As Filed with the Securities and Exchange Commission on August 15, 1996

REGISTRATION NO.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------

FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------

CASDIM INTERNATIONAL SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

Colorado 7379 83-0288100
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)

Yehuda Shimshon, President
CASDIM INTERNATIONAL SYSTEMS, INC.
90 Park Avenue
New York, New York 10016
(212) 984-1090
Fax: (212) 984-1070
(Address and telephone number of Registrant's principal
executive offices; Name, address and telephone
number of agent for service)
---------------------
Copies to:
Steven J. Glusband, Esq.
CARTER, LEDYARD & MILBURN
Two Wall Street
New York, New York 10005
(212) 732-3200
Fax: (212) 732-3232

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box [X].

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ].

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for the
same offering [ ].

If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box [ ].

CALCULATION OF REGISTRATION FEE

Title of each class of Proposed Proposed maximum
securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per Share price registration fee

Common Stock,
par value $0.00001 5,150,000 (1) $4.00 (2) $13,150,000 $4,620.69
========================== ====================== ===================== ======================= ======================

(1) Based on the assumed issuance of 1,150,000 shares of Common Stock of the
Company upon the exercise of currently exercisable warrants.

(2) Estimated pursuant to Rules 457(c) and (o) solely for the purpose of
computing the amount of the registration fee. With respect to 1,150,000
shares, the calculation pursuant to Rule 457(o) was such number of shares
multiplied by $1.00, the exercise price of shares. The fee for the
remaining 4,000,000 shares is based on the average high and low bid prices
for a share of Common Stock as reported on the Nasdaq Bulletin Board on
August 14, 1996.

---------------------

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional shares as may become
available pursuant to anti-dilution provisions upon exercise of the warrants.

The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.

SUBJECT TO COMPLETION, DATED AUGUST 15, 1996

PROSPECTUS

CASDIM INTERNATIONAL SYSTEMS, INC.
5,150,000 Shares of Common Stock

This Prospectus relates to the resale by certain shareholders of Casdim
International Systems, Ltd. (the "Company") of up to 5,150,000 shares of common
stock (the "Shares"), of which 4,000,000 Shares were issued by the Company in
connection with its May 1996 private placement. The Company will not receive any
proceeds from the sale of any of these 4,000,000 Shares. The remaining 1,150,000
Shares are issuable upon conversion of warrants (the "Warrants") issued to
certain financial consultants to the Company in May 1996. No assurance can be
given as to if and when the Warrants will be exercised. The holders of the
Shares are sometimes referred to in the Prospectus as the "Selling
Shareholders." The Shares may be offered from time to time by the Selling
Shareholders in the over-the-counter market, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices.

Since completion of its public offering on September 27, 1989, the public
trading market for the Company's common stock, par value $.0001 per share (the
"Common Stock") has not been active. The Common Stock is presently quoted on the
Nasdaq Bulletin Board. Because there is no established trading market, and only
a limited number of market makers have sporadically offered to purchase and sell
shares of Common Stock, during most of the period since 1989 reliable quotations
for the Common Stock have not been available. On August 14, 1996 the closing bid
price for the Common Stock as reported on the Nasdaq Bulletin Board was $3.00.
Application will be made for the Company's Common Stock to be listed on the
Nasdaq Small Cap Market. See "Price Range of Common Stock."

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS ASSOCIATED WITH
INVESTMENT IN THE SHARES, WHICH RISKS ARE DESCRIBED UNDER THE CAPTION
"RISK FACTORS" ON PAGE 6 .

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

--------

The date of this Prospectus is , 1996.

The Company will furnish its shareholders with annual reports containing
financial statements certified by independent public accountants and publish
quarterly reports containing unaudited financial data.

This Prospectus shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof.

-2-

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements and notes thereto appearing elsewhere in
this Prospectus.

The Company

Casdim International System, Inc. and its subsidiaries (collectively
referred to herein as the "Company") design and develop interactive kiosks,
customized databases and perform network integration. The Company designs,
develops and markets multimedia kiosks to companies in various market sectors,
including medical, health insurance, banking, human resources, lodging and trade
fairs. Currently, the Company provides kiosks to several large enterprises in
Israel, including medical kiosks for Kupat Holim Leumit, one of the four
existing HMOs in Israel, Madanis Insurance Company Ltd., Mercantile Bank, and
Dizengoff Shopping Mall.

The Company is a Colorado holding company incorporated on January 5,
1988 under the name of S.W. Financial Corporation for the purpose of acquiring
an interest in one or more business opportunities in the field of multimedia,
information and communication technology. In keeping with the stated corporate
purpose, the then management of the Company evaluated several business
opportunities and, during the fiscal year ended December 31, 1995, finalized the
Company's first corporate acquisition. The acquisition was effected by means of
an agreement for the exchange of stock and plan of reorganization dated November
21, 1995, (the "Exchange Agreement"), by and among the Company, Casdim
Interactive Systems USA, Inc. ("Casdim USA"), a Nevada corporation, and Mr.
Yehuda Shimshon. Mr. Shimshon acted on behalf of himself and Cedarwood Trading &
Investment Ltd. ("Cedarwood"), the then sole shareholders of Casdim USA.
Pursuant to the terms of the Exchange Agreement, the Company acquired all the
issued and outstanding shares of Casdim USA in exchange for 425,000,000 shares
of the Company. The Exchange Agreement, which became effective on December 11,
1995, was approved at a special meeting of the shareholders of the Company held
on October 24, 1995 at which the shareholders also approved: (i) renaming the
Company Casdim International Systems, Inc.; (ii) the 50:1 stock split of
76,700,000 shares, the then outstanding number of shares of the Company, into
1,534,000 shares; and (iii) the appointment of Mr. Shimshon as President and
Chairman of the Board.

The Company maintains its principal executive offices at 90 Park
Avenue, New York, New York 10016, and its telephone number is 212-984-1090.

-3-

The Offering

Common Stock offered............. 5,150,000 shares (1)

Common Stock to be outstanding
after the Offering............ 14,784,000 shares (2)

Use of proceeds.................. The Company will not receive any
proceeds from the sale of the Shares by the
Selling Shareholders. The net proceeds to
be received by the Company from the
exercise of the Warrants, assuming the
exercise of all such Warrants, are
estimated to be approximately $1,110,000.
Such proceeds will be used for working
capital.

Nasdaq Bulletin Board Symbol..... CDMI

Risk Factors..................... Prospective investors should carefully
consider the matters set forth herein under
the captions "RISK FACTORS."

- --------------------

(1) Assumes the issuance of 1,150,000 Shares upon exercise of the Warrants.

(2) Does not include 500,000 shares of Common Stock reserved for issuance
pursuant to the Company's 1996 Stock Option Plan, and 700,000 shares of
Common Stock issuable upon exercise of an option granted to Sunrise
Financial Group, Inc. See "Description of Capital Stock" and "Management -
Stock Options."

(3) The Company intends to apply to list its Common Stock on the Nasdaq Small
Cap Market. The possible inclusion of the Common Stock on the Nasdaq
system does not provide any assurance that an active and liquid trading
market will develop or be maintained. See "Risk Factors--Absence of Active
Public Market."

-4-

Summary Financial Data

Income Statement Data:

Year Ended December 31, Six Months Ended June 30,
----------------------- -------------------------
1995 1994 1996 1995
---- ---- ---- ----

Gross profit................................. 1,542,757 136,612 206,006 182,039
--------- --------- -------- ---------
Selling, general and administrative
expenses................................. 237,016 199,411 591,443 216,089
--------- --------- --------- ---------
Income (Loss) from operations................ 1,542,757 (62,799) (385,437) (34,770)
Other Income (Expenses):
Interest income.......................... -- -- 9,211 --
Interest expense.......................... (75,272) (54,361) (34,807) (40,504)
Investment activity loss.................. (93,142) -- -- --
Gain (loss) foreign translation........... (6,203) 214 (32,252) (11,858)
---------- ---------- --------- ----------
Income (Loss) from Operations Before
Taxes..................................... 1,131,124 (116,946) (443,285) (87,132)
Income Tax (Expenses) Benefit................ (440,309) 34,334 -- 26,011
---------- --------- ----------- ---------
Net Income (Loss)............................ $ 690,815 $ (82,612) $ (443,285) $ (61,121)
Net Earnings (Loss) per Share................ $ .36 $ ( .07) $ (.04) $ (.05)
========== ============ =========== ===========
Weighted Average Number of Shares
Outstanding............................... 1,899,000 1,134,000 12,384,969 1,134,000
========== ========= ========== =========

Balance Sheet Data:
June 30,
1996
----

Working capital........................................ $2,587,600
Total assets........................................... 4,783,521
Total debt ............................................ 35,947
Shareholders' equity................................... 3,139,758

-5-

RISK FACTORS

In addition to the other information in this Prospectus, the following factors
should be considered carefully in evaluating an investment in the shares of
Common Stock offered by this Prospectus.

Business, Market and Shareholder Risks

Limited Operating History. Although the Company was incorporated in
1988, it did not have any material ongoing operations until it acquired Casdim
USA on December 11, 1995. The Company is currently increasing its presence in
the United States and intends to substantially broaden its global activities. No
assurance can be given that the Company will be able to operate profitably,
especially as it expands its operations. See "Management's Discussion and
Analysis."

Potential Fluctuations in Operating Results; Seasonality. The Company's
operating results are likely to vary significantly in the future, depending on
factors such as the size and timing of significant orders and their fulfillment,
demand for the Company's products, changes in pricing policies by the Company or
its competitors, changes in the level of operating expenses, product life
cycles, personnel changes, changes in the Company's strategy, seasonal trends
and general domestic and international economic and political conditions, among
others. The timing of expansion in the United States and the rate at which
orders are obtained could also cause material fluctuations in the Company's
operating results. The Company's results may also be affected by currency
exchange rate fluctuations and economic conditions in the geographic areas in
which the Company operates. Due to the foregoing factors, revenues and operating
results are difficult to forecast. Although the Company experienced revenue
growth in 1995, such growth should not be considered indicative of future
revenue growth, if any, or of future operating results.

The Company's expense levels are based, in significant part, on the
Company's expectations as to future revenues and are therefore relatively fixed
in the short-term. If revenue levels fall below expectations, net income is
likely to be disproportionately adversely affected because a proportionately
smaller amount of the Company's expenses varies with its revenues. During the
first six months of 1996 the Company's operations were negatively impacted as
revenues declined and operating expenses increased. No assurance can be given as
to when the Company will be able to return to profitability. The operating
results of the Company will likely fluctuate on a quarterly basis. Due to all
the foregoing factors, in some future quarter the Company's operating results
may be below the expectations of public market analysts and investors. In such
event, the price of the Company's Ordinary Shares would likely be materially
adversely affected. See "Selected Financial Data" and "Management's Discussion
and Analysis."

Absence of Active Public Market. Since completion of its public
offering on September 27, 1989, an active public trading market has not
developed for the Company's Common Stock. Because there is no established
trading market, and only a limited number of market makers have sporadically
offered to purchase and sell shares of the Company's Common Stock, during
significant portions of the listed periods, reliable quotations for the Common
Stock have not been available. The Company intends to apply to list the

-6-

Company's Common Stock on the Nasdaq Small Cap Market. The possible inclusion of
the Common Stock on the Nasdaq system does not provide any assurance that an
active and liquid trading market will develop or be maintained. See "Price Range
of Common Stock."

Need to Manage a Changing Business. The Company is experiencing a
period of significant growth in the number of its employees, the scope of its
operating and financial systems and geographic area of its operations. This
growth has resulted in new and increased responsibilities for management
personnel and has placed significant strain upon the Company's management,
operating systems and financial resources. To accommodate such growth, compete
effectively and manage potential future growth, the Company must continue to
implement and improve its information systems, procedures and controls, and
expand, train, motivate and manage its work force. These demands will require
the addition of new management personnel. The Company's future success will
depend to a significant extent on the ability of its current and future
management personnel to operate effectively, both independently and as a group.
There can be no assurance that the Company's personnel, operating systems,
procedures and controls will be adequate to support the Company's future
operations. Any failure to implement and improve the Company's operational,
financial and management systems or to expand, train, motivate or manage
employees could have a material adverse effect on the Company's business,
operating results and financial condition. See "--Dependence on Key Personnel"
and "Business--Employees" and "Management."

Risks Associated with Expanding Distribution. To date, the Company has
sold and attempted to lease its kiosks through its in-house sales forces. The
Company's ability to achieve significant revenue growth in the future will
depend in large part on its success in recruiting and training sufficient direct
sales personnel. Although the Company intends to expand its direct sales force,
the Company may experience difficulty in recruiting qualified sales personnel.
There can be no assurance that the Company will be able to successfully expand
its sales force or that such expansion will result in an increase in revenues.
Any failure by the Company to expand its direct sales force would materially
adversely affect the Company's business, operating results and financial
condition. See "--Dependence on Key Personnel," "Business--Strategy" and
"--Sales and Marketing."

Competition. The market for interactive kiosks, customized databases
and network integration is intensely competitive and characterized by rapidly
changing technology, evolving industry standards, frequent new product
introductions and rapidly changing customer requirements. The Company faces
competition from numerous companies, some of which are more established and have
greater financial and other resources than the Company. The Company's current
direct competitors, include among others, Golden Screens in Israel, Factura
Composites, Inc., Quick ATM, 1-Media, Aimtech, EDR Systems, Virtual Shopping
Inc. Rikon, and HSI in the United States.

