1997 CORP
POS AM, 1998-09-18
BLANK CHECKS
Previous: VECTOR ENERGY CORP /TEXAS/, S-8, 1998-09-18
Next: TRIAD PARK LLC, 15-12G, 1998-09-18



   
   As filed with the Securities and Exchange Commission on September 18, 1998
    
                                                      Registration No. 333-24671
- --------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                        POST-EFFECTIVE AMENDMENT NO. 3 TO
                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
    

                                   1997 CORP.
             (Exact name of Registrant as specified in its charter)

DELAWARE                             6770                          13-3936988
(State of Incorporation)       (Primary Standard                  (IRS Employer
                               Industrial Class -                 I.D. No.)
                               Identification Code No.)

                        315 West 106th Street, 4th Floor
                            New York, New York 10025
                                 (212) 678-6231


            (Address, including zip code, telephone number, including
                    area code of principal executive offices)

                               Judith S. Haselton
                                   1997 Corp.
                        315 West 106th Street, 4th Floor
                            New York, New York 10025
                                 (212) 678-6231


                (Name, address, including zip code and telephone,
                including area code, number of agent for service)

                                   COPIES TO:
<TABLE>

<S>                               <C>                         <C>
Joseph A. Smith                   Dale S. Bergman, P.A.       Scott Lodin
Epstein Becker & Green, P.C.      Michael Karsch              CyBear, Inc.
250 Park Avenue,                  Broad and Cassel            4001 SW 47 Ave.
New York, New York  10177         201 S. Biscayne Boulevard   Ft. Lauderdale, Florida 33314
(212) 351-4924                    Miami, Florida 33131        (954) 584-0300 
                                  (305) 373-9400
</TABLE>

Approximate Date of Commencement of Proposed Offering: As soon as possible after
the Registration Statement becomes effective.

<PAGE>

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 State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

   
                 SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 1998
    

                                   PROSPECTUS

                          30,000 SHARES OF COMMON STOCK

                                   1997 CORP.
                            (A DELAWARE CORPORATION)


   
         This prospectus relates to the acquisition by 1997 Corp., a Delaware
corporation ("1997 Corp.") of CyBear, Inc. ("CyBear" or the "Company"), a
Florida corporation. This prospectus describes CyBear and its business and
includes audited financial statements of CyBear and 1997 Corp.
    

   
         CyBear is in the development stage and since its inception in 1997,
CyBear has been engaged primarily in product development activities. As
CyBear anticipates that its products will be introduced in 1999, those products
have not yet proven to be commercially viable. As a result, CyBear has no
relevant operating history upon which an evaluation of its performance and
prospects can be made.
    

   
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL
DILUTION AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF
THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS" ON PAGE 10. ANY PUBLIC INVESTOR
CONSIDERING APPROVING THE MERGER SHOULD BE AWARE OF THESE AND OTHER FACTORS AS
SET FORTH IN THIS PROSPECTUS. NO PUBLIC INVESTOR CONSIDERING APPROVING THE
MERGER SHOULD DO SO IF HE ANTICIPATES A NEED FOR IMMEDIATE RETURN ON HIS
INVESTMENT. THE MERGER SHOULD ONLY BE APPROVED BY INVESTORS WHO CAN AFFORD TO
ABSORB A TOTAL LOSS AND HAVE NO NEED FOR IMMEDIATE RETURN ON THEIR INVESTMENT.
    

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

1997 CORP. HAS REGISTERED THE SECURITIES, OR AN EXEMPTION FROM REGISTRATION HAS
BEEN OBTAINED (OR IS OTHERWISE AVAILABLE), ONLY IN THE STATES OF MARYLAND, NEW
YORK, RHODE ISLAND AND THE DISTRICT OF COLUMBIA (THE "PRIMARY DISTRIBUTION
STATES") AND INITIAL SALES MAY ONLY BE MADE IN SUCH JURISDICTIONS. MORE
SPECIFICALLY, 1997 CORP. HAS REGISTERED THE SECURITIES BY COORDINATION IN
MARYLAND AND RHODE ISLAND AND BY NOTIFICATION IN NEW YORK. EXEMPTIONS FROM
REGISTRATION HAVE BEEN OBTAINED (OR ARE OTHERWISE AVAILABLE) IN THE DISTRICT OF
COLUMBIA. PURCHASERS OF SECURITIES IN THIS OFFERING MUST BE RESIDENTS OF THE
PRIMARY DISTRIBUTION STATES.

UNTIL 90 DAYS AFTER THE RELEASE OF FUNDS AND SECURITIES PURSUANT TO RULE 419,
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

                                   1997 Corp.
                        315 West 106th Street, 4th Floor
                            New York, New York 10025

   
                         The Date of this Prospectus is
                               September __, 1998
    

                                        2

<PAGE>

                               PROSPECTUS SUMMARY

         THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" AND ELSEWHERE IN THIS
PROSPECTUS. THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION AND IS QUALIFIED
IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS
APPEARING ELSEWHERE IN THE PROSPECTUS AND PARTICULARLY IN THE SECTION ENTITLED
"RISK FACTORS."


                                   THE COMPANY


1997 CORP.

         1997 Corp. was organized under the laws of the State of Delaware on
March 17, 1997. 1997 Corp. was formed to serve as a vehicle to effect a merger,
exchange of capital stock or other business combination (a "Business
Combination") with an operating business (a "Target Business"). The business
objective of 1997 Corp. is to effect a Business Combination with a Target
Business which 1997 Corp. believes has significant growth potential. 1997 Corp.
is a development stage company with no operating history and has not engaged in
any business activities, other than to seek out and investigate other business
for a potential Businesses Combination.


