Choicetel Communications, Inc.
Ticker:PHON 9724 10th Avenue North
Exchange:NASDAQ-Small Cap Market Plymouth, MN 55441
Industry:Service (SIC Code 4813) (612) 544-1260

Offering Information
Type of Shares:Common Shares Filing Date:6/25/97
U.S. Shares:800,000 Offer Date:11/10/97
Non-U.S. Shares:0 Filing Price:$7.50
Primary Shares:800,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $6,000,000 Selling:$0.38
Expenses:$400,000 Reallowance:$0.10
Shares Out After:2,728,766

Primary Underwriting Group
ManagerTierPhone
Equity Securities Trading Co, Inc.Lead Manager (612) 338-8901

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Robins, Kaplan, Miller & Ciresi
Bank's Law Firm: Winthrop & Weinstine
Auditor: Schechter Dokken Kanter Andrews & Selcer
Registrar/Transfer Agent: Norwest Bank of Minnesota

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$3.56$1.73$0.78Assets:$8.85
Net Income:-$0.39$0.11-$0.01Curr Assets:
EPS:-$0.20$0.06-$0.01Liabilities:$7.30
Prior EPS:$0.04$0.01$0.02Curr Liabilities:
Cash Flow/Oper:$0.60Equity:$1.55
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is the largest independent payphone service provider in Minnesota. The company installed its first payphones in 1990 and presently has uninstalled base of approximately 3,000 payphones in 10 states. Management believes that it has developed the skills and systems to operate the company on a larger scale and intends to grow through internal expansion and acquisitions. The company believes the outlook for the pay telephone industry is favorable because of recent legislation that has led to deregulation of the rates for local pay telephone calls and a significant increase in the amount of compensation for certain types of calls which previously produced little revenue for payphone service providers. The company anticipates that the rates for local pay telephone calls will increase as a result of deregulation. The company also believes that the continued expansion in telecommunication services, including the rise in call waiting, voice mail and pager usage, will result in increased calling volume, thus increasing the revenue generated by payphones.

Use of Proceeds
The proceeds from the proposed offering will be used to retire debt, to finance acquisitions and expansion, and for working capital and for general corporate purposes.

Warrant Information
# of Units:800,000
Unit Ticker: - Unit Price:$7.50
Warrant Ticker:PHONW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:$9.50
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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