-7-

market and new products and technologies are introduced. Increased competition
could result in fewer customer orders, reduced gross margins and loss of market
share, any of which could materially adversely affect the Company's business,
operating results and financial condition. In addition, current and potential
competitors may make strategic acquisitions or establish cooperative
relationships among themselves or with third parties, thereby increasing the
ability of their products to address the needs of the Company's prospective
customers. Accordingly, it is possible that new competitors or alliances among
current and new competitors may emerge and rapidly gain significant market
share. Such competition could materially adversely affect the Company's ability
to sell additional licenses and maintenance and support renewals on terms
favorable to the Company. Furthermore, competitive pressures could require the
Company to reduce the price of its licenses and related services, which could
materially adversely affect the Company's business, operating results and
financial condition. There can be no assurance that the Company will be able to
compete successfully against current and future competitors, and the failure to
do so would have a material adverse effect upon the Company's business,
operating results and financial condition. See "Business -- Competition."

Rapid Technological Change. The market in which the Company competes is
characterized by rapid technological change. The introduction of products
embodying new technologies and the emergence of new industry standards could
exert price pressures on the Company's products. The Company's future success
will depend upon its ability to address the increasingly sophisticated needs of
its customers by supporting existing and emerging hardware, software, database
and networking platforms and by developing and introducing new and enhanced
products on a timely basis that keep pace with such technological developments
and emerging industry standards and customer requirements. There can be no
assurance that the Company will be successful in developing and marketing new
products, that it will not experience difficulties that could delay or prevent
the successful development, introduction and sale of such enhancements or that
such enhancements will adequately meet the requirements of the marketplace and
achieve any significant degree of market acceptance, thereby materially
affecting the Company's business, operating results and financial condition. See
"Management's Discussion and Analysis" and "Business -- Product Development."

Proprietary Rights and Risks of Infringement. The Company is dependent
upon its proprietary network technology and relies primarily on a combination of
confidentiality procedures and contractual provisions to protect its proprietary
rights. The Company also believes that factors such as the technological and
creative skills of its personnel, new product developments, frequent product
enhancements, and reliable product maintenance are essential to establishing and
maintain a technology leadership position. The Company seeks to protect its
software, documentation and other written materials under trade secret laws,
which afford only limited protection. There can be no assurance that others will
not develop technologies that are similar or superior to the Company's
technology. Despite the Company's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of the Company's products or to
obtain and use information that the Company regards as proprietary. There can be
no assurance that the Company's means of protecting

-8-

its proprietary rights in the United States or abroad will be adequate or that
competition will not independently develop similar technology.

The Company is not aware that it is infringing any proprietary rights
of third parties. There can be no assurance, however, that third parties will
not claim infringement by the Company of their intellectual property rights. In
the event of a successful claim of product infringement against the Company and
failure or inability of the Company to license the infringed or similar
technology, the Company's business, operating results and financial condition
would be materially adversely affected.

The Company relies upon certain software that it licenses from third
parties, including software that is integrated with the Company's internally
developed software. There can be no assurance that these third-party software
licenses will continue to be available to the Company on commercially reasonable
terms. The loss of, or inability to maintain, any such software licenses could
result in shipment delays or reductions until equivalent software could be
developed, identified, licensed and integrated which would materially adversely
affect the Company's business, operating results and financial condition. See
"Business--Intellectual Property Rights and Software Protection."

Risk of Software Defects. Network multimedia products are internally
complex and frequently contain errors or defects, especially when first
introduced or when new versions or enhancements are released. Although the
Company has not experienced material adverse effects resulting from any such
defects or errors to date, there can be no assurance that, despite testing by
the Company and by current and potential customers, defects and errors will not
be found in current versions, new versions or enhancements after commencement of
commercial shipments, resulting in loss of revenues or delays in market
acceptance, which could have a material adverse effect upon the Company's
business, operating results and financial condition. See "Business--Product
Development."

Dependence on Key Personnel. The Company's success depends to a
significant degree upon the continuing contributions of its key management,
sales, marketing, customer support and product development personnel. The loss
of key management or technical personnel could adversely affect the Company. The
Company believes that its future success will depend in large part upon its
ability to attract and retain highly-skilled managerial, sales, customer support
and product development personnel. The Company has at times experienced and
continues to experience difficulty in recruiting qualified personnel.
Competition for qualified software development, sales and other personnel is
intense, and there can be no assurance that the Company will be successful in
attracting and retaining such personnel. Competitors and others have in the past
and may in the future attempt to recruit the Company's employees. Failure to
attract and retain key personnel could have a material adverse effect on the
Company's business, operating results and financial condition. See "Business --
Research and Development," "-- Employees" and "Management."

-9-

Risks Associated with International Operations. The Company's
subsidiary, Casdim Israel, is based in Israel and historically its operations
were carried out exclusively in Israel. Although the Company is expanding its
operations in the United States and is committing significant management time
and financial resources to developing direct and indirect international sales
and support channels, there can be no assurance that the Company will be able to
establish international market demand for its products. To the extent that the
Company is unable to do so in a timely manner, the Company's business, operating
results and financial condition would be materially adversely affected. See
"Business."

International Operations. International operations are subject to
inherent risks, including the impact of possible recessionary environments in
multiple foreign markets, costs of localizing products for foreign markets,
longer receivables collection periods and greater difficulty in accounts
receivable collection, unexpected changes in regulatory requirements,
difficulties and costs of staffing and managing foreign operations, reduced
protection for intellectual property rights in some countries, potentially
adverse tax consequences and political and economic instability. There can be no
assurance that the Company will be able to sustain or obtain revenues from
international operations or that the foregoing factors will not have a material
adverse effect on the Company's future revenues and, consequently, its business,
operating results and financial condition.

The Company's revenues in Israel are generally denominated in the local
currency. The Company does not currently engage in any hedging activities. There
can be no assurance that fluctuations in currency exchange rates in the future
will not have a material adverse impact on the Company's revenues from
international sales and thus the Company's business, operating results and
financial condition. See "Management's Discussion and Analysis" and
"Business--Customers and Markets" and "--Sales and Marketing and Distribution."

Future Capital Needs. The Company anticipates that its existing capital
resources will be adequate to satisfy its capital requirements, including its
expansion plans, for at least the next 12 months. The Company's future capital
requirements will depend on many factors, including continued progress in its
expansion plans and its ability to successfully develop new and enhanced
products. To the extent its existing capital resources are insufficient to fund
the Company's operating and financial requirements, it may be necessary to raise
additional funds through public or private financings. Any equity or debt
financings, if available at all, may cause dilution to the Company's
then-existing shareholders. See "Management's Discussion and Analysis--Liquidity
and Capital Resources."

Concentration of Ownership. Mr. Yehuda Shimshon and Cedarwood Trading &
Investments Ltd. ("Cedarwood"), a company in which Mr. Shimshon has a beneficial
interest and the current principal stockholders of the Company, beneficially own
approximately 60.5% of the Company's outstanding Ordinary Shares. As a result,
Mr. Shimshon is able to exercise control over most matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions. Such concentration of ownership may have the effect of
delaying or preventing a change in control of the Company. See "Principal
Shareholders."

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Shares Eligible for Future Sale. Upon consummation of this Offering,
the Company will have 14,784,000 shares of Common Stock outstanding,
substantially all of which are freely tradable by persons other than
"affiliates" of the Company, as such term is defined under the Securities Act.
The Company's principal stockholders, Yehuda Shimshon and Cedarwood who
beneficially own in the aggregate 8,250,000 shares of Common Stock of the
Company, have agreed not to offer, sell, contract to sell or otherwise dispose
of any shares or any securities convertible into, exercisable or exchangeable
for shares, for a period of three years in the case of Yehuda Shimshon, and two
years in the case of Cedarwood, without the prior written consent of Sunrise
Financial Group, Inc., a financial consultant and public relations advisor to
the Company. No predictions can be made as to the effect, if any, that market
sales of shares of existing stockholders or the availability for future sale of
such shares or shares in this Offering will have on the market price of the
Common Stock prevailing from time to time. The prevailing market price of the
Common Stock after the Offering could be adversely affected by future sales of
substantial amounts of Common Stock by existing stockholders. See "Principal
Shareholders," "Shares Eligible for Future Sale" and "Plan of Distribution."

Substantial Number of Shares of Common Stock Reserved for Issuance Upon
Exercise of Outstanding Options and Warrants. The Company has reserved from its
authorized but unissued Common Stock (i) 1,150,000 shares of Common Stock which
are subject to this offering and issuable upon exercise of warrants; (ii)
700,000 shares of Common Stock issuable upon exercise of options given to
Sunrise Financial Group, Inc. under a May 1996 consulting agreement with the
Company; (iii) 500,000 shares of Common Stock issuable under the Company's 1996
Stock Option Plan (the "1996 Plan"); and (iv) 100,000 shares of Common Stock
issuable under the Company's Directors Stock Option Plan (the "Directors Plan").
The 1996 Plan and the Directors Plan have been approved by the Company's
directors and shareholders will be asked to ratify both Plans at the Company's
next annual meeting. The existence of the outstanding options and warrants may
prove to be a hindrance to future financings by the Company. In addition, the
exercise of any options may dilute the net tangible book value of the Common
Stock. See "Management -- Stock Options."

No Dividends. The Company has never paid a dividend nor does it intend
to make any dividend payments for the foreseeable future. See "Dividend Policy."

Risks Relating to the Company's Operations in Israel

Operations in Israel. Casdim Israel's operations are directly affected
by economic, political and military conditions there. For information with
respect to certain factors concerning the State of Israel, risks related to its
economic and political situation and special programs provided by the State of
Israel relating to research and development, exports and taxation. See
"Management's Discussion and Analysis", "Israeli Taxation" and "Conditions in
Israel." The loss of the various research and development grants and tax
benefits afforded to the Company by the State of Israel would negatively impact
its results of operations in the future.

-11-

Some of the Company's officers and employees are currently obligated to
perform annual reserve duty in the Israel Defense Forces and are subject to
being called for active duty at any time upon the outbreak of hostilities. While
the Company has operated effectively under these requirements, no prediction can
be made as to the effect on the Company of any expansion of such obligation. See
"Business -- Employees."

Impact of Inflation and Currency Fluctuations. The dollar cost of the
Company's operations in Israel is influenced by the extent to which any increase
in the rate of inflation in Israel is not offset (or is offset on a lagging
basis) by a devaluation of the NIS in relation to the dollar. During the three
years ended December 31, 1995 the rate of inflation in Israel exceeded the rate
of devaluation of the dollar against the NIS. In 1994 and 1995, the rate of
inflation in Israel was 14.5% and 8.1%, respectively, while the rate of
devaluation was 1% and 3.7%, respectively.

-12-

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares
by the Selling Shareholders. The net proceeds to be received by the Company from
the exercise of the Warrants, assuming the exercise of all such warrants, are
estimated to be approximately $1,090,000. The proceeds of the exercises, if any,
will be used for working capital.

PRICE RANGE OF COMMON STOCK

Since completion of its public offering on September 27, 1989, a public
trading market has not developed for the Company's common stock, $0.00001 par
value (the "Common Stock"). Because there is no established trading market, and
only a limited number of market makers have sporadically offered to purchase and
sell shares of the Company's Common Stock, during significant portions of the
listed periods, reliable quotations for the Common Stock have not been
available.

1994: High Low
- ----- ---- ---
First Quarter............................. No Bid No Bid
Second Quarter............................ No Bid No Bid
Third Quarter............................. No Bid No Bid
Fourth Quarter............................ No Bid No Bid
1995:
First Quarter............................. No Bid No Bid
Second Quarter............................ No Bid No Bid
Third Quarter............................. No Bid No Bid
Fourth Quarter............................ No Bid No Bid
1996:
First Quarter............................. $1 1/8 $ 7/32
Second Quarter............................ 5 3/4 1/2
Third Quarter (through August 14)......... 4 1/4 2 3/4

The Nasdaq Bulletin Board symbol for the Company's Common Stock is
CDMI. As of August 14, 1996, there were approximately 39 holders of record and
400 beneficial owners of the Company's Common Stock.

-13-

DIVIDEND POLICY

The Company has not paid any cash dividends on its Common Stock and does not
anticipate paying any cash dividends in the foreseeable future.

CAPITALIZATION

The following table sets forth the short-term debt and capitalization
of the Company at June 30, 1996, without any adjustment to reflect the sale of
the Shares by the Company upon exercise of the Warrants:

June 30,1996
------------
Total short-term debt.................................... $ 954,895
==========
Long-term debt........................................... 35,947
-----------
Shareholders' equity:
Common Stock, $.00001 par value; 500,000,000
shares authorized; 13,634,000 shares issued
and outstanding; 14,784,000 shares issued and
outstanding, as adjusted (1)........................ 985
Less treasury stock...................................... (1,425)
Retained earnings........................................ 93,616
TOTAL SHAREHOLDERS' EQUITY............................... 3,139,758
-------------
TOTAL CAPITALIZATION..................................... $ 4,783,521
============

(1) Does not include 500,000 shares of Common Stock reserved for issuance
pursuant to the Company's 1996 Stock Option Plan, 700,000 shares of
Common Stock issuable upon exercise of an option granted to Sunrise
Financial Group, Inc. for financial services rendered, and 1,150,000
shares of Common Stock issuable upon exercise of warrants issued to
certain financial consultants to the Company. See "Description of
Capital Stock --" and "Management - Stock Options."

-14-

SELECTED FINANCIAL DATA

The following selected financial data for each of the years ended December
31, 1994, and 1995, are derived from the Company's consolidated financial
statements set forth elsewhere in this Prospectus. The Company's financial
statements were examined by Hocker, Lovelett, Hargens & Yennie, P.C. whose
report with respect to such financial statements appears in this Prospectus. The
consolidated balance sheet data at December 31, 1994 and 1995, is derived from
audited consolidated financial statements previously filed with the Commission.
The consolidated statement of operations data for the six-month periods ended
June 30, 1995 and 1996 and the consolidated balance sheet data at June 30, 1996
are derived from unaudited consolidated financial statements which, in the
opinion of the Company, reflect all adjustments necessary for a fair
presentation of the Company's financial position and results of operations for
such periods.