         On June 16, 1997, 1997 Corp. commenced a "blank check" offering
pursuant to Rule 419 ("Rule 419") promulgated under the Securities Act of 1933,
as amended. The public offering (the "Offering") generated $150,000 in net
proceeds by the sale of 30,000 shares of 1997 Corp. $.001 par value common stock
(the "Common Stock") to 131 public investors in the Offering (the "Public
Investors"). Pursuant to Rule 419, the net proceeds from the Offering of
$150,000 (the offering expenses were paid from the funds provided by the
purchase of the 15,000 restricted shares of Common Stock) (the "Deposited
Funds"), the 30,000 Shares purchased by the Public Investors (collectively the
"Deposited Shares") are being held in escrow (the "Rule 419 Escrow") until:

         1. 1997 Corp. has executed an agreement for the acquisition of a Target
Business for which the fair value of the Target Business, as determined by 1997
Corp. based upon standards generally accepted by the financial community
including revenues, earnings, cash flow and book value ("Fair Market Value"),
represents at least 80% of the maximum Offering Proceeds ($120,000) and has
filed post-effective amendment to its registration statement on Form SB-2
required by Rule 419 (the "Post-Effective Amendment") making a reconfirmation
offer to the Public Investors;

         2. The Post-Effective Amendment has been declared effective and at
least 80% of the non-affiliated Public Investors have reconfirmed their
investment; and

         3. The acquisition of a Target Business with a Fair Market Value of at
least 80% of the maximum offering proceeds ($120,000) has been approved by 51%
of the shares of Common Stock purchased in the Offering and has been
consummated.

                                       3

<PAGE>

         In furtherance of satisfying the conditions to release the Deposited
Funds and the Deposited Shares from the Rule 419 Escrow, 1997 Corp. has entered
into a Merger Agreement (as defined herein) with CyBear, Inc., a Florida
corporation, and has filed a Post-Effective Amendment, of which this Prospectus
is a part, with the Securities and Exchange Commission (the "SEC") which became
effective as of the date of this Prospectus.

         The purpose of this Prospectus is to provide the Public Investors with
information regarding the Merger Agreement so they may decide if they wish to
reconfirm their investments in shares of 1997 Corp.

         1997 Corp.'s principal executive offices are located at the offices of
its President, Judith S. Haselton, 315 West 106th Street, 4th Floor, New York,
New York 10025. Its telephone number is (212) 678-6231.


CYBEAR

         CyBear, Inc. was organized under the laws of the State of Florida by
Anda Generics, Inc. ("Anda"), a wholly owned subsidiary of Andrx Corporation, a
Florida corporation (including Anda and its other affiliates, "Andrx"), as a
healthcare communications technology company to develop technology and products
to address the growing communication and information problems within the
Healthcare Community (as defined below).

         The Company believes that most sectors of the healthcare industry have
generally failed to adequately invest the resources to upgrade their information
systems to support the requirements of the explosive growth of managed care.
Many parts of the healthcare industry are still reliant on the communication
structure necessary to support the information requirements of the vanishing
fee-for-service model. That system was functional for billing and reimbursement
but has little application for the requirements of managed care.

   
         Physician Practice Management companies ("PPMs"), Managed Service
Organizations ("MSOs"), Managed Care Organizations ("MCOs"), physicians,
pharmacies, hospitals, auxiliary service providers and related others
(collectively, the "Healthcare Community" or the "Healthcare Delivery System"),
all of whom are attempting to both reduce the costs of healthcare and improve
the provision of healthcare, require greater and more timely information to
achieve these objectives. Currently, the many components of the Healthcare
Delivery System operate independently with limited ability to electronically
communicate the information they have obtained or produced to the other
components within the system. Instead, Providers are forced to communicate using
paper and telephone, which is inefficient, costly and error-prone. While each
component is generally computerized, limited progress has been made towards
connecting the computer systems of healthcare components together so that they
can electronically communicate with each other in a convenient, secure and
effective manner ("Universal Connectivity").

         Universal connectivity, as envisioned by CyBear, is more than an E-mail
system that allows one user to select files that it wants to attach and forward
to the other users of the system. Rather, it is a system that allows the
information in that selected file to be downloaded directly into that user's
computer systems in a usable format. Universal Connectivity allows PPMs, MCOs
and physician organizations (collectively, "Providers") to electronically
communicate with their contracted physician or provider networks and thereby
collect patient information at the point of care, track physician activities and
patterns, identify trends and issues that affect the critical components of
managed care -- such as quality, cost, outcomes, variability and patient
satisfaction -- intervene at the point of care in order to facilitate
prospective utilization review, and assist their member physicians with real
time clinical solutions.

                                       4

<PAGE>


         The CyBear system has been designed to satisfy managed care's demand
for a cost effective solution to the communication and information system
dilemma. CyBear is developing a software product to bridge the communication
chasm between and among Providers and insurance companies, governmental programs
and other third parties responsible for the payment of healthcare expenses
("Payors") within the managed care chain. The CyBear system is intended to
provide on-line real time communication among MCOs, physicians, pharmacies,
labs, hospitals and other healthcare providers, an objective within healthcare
for more than a decade. The attainment of that objective is anticipated to
provide operating efficiencies, overhead reductions, cost relief and improved
patient care for each of the interrelated Providers and Payors. The CyBear
system intends to capitalize on the development and emergence of Internet
technologies to merge disparate computer platforms. It employs the power of
Universal Connectivity to create a "virtual private network" to electronically
link all network routers efficiently and effectively.

         The CyBear system will enable healthcare providers to communicate with
one another through the Internet and secured intranets. This will be
accomplished by the marketing of a healthcare Internet Service Provider ("ISP"),
called CyBearNet. CyBearNet is designed to provide the platform for connectivity
and broadcast communications, while providing a one-stop location on the
Internet for the healthcare community to locate news and information essential
to today's healthcare environment. CyBearNet is also expected to provide a broad
base for the marketing of CyBear's software applications.
    

         CyBear(R) is a registered trademark of the Company.

SHAREHOLDER APPROVAL OF MERGER

         This Prospectus, filed as part of the Post-Effective Amendment required
by Rule 419, relates to an agreement for 1997 Corp. to acquire (the "Merger")
from the current stockholders of CyBear, all of the outstanding capital stock of
CyBear. The terms of the Merger are set forth in the Merger and Plan of
Reorganization Agreement dated as of July 15, 1998 among CyBear, Andrx and
CyBear Capital Corp., a wholly-owned subsidiary of 1997 Corp. ( "Mergerco") (the
"Merger Agreement").

