ASI Solutions, Inc.
Ticker:ASIS 780 Third Avenue
Exchange:NASDAQ-Small Cap Market New York, NY 10017
Industry:Service (SIC Code 7361) (212) 319-8400

Offering Information
Type of Shares:Common Shares Filing Date:1/24/97
U.S. Shares:1,800,000 Offer Date:4/15/97
Non-U.S. Shares:0 Filing Range:$6.00 - $6.50
Primary Shares:1,800,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.42
Offering Amount: $11,250,000 Selling:$0.25
Expenses:$700,000 Reallowance:$0.10
Shares Out After:6,825,158

Primary Underwriting Group
ManagerTierPhone
H.C. Wainwright & Co. Inc.Lead Manager (617) 589-9482

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Koerner Silberberg & Weiner, LLP
Bank's Law Firm: Goodwin Procter & Hoar
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: Bank of New York

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/96 9/30/96 9/30/95 9/30/96
Revenue:$10.56$8.05$5.39Assets:$4.97
Net Income:$0.73$0.76$0.53Curr Assets:
EPS:$0.16$0.16$0.11Liabilities:$2.89
Prior EPS:$0.04$0.17$0.23Curr Liabilities:
Cash Flow/Oper:$0.29Equity:$2.09
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading national provider of a comprehensive range of human resources outsourcing services for large organizations seeking to hire, train and develop a higher quality, more effective workforce. The company's services are organized into four core areas; assessment and selection, training and development, customer contact monitoring and employment process administration. The company believes these services position the company as a single-source solution for many organizations which outsource all or a portion of their human resources functions. The company markets its services principally to Fortune 500 companies for which customer service, sales and call center functions are critical components of their businesses. Industries served by the company include telecommunications, financial services, information technology, consumer products and healthcare. The company's assessment and selection services entail designing and implementing assessment processes for the selection of new hires and for the evaluation of existing employees for advancement to positions of increased responsibility.

Competition
The company believes that the human resources industry is highly fragmented and that no one participant or small number of participants is dominant in the industry. The principal competition encountered by the company across the full range of services provided by the company are human resources consulting firms, smaller companies who are specialized providers of certain services provided by the company and consulting firms that are affiliated with large multinational accounting firms.

Business Plan
The company's objective is to strengthen its position as a leading provider of its services in support of a range of human resources outsourcing functions. Key elements of the company's business strategy to achieve this objective include: 1) increase penetration of existing clients; 2) develop new clients; 3) expand customer contact monitoring services; 4) expand existing services beyond the sales and customer services.

Use of Proceeds
The proceeds from the proposed offering will be used to repay indebtedness and for general corporate purposes including working capital, capital expenditures and possible acquisitions.

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