipment. There can be no assurance that enhancements to or future generations of competitive products will not be developed which offer superior prices more attractive features, easier use and/or better service than the company's products. |
| Business Plan |
| The company's strategy is to market and sell the IntelliFit System initially in selected United States markets. The company's first target markets are military facilities, commercial clubs, hospital facilities, corporate facilities, insurance companies and health maintenance organizations. The company believes that these markets have the greater user concentration and that penetration of these markets could help establish the company's credibility in other markets. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to repay principal amount of 10% promissory notes issued in the Bridge financing; to repay the principal amount of working capital advances from stockholders of the company, including executive officers and directors of the company; for capital expenditures; for sales and marketing and for working capital. |
| # of Units: | 1,200,000 | |||
| Unit Ticker: | IFITU | Unit Price: | $5.00 | |
| Warrant Ticker: | IFITW | Warrant Price: | ||
| Warrant Exercise Date: | Warrant Exercise Price: | |||
| Warrant Expiration Date: | ||||
| Warrant Detachable: | Yes | Warrant Detach Date: | ||
| Warrant Callable: | No |
| Unit Composition: 1 Common Share + 1 Class A Warrant + 1 Class B Warrant |
| Warrant Entitlement: 1 Common Share |
| # of Units: | 1,200,000 | |||
| Unit Ticker: | IFITU | Unit Price: | $5.00 | |
| Warrant Ticker: | IFITZ | Warrant Price: | ||
| Warrant Exercise Date: | Warrant Exercise Price: | |||
| Warrant Expiration Date: | ||||
| Warrant Detachable: | Yes | Warrant Detach Date: | ||
| Warrant Callable: | No |
| Unit Composition: 1 Common Share + 1 Class A Warrant + 1 Class B Warrant |
| Warrant Entitlement: 1 Common Share |