         The Merger Agreement sets forth an agreement by 1997 Corp. to acquire
from the current stockholders of CyBear (the "Acquisition Offer") all of the
outstanding capital stock of CyBear by means of a statutory merger of Mergerco
into CyBear. Consummation of the Merger is conditioned upon, among other things,
the confirmation of the investment by holders of at least 80% of the shares
owned by the non-affiliated Public Investors of 1997 Corp. in the Common Stock
of 1997 Corp., and the approval of the Merger by 51% of the shares of Common
Stock purchased in the Offering. Upon consummation of the Merger, (i) CyBear
will become a wholly-owned subsidiary of 1997 Corp.; and (ii) each stockholder
of 1997 Corp. who rejects or fails to accept the Acquisition Offer will be paid
his or her pro rata share of the Deposited Funds in the Rule 419 Escrow for the
benefit of the Public Investors, or approximately $5.20 per share.

         The result of the Merger, assuming that all of the 1997 Corp.
stockholders accept the Acquisition Offer, is that the holders of CyBear's
Common Stock immediately prior to the consummation of the Merger will own 98% of
1997 Corp.'s Common Stock following the consummation of the Merger and the
current 1997 Corp. stockholders will

                                       5

<PAGE>

own 2% of 1997 Corp.'s Common Stock. It is expected that the business of CyBear
will continue after the Merger and that, except as is hereafter reflected, the
directors and officers of CyBear will continue to be the directors and officers
of CyBear after the Merger.

         In the event approval of the Merger is not obtained from at least 80%
of the Public Investors, then the Deposited Shares in the Rule 419 Escrow will
not be released to the Public Investors.

         Pursuant to Rule 419, the value of CyBear or the assets of CyBear must
represent at least 80% of the maximum Offering proceeds or $120,000. The Board
of Directors of 1997 Corp. has determined that the fair value of CyBear exceeds
$120,000.


RECONFIRMATION OFFERING

         The Public Investors have the opportunity to confirm or disaffirm their
investment in 1997 Corp. pursuant to the following conditions as required by
Rule 419:

         1. Each Public Investor whose securities are held in the Rule 419
Escrow shall receive a copy of this Prospectus within five business days of the
effective date of this Prospectus;


         2. Each Public Investor will have no fewer than 20 business days from
the effective date of this Prospectus to notify 1997 Corp. in writing that the
Public Investor elects to remain an investor;


         3. If 1997 Corp. does not receive written notification from any
investor within 45 business days following the effective date of this
Prospectus, the pro-rata portion of the Deposited Funds (and any related
interest or dividends) held in the Rule 419 Escrow on such Public Investor's
behalf will be returned to the Public Investor within five business days by
first class mail or other equally prompt means;


         4. The Merger will be consummated only if a minimum number of Public
Investors representing 80% of the maximum Offering proceeds ($120,000) elect to
reconfirm their investments;


   
         5. If the Merger has not occurred by October 27, 1998, the Deposited
Funds held in the Rule 419 Escrow shall be returned to all of the Public
Investors on a pro-rata basis within five business days by first class mail or
other equally prompt means; and
    


         6. Public Investors who receive their pro-rata portion of the Deposited
Funds will also receive their pro-rata portion of their accrued dividends and
interest. Public Investors who elect to remain investors will not receive any
interest when their pro-rata portion of the Deposited Funds is released to 1997
Corp.

APPROVALS OF THE MERGER

         1997 CORP. The Merger Agreement was approved by the Board of Directors
of 1997 Corp. as of July 20, 1998. The 1997 Corp. Board of Directors believes
that the

                                       6

<PAGE>

shares of Common Stock to be acquired pursuant to the Merger Agreement represent
an investment opportunity for 1997 Corp.'s shareholders and recommend that the
Public Investors elect to accept the Merger Agreement.

CYBEAR 

         The Merger Agreement was approved by the Board of Directors and the
shareholders of CyBear common stock by written consent dated as of July 20,
1998.

ACCOUNTING TREATMENT

   
         The Merger is a reverse acquisition transaction and will be accounted
for by 1997 Corp. as a purchase in accordance with accounting principles
generally accepted in the United States.
    

DISSENTERS' RIGHTS

         1997 Corp. stockholders will not have any dissenters' rights with
respect to the Merger.

CERTAIN INCOME TAX CONSEQUENCES

         In management's opinion, the Merger is intended to qualify as a
"tax-free reorganization" for purposes of the United States federal income tax
so that stockholders of 1997 Corp. subject to United States tax will not
recognize gain or loss from the transaction. In addition, the transaction is not
intended to result in the recognition of gain or loss to either CyBear or 1997
Corp. in the respective jurisdictions where each of them is subject to taxation.
NEITHER AN OPINION OF COUNSEL NOR A RULING FROM THE INTERNAL REVENUE SERVICE HAS
BEEN OBTAINED IN REFERENCE TO THE FOREGOING. THE FOREGOING IS FOR GENERAL
INFORMATION ONLY AND 1997 CORP. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM.

   
         CAUTION TO PUBLIC INVESTORS

         These securities involve a high and substantial degree of risk. Any
Public Investor considering approving the Merger should be aware of these and
other factors as set forth in this Prospectus. No Public Investor considering
approving the Merger should do so if he anticipates a need for immediate return
on his investment. The Merger should only be approved by investors who can
afford to absorb a total loss and have no need for immediate return on their
investment.
    


SELECTED FINANCIAL DATA

         The following summary financial data is qualified by reference to the
financial statement to set forth elsewhere in this prospectus.