Income Statement Data:

Year Ended December 31, Six Months Ended June 30,
----------------------- -------------------------
1995 1994 1996 1995
---- ---- ---- ----

Sales........................................ $ 2,011,110 $ 188,351 $ 262,034 $ 348,704
Cost of sales................................ 468,353 51,739 56,082 166,665
--------- ---------- -------- ---------
Gross profit................................. 1,542,757 136,612 206,006 182,039
--------- --------- -------- ---------
Selling, general and administrative
expenses................................. 237,016 199,411 591,443 216,089
--------- --------- --------- ---------
Income (Loss) from operations................ 1,542,757 (62,799) (385,437) (34,770)
Other Income (Expenses):
Interest income......................... -- -- 9,211 --
Interest expense........................ (75,272) (54,361) (34,807) (40,504)
Investment activity loss................ (93,142) -- -- --
Gain (loss) foreign translation......... (6,203) 214 (32,252) (11,858)
---------- ---------- --------- ----------
Income (Loss) from Operations Before
Taxes................................... 1,131,124 (116,946) (443,285) (87,132)
Income Tax (Expenses) Benefit................ (440,309) 34,334 -- 26,011
---------- --------- -------------- ---------
Net Income (Loss)............................ $ 690,815 $ (82,612) $ (443,285) $ (61,121)
Net Earnings (Loss) per Share................ $ .36 $ (.07) $ (.04) $ (.05)
=========== =========== ========== ============
Weighted Average Number of Shares
Outstanding............................. 1,899,000 1,134,000 12,384,969 1,134,000
========== ========= ========== =========

Balance Sheet Data:

December 31, June 30,
-----------------
1994 1995 1996
---- ---- ----
Working capital (deficit).............. $(114,322) $ 179,432 $ 2,587,600
Total assets........................... 453,250 1,916,781 4,783,521
Total long-term debt................... 9,566 12,986 35,947
Shareholders' equity (deficiency)...... (58,338) 652,541 3,139,758

-15-

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Background

The Company was incorporated in Colorado on January 5, 1988 under the
name of S.W. Financial Corporation for the purpose of acquiring an interest in
one or more business opportunities in the field of multimedia, information and
communication technology. In keeping with the stated corporate purpose,
management evaluated several business opportunities and, during the fiscal year
ended December 31, 1995, finalized the Company's first corporate acquisition.

The acquisition was effected by means of an Exchange Agreement dated
November 21, 1995 by and among the Company, Casdim USA and Mr. Yehuda Shimshon.
Mr. Shimshon acted on behalf of himself and Cedarwood, then sole shareholders of
Casdim USA. Pursuant to the terms of the Exchange Agreement, the Company
acquired all the issued and outstanding shares of Casdim USA in exchange for
425,000,000 shares of the Company. The Exchange Agreement, which became
effective on December 11, 1995, was approved at a special meeting of the
shareholders of the Company held on October 24, 1995 at which the shareholders
also approved: (i) renaming the Company Casdim International Systems, Inc.; (ii)
the 50:1 stock split of 76,700,000 shares, the then outstanding number of shares
of the Company, into 1,534,000 shares; and (iii) the appointment of Mr. Shimshon
as President and Chairman of the Board.

Casdim USA, the Company's wholly-owned subsidiary, effectively owns
100% of the issued and outstanding shares of Casdim Israel, and holds the
exclusive U.S. licensing rights for such company's products. Casdim Israel was
established as a private limited company in Israel on November 4, 1993 under the
name of CIS Clinical Information Systems Ltd. Its name was changed officially on
November 13, 1995 to Casdim Interactive Systems Ltd. Casdim Israel designs and
develops interactive kiosks, customized databases and performs network
integration. Although Casdim Israel was originally formed to distribute
information specifically in the clinical laboratories medical market, it has
expanded its operations significantly by also targeting the larger HMO market
segment.

In order to strengthen its position in the health care market segment,
improve sales of its medical kiosk, and minimize research and development costs,
the Company entered into an agreement with Casdim Software Systems Ltd. ("CSS
Ltd."), a company owned by Mr. Yehuda Shimshon. The agreement provided for the
payment of $700,000 to CSS Ltd. for services and products to be supplied to the
Company. These products and services included: (i) adaptation of the Scope(TM)
LIS system operating in the 140 laboratories of Kupat Holim Leumit ("Kupat
Holim"), one of the four existing HMOs in Israel, to work with the medical
kiosk; (ii) development and implementation of a central data base for laboratory
test results; (iii) implementation of the "Laboratory Test Results Central Data
Base" to work with the 140 laboratories and 400 clinics of Kupat Holim; and (iv)
communication software and adaptation of various interfaces between CSS Ltd. and
Casdim Israel's products. The agreement between the companies also provided that
in the

-16-

event Kupat Holim or other companies purchased the above-mentioned products from
CSS Ltd., the proceeds, up to the sum of $700,000 would be paid to Casdim
Israel. On October 31, 1995, Kupat Holim ordered a central data base for
laboratory test results from CSS Ltd. for $260,000, excluding additional
payments covering extras. In January 1996, CSS Ltd. paid the amount of $125,000
of the $260,000 received in 1995 to Casdim Israel. The Company expects that the
remaining amount due under the agreement will be received in 1996.

Revenues from sales are recognized on delivery of merchandise or
performance of service. Revenue from long-term contracts which are carried out
on a fixed-price basis (subject to inflation linkage agreements) are recognized
by the percentage-of-completion method. The Company applies this method when the
total of the costs of the contract can reasonably be estimated (generally, when
the project is more than 20% complete). Revenues ascribed to each period
represent costs incurred during the period, with the addition of estimated
earnings accrued, based on the extent of progress towards completion during the
period. The percentage-of-completion is determined for each contract at the rate
which costs incurred to date bear to the total estimated cost of each contract.
With regard to contracts on which a loss is anticipated, a provision is made for
the entire amount of the estimated loss. Contracts are considered to be 100%
complete when the customer accepts the project, when the project is delivered,
or when the project complies with performance specifications, depending upon the
specific situation.

Research and development expenses are charged to income as incurred.

The Company prepares its financial statements in United States dollars
on a consolidated basis with the financial statements of its Israeli subsidiary,
Casdim Interactive Systems, Ltd., whose financial statements are prepared in
accordance with accounting principles generally accepted in Israel. As currently
applicable to the Company's consolidated financial statements, such accounting
principles are practically identical to U.S. GAAP.

Results of Operations

Six Months Ended June 30, 1996 Compared with Six Months Ended June 30, 1995

Product sales decreased to $262,034 during the six-months ended June 30,
1996 from $348,704 during the comparable period in 1995. The decrease in sales
was principally attributable to the Company's decision to emphasize the leasing
of kiosks rather than their sale. Management believes that this marketing
channel will provide the Company with a continuing stream of income and improved
results in the future.

Cost of sales decreased to $56,028 in the 1996 period from $166,665 in the
1995 six-month period, principally as a result of the Company's lower level of
sales. As a result, the Company's gross margin for the six-month period ended
June 30, 1996 was 78.6% compared to 52.2% in the 1995 period.

-17-

Selling, general and administrative expenses increased 272% in the 1996
six-month period to $591,443 from $216,809 in the 1995 comparable period, due
primarily to the Company's establishment of executive offices in New York City,
increased compensation, legal and accounting costs, increased marketing costs
associated with the Company's efforts to penetrate the United States market and
a charge of approximately $164,000 arising from the issuance of stock options to
the Company's public relations firm.

For the six-month period ended June 30, 1996, the Company had an operating
loss of $385,437 as compared to an operating loss of $34,770 for the comparable
period in 1995. The increase in the Company's operating loss for the 1996 period
was due primarily to the increase in the Company's selling, general and
administrative expenses and the decline in sales.

During the six months ended June 30,1996, the Company had other expenses of
$57,848 as compared to other expenses of $52,362 in the 1995 period. These
expenses consist of foreign currency translation losses and net interest
expense.

As a result of the foregoing, the Company had a loss before taxes of
$443,285 for 1996 as compared to a loss before taxes of $87,132 in the
comparable 1995 period. The Company's net loss was $443,285 or $.04 per share
for the six months ended June 30, 1996 as compared to a net loss of $61,121
(after an income tax benefit of $26,011) or $.05 per share for the comparable
period in 1995.

Years Ended December 31, 1995 and 1994

Sales. Product sales increased to $2,011,110 in 1995 from $188,351 in 1994,
when the Company's Israeli subsidiary, Casdim Israel began its operations. The
increase in sales was principally attributable to the initiation of deliveries
of the Company's kiosks. Sales of kiosks are expected to increase in 1996,
reflecting continued penetration of the Israeli market and the anticipated entry
into the U.S. market later in 1996. No assurance can be given that the Company
will succeed in its efforts in penetrating the U.S. market.

Costs of Sales. Cost of sales increased to $468,353 in 1995 from $51,739 in
1994 as a result of the Company's increased level of operations. As a result,
the Company's gross profit margin was 76.8% in 1995. The Company expects its
gross margins to vary in the future depending on changes in its product and
customer mix.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses, increased 18% in 1995 to $237,016, reflecting the
Company's increased scope of operations. The Company anticipates that selling,
general and administrative expenses will continue to increase in 1996 as a
result of the planned increase in marketing and sales efforts for the Company's
products and the costs associated with it being a public Company.

-18-

Gain (Loss) from Investment Activity. In 1995, the Company had a $93,142
loss from its investment activity, resulting from unsuccessful investments made
in 1995 prior to the acquisition of Casdim USA. In 1995 the Company had interest
expenses of $75,272 as compared to $54,361 in 1994 as a result of Casdim
Israel's increased level of borrowing. The Company expects interest expenses to
decline in 1996. However, if the Company's operations increase significantly, it
may be required to seek additional debt financing, which will result in
increased interest expense.

Operating Income. As a result of the foregoing, the Company had income
before taxes of $1,131,124 in 1995 as compared to a loss of $116,946 in 1994.
The Company was subjected to income taxes of $440,309 in 1995 as a result of its
earnings. Casdim Israel's profits were taxed at the regular Israel corporation
tax rate of 37% in 1995, which rate will decline to 36% in 1996.

Net Income. In 1995, the Company had net income of $690,815 or $.36 per
share as compared to a loss of $82,612 or $.07 per share.

Liquidity and Capital Resources

At June 30, 1996, the Company had $2,272,553 in cash and $2,587,600 in
working capital as compared to $26,000 in cash and $179,432 in working capital
at December 31, 1995. The Company's liquidity improved in the 1996 period,
principally as a result of a private placement of securities. In May 1996, the
Company completed a private placement of 4,000,000 shares of its common stock at
a sales price of $0.75 per share. The approximately $2,690,000 of net proceeds
from the sale of the shares will be used for working capital and to repay
existing debt. In August 1996 the Company received an indication from a lender
that approximately $950,000 of short-term debt of its Israeli subsidiary would
be converted into long-term debt.

One of the factors that will affect the Company's working capital in the
future is the payment cycle on its sales. At present, a $233,992 receivable from
one of the Company's major customers, Kupat Holim, an Israeli health maintenance
organization, is over 90 days old. Although the Company believes this receivable
to be recoverable, it believes that it will take a number of months for it to be
paid in full.

In August 1996, the Company received an indication from a bank that
approximately $950,000 of its Israeli subsidiary's short-term debt will be
converted into long-term debt. If this conversion takes place, the Company's
working capital position will further improve.

Management believes that the Company's cash requirements for at least the
next twelve (12) months will be met from existing cash, and if needed,
short-term borrowing. The Company at present has no significant financial
commitments outstanding.

-19-

BUSINESS

The Company designs and develops interactive kiosks, customized databases
and performs network integration. Currently, the Company provides kiosks to
several large enterprises in Israel, including medical kiosks for Kupat Holim
Leumit, one of the four existing HMOs in Israel, Madanis Insurance Company Ltd.,
Mercantile Bank, and Dizengoff Shopping Mall. The Company also designs, develops
and markets multimedia kiosks to companies in various market sectors, including
medical health, insurance, banking, human resources and trade fairs.

Products

The emergence of multimedia has resulted in the dynamic and extremely
friendly interaction between the user and the computer. The Company is utilizing
this market trend to transfer useful information from a company or organization
to its target audience in a persuasive, attractive, and efficient manner. The
Company's main products and services consist of:

* the sale and lease of multimedia kiosks;
* the development and sale of databases, kiosk and Internet home
pages, servers, and communications applications; and
* the lease of kiosk space to vendors for advertising, marketing,
and promotion of their products.

Sale and Lease of Multimedia Kiosks. The Company's kiosks offer a form of
interactive computerization which allows for easy consumer access to products,
services, and information. Consumers are able to access promotional and
educational information as well as purchase goods and services. Each kiosk
consists of a free-standing, electronic, informational and transactional booth
combining a number of computer peripheral technologies which collect and
dispense information and services. The kiosks are designed to be flexible and
user-friendly in order to meet the diverse needs of users, and are usually
placed in a highly visible and active location to provide services and
information to a wide audience. The kiosks include up-to-date technology in PC
hardware, multimedia, LAN, WAN, satellite communication and applications
generators and are comprised of a processor, disk drives, keyboard, video
display, touch screen, magnetic card reader, a scanner, and printer. Depending
on the application, kiosks may or may not be connected to one or more host
systems.

