Dental/Medical Diagnostic Systems, Inc.
Proposed Ticker:DMDS 200 North Westlake Boulevard, Suite 202
Exchange:NASDAQ-Small Cap Market Westlake Village, CA 91362
Industry:Manufacturing (SIC Code 3843) (805) 381-2700

Filing Information
Type of Shares:Common Shares Filing Date:2/28/97
U.S. Shares Filed:1,500,000 Filing Range:$4.00 - $5.00
Non-U.S. Shares Filed:0 Offering Amount: $6,750,000
Primary Shares:1,500,000 Expenses: -
Secondary Shares:0 Shares Out After:4,485,537

Primary Underwriting Group
ManagerTierPhone
M.H. Meyerson & CompanyLead Manager (201) 459-9448

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Troop Meisinger Steuber & Pasich, LLP
Bank's Law Firm: Graubard Mollen Horowitz Pomeranz & Shapiro
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
10 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$11.67Assets:$4.72
Net Income:$0.14Curr Assets:
EPS:$0.05Liabilities:$3.48
Prior EPS:-$1.63Curr Liabilities:
Cash Flow/Oper:Equity:$1.24
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, develops, manufacturers and sells high technology dental equipment. Currently, the company's primary emphasis is on the manufacture and sale of an intraoral camera system known as the TeliCam System and a dental office networking system, known as InTELInet, for use in connection with the TeliCam System. The TeliCam System displays close-up color video images of dental patients' teeth and gums. These TeliCam images assist dentists in displaying dental health and hygiene problems to patients and, as a result of such display, promote patient acceptance of treatment plans. The TeliCam System offers dentists the ability to capture and display multiple video images without an expensive external capture device such as a video cassette recorder or color printer, thereby providing a low-cost alternative to the more expensive traditional intraoral dental camera systems.

Use of Proceeds
The proceeds from the proposed offering will be used to repay in full the secured promissory notes of the company issued in the bridge financing, for product development, for acquisitions and joint venture financing, for the repayment of certain loans made by an affiliate and a former affiliate of the company; and for working capital and for general corporate purposes.

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