1997 CORP.

STATEMENT OF OPERATIONS DATA:
   
<TABLE>
<CAPTION>

                                FOR THE PERIOD FROM                         
                                  MARCH 17, 1997        FOR THE SIX MONTHS
                                  (INCEPTION) TO           ENDED JUNE 30,
                                 DECEMBER 31, 1997             1998         
                                 -----------------             ----         
                                                            (Unaudited)     
<S>                                <C>                    <C>               
Revenues                           $      1,362           $      1,326      
Net loss                           $    (58,031)          $    (10,070)    
Basic and diluted net loss per
   share                           $      (2.05)          $       (.22)     
Weighted average shares 
   outstanding                           28,333                 45,000      

</TABLE>

                                       7

<PAGE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA:
                                       JUNE 30, 1998             DECEMBER 31, 1997
                                       -------------             -----------------
                                        (Unaudited)

<S>                                    <C>                       <C>             
Working capital                        $     141,949             $        152,019
Total assets                           $     173,766             $        152,426
Total liabilities                      $      31,817             $            407
Redeemable shareholders' equity        $     141,949             $        152,019

</TABLE>
    

CYBEAR

STATEMENT OF OPERATIONS DATA:
   
<TABLE>
<CAPTION>
                                                                                                       FOR THE PERIOD FROM
                                CUMULATIVE FROM       FOR THE PERIOD FROM        FOR THE SIX                FEBRUARY 5, 
                                FEBRUARY 5, 1997        FEBRUARY 5, 1997         MONTHS ENDED          1997 (INCEPTION) TO
                                 (INCEPTION) TO          (INCEPTION) TO            JUNE 30,                   JUNE 30,
                                  JUNE 30, 1998        DECEMBER 31, 1997             1998                      1997
                                 --------------        -----------------         -------------         -------------------
                                  (Unaudited)                                     (Unaudited)              (Unaudited)
<S>                          <C>                    <C>                     <C>                     <C>                 
Revenues                     $           95,927     $             95,927    $                --     $             79,684
Net loss                     $       (2,969,275)    $         (1,558,569)   $        (1,140,706)    $           (539,285)
Basic and diluted net loss
  per share                  $            (0.23)    $              (0.12)   $             (0.11)    $              (0.04)
Basic and diluted weighted 
  average shares of common
  stock outstanding                  12,850,372               12,768,303             13,000,000               12,625,890
</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET DATA:
                                 JUNE 30, 1998       DECEMBER 31, 1997
                                --------------       -----------------
                                 (Unaudited)
<S>                          <C>                    <C>             
Working capital deficit      $    (2,880,003)       $    (1,378,412)
Total assets                 $       493,735        $       395,456
Total liabilities            $     2,910,946        $     1,410,119
Shareholders' deficit        $    (2,417,211)       $    (1,014,663)
</TABLE>
    

PROFORMA 1997 CORP.

STATEMENT OF OPERATIONS DATA:
   
<TABLE>
<CAPTION>
                                               FOR THE PERIOD FROM       
                                                 FEBRUARY 5, 1997          FOR THE SIX MONTHS ENDED
                                                  (INCEPTION) TO                   JUNE 30,
                                                DECEMBER 31, 1997                   1998 
                                                -----------------         --------------------------
                                                   (Unaudited)                   (Unaudited)
<S>                                           <C>                          <C>               
Revenues                                      $             95,927         $                -
Net loss                                      $         (1,616,600)        $        (1,420,776)
Basic and diluted net loss per share          $              (0.12)(a)     $             (0.11)(a)
Basic and diluted weighted average                      13,265,306 (a)              13,265,306 (a)
  shares of common stock outstanding
</TABLE>
    

                                       8

<PAGE>

BALANCE SHEET DATA:

   
<TABLE>
<CAPTION>
                                             JUNE 30, 1998
                                            --------------
                                             (Unaudited)
<S>                                       <C>               
Working capital deficit                   $        (170,156)
Total assets                              $         667,501
Total liabilities                         $         357,865(b)
Shareholders' equity                      $         309,636(c)
</TABLE>
    

(a)      Basic and diluted net loss per share and the basic and diluted weighted
         average shares of common stock outstanding of 1997 Corp. are determined
         based as if the stock split of 1997 Corp. and the issuance of
         13,000,000 common shares of 1997 Corp. had occurred at the beginning of
         all periods presented.

(b)      Total liabilities reflects CyBear's capital contribution from Andrx
         resulting from the conversion of the due to Andrx immediately prior to
         the consummation of the Merger Agreement and as accrued for the
         expenses incurred in connection with the transaction.

   
(c)      Shareholders' equity reflects CyBear's capital contribution from Andrx
         resulting from the conversion of the due to Andrx and the stock split
         of 1997 Corp.'s 45,000 common shares outstanding into 265,306 common
         shares immediately prior to the consummation of the Merger Agreement,
         the issuance of 13,000,000 common shares of 1997 Corp. to acquire all
         the outstanding capital stock of CyBear, the elimination of CyBear's
         common stock, the expenses incurred in connection with the transaction
         and the elimination of 1997 Corp.'s accumulated deficit upon
         consummation of the Merger Agreement.
    


                                       9
<PAGE>

                                  RISK FACTORS

         AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK
FACTORS BEFORE DECIDING TO APPROVE THE MERGER AGREEMENT DESCRIBED IN THIS
PROSPECTUS.


1997 CORP.

         NO OPERATING HISTORY; LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES

         1997 Corp., incorporated on March 17, 1997, is a development stage
company. Although certain of 1997 Corp.'s directors and its executive officers
have had extensive experience relating to the identification, evaluation and
acquisition of Target Businesses, 1997 Corp. has no operating history and,
accordingly, there is only a limited basis upon which to evaluate 1997 Corp.'s
prospects for achieving its intended business objectives. None of 1997 Corp.'s
officers, directors, promoters or other persons engaged in management-type
activities, has been previously involved with any blank check offerings. Prior
to the proposed Merger, 1997 Corp.'s efforts had been limited to organizational
activities and the Offering. 1997 Corp. has limited resources and has had no
revenues to date. In addition, 1997 Corp. will not achieve any revenues except
for interest income and dividends on the Deposited Funds (other than investment
income) until, at the earliest, the consummation of a Business Combination.
Moreover, there can be no assurance that any Target Business, at the time of
1997 Corp.'s consummation of a Business Combination, or at any time thereafter,
will derive any material revenues from its operations or operate on a profitable
basis.

