Mrcdrom.com, Inc.
(www.mrcdrom.com)
Proposed Ticker:MRCD 2415 Midway, Suite 115
Exchange:NASDAQ-Small Cap Market Carrollton, TX 75006
Industry:High-Tech (972) 733-2609

Filing Information
Type of Shares:Common Shares Filing Date:4/3/97
U.S. Shares Filed:3,000,000 Filing Price:$4.00
Non-U.S. Shares Filed:0 Offering Amount: $12,000,000
Primary Shares:1,500,000 Expenses:$100,000
Secondary Shares:1,500,000 Shares Out After:6,000,000

Primary Underwriting Group
ManagerTierPhone
Non-UnderwrittenLead Manager

Legal Counsel, Auditor and Registrar
Auditor: Lane Gorman Trubit LLP
Registrar/Transfer Agent: StockTrans, Inc.

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
3/31/97 3/31/97
Revenue:$0.00Assets:$0.76
Net Income:$0.00Curr Assets:
EPS:$0.00Liabilities:$0.00
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$0.76
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was formed on March 27, 1997 to offer over 2,000 titles of computer software to the public by means of a site on the World Wide Web. The cmpany intends to offer its customers the widest selection of one stop computer software shopping through a secure site. Shoppers will be able to receive information and purchase the latest computer software titles in addition to most of the hard to find titles. The company will have unlimited shelf space without the accompanying expense of a store front, and related personnel. Purchasing software from the company is more convenient because on-line shopping can occur 24 hours a day with no reason for shoppers to leave the comfort of their own home. The company began test marketing its Internet catalogue on April 3, 1997 and therefore is essentially a start-up operation. On March 31, 1997, it acquired $756,000 of computer software inventory, proprietary web design software, the trademark "mrcdrom", cash and other assets for the inssuance of 6,000,000 common shares.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and general corporate purposes.

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