On' Village Communications, Inc.
Proposed Ticker:ONVCU 848 N. La Cienega Boulevard, Suite 206
Exchange:NASDAQ-Small Cap Market Los Angeles, CA 90069
Industry:High-Tech (SIC Code 7375) (310) 652-8850

Filing Information
Type of Shares:Class A Common Shares Filing Date:3/5/97
U.S. Shares Filed:1,300,000 Filing Price:$5.00
Non-U.S. Shares Filed:0 Offering Amount: $6,500,000
Primary Shares:1,300,000 Expenses:$650,000
Secondary Shares:0 Shares Out After:2,499,996

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

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Troy & Gould
Bank's Law Firm: Bachner, Tally, Polevoy & Misher
Auditor: BDO Seidman
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$0.07Assets:$0.24
Net Income:-$0.58Curr Assets:
EPS:-$0.67Liabilities:$0.58
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$0.23Equity:-$0.34
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a development stage company engaged in the development, publishing and marketing of World Wide Web-based services designed to help users access information on the Internet. At the same time, the company is providing advertisers with an efficient and innovative means of reaching targeted audiences. The company's primary service offering is "On'Village Yellow Pages," an on-line national yellow page directory service which users can currently access through the company's Web address, "http:/www.onvillage.com." This service, offered free of charge to the user, enables the user to access the company's licensed database of over 15 million business listings nationwide and to perform a search of desired listings presently by category, business name and business location. At the same time, On'Village Yellow Pages offer businesses the ability to advertise on the Internet in what management believes in a targeted, cost-effective and interactive manner. To better reach their targeted audiences, businesses are given the opportunity by the company to purchase enhanced advertising services that supplement the basic yellow page listing.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of the principal amount of 10% Promissory Notes issued in the bridge financing, selling expenses, advertising, promotion and marketing activities, license fees and working capital.

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