CONFLICTS OF INTEREST

   
         Management may, but does not presently intend to, negotiate or
otherwise consent to the purchase of a portion of their shares in connection
with the Merger. Given that management paid between $1.00 and $2.00 for their
shares and the Public Investors paid $5.00 per share, there will be an inherent
conflict of interest, as management may have an interest in undertaking a
Business Combination which provides a good return on their investment, but does
not provide the same return to the Public Investors. Should an investor believe
that management has breached its fiduciary duty to 1997 Corp. and its
shareholders, pursuit of a claim for such breach of fiduciary duty by investors
is likely to be prohibitively expensive. While management does not intend to
take any fees or other compensation from 1997 Corp. (but only to obtain their
investment return through appreciation in the common stock), there is no
assurance that 1997 Corp. will not pay fees to firms or individuals with whom
management has relationships. However, the law firm of Epstein Becker & Green,
P.C. represents 1997 Corp. in connection with the Merger. Richard Campbell is
special counsel to Epstein Becker & Green, P.C. and has agreed with the firm
that he will receive no fees in connection with such representation. Management
has a substantial number of relationships in the business community and
considers it likely that they will draw on these relationships and pay
reasonable fees to parties involved in a concluded Business Combination. The
form or amount of these fees or other consideration cannot be determined at this
time.
    

                                       10

<PAGE>

   
In order to mitigate against the possibility that management may undertake
transactions with undue consideration of their own interests, 1997 Corp. has
established a requirement that 51% of the shares of Common Stock purchased
pursuant to the Offering must approve any Business Combination including the
Merger, including the terms of management's involvement and consideration, if
any. Management does not intend to accept a premium for their shares above the
amount paid to the public.

    

CONTROL OF THE COMPANY

   
         After consummation of the Merger, the current shareholders of 1997
Corp. will control the vote of approximately 2% of 1997 Corp.'s outstanding
Common Shares. The shareholders of CyBear will control 98% of 1997 Corp.'s
common stock. As a result, the former holders of CyBear will have the ability to
control the outcome of substantially all issues submitted to 1997 Corp.'s
shareholders. See "Principal Shareholders."
    


ARBITRARY DETERMINATION OF THE ACQUISITION RATIO IN THE ACQUISITION OFFER

         The ratio in the Merger by 1997 Corp. of CyBear for shares of 1997
Corp. Common Stock was determined by negotiation between 1997 Corp. and CyBear,
based on many factors, including non-quantifiable factors and does not
necessarily bear a direct relationship to 1997 Corp.'s or CyBear's asset value,
net worth or other established criteria of value and should not be considered
indicative of the actual value of 1997 Corp. or CyBear.

DILUTION

   
         Judith S. Haselton and Richard L. Campbell, directors and officers of
1997 Corp., acquired the 15,000 shares of restricted shares of Common Stock in
1997 Corp. at an average cost per share that was significantly less than that
which the Public Investors paid for their securities. Consequently, the Public
Investors will bear the majority of the risk of any loss that may be incurred in
1997 Corp.'s operations. A
    

                                       11

<PAGE>

confirmation of the investment in the Common Stock will result in an immediate
substantial dilution of the Public Investor's investment. The issuance of
additional shares of Common Stock upon 1997 Corp.'s completion of the proposed
Merger, may have a dilutive effect on earnings per share and will have a
dilutive effect on the voting rights of the holders of shares of the Common
Stock.

FUTURE SALES OF COMMON STOCK

   
         Except for the shares of Common Stock purchased by the Public Investors
in the Offering, shares of Common Stock held by the insiders of 1997 Corp. and
the shares of Common Stock to be issued to CyBear shareholders are "restricted
securities" as that term is defined in Rule 144 under the Securities Act of
1933, as amended, and under certain circumstances may be sold without
registration pursuant to such Rule at such time, if ever, that a market for 1997
Corp. securities develops. 1997 Corp. is unable to predict the effect that sales
made under Rule 144, or otherwise, may have on the then prevailing market price
of the Common Shares. 1997 Corp. is under no obligation to take any action in
furtherance of making Rule 144 or any other exemption available.
    


NO DIVIDENDS AND NONE ANTICIPATED

         1997 Corp. has not paid any dividends and due to its present financial
status and its contemplated financial requirements, 1997 Corp. does not
contemplate or anticipate paying any dividends on its common stock in the
foreseeable future.


VOLATILITY OF STOCK PRICES

         The market prices for securities of a company in its development stage
have been highly volatile. In addition, the stock market has experienced extreme
price and volume fluctuations that have affected the market price of start-up
and development stage companies generally, that have been unrelated to operating
performance. These broad market fluctuations may adversely effect the market
price of the Common Stock.


LIMITED DIRECTORS' LIABILITY

         Under 1997 Corp.'s Certificate of Incorporation, directors of 1997
Corp. cannot be held liable to 1997 Corp. or its stockholders for monetary
damages for breach of fiduciary duties unless the breach involves (i) the
director's duty of loyalty to 1997 Corp. or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisition or redemptions of or dividends on, Capital Stock) of
the General Corporation Law of the State of Delaware, or (iv) a transaction from
which the director derived an improper personal benefit. This provision does not
affect the liability of any director under federal or applicable state
securities laws.


RECONFIRMATION RIGHTS; POSSIBLE INABILITY TO COMPLETE BUSINESS COMBINATION

   
         In connection with the Reconfirmation Offer, should the Public
Investors holding 20% or less of the Common Stock elect to redeem their shares,
1997 Corp. may, but will not be required to, proceed with the Merger and, if
1997 Corp. elects to so proceed, will redeem such shares at their Liquidation
Value (the purchase price of such shares plus any accrued interest on such
escrow price in the proceeds

                                       12

<PAGE>

escrow account) as of the Record Date. In any case, if the Public Investors
holding more than 20% of such Common Stock elect to redeem their shares, 1997
Corp. will not proceed with the Merger.
    


