Compu-DAWN, Inc.
(www.compudawn.com)
Ticker:CODI 77 Spruce Street
Exchange:NASDAQ-Small Cap Market Cedarhurst, NY 11516
Industry:High-Tech (SIC Code 7373) (516) 374-6700

Offering Information
Type of Shares:Common Shares Filing Date:12/23/96
U.S. Shares:1,000,000 Offer Date:6/13/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,000,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $5,000,000 Selling:
Expenses:$625,000 Reallowance:
Shares Out After:1,986,700

Primary Underwriting Group
ManagerTierPhone
European Community Capital Ltd.Lead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Certilman Balin Adler & Hyman, LLP
Bank's Law Firm: Blodnick, Blodnick & Zelin, P.C.
Auditor: Lazer, Levine & Company
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

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:$1.04$0.48$0.78Assets:$0.46
Net Income:$0.08-$0.03$0.06Curr Assets:
EPS:$0.04-$0.02$0.03Liabilities:$0.33
Prior EPS:$0.03Curr Liabilities:
Cash Flow/Oper:Equity:$0.13
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is primarily engaged in the business of designing, developing, licensing, installing and servicing computer software products and systems for law enforcement and public safety agencies. The software systems include computer-aided dispatching, computer interfacing with state and national crime information databases, advanced mobile on-line radio computing, automatic vehicle location, records management and photo-image database systems. Certain of these applications utilize telecommunications and space satellite technology, and other infrastructure, provided by third parties. The company has developed, licensed and installed its systems in more than 55 agencies primarily located in the State of New York.

Use of Proceeds
The proceeds from the proposed offering will be used for product enhancement and development; repayment of indebtedness; marketing and advertising; hiring and training of additional personnel; purchase of equipment; payment of accrued compensation to Chairman of the Board and to President; for working capital.

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