The manufacture and assembly of kiosks entail five distinct steps:

* Manufacturing of the Kiosk Enclosure. The manufacturing process takes
approximately one to two months, depending on whether the order consists of
an existing model or a new design. Although choice of a suitable enclosure
design is usually chosen from one of the Company's existing standard
models, new designs may be manufactured at the customer's request. The
creation of a new enclosure model takes approximately two to three months
during which a prototype is built and tested and an operating plan is
developed. The enclosures are designed by

-20-

Zog Ltd., an Israel-based industrial design company, which also oversees
the manufacturing process.

o Purchase of Hardware Components. Most of the hardware used in the
kiosks' operating systems is standard and not customized, which provides
the Company with flexibility when a change of manufacturer is needed or
technical modifications are required. The hardware components include
computers and expansion cards, a touchscreen, magnetic card reader, a
printer and communications equipment. Generally, the Company selects a
hardware supplier after comparing the equipment of three or more suppliers
for quality, reliability and durability, as well as adaptability to the
other components in the system, and the supplier's quality of service,
manufacturer's warranty and selling price.

o Integration and Adaptation of Software, Database and Graphics. This
process includes a system design stage, design of the user-interface and
connection of the application components into one complete system. Such
components can include a logging component to register activities made at
the kiosk stand, and a component for display of advertising during idle
time.

o Testing. The retrieval and content of the of information provided by
the individual system is tested before shipping. Great importance is placed
on building mechanisms that will enable easy updates of content items and
automatic distribution of such information to the kiosks.

o Connection of Kiosk Units. This process entails the preparation of
the required infrastructure for connecting a kiosk to the Company's central
control room. Such connections may be implemented through the use of
standard telephone lines, ISDN lines, local Ethernet network, frame relay
lines, point to point lines, or satellite network. The choice of
communication line depends on the number of sites to be connected, the
number of kiosks on the site, the quantity of information to be relayed,
and the frequency of transactions, and the type of project (i.e. credit
card company, medical data bank, etc.). Gilat - Satellite Communications
provides VSATs and hubs for the kiosks' satellite wide area network.

The sales price of a kiosk in Israel, including both equipment and
technology, ranges from $10,000 to $25,000. Under its principal contract with
Kupat Holim, 45% of the total price was payable upon execution of the sale
agreement, 25% on the installation of a beta site, and the balance of 30%
payable upon completion of the project. The agreement with Kupat Holim was
entered into in 1994 and provided for the sale of 60 kiosks and certain other
peripheral systems for the total price of approximately $2,135,000. As of June
30, 1996, 10 kiosks were in operation and the remaining 50 kiosks were scheduled
for installation during 1996. In 1995, Kupat Holim accounted for 75% of the
Company's revenues. The Company did not have any material sales in 1994.

The Company has targeted a base selling price of approximately $15,000 per
unit in the U.S. as a consequence of the increased level of competition in the
U.S. market. In the U.S., prices may range from $13,000 to $150,000 for a highly
sophisticated kiosk. In Israel, the Company entered into sales agreements for 60
kiosks in 1994, and 40 in 1995, of which 20 are currently in operation, and

-21-

expects to have approximately 140 kiosks in operation in Israel by the end of
1996. In Israel the Company intends to place its leased kiosks in shopping
malls, bus stations and tourist venues and is currently negotiating for their
placement in such venues. In North America, the Company is focusing is marketing
efforts in the lodging and banking industries. No assurance can be given that
the Company will be successful in its marketing efforts.

Sales and Marketing

The Company has begun to emphasize the leasing of kiosks to new customers.
The Company intends to place these kiosks in strategic locations in order to
create a network of kiosks offering a diverse network of information and
transaction capabilities.

Generally, agreements for the lease of single-purpose kiosks have a minimum
term of one year at a minimum rental rate of approximately $1,000 per month for
each unit, in addition to the price payable for the development of the
customized software. The unit remains the property of the Company, unless
purchased, in which case the payment of the last three months' rent is deducted
from the total price of the kiosk.

The Company provides technical support to its customers, at approximately
15% of the total value of the system provided. The Company's information and
control center is located at it's head office in Petah Tikva, from which it
monitors all kiosks on the network in real time, allowing for tracking of usage,
up and down time, information received, access time and a multitude of other
functions. This network has been designed to provide flexibility and the Company
believes it provides an advantage over it's competitors' non-networked kiosks.

Development and Sale of Databases, Kiosk and Internet Home Pages, Servers,
and Communications Applications. The charge for developing a customer's
interactive program ranges from $20,000 to $200,000. Depending on the project,
the Company's experienced staff is able to respond to every customer's needs
concerning data structure by developing, building, maintaining, and connecting
customized databases to the Company's kiosk network.

Lease of Kiosk Space to Multiple Vendors for Advertising, Marketing,
Promotion, and Transactions. The Company leases kiosk space in units to various
vendors at a per kiosk cost to each vendor of approximately $3,000 to $6,000 per
year per kiosk. Lease prices are determined by the location of the kiosk.

The Company has developed a multi-dimensional approach to the information
services market by targeting the underutilized "leisure time" market. The
"leisure time" market refers to time spent between the home and the office, when
a customer is more predisposed to shop or require access to services. The
Company has approached the market from two different avenues. First targeting
markets which are currently underutilized and have not yet been identified as
market niches. Second, the Company turns the kiosks, located in public areas
which are heavily frequented, into profit centers. In essence, on a one time
sale of capital goods, the Company sells a number of

-22-

products, services, and applications on an ongoing basis. The markets which the
Company targets need not be related, different information channels can co-exist
on a single kiosk, and the consumer can then choose which channel to use.

The Company believes it is a leading provider of multimedia kiosks in
Israel, and intends to translate its success in the Israeli market to the U.S.
market using the same marketing strategy it uses in Israel. To that end, Casdim
Israel intends to obtain agreements with various customers to consolidate
information, offering services of numerous clients over one network, with each
client owning a different information channel. If successful, the consumer need
not spend time searching in order to locate an appropriate kiosk, but need only
select the relevant channel on any of the Company's kiosks.

The Company believes the U.S. kiosk market is beginning to mature but is
far from saturation. The market research firm of Frost and Sullivan has
estimated, that in 1994, the total U.S. multimedia kiosk application market,
which includes application software, computer hardware, and kiosks, was $1.1
billion, and it forecasted that the market will grow by 35% annually to reach
$2.7 billion by 1997. The Company intends to benefit from this market expansion,
targeting organizations in the banking, airline, tourism, insurance, retail,
public transit, health care, and governmental sectors.

The Company's marketing plan for its expansion into the U.S. market
includes the establishment of both in-house and distributor sales forces. The
in-house sales force will consist of a marketing manager and one sales person
who will be responsible for marketing niches. The distributor sales force will
be active in specific geographic areas on a case by case basis, and will seek to
penetrate specific markets including hotels, convention and trade centers and
the health care environment. The Company also intends to seek assistance from
consultants in establishing a comprehensive marketing program covering the types
of media to be used, which trade shows to attend, and the USP (unique selling
point) of the Company. The Company expects that much of the promotional
activities will be accomplished through demonstrations of its kiosks. This "self
promotion" will compliment the Company's other activities within its marketing
campaign. No assurance can be given that the Company will be successful in its
plan for entering the U.S. market.

Research and Development

The Company directs its research and development ("R&D") efforts into the
integration between various products in the areas of multimedia platforms, and
the development of software, video and audio products, and animation software,
network technologies (LAN and WAN), and products involved in the areas of fiber
distributed data interface (FDDI) and asynchronous transfer mode (ATM). This
approach results in relatively low cost R&D and allows the Company to develop a
wide range of multimedia applications for inclusion in its interactive kiosk
operation.

Simultaneously with the development of kiosks for ongoing projects, the
Company is in the process of developing sub-systems for general use in various
other applications, including:

-23-

* HMTL Kiosk: This type of kiosk is suitable for use when vast
amounts of information must be displayed simultaneously, or when the use
of Hypertext Markup Language is required.

* Mall Kiosk: This type of information kiosk enables shoppers to
find a certain store within a mall either alphabetically or by category.
The system also provides printed directions to store locations.

* Bit Technology: The transfer of existing operating systems to
32 bit technology.

* Updated Central Control System: For controlling the status of
the kiosks and their informational content, receiving reports from the
kiosks, managing service calls and distribution of updates for software
and day-to-day contents.

* Video Conference and Cartographic Information Display System:
This will provide consumers with the ability to engage in video
conferencing.

* Continuous Advertising: This component which will display
advertisements on a separate screen will be used solely for this purpose.
This system will include a mechanism for determining the frequency and
availability of advertisements according to the amount of transmission
time sold.

The Company is also currently developing products in the interactive
television and Internet areas.

Patents

In January 1995, the Company acquired a pending patent (No. 108935) for
its medical kiosks from CSS Ltd., an affiliated company owned by Mr. Yehuda
Shimshon, for $500,000. This patent is pending both in Israel and the United
States. The Company does not have any registered trademarks.

Competition

A number of companies are active in the field of information kiosks in the
U.S. Management believes that Factura Composites, Inc., is the market leader in
kiosk manufacturing in the United States. Other companies active in the field
include: Quick ATM, 1-Media, Aimtech, EDR Systems, Virtual Shopping Inc., Rikon,
and HSI. All of these companies have greater financial resources than the
Company. There are also a large number of companies in the field of touch
screens, peripherals and applications software. The Company believes that it's
high standard of product and innovative approach to the market will allow the
Company to compete favorably in the U.S. and Israeli markets.

The Israeli market is a relatively small one in which the Company believes
it is a leading competitor. The Company's main competitors in Israel are Golden
Screens and Interactive

-24-

Information Ltd. Golden Screens has been in operation for approximately five
years and, to the knowledge of the Company, has approximately 25 kiosks in
operation. Golden Screens specializes primarily in providing kiosk for the
public and government sectors and does not service private organizations. Its
kiosks offer fewer features and less updated technological and multimedia design
than the Company's product. Golden Screen's kiosks do not operate in "real
time," and lag behind the Company's kiosks in multimedia, computer technology
and applications. Interactive Information Ltd. has been in operation for
approximately one year and, to date, services only the hotel industry.
Management believes such company currently has two kiosks in operation.

The Company's competitors may be able to respond more quickly to new or
emerging technologies and changes in customer requirements or devote greater
resources to the development, promotion and sale of their products than the
Company. Also, many current and potential competitors have greater name
recognition and more extensive customer bases that could be leveraged, thereby
gaining market share to the Company's detriment. The Company expects to face
additional competition as other established and emerging companies enter the
interactive kiosk development market and new products and technologies are
introduced. Increased competition could result in price reductions, fewer
customer orders, reduced gross margins and loss of market share, any of which
could materially adversely affect the Company's business, operating results and
financial condition. In addition, current and potential competitors may make
strategic acquisitions or establish cooperative relationships among themselves
or with third parties, thereby increasing the ability of their products to
address the needs of the Company's prospective customers. Accordingly, it is
possible that new competitors or alliances among current and new competitors may
emerge and rapidly gain significant market share. Such competition could
materially adversely affect the Company's ability to sell additional licenses
and maintenance and support renewals on terms favorable to the Company.
Furthermore, competitive pressures could require the Company to reduce the price
of its licenses and related services, which could materially adversely affect
the Company's business, operating results and financial condition. There can be
no assurance that the Company will be able to compete successfully against
current and future competitors, and the failure to do so would have a material
adverse effect upon the Company's business, operating results and financial
condition. See "Business -- Competition."

Employees

At June 30, 1996, the Company and its subsidiaries employed 15 persons, 7
in research and development and technical support, 4 in marketing and sales, and
4 in operations and administration.

Properties

The Company's executive offices are located at 90 Park Avenue, New York,
New York. The Company is currently occupying 200 square feet at a monthly
discounted rental cost of $3,060, under a short-term lease which will expire on
January 14, 1997. The Company is seeking larger permanent space in the
metropolitan New York area and believes it will be able to obtain such space on
commercially acceptable terms.

-25-

The Company's research and development facility is located in the
industrial zone of Petah Tikva, Israel. The premises, which consist of
approximately 7,600 square feet and five parking bays, are shared with CSS Ltd.
The Company utilizes approximately 3,000 squuare feet to house its
administrative, marketing and technical departments. The lease provides for
monthly rentals of $6,840 per month of which half of such amount is linked to
changes in the Israeli Consumer Price Index ("CPI"). The Company pays its
pro-rata share of the lease costs for the premises. The lease expires in April
1997 and may be renewed for five additional years.

Legal Proceedings

The Company is not a party to any material litigation.

CONDITIONS IN ISRAEL

The following information is intended to advise prospective investors of
certain conditions in Israel that could affect the Company.

Political Conditions

Since the establishment of the State of Israel in 1948, a state of
hostility has existed, varying as to degree and intensity, among Israel and
various Arab countries, which has led to a number of armed conflicts in the past
and continues to create security and economic problems for Israel. A peace
agreement was signed between Israel and Egypt in 1979, and limited economic and
full political relations have been established between the two countries. A
peace treaty between Israel and the Hashemite Kingdom of Jordan was signed in
1994, ending the state of war along Israel's longest border, pursuant to which
full political and economic relations were formally established.

Since December 1987, civil unrest has existed in the territories which
came under Israel's control in 1967. In September 1993, Israel entered into a
Declaration of Principles with the Palestine Liberation Organization (the
"PLO"), which sets forth a basic framework for continued negotiations between
Israel and the PLO with respect to ending the state of hostility between such
parties. In April 1994, negotiations between Israel and the PLO resulted in the
signing of an interim agreement to grant Palestinian Arabs limited autonomy in
certain of the Territories administered by Israel; in September 1995, Israel and
the PLO signed an additional agreement regarding the transfer of civil
administration to the Palestinian Authority in other areas of the Territories
and the Israeli Army has withdrawn from certain of such areas as well. No
prediction can be made as to whether any other written agreements will be
entered into between Israel and its neighboring countries, whether a final
resolution of the area's problems will be achieved, the nature of any such
resolution, or whether the civil unrest in the administered territories will
continue and to what extent the unrest will have an adverse impact on Israel's
economic development or on the operations of the Company in the future.

-26-

Most adult male permanent residents of Israel under the age 51 are, unless
exempt, obligated to perform approximately 26 days of military reserve duty
annually. Additionally, all such residents are subject to being called to active
duty at any time under emergency circumstances. The male officers and employees
of the Company are generally currently obligated to perform annual reserve duty.
While the Company and its personnel have operated effectively under these
requirements, no assessments can be made as to the full impact on the Company's
work force or business if conditions should change and no prediction can be made
as to the effect on the Company of any expansion or reduction of these
obligations.

