Healthcore Medical Solutions, Inc.
Ticker:HMSI 11904 Blue Ridge Boulevard
Exchange:NASDAQ-Small Cap Market Grandview, MO 64030
Industry:Service (SIC Code 7299) (816) 763-4900

Offering Information
Type of Shares:Class A Common Shares Filing Date:6/2/97
U.S. Shares:1,760,000 Offer Date:10/13/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,760,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.48
Offering Amount: $8,800,000 Selling:$0.27
Expenses: - Reallowance:$0.10
Shares Out After:2,960,000

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

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bachner, Tally, Polevoy & Misher
Bank's Law Firm: Paul, Hastings, Janofsky & Walker
Auditor: Eisner, Richard A.
Registrar/Transfer Agent: American Stock Transfer & Trust Co

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
9/30/96 3/31/97 3/31/96 3/31/97
Revenue:$0.00$0.00$0.00Assets:$1.53
Net Income:-$1.21-$1.02-$0.58Curr Assets:
EPS:-$4.83-$3.47-$2.39Liabilities:$2.16
Prior EPS:-$0.53-$0.66-$0.48Curr Liabilities:
Cash Flow/Oper:-$0.93Equity:-$0.63
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a development stage enterprise organized to develop, market and administer a health care benefit services program which is designed to enable participants to obtain discounts on purchases of ancillary health care products and services. The Networks with which the company currently maintains contracts comprise an aggregate of approximately 57,000 participating Providers of eye care, dental, hearing, pharmacy and chiropractic benefits throughout the United States, and Members will be able to access the Networks through the use of a discount membership card. The Healthcare Solutions Card is expected to be marketed, directly and through independent brokers, agents and consumer marketing organizations, to individuals and to employers and business and other associations who may either purchase the Healthcare Solutions Card for, or offer it to, their employees or members.

Use of Proceeds
The proceeds from the proposed offering will be used to repay the principal amount of 10% subordinated notes issued in the Bridge Financing; for marketing and sales, acquisition of computer equipment and for working capital.

Warrant Information
# of Units:1,700,000
Unit Ticker:HMSIU Unit Price:$5.00
Warrant Ticker:HMSIW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:$6.50
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: Yes Warrant Call Date:
Unit Composition: 1 Class A Common Share + 1 Class A Warrant
Warrant Entitlement: 1 Common Share
Warrants are callable at $0.05 if the common stock trades at $9.10 for 30 of 30 consecutive trading days.


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