POSSIBLE LIQUIDATION OF 1997 CORP. IF NO BUSINESS COMBINATION

   
         If 1997 Corp. does not effect a Business Combination by October 27,
1998, 1997 Corp. will distribute to the holders of Common Stock acquired in the
Offering the amount of their original investment plus a pro-rata share of all
dividends and interest accrued in the Rule 419 Escrow.

         There can be no assurance that 1997 Corp. will effect the Merger by
October 27, 1998.
    

INVESTMENT COMPANY ACT CONSIDERATIONS; POSSIBLE ADDITIONAL REPORTING AND
COMPLIANCE OBLIGATIONS

         The regulatory scope of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. 1997 Corp. believes that its principal
activities, which involve acquiring control of an operating company, will not
subject 1997 Corp. to regulation under the Investment Company Act. Nevertheless,
there can be no assurance that 1997 Corp. will not be deemed to be an investment
company, particularly during the period prior to consummation of a Business
Combination. If 1997 Corp. is deemed to be an investment company, 1997 Corp. may
become subject to certain restrictions relating to 1997 Corp.'s activities,
including restrictions on the nature of its investments and the issuance of
securities. In addition, the Investment Company Act imposes certain requirements
on companies deemed to be within its regulatory scope, including registration as
an investment company, adoption of a specific form of corporate structure and
compliance with certain burdensome reporting, record keeping, voting, proxy,
disclosure and other rules and regulations. In the event of the characterization
of 1997 Corp. as an investment company, the failure by 1997 Corp. to satisfy
such regulatory requirements, whether on a timely basis or at all, would, under
certain circumstances, have a material adverse effect on 1997 Corp.


STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES

         The ability to register or qualify for sale the shares of Common Stock
for both initial sale and secondary trading will be limited because a
significant number of states have enacted regulations pursuant to their
securities or so-called "blue sky" laws restricting or, in many instances,
prohibiting, the sale of securities of "blank check" issuers such as 1997 Corp.
within that state. In addition, many states, while not specifically prohibiting
or restricting "blank check" companies, would not register the securities to be
offered in this offering for sale in their states. Because of these

                                       13

<PAGE>

regulations, 1997 Corp. has registered the securities being offered in the
Offering, or an exemption from registration has been obtained (or is otherwise
available), only in the states of Maryland, New York, Rhode Island and the
District of Columbia (the "Primary Distribution States") and initial sales may
only be made in such jurisdictions. More specifically, 1997 Corp. has registered
the securities by coordination in Maryland and Rhode Island and by notification
in New York. Exemptions from registration have been obtained (or are otherwise
available) in the District of Columbia. No resales of the shares will be
permitted while such shares remain in the Securities Escrow.

NO MARKET FOR THE COMMON STOCK; RESALE LIMITATIONS

   
         Although 1997 Corp. sold 30,000 shares of its Common Stock in a "blank
check" public offering in 1997, there has been no public market for such shares.
Although the Company intends to apply for a listing on The Nasdaq Stock Market
("Nasdaq") System as soon as it meets the minimum qualifications for such
listing, it does not now, nor will it immediately after this transaction, meet
the qualification requirements for inclusion on Nasdaq. There can be no
assurance that there will be an active trading market for 1997 Corp.'s
securities following the completion of the Merger or, if a market does develop,
as to the market price for 1997 Corp.'s securities. There are no plans,
proposals, arrangements or understandings with any person with regard to the
development of a trading market in any of 1997 Corp.'s securities. Consequently,
Public Investors seeking to sell their shares of Common Stock following the
conclusion of the Merger may not be able to do so.
    


QUALIFICATION FOR AND POSSIBLE DELISTING OF SECURITIES FROM NASDAQ SYSTEM

         Under current Nasdaq rules, in order to qualify for initial listing in
the Nasdaq System, a company must, among other things, have at least $4,000,000
in net tangible assets, a minimum bid price for its common stock of $4.00 per
share and 300 stockholders. In addition, in order to continue to qualify for
listing on Nasdaq, a company must have, among other things, at least $2,000,000
in net tangible assets and a minimum bid price for its common stock of $1.00 per
share. Accordingly, the Company will not qualify for initial Nasdaq listing
since it may not have the requisite number of stockholders and may not meet the
minimum bid price. Furthermore, even if the company is able in the future to
qualify for Nasdaq listing, if the Company is unable to satisfy the continued
listing criteria inasmuch as it might have less than $2,000,000 in net tangible
assets, or the minimum bid price for its common stock might be less than $1.00
per share. In such an event, the Company's Common Stock may not be eligible for
continued listing on the Nasdaq. There can be no assurance that there will be an
active trading market for 1997 Corp.'s securities following the completion of
the Merger or, if a market does develop, as to the market price for 1997 Corp.'s
securities. There are no plans, proposals, arrangements or understandings with
any person with regard to the development of a trading market in any of 1997
Corp.'s securities. Consequently, Public Investors seeking to sell their shares
of Common Stock following the conclusion of the Merger may not be able to do so.


         Whether as a result of delisting or the failure to qualify initially,
trading, if any, in the Company's securities would be conducted on the
over-the-counter market in what are commonly referred to as the "pink sheets,"
or on the "OTC Bulletin Board." As a result, an investor may find it more
difficult to dispose of, or to obtain accurate quotations as to the price of,
the Company's securities. Consequently, the rule may restrict the ability of
broker-dealers to sell the Company's securities and may affect the ability of
stockholders to sell their securities in the secondary market. The loss of
continued listing in the Nasdaq System, if the Company were to qualify for such
listing, may also cause a decline in share price, loss of news coverage of the
Company and difficulty in obtaining subsequent financing.