Certain countries and companies participate in a boycott of Israeli
companies and others doing business in Israel or with Israeli companies. The
Company, however, believes that the boycott will not have a material adverse
impact on the Company's business.

Economic Conditions

In 1995, for the sixth consecutive year, the economy of Israel experienced
significant expansion. During calendar years 1990 through 1995, Israel's gross
domestic product increased by 5.0%, 6.2%, 6.7%, 3.4%, 6.5% and 6.8%,
respectively. The Israeli government's monetary policy contributed to relative
price and exchange rate stability during most of these years despite fluctuating
rates of economic growth and a high rate of unemployment.

Israel's economy has been subject to numerous destabilizing factors,
including a period of rampant inflation in the early- to mid-1980s, low foreign
exchange reserves, fluctuations in world commodity prices, military conflicts
and civil unrest. For these and associated reasons, the Israeli Government has
intervened in sectors of the Israeli economy, employing among other means,
fiscal and monetary policies, import duties, foreign currency restrictions and
control of wages, prices and exchange rates, and has frequently reversed or
modified its policies in all these areas. The Company believes that the rate of
inflation in Israel has not had a material effect on its business activities to
date because (i) most of the Company's activities are funded or paid in United
States dollars or NIS indexed to the dollar, and (ii) Israeli inflation,
although still significant, has been relatively stable over the last several
years. The inflation rates for 1994 and 1995 and for the first six months of
1996 (annualized) were 14.5%, 8.1% and 14.0%, respectively. In the event that
inflation in Israel were to return to such high levels as would have a
significant negative impact on Israel's economy as a whole, the Company's
results of operations and financial position could be materially adversely
affected.

The defense burden, the absorption of immigrants and the development of
the economy have resulted in high balance of payments deficits in Israel for
many years. The main sources of capital to finance the deficits have been
military and economic aid from the United States (including loan guarantees),
reparations and other remittances to Israeli residents, sales of bonds
(primarily in the United States), intragovernmental, institutional and free
market loans and contributions from the international Jewish community. Although
the Company knows of no planned reductions or delays

-27-

in such sources of capital, the Israeli economy could suffer serious adverse
consequences if such sources of capital were to be reduced by material amounts.

Trade Agreements

Israel is a member of the United Nations, the International Monetary Fund,
the International Bank for Reconstruction and Development and the International
Finance Corporation. Israel is a signatory to the General Agreement on Tariffs
and Trade, which provides for reciprocal lowering of trade barriers among its
members.

Israel became associated with the European Union by an agreement concluded
in 1975 which confers certain advantages with respect to Israeli exports to most
of the European countries and obliges Israel to lower its tariffs with respect
to imports from those countries over a number of years.

In September 1992, Israel signed a free trade agreement with the European
Free Trade Association ("EFTA"), the members of which are Austria, Finland,
Iceland, Liechtenstein, Norway, Sweden and Switzerland. The agreement, which
became effective on January 1, 1993, entitles the exporting countries of EFTA
trading with Israel to conditions similar to those that the countries of the
European Union enjoy when trading with the United States.

In 1985, Israel and the United States entered into an agreement to
establish a Free Trade Area, which is intended to ultimately eliminate all
tariff and certain non-tariff trade between the two countries. Under the
Agreement, most products received immediate duty free status in 1985, staged
reductions are taking place on others and reductions on tariffs relative to a
third category may be accelerated prior to 1995, by which all tariffs are to be
eliminated.

Israel is the only country that has free-trade area agreements with the
United States, the European Union and the EFTA states. Additionally, the end of
the Cold War has enabled Israel to establish commercial and trade relations with
a number of other nations, including China, Russia, and the nations of Eastern
Europe, with which Israel had not previously had such relations.

-28-

MANAGEMENT

Executive Officers and Directors

The Directors and Executive Officers of the Company are:

Name Age Position
Yehuda Shimshon................ 43 Chairman of the Board, President &
CEO, and Chief Financial Officer
Ilan Mintz..................... 43 Director
Israel Shimshon................ 66 Director

David Tamir.................... 52 Director
Gary P. Tober ............. 46 Secretary
Doron Leave.................... 42 Vice President of Operations and
Director

Yehuda Shimshon, Chairman of the Board, President, CEO, and Chief
Financial Officer of the Company, since December 1995, began his career in the
Israeli Defense Forces and rose to the rank of Captain. Upon his discharge from
the Service he began his career as a consultant, providing services to
organizations active in international trade throughout Europe and Africa. Mr.
Shimshon became active in the field of computer research developing and writing
programs which lead to the establishment of CSS Ltd. in 1986, and the Casdim
Group and Casdim Interactive Systems Ltd. in 1994. Mr. Shimshon has been the
Chief Executive Officer of both of the previously mentioned companies since
their inception.

Israel Shimshon, a director of the Company since March 1996, has been the
managing director of Hagadish Insurance Agency, an Israeli general insurance
agency, since 1953. Mr. Israel Shimshon is the father of Yehuda Shimshon, the
principal shareholder of the Registrant.

Doron Leave joined the Company as Vice President of Operations on July 23,
1996 and was elected a director in August 1996. From September 1990 to July
1996, Mr. Leave was employed by Bank Hapoalim Ltd., most recently as Branch
Manager of its Allenby branch. Mr. Leave holds a degree in Business
Administration from Tel Aviv University.

Ilan Mintz, a director of the Company since December 1995, has held
various positions with CSS Ltd., an Israeli company which develops clinical
laboratory management systems. Mr. Mintz started his affiliation with such
company in 1990 as manager of the Customer Support and Training

-29-

Division. In 1993 he became the director of the Marketing Division, and has
served as General Manager since January 1995.

David Tamir has been a director of the Company since May 1996. From May
1992 to December 1995, Mr. Tamir was president of Powerspectrum Technology, a
majority-owned subsidiary of Geotek Communications, Inc., a publicly traded
wireless communications provider. From 1990 until May 1992, Mr. Tamir served as
a representative of the Israeli Armament Development Authority in Washington,
D.C.

Gary P. Tober, Secretary of the Company since December 1995, has been a
member of the law firm of Lane Powell Spears Lubersky of Seattle for over five
years. Mr. Tober practices in the areas of international business law, taxation,
and international investment law.

All Directors of the Company hold office until the next Annual Meeting of
Stockholders and until their successors have been elected and qualified.
Officers serve at the pleasure of the Board of Directors. Mr. Israel Shimshon, a
director of the Company, is the father of Mr. Yehuda Shimshon, the Chairman,
President, and CEO of the Company. All of the executive officers devote their
full time to the operations of the Company.

Executive Compensation

None of the Company's executive officers received any compensation during
1995. Yehuda Shimshon's salary for 1996 is expected to be $240,000. The Company
does not have any retirement plans for its executives. There are currently no
employment agreements between the Company and any of its officers.

CERTAIN TRANSACTIONS

In October 1995, the Company paid approximately $1,000,000 (NIS 3,000,000)
to CSS Ltd., a company owned by Mr. Yehuda Shimshon. The agreement provided for
the payment of $700,000 to CSS Ltd. for services and products to be supplied to
the Company. These products and services included: (i) adaptation of the
Scope(TM) LIS system operating in the 140 laboratories of Kupat Holim to work
with the medical kiosk; (ii) development and implementation of a central data
base for laboratory test results; (iii) implementation of the "Laboratory Test
Results Central Data Base" to work with the 140 laboratories and 400 clinics of
Kupat Holim; and (iv) communication software and adaptation of various
interfaces between CSS Ltd. and Casdim Israel's products. The agreement between
the companies also provided that in the event Kupat Holim or other companies
purchased the above-mentioned products from CSS Ltd., the proceeds, up to the
sum of $700,000 would be paid to Casdim Israel. On October 31, 1995, Kupat Holim
ordered a central data base for laboratory test results from CSS Ltd. for
$260,000, excluding additional payments covering extras. In January 1996, CSS
Ltd. paid the amount of $125,000 of the $260,000 received in 1995 to Casdim
Israel. The Company expects that the remaining amount due under the agreement
will be received in 1996.

-30-

The remaining $300,000 was a short-term loan linked to the Israeli CPI, which
loan was repaid in 1996.

On November 21, 1995 the Company entered into an agreement with Casdim USA
and Mr. Yehuda Shimshon. Mr. Shimshon acted on behalf of himself and Cedarwood,
the then sole shareholders of Casdim USA. Pursuant to the terms of the Exchange
Agreement, the Company acquired all the issued and outstanding shares of Casdim
USA in exchange for 425,000,000 shares of the Company. The Exchange Agreement,
which became effective on December 11, 1995, was approved at a special meeting
of the shareholders of the Company held on October 24, 1995 at which the
shareholders also approved: (i) renaming the Company Casdim International
Systems, Inc.; (ii) the 50:1 stock split of 76,700,000 shares, the then
outstanding number of shares of the Company, into 1,534,000 shares; (iii) the
relocation of the Company's headquarters from Colorado to Nevada; and (iv) the
appointment of Mr. Shimshon as President and Chairman of the Board. As of
December 31, 1995, the Company had 9,634,000 shares outstanding, of which 44.1%
was owned by Mr. Shimshon and 44.1% was held by Cedarwood, a company in which he
holds a controlling interest. At the time of the exchange, Mr. Shimshon and
Cedarwood were each 50% shareholders of Casdim USA.

-31-

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the aggregate
and percentage ownership of the Company's Common Stock as of August 14, 1996 and
the percentage ownership as adjusted to reflect the sale of the 5,150,000 shares
of Common Stock offered hereby by the Company and the Selling Stockholders
pursuant to this offering, by (i) each person known by the Company to
beneficially own more than five percent of the Company's Common Stock, (ii) each
of the Company's directors, (iii) each of the executive officers and (iv) all
directors and executive officers as a group.

Beneficial Ownership Beneficial Ownership
Prior to Offering After Offering
----------------- Number --------------
Number of % of Shares of Shares Number of % of Shares
Name and Address Shares Outstanding to be Sold Shares Outstanding
---------------- ------------- ----------- ---------- ------ -----------

Yehuda Shimshon(1)............................ 8,250,000(2) 60.5% -- 8,250,000(1) 55.8%
Cedarwood Trading & Investment Ltd.(1)........ 4,000,000 29.3 -- 4,000,000 27.0%
Doron Leave(1)................................ -- -- -- -- *
Ilan Mintz(1)................................. -- -- -- -- *
Israel Shimshon(1)............................ -- -- -- -- *
David Tamir(1)................................ -- -- -- -- *
Gary P. Tober(1).............................. -- -- -- -- *
Derek Caldwell................................ 50,000 * 50,000 -- *
Frank K. Brosens.............................. 400,000 2.9 400,000 -- *
European Venture Corp......................... 533,333 3.9 533,333 -- *
Lotmar Ltd.................................... 533,333 3.9 533,333 -- *
Nathan Low.................................... 413,334 3.0 413,334 -- *
M.H. Meyerson & Co............................ 200,000 1.5 200,000 -- *
Pharos Fund Limited........................... 266,666 2.0 266,666 -- *
RBC Inc....................................... 66,668 * 66,668 -- *
Tinicum Investors............................. 400,000 2.9 400,000 -- *
Andrew Hart................................... 40,000 * 40,000 -- *
Alan Swerdloff................................ 13,334 * 13,334 -- *
Dwight Miller................................. 16,666 * 16,666 -- *
Pelican Securities & Investments Ltd.......... 100,000 (3) * 100,000 (3) -- *
Softbreeze Ltd................................ 250,000 (3) 1.8 250,000 (3) -- *
Montaraz Limited.............................. 350,000 (3) 2.6 350,000 (3) -- *
Onvoy Holdings Ltd............................ 400,000 (3) 2.9 400,000 (3) -- *
Wideglobe Ltd................................. 50,000 (3) * 50,000 (3) -- *

All Executive Officers and Directors as a
group (4 persons)............................. 8,250,000 60.5% __ 8,250,000 55.8%

-32-

(1) The address for Mr. Yehuda Shimshon is 90 Park Avenue, New York, New York
10016. The address for Cedarwood Trading & Investment Ltd. ("Cedarwood")
is c/o Bank of Bermuda, 6 Front Street, Hamilton HM 11, Bermuda. The
address for Messrs. Doron Leave, Ilan Mintz, Israel Shimshon and David
Tamir is 5 Haofan Street, Kiryat-Arie, P.O. Box 3599, Petah Tikva, Israel
49130. The address for Mr. Tober is 1420 Fifth Avenue, Suite 4100, Seattle
Washington 98701-2338.

(2) Includes 4,000,000 shares held by Cedarwood, in which entity Mr. Yehuda
Shimshon has a controlling beneficial interest. Accordingly, he is deemed
to be the beneficial owner of such shares.

(3) Shares issuable upon exercise of currently exercisable Warrants.

-33-

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, the Company had 13,634,000 Shares outstanding.
Upon completion of this offering and assuming the full exercise of the Warrants
there will be 14,784,000 shares of Common Stock of the Company outstanding. Of
these shares, 8,500,000 were issued by the Company in transactions not involving
a public offering in December 1995, and are thus treated as "restricted
securities" within the meaning of Rule 144 under the Securities Act.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned his or her shares for at
least two years, is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of (i) 1% of the number of then
outstanding shares or (ii) the average weekly trading volume of such shares
during the four calendar weeks preceding each such sale. Sales under Rule 144
are also subject to certain manner-of-sale provisions, filing requirements and
the public availability of certain information about the Company.

No precise predictions can be made of the effect, if any, that market
sales of restricted Shares or their eligibility for sale under Rule 144 will
have on the market price prevailing from time to time. Nevertheless, sales of
substantial amounts of the restricted Shares on the public market could
adversely affect such market price and could impair the Company's future ability
to raise capital through the sale of equity securities.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 500,000,000 shares
of Common Stock, of which 13,634,000 shares of Common Stock are currently
outstanding and 14,784,000 shares of Common Stock will be outstanding if
Warrants are exercised in full. All issued and outstanding shares of Common
Stock of the Company are, and the Shares offered hereby when issued and paid for
will be, validly issued, fully paid and nonassessable. The Shares do not have
preemptive rights and are not convertible or redeemable.

