PC411, Inc.
(www.PC411.com)
Ticker:PCFR 9800 S. La Cienega Boulevard
Exchange:NASDAQ-Small Cap Market Inglewood, CA 90301
Industry:High-Tech (SIC Code 7375) (310) 645-1114

Offering Information
Type of Shares:Common Shares Filing Date:2/11/97
U.S. Shares:1,150,000 Offer Date:5/16/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,150,000 Offer Price:$5.75
Secondary Shares:0 Gross Spread:$0.57
Offering Amount: $5,750,000 Selling:
Expenses:$680,000 Reallowance:
Shares Out After:2,800,000

Primary Underwriting Group
ManagerTierPhone
Biltmore SecuritiesLead Manager (305) 351-4200

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Morse, Zelnick, Rose & Lander, LLP
Bank's Law Firm: Bernstein & Wasserman
Auditor: KPMG Peat Marwick
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:$0.01$0.02$0.00Assets:$0.30
Net Income:-$0.55-$0.66-$0.26Curr Assets:
EPS:-$0.32-$0.38-$0.15Liabilities:$0.32
Prior EPS:-$0.10Curr Liabilities:
Cash Flow/Oper:Equity:-$0.02
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company currently provides on-line electronic director assistance to personal computer users. The company's directory assistance service, PC411-Registered Trademark-, provides customers with on-line access to over 110 million U.S. and Canadian residence and business telephone numbers, addresses and AIP codes with a dial-up modem connection. Using the company's copyrighted software, PC411 FOR WINDOWS, a customer can search for business or residential listings anywhere in the U.S. or Canada without having to know the area code or city, look up addresses and ZIP codes in addition to telephone numbers, search by a telephone number to find a listed name and address, and perform multiple searches at one time. The company is currently offering a limited version of PC411 service over the Internet at the World Wide Web. The company's long term business strategy is to position itself as an Internet/Intranet information publishing and distribution company.

Use of Proceeds
The proceeds from the proposed offering will be used for the continued development and marketing of the PC411 service, to repay certain short-term indebtedness and accrued interest thereon to a related party, to pay accumulated dividends on the Preferred Stock, for general corporate purposes and for working capital.

Warrant Information
# of Units:1,150,000
Unit Ticker: - Unit Price:$5.25
Warrant Ticker:PCFRW Warrant Price:$0.25
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Common Share + 1 Warrant
Warrant Entitlement: 1 Common Share


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