Piranha Interactive Publishing, Inc.
Ticker:PRAN 1839 West Drake, Suite B
Exchange:NASDAQ-Small Cap Market Tempe, AZ 85283
Industry:Manufacturing (SIC Code 7372) (602) 491-0500

Offering Information
Type of Shares:Common Shares Filing Date:12/23/96
U.S. Shares:1,600,000 Offer Date:9/18/97
Non-U.S. Shares:0 Filing Range:$5.00 - $6.00
Primary Shares:1,600,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.47
Offering Amount: $8,800,000 Selling:$0.26
Expenses:$515,000 Reallowance:$0.10
Shares Out After:2,400,000

Primary Underwriting Group
ManagerTierPhone
D.H. Blair & Co Inc.Lead Manager (212) 495-4306

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Squire, Sanders & Dempsey
Bank's Law Firm: Bachner, Tally, Polevoy & Misher

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:$1.34$0.40$0.47Assets:$0.26
Net Income:$0.11-$0.44-$0.03Curr Assets:
EPS:$0.26-$0.08-$0.08Liabilities:$0.63
Prior EPS:-$0.01Curr Liabilities:
Cash Flow/Oper:Equity:-$0.37
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company publishes interactive multimedia software products providing education and entertainment as well as reference and personal productivity titles for the home personal computer market. The company generally licenses software programs being developed by developers in finishing the programs being developed by independent third party developers. The company then directs and assists the developers in finishing the programs according to its specifications, imprints and duplicates the programs in a media format, packages them in a proprietary manner, and markets and distributes the finished products under the Piranha name as well as proprietary titles whenever possible. Since the release of its first title in August 1995, the company has licensed five titles under its own label. In addition, the company has marketed 13 titles under affiliate relationships with two third party publishers pursuant to revenue-sharing agreements.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of Notes issued pursuant to the Bridge Financing, acquisition of software programs, sales and marketing costs, including salaries for additional personnel, and working capital.

Warrant Information
# of Units:1,200,000
Unit Ticker: - Unit Price:
Warrant Ticker:XXXXX 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: - Unit Price:
Warrant Ticker:ZZZZZ 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


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