The Certificate of Incorporation of the Company provides for the issuance
of 100,000,000 shares of Preferred Stock, par value $0.00001 per share, and
500,000,000 shares of Common Stock, par value $0.00001 per share. The Company
intends to reincorporate in the State of Delaware and to change its
capitalization to provide for no preferred shares.

The Board of Directors of the Company, without action by the stockholders,
is authorized to issue the shares of Preferred Stock in one or more series and,
within certain limitations, to determine the voting rights (including the right
to vote as a series on particular matters), preferences as to dividends and in
liquidation, conversion, redemption and other rights of each such series. The
Board of Directors could issue a series with rights more favorable with respect
to dividends, liquidation and voting than those held by the holders of any class
of common stock. The Company presently has no outstanding shares of Preferred
Stock.

-34-

The authority of the Board to issue the Preferred Stock could have the
effect of discouraging attempts to obtain control of the Company by means of
merger, tender offer, proxy contest or otherwise or could delay and make more
costly any such attempt. The voting and conversion rights provided to such
shares could adversely affect the voting power of the holders of Common Stock.
There are presently no agreements or understandings with respect to the issuance
of Preferred Stock and the Board of Directors has no present intention to issue
any shares of Preferred Stock.

Common Stock

The holders of shares of Common Stock have one vote per share. None of the
shares have or will have preemptive or cumulative voting rights, be redeemable,
or be liable for assessments or further calls. None of the shares will have any
conversion rights except as specified above.

Subject to the rights of holders of any Preferred Stock which may be
issued, the holders of shares of any class of common stock are entitled to
dividends when and as declared by the Board of Directors from funds legally
available therefor and, upon liquidation, to share pro rata in any distribution
to stockholders. The Company does not anticipate declaring or paying any cash
dividends for the foreseeable future. See "Dividend Policy."

The shares of Common Stock beneficially owned by Mr. Shimshon and
Cedarwood aggregate approximately 60.5% of the shares of Common Stock currently
outstanding and will amount to 55.8% of the shares of Common Stock to be
outstanding upon completion of the offering hereby. They will be able to
exercise substantial influence over the election of directors and other issues
which are submitted to the stockholders of the Company. See "Risk
Factors--Control."

Transfer Agent and Registrar

Tran Securities Corporation of Spokane, Washington acts as transfer agent
and registrar for the Common Stock.

-35-

PLAN OF DISTRIBUTION

The Shares offered hereby may be sold from time to time as market
conditions permit in the over-the-counter market, or otherwise, at prices and
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions. The Shares offered hereby may be sold without
limitation by one or more of the following methods: (i) a block trade in which a
broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (ii) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (iii)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; (iv) face-to-face transactions between sellers and purchasers
without a broker-dealer or otherwise. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts from
Selling Shareholders in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act, in
connection with such sales.

The Selling Shareholders have advised the Company that they will comply
with Rule 10b-6 promulgated under the Exchange Act in connection with all sales
of Shares issuable upon exercise of the Warrants or otherwise offered hereby.

The Company will pay the expenses of this offering which expenses are
estimated to be approximately $40,000.

LEGAL MATTERS

Certain legal matters will be passed upon by Carter, Ledyard & Milburn,
New York, New York counsel for the Company. The validity of the issuance of the
Shares offered hereby will be passed upon by Brenman Key & Bromberg, P.C.,
Denver, Colorado.

EXPERTS

The financial statements of Casdim International Systems, Inc. at December
31, 1994 and 1995 and for the two years in the period ended December 31, 1995,
appearing in this Prospectus and Registration Statement have been audited by
Hocker, Lovelett, Hargens & Yennie, P.C., independent accountants, as set forth
in their report thereon appearing elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

-36-

AVAILABLE INFORMATION

The Company files certain reports and other information with the
Commission. Such reports and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 or at the Regional Offices of the
Commission: Suite 1400, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Commission also maintains a Web site at
http://www.sec.gov. which contains reports, proxy statements and other
information regarding registrants that file electronically with the Commission.

The Company has filed with the Commission in Washington, D.C., a
Registration Statement on Form SB-2 under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares offered hereby. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement and to the financial statements
and exhibits filed as part thereof. Statements contained in this Prospectus as
to the contents of any contract or other documents are not necessarily complete,
and in each instance reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference.

-37-

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
Report of Independent Accountants..................................... F-2

Consolidated Balance Sheets at December 31, 1994 and 1995............. F-3

Consolidated Statements of Operations for the years
ended December 31, 1994 and 1995...................................... F-4

Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1994 and 1995................................ F-5

Consolidated Statements of Cash Flows for the years ended
December 31, 1994 and 1995............................................ F-6

Notes to Consolidated Financial Statements............................ F-7

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets at June 30, 1996 and
December 31, 1995............................................... F-13

Consolidated Statements of Income for the six
months ended June 30, 1996 and 1995............................. F-14

Consolidated Statements of Cash Flows for the six
months ended June 30, 1996 and 1995............................. F-15

Notes to Interim Consolidated Financial Statements................. F-16

F-1

HOCKER, LOVELETT, HARGENS & YENNIE, P.C.
Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
CASDIM INTERNATIONAL SYSTEMS, INC.
Riverton, WY 82501

We have audited the accompanying consolidated balance sheets of CASDIM
INTERNATIONAL SYSTEMS, INC. (a corporation) and its subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements of income,
stockholders' equity and cash flows for the years then ended. These consolidated
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CASDIM INTERNATIONAL
SYSTEMS, INC. (a corporation) and its subsidiaries as of December 31, 1995 and
1994 and the results of their operations, stockholders' equity and their cash
flows for the years then ended, in conformity with generally accepted accounting
principles.

/s/Hocker, Lovelett, Hargens & Yennie, P.C.
April 8, 1996
Riverton, Wyoming

F-2

CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

ASSETS 1995 1994
-------- --------
CURRENT ASSETS
Cash $ 26 $ 9,488
Accounts receivable
Trade 155,783 1,085,353
Other - Note 2 1,202,505 302,825
---------- ----------
Total 1,358,314 1,397,666

PROPERTY AND EQUIPMENT - NOTE 3
Property and equipment 111,727 60,042
Less accumulated depreciation ( 20,919) ( 4,458)
---------- ----------
Net 90,808 55,584

OTHER ASSETS
Patent, net - Note 4 467,659 -
---------- ----------

TOTAL $1,916,781 $1,453,250
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Trade $ 38,763 $ 37,239
Other - Note 5 465,417 50,919
Deposit - 1,234,516
Current maturities of debt - Note 6 674,702 186,912
---------- ----------
Total 1,178,882 1,509,586

LONG-TERM DEBT
Accrued severance pay, net - Note 7 12,986 9,566

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY 72,372 ( 7,164)
---------- ---------

TOTAL 1,264,240 1,511,988

STOCKHOLDER'S EQUITY
Common stock, $.00001 par value,
500,000,000 shares authorized
9,634,000 shares issued and
outstanding, 285,000 shares
held in treasury stock 945 745
Additional paid in capital 194,480 94,680
Less treasury stock (cost) ( 1,425) ( 1,425)
Retained earnings (deficit) 458,541 ( 152,738)
---------- ----------
Total 652,541 ( 58,738)
---------- ----------

TOTAL $1,916,781 $1,453,250
========== ==========

See accompanying notes to consolidated financial statements

F-3

CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

1995 1994
---------- ----------

SALES $2,011,110 $ 188,351

COST OF SALES 468,353 51,739
---------- ----------

GROSS PROFIT 1,542,757 136,612

SALES, ADMINISTRATIVE AND GENERAL EXPENSES 237,016 199,411
---------- ----------

INCOME (LOSS) FROM OPERATIONS 1,305,741 ( 62,799)

OTHER INCOME (EXPENSES)
Interest expense ( 75,272) ( 54,361)
Investment activity loss ( 93,142) -
Gain (loss) foreign translation ( 6,203) 214
---------- ----------
Total ( 174,617) ( 54,147)
---------- ----------

INCOME (LOSS) FROM OPERATIONS BEFORE TAXES 1,131,124 ( 116,946)

INCOME TAX (EXPENSE) BENEFIT ( 440,309) 34,334
---------- ----------

NET INCOME (LOSS) $ 690,815 $( 82,612)
========== ==========

NET EARNINGS (LOSS) PER SHARE $ .36 $( .07)
========== ==========

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 1,899,000 1,134,000
========== ==========

See accompanying notes to consolidated financial statements

F-4

CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

ADDITIONAL
COMMON PAID IN TREASURY RETAINED
SHARES STOCK CAPITAL STOCK EARNINGS TOTAL
------ ----- ------- ----- -------- -----

Balance 1/1/94
as previously
reported 56,700,000 $ 710 $ 92,180 $ (1,425) $ (77,294) $ 14,171

Sales 0 2,500 0 0 2,500

Business
consolidation
as if (55,566,000) 39 0 0 0 39

Net Loss, as if
consolidated 0 0 0 (82,612) (82,612)

Less minority
interest 4 0 0 (7,168) (7,164)
----------- ----------- ----------- ----------- ----------- -----------
Balance,
12/31/94 1,134,000 745 94,680 (1,425) (152,738) (58,738)

Sales 200 99,800 0 0 100,000

50:1 reverse
stock split 8,500,000

Net income 0 0 0 690,815 690,815

Less minority
interest 0 0 0 (79,536) (79,536)
----------- ----------- ----------- ----------- ----------- -----------
Balance
12/31/95 9,634,000 $ 945 $ 194,480 $ (1,425) $ 458,541 $ 652,541
=========== =========== =========== =========== =========== ===========

<FN>
See accompanying notes to consolidated financial statements.
</FN>

F-5

CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

1995 1994
---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 690,815 $( 82,612)
Adjustments to reconcile net income
to net cash provided by operating
activities:
depreciation and amortization 48,802 4,458
Changes in operating assets and
liabilities:
(Increase) Decrease In:
Accounts receivable - trade 929,570 (1,085,353)
Accounts receivable - other ( 899,680) ( 302,825)
(Decrease) Increase In:
Accounts payable - trade 1,524 37,275
Accounts payable - other 414,498 50,919
Deposits (1,234,516) 1,234,516
---------- ----------

Net cash (used) by
operating activities ( 48,987) ( 143,622)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment ( 51,685) ( 60,042)
Purchase of patent ( 500,000) -
---------- ----------

Net cash used in investing
activities ( 551,685) ( 60,042)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable 487,790 186,912
Severance pay 3,420 9,566
Proceeds from issuance of stock 100,000 2,500
---------- ----------

Net cash provided by financing
activities 591,210 198,978
---------- ----------

DECREASE IN CASH ( 9,462) ( 4,686)

CASH
Beginning of year 9,488 14,174
---------- ----------

End of year $ 26 $ 9,488
========== ==========

See accompanying notes to consolidated financial statements.

F-6

CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. General

The Company designs and develops interactive kiosks and performs
network integration.

2. Summary of Significant Accounting Policies:

This summary of significant accounting policies of CASDIM INTERNATIONAL
SYSTEMS, INC., (the Company) and its subsidiaries, CASDIM INTERACTIVE
SYSTEMS USA, INC. and CASDIM INTERACTIVE SYSTEMS, LTD., (ISRAEL), is
presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of
the Company's management, which is responsible for their integrity and
objectivity.

a. Accounting principles - The Company's financial statements
are prepared in accordance with generally accepted accounting
principles ("GAAP") in Israel and in the United States. As
applicable to these financial statements, such accounting
principles are in all material respects substantially
identical.

b. Name change - Effective December 11, 1995, S.W. Financial
Corp.'s name was changed to CASDIM INTERNATIONAL SYSTEMS,
INC.

c. Principles of consolidation - In 1995, CASDIM INTERNATIONAL
SYSTEMS, INC. issued 8,500,000 shares of stock after a 50:1
reverse stock split to acquire 100% of CASDIM INTERACTIVE
SYSTEMS USA, INC., which owns 90% of CASDIM INTERACTIVE
SYSTEMS, LTD., (ISRAEL). The business combination has been
accounted for using the pooling method of accounting. The
consolidated financial statements include the accounts of the
Company and its subsidiaries.

d. Rates of exchange - Assets and liabilities, in or linked to,
foreign currency are included on the basis of the
representative exchange rate prevailing at the balance sheet
date. Representative exchange rates between the NIS and the
U.S. dollar at December 31, 1995 and 1994 were NIS 3.135=US
$1.00, NIS 3.018=US $1.00 respectively.

F-7

CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

e. Foreign operations - CASDIM INTERACTIVE SYSTEMS, LTD.,
(ISRAEL) maintains its accounts in nominal New Israeli
Shekels ("NIS"). Certain of the dollar amounts in the
financial statements may represent the dollar equivalent of
other currencies, including the New Israeli Shekel ("NIS"),
which may not be exchangeable for dollars.

Transactions and balances denominated in dollars are
presented at their dollar amounts. Non-dollar transactions
and balances are remeasured into dollars in accordance with
the principles set forth in the Statement of Financial
Accounting Standards ("FAS") No. 52, "Foreign Currency
Translation," of the Financial Accounting Standards Board of
the United States.

Accordingly, items have been remeasured as follows:

Monetary items-at the current exchange rate at each
balance sheet date;

Nonmonetary items-at historical exchange rates;

Income and expense items-at exchange rates current
as of the date of recognition of those items
(excluding depreciation and other items deriving
from nonmonetary items);

Exchange gains and losses from aforementioned
remeasurement (which are immaterial for each year)
are reflected in the statements of income.

