IPO Company Profile
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Ontro, Inc.
12675 Danielson Court, Suite 401, Poway, CA 92064 * (619) 486-7200

The company is engaged in the research and development of integrated thermal containers. The company has the rights to exploit a unique proprietary technology which will be used in self heating beverage containers designed to heat liquid beverages.

Primary Underwriting Group
ManagerTierPhone
Cohig & Associates Inc.Lead Manager (303) 694-0295
Joseph Charles & Associates, Inc.Co-manager (310) 274-4402

Offering Information
NASSCM:ONTR Manufacturing: SIC 2821
Type of Shares:Common Shares Filing Date:10/31/97
U.S. Shares:3,910,000 Offer Date:5/11/98
Non-U.S. Shares:0 Filing Range:$5.50 - $6.00
Primary Shares:3,910,000 Offer Price:$5.50
Secondary Shares:0 Gross Spread:$0.38
Offering Amount: $22,482,500 Selling:$0.23
Expenses:$807,500 Reallowance:$0.10
Post-IPO Shares:5,589,478
Employees:8

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Fisher Thurber, Ltd.
Bank's Law Firm: Freshman, Marantz, Orlanski, Cooper & Klein
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.
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
Audited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$0.00$0.00$0.00Assets:$1.00
Net Income:-$1.47-$1.12-$0.22Curr Assets:$0.52
EPS:-$0.46-$0.28-$0.08Liabilities:$1.60
Prior EPS:-$0.06Curr Liab:$1.48
Cash Flow/Oper:-$0.69-$1.06-$0.17Equity:-$0.60
Cash Flow/Fin:$0.85$1.63$0.22Cash:$0.51
Cash Flow/Inv:-$0.15-$0.07-$0.04Working Cap:-$0.95

Competition
The Company believes competition among marketers of self-heating beverage containers will be based primarily on price, product safety, ease of use, quality, product recognition, access to distribution channels, product innovation, and packaging. The competitive position of the Company will in part depend on the ability of the Company to remain current in plastics manufacturing technology and to anticipate innovations in integrated thermal container technology as well as changes in consumer preferences. If the Company's integrated thermal containers are successfully received in the market, increased competition is probable. Increased competition is likely to result in price reductions, reduced operating margins, and loss of market share, any of which could materially and adversely affect the Company's business, operating results, and financial condition. There can be no assurance the Company will be able to compete successfully, keep pace with technological developments, or have sufficient funds to invest in new technologies, products, or processes. There also can be no assurance companies in the food and beverage or container industry, or other companies, will not enter the market for integrated thermal containers with products that are superior to, less expensive, or which achieve greater market acceptance than the Company's proposed containers. The majority of food and beverage and container manufacturers are substantially larger and more diversified than the Company; have substantially greater financial and marketing resources than the Company; have greater name recognition and distribution channels than the Company; and may have the ability to develop competitively priced integrated thermal containers.

Business Plan
The Company's principal marketing strategy is to target major food, beverage and container manufacturers for the sub-license of its integrated thermal container technologies. These manufacturers are expected to manufacture, label, fill, market and distribute containers under their own brand name or for third parties in exchange for providing the Company royalties and/or research and development and marketing assistance. Management believes this approach should allow the Company to access the manufacturing, marketing, name brand and distribution capabilities of potential licensees without the high overhead costs of plant, equipment and labor.

Use of Proceeds
The proceeds from the proposed offering will be used for acquiring manufacturing equipment, marketing, research and development, repayment of indebtedness, expansion of facilities, prepaid royalties, and working capital and general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
The L.L. Kinickerbocker Co., Inc.0.280.15
Manhattan West, Inc.0.230.13
James A. Scudder0.180.10
James L. Berntsen0.150.08
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Kevin A. HainleyChief Financial Officer40
James L. BerntsenExecutive Vice President, Secretary and Director41
James A. ScudderPresident, Chief Executive Officer and Director41
Allan C. Mayer, Jr.Vice President, Marketing48

Additional Underwriter Compensation
Warrant to purchase 250,000 shares/units at $250.00 per share/unit.
Exercise price of $6.00 for 4 year(s), 1 year(s) from 5/11/98.
$72,000.00 consulting agreement for 2 year(s).

Warrant Information
# of Units:2,500,000
Unit Ticker: - Unit Price:
Warrant Ticker:ONTW Warrant Price:$0.10
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Common Share + 1 Three Year Warrant
Warrant Entitlement: 1 Common Share


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