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Galacticomm Technologies, Inc.
4101 S.W. 47th Avenue, Suite 101, Ft. Lauderdale, FL 33314 * (954) 583-5990

The company develops, markets, licenses and supports software that enables users to communicate and conduct business over the Internet, intranets, or other online communications systems.

Primary Underwriting Group
ManagerTierPhone
Security Capital Trading Corp.Lead Manager

Filing Information (postponed)
NASSCM:GALA Internet: SIC 7373
Type of Shares:Common Shares Filing Date:11/7/97
U.S. Shares Filed:1,800,000 Filing Range:$4.00 - $6.00
Non-U.S. Shares Filed:0 Offering Amount: $9,000,000
Primary Shares:1,800,000 Expenses:$791,400
Secondary Shares:0 Post-IPO Shares:
Employees:33

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Lucio, Mandler, Croland, Brownstein & Garbett
Bank's Law Firm: Akerman, Senterfitt & Eidson
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co
Auditor: KPMG Peat Marwick

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
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$1.69$1.79$0.31Assets:$3.61
Net Income:-$1.04-$1.08-$0.13Curr Assets:$0.79
EPS:-$0.36-$0.25-$0.05Liabilities:$2.82
Prior EPS:-$1.36-$0.16Curr Liab:$1.43
Cash Flow/Oper:-$0.45$0.38$0.31Equity:$0.79
Cash Flow/Fin:$2.54-$0.08-$0.12Cash:$0.41
Cash Flow/Inv:-$0.63Working Cap:-$0.64

Competition
The communications software industry is intensely competitive. Many of the Company's competitors are substantially larger and have much greater financial resources and name recognition than the Company. They also have longer operating histories in the Internet and intranet markets and greater technical and marketing resources than the Company. To maintain or increase its position in the industry, the Company will need to continually enhance its current product line, and introduce new products and services. There can be no assurance, however, that the Company will be able to compete successfully in the future, or that competition will not have a material adverse effect on the Company's business, financial condition and results of operations. The Company's Worldgroup product faces competition from a number of products that permit information exchange in ways similar to Worldgroup, including: (i) Microsoft Back Office; (ii) Lotus Domino, (iii) Novell's Intranet Ware; and (iv) Netscape's SuiteSpot. While these and other competitive products offer features similar to Worldgroup, the Company believes that Worldgroup maintains a competitive advantage over these products in terms of price, availability of add-on applications, ease of use and administration. WebCast, the Company's software for Web cameras, competes with products offered by White Pine Software, Inc., Progressive Networks, Vxtreme, Inc., Xing Technology Corporation, NetSpeak, VocalTec, Vivo Software, Inc. and VDOnet Corporation. Actibase, the Company's Internet database connectivity program, competes with, among others, Claris' Filemaker Pro, Microsoft's InterDev and Topspeed's Clarion. The Company competes against these products in terms of price and the fact that no special client software, other than Netscape Navigator 2.0 or above or Microsoft's Internet Explorer 4.0 or above web browser, is required to view the WebCast video or audio stream. Actibase, the Company's Internet database connectivity program, competes with, among others, Claris' Filemaker Pro, Microsoft's InterDev and Topspeed's Clarion.

Business Plan
Pursuant to its business strategy, the Company expects to continue to make expenditures on new product introductions, marketing, and research and development, all of which will adversely affect operating results until revenues from sales of such products reach a level at which these costs are supported. There can be no assurance that the Company will achieve or sustain profitability.

Use of Proceeds
The proceeds from the proposed offering will be used for advertising and marketing programs, repayment of indebtedness, research and development, working capital and capital expenditures.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Peder Sager Wallenberg Charitable Trust42.20%
Mees Pierson Management (Guernsey) Limited42.20%
Bayard Trust Company, Limited42.20%
Yannick Tessier27.80%
Peter Berg27.80%
Timothy Mahoney5.30%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Peter BergChairman, Chief Executive Officer and Secretary42
T. Michael LoveChief Financial Officer32
Yannick TessierPresident and Director29

Warrant Information
# of Units: -
Unit Ticker:GCOMU Unit Price:
Warrant Ticker:GCOMW Warrant Price:
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: Yes Warrant Call Date:
Unit Composition: 1 Common Share + 1 Common Stock purchase warrant
Warrant Entitlement: 1/2 Common Share


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