Linkage Basis - Balances which are linked to the Israeli
Consumer Price Index (the "CPI") are presented on the basis
of the index at the balance sheet date, which index is
published subsequently. Balances denominated in, or linked
to, currencies other than the dollar are presented according
to the exchange rates prevailing at the balance sheet date.

The Israeli CPI increase by 8.1% for the year ending December
31, 1995 and 14.45% in the year ending December 31, 1994.

The effects of the inflationary erosion of monetary items and
interest is included in financial income or expenses, as
appropriate.

F-8

CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

f. Fixed Assets - Fixed assets are stated at cost. Depreciation
has been calculated by the straight-line method over the
estimated useful lives of the assets.

Years
-----
Leasehold improvements 10

Motor vehicles 7

Office furniture and
equipment (mainly computers
and peripheral equipment) 5-20

Leasehold improvements are depreciated using the
straight-line method over the period of each lease, not to
exceed the estimated useful life of the improvements.

g. Cash and Cash Equivalents - For purposes of the statement of
cash flows, the Company considers cash and cash equivalents
to consist of all cash, either on hand or in banks including
time deposits, and any highly liquid debt instruments
purchased with a maturity of three months or less.

h. Bad Debts - Uncollectible accounts receivables are charged
directly against earnings when they are determined to be
uncollectible. Use of this method does not result in a
material difference from the valuation method required by
generally accepted accounting principles.

i. Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.

j. Comparative Statements - The comparative statements for 1995
and 1994 have been restated as if the individual companies
had been combined during the entire periods.

k. Recognition of Income - Income deriving from long term
contracts are recognized upon percentage completion basis. At
December 31, 1995 the Company completed 78% of its $2,074,029
(NIS 6,502,080) contract with Kupat Holim Leumit. Estimated
costs amount to $743,762 (NIS 2,331,695).

F-9

CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

l. Deferred income taxes - Deferred income taxes are provided
for temporary differences between the assets and liabilities,
as measured in the financial statements, and for tax purposes
at the tax rate expected to be in force when these
differences reverse, in accordance with Statement No. 109 of
the Financial Accounting Standards Board ("FASB") (Accounting
for Income Taxes). Deferred income taxes are not material to
the financial statements.

m. Net Income per Share - Net income per share is computed on
the weighted shares adjusted for the issuance of shares and
consolidation.

3. Other Receivables and Prepaid Expenses
1995 1994
---------- ----------
Employees $ - $ 3,314
Deferred taxes - 34,334
Prepaid expenses 52,103 26,205
Related parties 1,150,402 194,578
Income tax withheld - 44,394
---------- ----------
$1,202,505 $ 302,825
========== ==========
4. Fixed Assets

Cost 1995 1994
---------- ----------
Leasehold improvement $ 2,428 $ 2,181
Furniture & equipment 89,325 56,433
Motor vehicles 19,974 1,428
---------- ----------
111,727 60,042
Accumulated depreciation
Leasehold improvement 384 127
Furniture & equipment 17,441 4,241
Motor vehicles 3,094 90
---------- ----------
20,919 4,458
---------- ----------

$ 90,808 $ 55,584
========== ==========

5. Patent
On January 1995, the Company acquired a pending patent No. 108935
from CASDIM SOFTWARE SYSTEMS, LTD. for the sum of $500,000 (US
dollars). The patent is being depreciated using the straight-line
method over the period of ten years.

F-10

CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. Other Payable and Accrued Liabilities
1995 1994
---------- ----------
Provision for taxes, net $ 364,520 $ -
Payroll and related amounts 17,191 8,913
Accrued expenses 8,953 16,278
Government authorities 74,753 25,728
---------- ----------

$ 465,417 $ 50,919
========== ==========

7. Current Maturities of Debt
1995 1994
---------- ----------
Note payable bank, due March 31,
1996, plus accrued interest at 17.5%
collateralized by fixed assets,
securities, notes and negotiable
documents $ 180,806 $ -

Bank overdraft, due December 31,
1996, plus accrued interest at 20.5% 493,896 186,912
---------- ----------

TOTAL $ 674,702 $ 186,912
========== ==========

8. Accrued Severance Pay

The liability of the Company for severance pay is calculated on the
basis of the latest salary paid to its employees and the length of time
they have worked for the Company. Pursuant to Israeli law, the
liability is covered by a provision in the Company's balance sheet and
amounts deposited with the severance pay funds and insurance policies.
The insurance policies are owned by the Company and have been entered
by the Company on behalf of individual employees. The amounts
accumulated with the insurance company are not under the Company's
control or management and are therefore not reflected in the Company's
balance sheet. The amounts deposited with the severance pay funds are
available for withdrawal in accordance with provisions of the Severance
Pay Law, 1963. The Company has no other liability for pension expenses.

9. Minority Interest

Minority interest is calculated at 10% of the net shareholders'
equity in CASDIM INTERACTIVE SYSTEMS, LTD., ISRAEL.

F-11

CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10. Taxes on Income

CASDIM INTERACTIVE SYSTEMS, LTD., ISRAEL, is subject to the income tax
law (inflationary adjustments) pursuant to which its results of
operations for tax purposes are measured in real terms in accordance in
the Israeli CPI. Under the Income Tax Law (Adjustments for Inflation)
1985, income for tax purposes is measured in terms of earnings in NIS
and adjusted for changes in the CPI. The theoretical tax expense,
assuming all income was taxed at the regular rate applicable to an
Israeli corporation and the actual tax expense is virtually identical.
Any differences are immaterial to the financial statements taken as a
whole.

11. Related Party Transactions

On October, 1995, the Company transferred $1,000,000 or (NIS 3,000,000)
to CASDIM SOFTWARE SYSTEMS, LTD., of which US $700,000 served as
advance payment on account of the purchase and adaptation of related
software products for the "MEDICAL MULTIMEDIA KIOSK" which is expected
to be sold in 1996 to Kupat Holim Leumit, the largest H.M.O. in Israel
and US $300,000 was a short-term loan. The principal amount of the loan
is linked to the Israeli CPI. The Company also acquired a patent from
the related party. See details at Note 5.

12. Commitments and Contingent Liabilities

Lease commitment: The Company's premises are leased under a rental
agreement which expires on December 31, 1997. The annual rental under
the lease is Adjusted NIS 225,720 (US $72,000). The rent is linked to
the US dollar.

13. Unlinked Monetary Balances

Currents assets: 1995 1994
---------- ----------
Cash $ 2 $ 1,376
Trade receivables 12,618 157,376
Other receivables 97,403 43,907
---------- ----------
$ 110,023 $ 202,659
========== ==========
Current liabilities
Trade payables 3,140 5,400
Other payables 37,699 7,383
Deposits - 179,005
Short-term bank debts 54,651 27,102
---------- ----------
$ 95,490 $ 198,890
========== ==========

The above amounts reflect the exposure of the Company to the effects of
inflation at each balance sheet date.

F-12

CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS

June 30, December 31,
1996 1995
---- ----
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash............................... $2,721,553 $ 26
Accounts receivable
Trade..................... 371,094 155,783
Other..................... 1,102,776 1,202,505
---------- ---------
4,195,423 1,358,314
PROPERTY AND EQUIPMENT
Property and equipment............. 153,897 111,727
Less accumulated depreciation...... (25,291) (20,919)
---------- -----------
128,606 90,808
OTHER ASSETS
Deposits........................... 10,200 --
Start-up costs - Net............... 24,292 --
Patent, net - Note 3............... 425,000 467,659
---------- ----------
459,492 467,659
---------- ----------
Total............ $4,783,521 $1,916,781
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable
Trade....................... $ 73,622 $ 38,763
Other....................... 479,299 465,417
Current maturities of debt........... 954,895 674,702
---------- ----------
1,607,816 1,178,882

LONG-TERM DEBT
Accrued severance pay - Note 4....... 35,947 12,986
Minority interest in consolidated
subsidiary......................... -- 72,372
---------- ----------
Total.............. 35,947 1,264,240

STOCKHOLDER'S EQUITY - Notes 5 & 6
Common stock, $.00001 par value,
500,000,000 shares authorized
3,634,000 shares issued and
outstanding 285,000 shares held as
treasury stock..................... 985 945
Additional paid in capital........... 3,046,582 194,480
Less treasury stock (cost)........... (1,425) (1,425)
Retained earnings.................... 93,616 458,541
---------- ----------
Total shareholders' equity.. 3,139,758 652,541
---------- ----------
Total liabilities and
shareholders' equity...... $4,783,521 $1,916,781
========== ==========

See accompanying notes to consolidated financial statements.

F-13

CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

Six Months Six Months
Ended June 30, Ended June 30,
1996 1995
------ -----
Sales................................. $ 262,034 $ 348,704
Cost of sales......................... 56,028 166,665
---------- ---------
Gross profit.......................... 206,006 182,039
Selling, general and adminis-
trative expenses................... 591,443 216,809
---------- ---------
Income (loss) from operations (385,437) (34,770)

Other income (expense)
Interest income.................. 9,211 --
Interest expense................. (34,807) (40,504)
Gain (loss) from foreign
currency translation.......... (32,252) (11,858)
---------- ---------
Total................ (57,848) (52,362)
---------- ---------

Income (loss) from operations
before taxes...................... (443,285) (87,132)
Income tax (expense) benefit.......... -- 26,011
---------- ---------
Net income (loss)..................... $(443,285) $ (61,121)
========== ==========
Net income (loss) per share of
common stock...................... $ (.04) $ (.05)
========== ==========
Net income (loss) per share of
common stock on a fully diluted
basis................................. $ (.04) $ (.05)
========== ==========
Total average number of
shares outstanding................ 12,384,969 1,134,000
============ ===========

See accompanying notes to consolidated financial statements.

F-14

CASDIM INTERNATIONAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995

1996 1995
---- ----
(Unaudited) (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)....................................... $(443,285) $(61,121)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization................. 50,239 31,543
Stock option compensation..................... 164,063 --
Changes in operating assets and liabilities:
(Increase) decrease in: (209,323) 469,498
Accounts receivable - trade.................
Accounts receivable - other................. 99,729 (782,118)
(Decrease) Increase in:
Accounts payable - trade.................... 134,859 111,902
Accounts payable - other.................... 13,882 (15,995)
Deposits...................................... -- 283,592
------- --------
Net cash provided (used by)
operating activities........................ (189,836) 7,301
------- --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for start-up costs.................... (27,500) --
Purchase of property and equipment............ (42,170) (35,845)
Purchase of patent............................ -- (500,000)
Payment of security deposit................... (10,200) --
------ -------
Net cash used in investing activities....... (79,870) (535,845)
------- -------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable.................. 280,193 487,993
Severance pay................................ 22,961 1,826
Proceeds from issuance of stock.............. 2,688,079 --
---------- --------
Net cash provided by financing
activities........................... 2,991,233 489,819
---------- --------

NET INCREASE (DECREASE) IN CASH................... 2,721,527 (8,725)

CASH
Beginning of period........................... 26 9,488
---------- ---------
End of period................................ $2,721,553 $ 763
========== =========

See accompanying notes to consolidated financial statements.

F-15

CASDIM INTERNATIONAL SYSTEMS, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying financial information is unaudited, but, in the
opinion of management, reflects all adjustments (which include only
normally recurring adjustments) necessary to present fairly the
Company's financial position, operating results and cash flows for the
periods presented. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission. The financial information should be read in conjunction
with the audited financial statements and notes thereto for the year
ended December 31, 1995 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission. The results
of operations for the six-month period ended June 30, 1996 are not
necessarily indicative of the results to be expected for the full year.

2. Summary of Significant Accounting Policies:

This summary of significant accounting policies of CASDIM INTERNATIONAL
SYSTEMS, INC., (the Company) and its subsidiaries, CASDIM INTERACTIVE
SYSTEMS USA, INC. and CASDIM INTERACTIVE SYSTEMS, LTD., (ISRAEL)
("CISL"), is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management, which is responsible for
their integrity and objectivity.

a. Principles of consolidation - In 1995, CASDIM
INTERNATIONAL SYSTEMS, INC. issued 8,500,000 shares
of stock after a 50:1 reverse stock split to acquire
100% of the voting and equity shares of CASDIM
INTERACTIVE SYSTEMS USA, INC., which owns 100% of
the voting and equity shares of CISL. The business
combination has been accounted for using the pooling
method of accounting. The consolidated financial
statements include the accounts of the Company and
its subsidiaries.

b. Foreign operations - CISL maintains its accounts in
nominal New Israeli Shekels ("NIS"). Certain of the
dollar amounts in the financial statements may
represent the dollar equivalent of other currencies,
including the New Israeli Shekel ("NIS"), which may
not be exchangeable for dollars.

F-16

Transactions and balances denominated in dollars are
presented at their dollar amounts. Non-dollar
transactions and balances are remeasured into
dollars in accordance with the principles set forth
in the Statement of Financial Accounting Standards
("FAS") No. 52, "Foreign Currency Translation," of
the Financial Accounting Standards Board of the
United States.

Accordingly, certain items relating to the Company's
Israel subsidiary have been remeasured as follows:

Monetary items-at the current exchange rate
at each balance sheet date;

Nonmonetary items-at historical exchange
rates;

Income and expense items-at exchange rates
current as of the date of recognition of
those items (excluding depreciation and
other items deriving from nonmonetary
items);

Exchange gains and losses from
aforementioned remeasurement (which are
immaterial for each year) are reflected in
the statements of income.

Linkage Basis - Balances which are linked to
the Israeli Consumer Price Index (the
"CPI"), are presented on the basis of the
index at the balance sheet date, which index
is published subsequently. Balances
denominated in, or linked to, currencies
other than the dollar are presented
according to the exchange rates prevailing
at the balance sheet date.

The effects of the inflationary erosion of monetary
items and interest is included in financial income
or expenses as appropriate.

c. Fixed Assets - Fixed assets are stated at cost. Depreciation
has been calculated by the straight-line method over the
estimated useful lives of the assets.