OFFERING IS SUBJECT TO PENNY STOCK RULES AND BROKER-DEALER SALES OF COMMON STOCK
IN THE SECONDARY MARKET

         By virtue of 1997 Corp. being a "blank check" company, it is subject to
the provisions under Rule 419 of Regulation C under the Securities Act. For any
transaction

                                       14

<PAGE>

involving a penny stock, unless exempt, the rules require delivery, prior to any
transaction in a penny stock, of a disclosure schedule prepared by the
Commission relating to the penny stock market. Disclosure is also required to be
made about commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly
statements are required to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. 1997 Corp.'s "penny stock" securities are subject to Securities and
Exchange Commission Rule 15g-9 of the Exchange Act, which imposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse). For transactions covered by the rule, the broker-dealer must
make a special suitability determination for the purchaser and receive the
purchaser's written agreement to the transaction prior to the sale.

         These disclosure rules have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules which makes it more difficult to sell such securities. Such
requirements, could result in reduction in the level of trading activity for
that particular security of 1997 Corp. and could make it more difficult for
investors to sell that particular security.

PROHIBITION PURSUANT TO RULE 15G-8 UNDER EXCHANGE ACT TO SELL OR OFFER TO SELL
SHARES IN RULE 419 ACCOUNT

         Rule 419 of Regulation C under the Securities Act of 1933, as amended,
requires that the securities to be issued and the funds received in a blank
check offering be deposited and held in an escrow account until an acquisition
meeting specified criteria is completed. Pursuant to Rule 15g-8 under the
Exchange Act, it is unlawful for any person to sell or offer to sell the
Deposited Shares (or any interest in or related to the shares) held in the Rule
419 Escrow other than pursuant to a qualified domestic relations order issued by
a court in connection with divorce proceedings. As a result, contracts for sale
to be satisfied by delivery of the deposited shares (e.g. contracts for sale on
a when, as, and if issued basis) are prohibited. Such rule prohibits sales of
other interests based on the shares, whether or not physical delivery is
required. Therefore, investors will not be able to realize any return on their
investment for up to 18 months unless and until the Merger is completed.

CYBEAR

LIMITED OPERATING HISTORY; DEVELOPMENT STAGE COMPANY

   
         CyBear was organized in February 1997 and is still in the development
stage. Since its inception, CyBear has been engaged primarily in product
development activities. As CyBear anticipates that its products will be
introduced in 1999, those products have not yet proven to be commercially
viable. As a result, CyBear has no relevant operating history upon which an
evaluation of its performance and prospects can be made. CyBear has not
generated any meaningful revenues, and CyBear will not generate any meaningful
revenues until after CyBear successfully completes development and market
testing of its products. CyBear will be subject to all of the risks,
uncertainties, expenses, delays, problems and difficulties typically encountered
in the establishment of a new business and the
    

                                       15

<PAGE>

   
development and commercialization of new products. CyBear has limited experience
in developing and commercializing software and Internet-based products and there
is limited information available concerning the potential performance of
CyBear's software or market acceptance of CyBear's proposed products. There can
be no assurance that unanticipated expenses, problems or technical difficulties
will not occur which would result in material delays in product
commercialization or that CyBear's efforts will result in successful product
commercialization. See "Business."
    

ACCUMULATED DEFICIT

   
         CyBear has incurred net losses since inception, and as of June 30,
1998 had an accumulated deficit of $2,629,275. CyBear does not expect to
recognize any significant revenues until 1999. In addition, CyBear intends to
continue to invest heavily in product development and marketing. As a result,
CyBear expects to continue to incur substantial operating losses for the
foreseeable future, and there can be no assurance that CyBear will achieve or
sustain profitability. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
    

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING

   
         CyBear has primarily been funded with capital contributions and loans
from Andrx. As of June 30, 1998, such loans were $2,684,898. Andrx has indicated
to CyBear that it will continue to fund the Company's capital needs until the
Company is able to raise capital from third parties or the next 12 months,
whichever is earlier. A condition to the closing of the Merger is that Andrx
provide or arrange for at least $3,000,000 of equity or debt funding for CyBear.
To satisfy this condition, in September 1998, Andrx agreed to loan CyBear an
additional $3,000,000, which will be funded prior to the consummation of the
Merger. This cash will be sufficient to fund CyBear's operations until early
1999. CyBear currently anticipates that its available cash resources and
available funding from Andrx will be sufficient to meet its presently
anticipated working capital and capital expenditure requirements for at least
the next 12 months. However, in order to support more rapid expansion, develop
new or enhanced services and products, respond to competitive pressures, acquire
complementary businesses or technologies or take advantage of unanticipated
opportunities, CyBear may need to raise additional funds. CyBear's future
liquidity and capital requirements will depend upon numerous factors, including
the success of CyBear's proposed products and competing technological and market
developments. CyBear may be required to raise additional funds through public or
private financing, strategic relationships or other arrangements. There can be
no assurance that such additional funding, if needed, will be available on terms
acceptable to CyBear, or at all. Furthermore, any additional equity financing
may be dilutive to stockholders, and debt financing, if available, may involve
restrictive covenants, which may limit CyBear's operating flexibility with
respect to certain business matters. If adequate funds are not available on
acceptable terms, CyBear may be unable to develop or enhance its services and
products, take advantage of future opportunities or respond to competitive
pressures, any of which could have a material adverse effect on CyBear's
business, results of operations and financial condition. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
    

UNCERTAINTY OF PRODUCT DEVELOPMENT

   
         CyBear has not yet completed third-party testing of the basic
connectivity product platform or the development or testing of certain system
enhancements. CyBear will be required to commit considerable time, effort and
resources to finalize such development and adapt its software to satisfy
specific requirements of potential

                                       16

<PAGE>

customers. CyBear's planned ISP is still under development and is scheduled for
introduction in early 1999. Continued system refinement, enhancement and
development efforts are subject to all of the risks inherent in the development
of new products and technologies, including unanticipated delays, expenses,
technical problems or difficulties, as well as the possible insufficiency of
funds to satisfactorily complete development, which could result in abandonment
or substantial change in product commercialization. There can be no assurance
that product development efforts will be successfully completed on a timely
basis, or at all, that CyBear will be able to successfully adapt its software to
satisfy specific requirements of potential customers, or that unanticipated
events will not occur which would result in increased costs or material delays
in product development or commercialization. In addition, while CyBear believes
that its initial basic connectivity product platform performs the principal
functions for which it has been designed, CyBear has only conducted limited
tests of the initial components of its software in connection with preliminary
market testing activities. Consequently, there can be no assurance that such
software will perform all of the functions for which it has been or will be
designed or prove to be sufficiently reliable in widespread commercial use.
Technologies as complex as those incorporated into CyBear's software may contain
errors which become apparent subsequent to commercial use. Remedying such errors
could delay CyBear's plans and cause it to incur substantial additional costs.
    

