Ayurcore, Inc.
Proposed Ticker:AYUR 1737 N. First Street, Suite 290
Exchange:NASDAQ-Small Cap Market San Jose, CA 95112
Industry:Manufacturing (SIC Code 2834) (408) 441-6380
# of Employees:22

Filing Information
Type of Shares:Common Shares Filing Date:12/11/97
U.S. Shares Filed:1,250,000 Filing Range:$5.00 - $7.00
Non-U.S. Shares Filed:0 Offering Amount: $7,500,000
Primary Shares:1,250,000 Expenses:$630,000
Secondary Shares:0 Shares Out After:3,459,702

Primary Underwriting Group
ManagerTierPhone
L.T. Lawrence & CompanyLead Manager (212) 361-6552

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Rubin Baum Levin Constant & Friedman
Bank's Law Firm: Tenzer, Greenblatt, Fallon & Kaplan
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
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 9/30/97 9/30/96 9/30/97
Revenue:$0.00$0.20$0.00Assets:$0.30
Net Income:-$1.33-$0.70-$0.95Curr Assets:$0.19
EPS:-$0.64-$0.34-$0.46Liabilities:$2.40
Prior EPS:-$0.57-$0.35-$0.61Curr Liabilities:$2.40
Cash Flow/Oper:-$0.79$0.47$0.60Equity:-$2.10
Cash Flow/Fin:$0.84-$0.03-$0.04Cash:$0.17
Cash Flow/Inv:-$0.04-$0.03Working Cap:-$2.21

Business Description
The company is engaged primarily in the discovery, development, clinical testing and marketing of proprietary plant-based pharmaceuticals for the treatment of chronic, difficult-to-treat human diseases. The Company currently has three phyto-pharmaceutical products in various stages of clinical and preclinical development. RA-11, the Company's lead phyto-pharmaceutical, is currently being test-marketed in India for the treatment of arthritis; IM-10, which is undergoing preclinical animal pharmacology testing in India, has been indicated for the stimulation and restoration of bone marrow and the immune system in cancer patients being treated with chemotherapy; and HP-11, an early-stage product candidate, is undergoing laboratory testing in India for the treatment of hepatitis. The Company has an exclusive license under a United States patent relating to RA-11 and its use in treating degenerative musculoskeletal diseases. In addition, the Company has a patent application pending relating to BV-6, a pharmaceutical derived from a single animal cell component, which is undergoing early pharmacological studies at Emory University for the treatment of degenerative diseases of the central nervous system.

Competition
Competition in the pharmaceutical industry is extremely intense. The principal factors upon which such competition is based include the following: marketing, distribution, price, therapeutic efficacy, side effect profile, ease of use, safety, physician acceptance and patient compliance. Many pharmaceutical companies have significantly greater research and development capabilities, as well as substantially greater marketing, financial and human resources than the Company. In addition, many of these competitors have significantly greater experience than the Company in undertaking preclinical testing and human clinical trials of new pharmaceutical products and obtaining regulatory approvals of such products. These companies may represent significant long-term competition for the Company. There can be no assurance that developments by other pharmaceutical companies will not render the Company's products or technologies obsolete or noncompetitive or that the Company will be able to keep pace with technological developments of its competitors. Many of the Company's competitors have developed or are in the process of developing technologies that are, or in the future may be, the basis for competitive products. Some of these products may have an entirely different approach or means of accomplishing the desired therapeutic effect than products being developed by the Company. These competing products may be more effective and less costly than the products developed by the Company.

Business Plan
The Company's business strategy is to capitalize on what it perceives to be an ever growing market for phyto-pharmaceutical therapies by developing (using Ayurvedic principles as a means of potentially accelerating both the discovery and the regulatory approval processes) and commercializing safe and effective plant-based pharmaceuticals for the treatment of difficult-to-treat, chronic diseases in humans. In furtherance of its strategy, the Company intends to: (I) Obtain FDA Approval For RA-11, (ii) Expand Corporate Partnerships With Multi-National Pharmaceutical Companies, (iii) Control Manufacturing and (iv) Expand Pipeline of Phyto-Pharmaceuticals.

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

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Avantika Sanjeev Chitre Irrevocable Trust31.23%19.95%
Fred Kassner16.22%10.63%
Cynthia R. May9.99%6.44%
Marathon Investments, L.L.C.9.79%6.31%
Irwin M. Rosenthal7.81%4.99%
Michael R. Splinter6.90%4.48%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Sanjeev ChitreChairman of the Board of Directors44
Nina RenaudChief Financial Officer and Treasurer46
Suzanne RosenthalDirector62
Michael SplinterDirector47
Cynthia R. MayDirector45
Ajit ChitreManaging Director--Bio-Ved53
Deepa Chitre, M.D.President, Chief Executive Officer and Director40
Barry WaldPresident, International Operations60

Additional Underwriter Compensation
Warrant to purchase 125,000 shares/units at $125.00 per share/unit.
$30,000.00 consulting agreement for 2 year(s).

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