F-17

Years
-----
Leasehold improvements 10

Motor vehicles 7

Office furniture and
equipment (mainly computers
and peripheral equipment) 5-20

Leasehold improvements are depreciated using the
straight-line method over the period of each lease, not to
exceed the estimated useful life of the improvements.

d. Cash and Cash Equivalents - For purposes of the statement of
cash flows, the Company considers cash and cash equivalents
to consist of all cash, either on hand or in banks including
time deposits, and any highly liquid debt instruments
purchased with a maturity of three months or less.

e. Bad Debts - Uncollectible accounts receivables are charged
directly against earnings when they are determined to be
uncollectible. Use of this method does not result in a
material difference from the valuation method required by
generally accepted accounting principles.

f. Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.

3. Patent

In January 1995, the Company acquired a pending patent No. 108935 from
CISL for the sum of $500,000 (US dollars). The patent is being
depreciated using the straight-line method over the period of ten
years.

4. Accrued Severance Pay

The liability of the Company for severance pay for the employees of its
Israeli subsidiary is calculated on the basis of the latest salary paid
to its employees and the length of time they have worked for the
Company. Pursuant to Israeli law, the liability is covered

F-18

by a provision in the Company's balance sheet and amounts deposited with the
severance pay funds and insurance policies. The insurance policies are owned by
CISL and have been entered into by CISL on behalf of its individual employees.
The amounts accumulated with the insurance company are not under CISL's control
or management and are therefore not reflected in the Company's balance sheet.

5. Capital Stock

On May 3, 1996 the Company completed a private placement of its
securities in which 4,000,000 shares of common stock were issued for
$3,000,000, before expenses of $311,897.

6. Stock Warrants and Stock Options

Stock Compensation Plans

The Company has two stock option plans. Under its 1996 Employee Stock
Option Plan (the "Employee Plan") the Company may grant options for up
to 400,000 shares of its common stock to its employees. Under the 1996
Directors Stock Option Plan (the "Directors Plan"), the Company may
grant options for up to 100,000 shares of common stock to its
directors. The Employee Plan and the Directors Plan have been approved
by the directors of the Company and will be presented to the Company's
shareholders at the next annual meeting for their ratification. No
options have been granted under such plans.

Under the Employee Plan, the exercise price of incentive stock options
("ISOs") may not be less than 100% (or 110%, if at the time of grant
the optionee owns more than 10% of the voting stock of the Company) of
the fair market value of the shares of common stock at the date of
grant. The purchase price of each share subject to an option, or any
portion thereof, which is not designated as an ISO may not be less than
75% of the fair market of such shares on the date of grant. The term of
each option under the Employee Plan may be for a period of up to ten
years (five years if the recipient is a 10% or more shareholder). Under
the Directors Plan, the exercise price of each option may not be less
than 100% of the fair market value of the shares of common stock on the
date of grant. Options granted under the Directors Plan may have a term
of up to ten years.

Under a public relations retainer agreement (the "Agreement") with
Sunrise Financial Group, Inc. ("Sunrise"), the Company agreed to issue
Sunrise options to purchase up to 700,000 shares of its common stock as
consideration for its public relations services. Of such

F-19

options, 460,000 options vested as of April 24, 1996 and options to purchase
10,000 shares of common stock vest monthly for a 24-month period, subject to the
continued provision of services by Sunrise. Options to purchase 480,000 shares
of common stock had vested as of June 30, 1996. Under the Agreement, the
purchase price of each share subject to an option is $1.00. The term of these
options will expire in April 2001. The Company has accounted for the fair value
of the grant of options to Sunrise in accordance with FASB Statement 123. The
compensation cost that has been charged against income for the options granted
to Sunrise was $164,063.

Stock Warrants

The Company issued stock warrants exercisable into 1,150,000 shares of
common stock in connection with its May 1996 private placement.
The warrants, which are exercisable at $1.00 per share, have been
included in the computation of fully diluted earnings per share.

F-20

============================================= =================================
No dealer, salesperson or other person
has been authorized to give any information
or to make any representation not contained
in this Prospectus in connection with the 5,150,000 Shares
offer made hereby. If given or made, such
information or representation must not be
relied upon as having been authorized by the Common Stock
Company or the Underwriters. This Prospectus
does not constitute an offer to sell or
solicitation of an offer to purchase by any
person in any jurisdiction in which such an
offer would be unlawful. Neither the delivery
of this Prospectus nor any sale made
hereunder shall under any circumstances
create any implication that the information
contained herein is correct as of any time
subsequent to the date hereof.

-------------------------------

TABLE OF CONTENTS
Page CASDIM INTERNATIONAL
Prospectus Summary.........................3 SYSTEMS, INC.
Risk Factors...............................6
Use of Proceeds...........................13
Price Range of Ordinary Shares............13
Dividend Policy...........................14 _______________
Capitalization............................14
Selected Financial Data...................20 PROSPECTUS
Management's Discussion and Analysis
of Financial Condition and Results _______________
of Operations...........................16
Business..................................20
Conditions in Israel......................26
Management................................29
Certain Transactions......................30
Principal Shareholders....................32
Shares Eligible for Future Sale...........34
Description of Capital Stock..............34
Plan of Distribution......................36
Legal Matters.............................36 August , 1996
Experts...................................36
Available Information.....................37
Financial Statements.....................F-1

============================================= =================================

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

The Registrant's Certificate of Incorporation provides as follows:

The Corporation shall indemnify any of its Officers and Directors, past,
present and future, who were or are a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, against any and all expenses, including but not limited to
attorneys fees, judgments, fines and amounts paid in settlement which may be
incurred, rendered or levied in any action brought against any or all of them
for or on account of any act or omission alleged to have been committed while
acting within the scope of their duties as Officers or Directors of the
Corporation. Any and all expenses incurred by the Officers and Directors of the
Corporation in defending a civil or criminal action, suit or proceeding must be
paid by the Corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an undertaking by
or on behalf of the Director or Officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that they are not entitled to be
indemnified by the Corporation.

To the extent permitted by law, the indemnification and advancement of
expenses authorized by this Article do not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the Articles of Incorporation or any by-law, agreement, vote of stockholders or
disinterested Directors or otherwise for either an action in their official
capacity or an action in another capacity while holding their office.

Item 25. Other Expenses of Issuance and Distribution.

The expenses of the offering are as follows:

Securities and Exchange Commission Registration Fee.......... $ 4,620.69
Fees of Transfer Agent and Registrar......................... 2,500.00
Accounting Fees and Disbursements............................ 15,000.00
Legal Fees and Disbursements................................. 30,000.00
Blue Sky Fees and Expenses................................... 2,500.00
Printing and Engraving....................................... 2,500.00
Miscellaneous................................................ 2,879.31
---------

Total..................................................... $60,000.00
==========

- -----------------

* estimated

II-1

Item 26. Recent Sales of Unregistered Securities.

The Company has sold and issued the following securities during the
past three years.

1. On December 11, 1995 the Registrant issued 4,250,000 shares of
Common Stock to each of Yehuda Shimshon and Cedarwood Trading & Investment Ltd.,
after giving effect to a 50:1 reverse stock split, in exchange for the
outstanding shares of Casdim USA pursuant to the exemption from registration
provided under Section 4(2).

2. On May 6, 1996 the Registrant completed a private placement of
securities in the United States and abroad pursuant to the exemption from
registration provided under Section 4(2) and Regulation 505 under the Securities
Act. The following table sets forth a list of the purchasers:

Name and address
of Purchaser Number of Shares Purchase Price
------------ ---------------- --------------

Derek Caldwell 50,000 $37,500.00
Frank K. Brosens 400,000 $300,000.00
European Venture Corp. 533,333 $399,999.75
Kempton Investments Ltd. 533,333 $399,999.75
Karle Ltd. 533,333 $399,999.75
Lotmar Ltd. 533,333 $399,999.75
Nathan Low 413,334 $310,000.50
M.H. Meyerson & Co. 200,000 $150,000.00
Pharos Fund Limited 266,666 $199,999.50
RBC Inc. 66,668 $50,001.00
Tinicum Investors 400,000 $300,000.00
Andrew Hart 40,000 $30,000.00
Alan Swerdloff 13,334 $10,000.50
Dwight Miller 16,666 $12,499.50

II-2

Item 27. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit
Number
*2 Agreement for the Exchange of Stock and Reorganization.
*3.1 Articles of Incorporation as amended on December 6, 1995.
***3.2 Amendment to Articles of Incorporation dated May 1, 1996.
**3.3 By-laws.
***4.1 Form of Warrant Agreement.
***4.2 Stock Option Agreement with Sunrise Financial Group Inc.
****5.1 Opinion of Brenman Key & Bromberg, P.C. regarding legality of
the securities being registered.
*10.1 Software Adaptation Services Agreement dated January 10, 1995
between the Company and CSS Ltd.
*10.2 Short-term Loan Agreement dated February 10, 1995 between the
Company and CSS Ltd.
*10.3 Patent Assignment Agreement dated January 10, 1995 between the
Company and CSS Ltd.
*10.4 Agreement dated August 15, 1994 with Israel Kupat Holim Leumit
***10.5 Private Placement Purchase Agreement.
***10.6 Public Relations Retainer Agreement dated April 26, 1996 with
Sunrise Financial Group Inc.
***10.7 Consulting Agreement dated April 24,1996 with Pelican
Securities & Investments Ltd., Softbreeze Ltd., Montaraz
Limited, Onvoy Holdings Ltd. And Wideglobe Ltd.
21.1 Subsidiaries of the Company.
23.1 Consent of Hocker, Lovelett, Hargens & Yennie, P.C.
****23.2 Consent of Brenman Key & Bromberg, P.C. (included in
Exhibit 5.1)
24.1 Powers of Attorney (Contained in the Signature Pages)
- ------------------
* Incorporated by reference to the Company's Report on Form 10-KSB for
the year ended December 31, 1995.

** Incorporated by reference to the Company's Report on Form 10-K for the
year ended December 31, 1994.

*** Incorporated by reference to the Company Report on Form 10-QSB for the
quarter ended March 31, 1996.

**** To be filed by amendment.

II-3

(b) Financial Statement Schedules

None.

Item 28. Undertakings.

The undersigned Registrant hereby undertakes as follows:

(1) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

(2) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-4

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York City, State of New York, on the 14th day of August,
1996.

Casdim International Systems, Inc.

By: /s/ Yehuda Shimshon
----------------------
Yehuda Shimshon,
Chairman of the Board, President & CEO

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below under the heading "Signature" constitutes and appoints Yehuda Shimshon,
his true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, including, without limitation, any registration statement for the
same offering that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
said attorney-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on August 14,
1996 in the capacities indicated:

Name Title
- ---- -----
/s/ Yehuda Shimshon Chairman of the Board, President and Chief
- ------------------------ Executive Officer (Chief Executive Financial
Yehuda Shimshon and Accounting Officer)

/s/ Ilan Mintz Director
- ------------------------
Ilan Mintz

/s/ Doron Leave Director
- ------------------------
Doron Leave

II-5

/s/ Israel Shimshon Director
- -------------------------
Israel Shimshon

/s/ David Tamir Director
- -------------------------
David Tamir

II-6

EXHIBIT INDEX

Exhibit No. Exhibit Page No.

*2 Agreement for the Exchange of Stock and Reorganization.
*3.1 Articles of Incorporation as amended on December 6, 1995.
***3.2 Amendment to Articles of Incorporation dated May 1, 1996.
**3.3 By-laws.
***4.1 Form of Warrant Agreement.
***4.2 Stock Option Agreement with Sunrise Financial Group Inc.
****5.1 Opinion of Brenman Key & Bromberg, P.C. regarding
legality of the securities being registered.
*10.1 Software Adaptation Services Agreement dated
January 10, 1995 between the Company and CSS Ltd.
*10.2 Short-term Loan Agreement dated February 10, 1995
between the Company and CSS Ltd.
*10.3 Patent Assignment Agreement dated January 10, 1995
between the Company and CSS Ltd.
*10.4 Agreement dated August 15, 1994 with Israel Kupat
Holim Leumit.
***10.5 Private Placement Purchase Agreement.
***10.6 Public Relations Retainer Agreement dated
April 26, 1996 with Sunrise Financial Group Inc.
***10.7 Consulting Agreement dated April 24,1996 with
Pelican Securities & Investments Ltd., Softbreeze Ltd.,
Montaraz Limited, Onvoy Holdings Ltd. and Wideglobe Ltd.
21.1 Subsidiaries of the Company. 69
23.1 Consent of Hocker, Lovelett, Hargens & Yennie, P.C. 71
****23.2 Consent of Brenman Key & Bromberg, P.C.
(included in Exhibit 5.1)
24.1 Powers of Attorney (Contained in the Signature Pages)
- ------------------
* Incorporated by reference to the Company's Report on Form 10-KSB for the
year ended December 31, 1995.

** Incorporated by reference to the Company's Report on Form 10-K for the
year ended December 31, 1994.

*** Incorporated by reference to the Company Report on Form 10-QSB for the
quarter ended March 31, 1996.

**** To be filed by amendment.

Exhibit 21.1

SUBSIDIARIES OF CASDIM INTERNATIONAL SYSTEMS, INC.

1. Casdim Interactive Systems USA, Inc. (Nevada)

2. Casdim Interactive Systems Ltd. (Israel)

Exhibit 23.1

HOCKER, LOVELETT, HARGENS & YENNIE, P.C.
Certified Public Accountants

CONSENT OF HOCKER, LOVELETT, HARGENS & YENNIE, P.C.

We consent to the use of our report dated April 8, 1996 in the
Registration Statement on Form SB-2 of Casdim International
Systems, Inc.

Yours truly,
/s/ Hocker, Lovelett, Hargens & Yennie, P.C.
Hocker, Lovelett, Hargens & Yennie, P.C.
Certified Public Accountants

Riverton , Wyoming
August 12, 1996