UNCERTAINTY OF MARKET ACCEPTANCE

         As is typical in a developing business, demand and market acceptance
for new and unproven products and services are subject to a high level of
uncertainty. Achieving market acceptance for CyBear's products and services will
require substantial marketing efforts and expenditure of significant funds to
create awareness and demand by participants in the healthcare industry. There
can be no assurance that CyBear's effort in establishing such products and
services will be successful, that CyBear will be able to succeed in positioning
its services as a preferred method for healthcare communications, that there
will be significant market acceptance for its products and services or that any
pricing strategy developed by CyBear will be economically viable or acceptable
to the market.

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS

   
         As a result of CyBear's limited operating history and the emerging
nature of the products and markets in which CyBear expects to compete, CyBear's
historical financial data is of limited value in planning future operating
expenses. Accordingly, CyBear's expense levels are based in part on its
expectations concerning future revenues and are fixed to a large extent. CyBear
may be unable to adjust spending in a timely manner to compensate for any
unexpected shortfall in revenues. Further, CyBear's quarterly operating results
may fluctuate significantly in the future as a result of a variety of factors,
some of which are outside CyBear's control. These factors include the level of
demand for its ISP; the ability of CyBear to timely release its connectivity
products and their market acceptance, CyBear's ability to attract and retain
personnel with the necessary strategic, technical and creative skills required
to develop and service CyBear's customers; the amount and timing of capital
expenditures and other costs relating to the expansion of CyBear's operations;
the introduction of new products or services by CyBear or its competitors;
pricing changes in the industry; technical difficulties with respect to the use
of the Internet; economic conditions specific to Internet technology usage;
government

                                       17

<PAGE>

regulation and legal developments regarding the use of the Internet; and general
economic conditions. Due to all of the foregoing factors, in some future quarter
CyBear's operating results may fall below market expectations.
    

INTELLECTUAL PROPERTY RISKS; PENDING INFRINGEMENT CLAIM

   
         CyBear regards its copyrights, trademarks, trade secrets (including its
methodologies, practices and tools) and other intellectual property rights as
critical to its success. To protect its rights in these various intellectual
properties, CyBear relies on a combination of patent, trademark and copyright
law, trade secret protection and confidentiality agreements and other
contractual arrangements with its employees, affiliates, clients, strategic
partners, acquisition targets and others to protect its proprietary rights.
CyBear has also taken steps to obtain patent protection for its inventions and
to register several of its trademarks, although no patents have been issued.
There can be no assurance that the steps taken by CyBear to protect its
proprietary rights will be adequate or that third parties will not infringe or
misappropriate CyBear's patents (if and when issued), copyrights, trademarks and
similar proprietary rights, or that CyBear will be able to detect unauthorized
use and take appropriate steps to enforce its rights. In addition, although
CyBear believes that its proprietary rights do not infringe on the intellectual
property rights of others, there can be no assurance that other parties will not
assert infringement claims against CyBear. Such claims, even if not meritorious,
could result in the expenditure of significant financial and managerial
resources.

         On March 18, 1998, Andrx received a letter from counsel for Medix
Resources, Inc. ("Medix") and its subsidiary, Cymedix Lynx Corporation
("Cymedix") alleging the theft and unlawful appropriation by CyBear, Andrx, and
certain directors, officers and employees of CyBear and Andrx of certain
computer medical software and internet medical communications technology
allegedly owned by Cymedix. The letter demands trebled damages totaling $396.6
million pursuant to the civil theft provisions of Florida law, and also alleges
claims under Florida's Racketeer Influenced and Corrupt Organization Act and
certain other provisions of federal and state law. CyBear and Andrx believe that
Medix's and Cymedix's accusations and threatened claims have no basis in
substantial fact or legal support and on March 23, 1998, CyBear and Andrx filed
a complaint against Medix and Cymedix in Broward County Circuit Court for libel
and slander arising from the improper public dissemination of the contents of
the aforesaid demand letter with respect to each of the matters set forth in the
aforesaid demand letter. Issue has been joined and the parties have commenced
discovery proceedings. CyBear and Andrx intend to vigorously prosecute their
complaint, which seeks damages, costs, interest and attorneys' fees. On June 2,
1998 Medix, on behalf of Cymedix, filed a complaint against CyBear, Andrx and
certain CyBear and Andrx directors, officers and employees alleging the theft
and unlawful appropriation of Cymedix' computer medical software for remote
online healthcare providers and Cymedix' Internet medical communications
technology allegedly owned by Cymedix. Cymedix is seeking treble damages
totaling $396 million. CyBear and Andrx have moved in the Broward County Circuit
Court, where the defamation suit is pending, to enjoin Medix and Cymedix from
prosecuting their Hillsborough County suit on the ground that the allegations of
their complaint in that suit are in the nature of a compulsory counterclaim that
should be asserted, if at all, in the previously filed defamation suit. In
addition, CyBear and Andrx have moved in the Hillsborough County Circuit Court
for an order dismissing the Medix/Cymedix complaint for legal insufficiency, or,
alternatively, transferring the suit to the Broward County Circuit Court. The
Hillsborough County Circuit Court has deferred ruling on this motion until after
the court before whom the defamation suit is pending renders a decision on the
motion by CyBear and Andrx to enjoin Medix and Cymedix from prosecuting their
Hillsborough County action. CyBear and Andrx believe that Cymedix's suit has no
basis in substantial fact or legal support and is without merit, and intend to
vigorously defend themselves against these claims. Accordingly, CyBear and Andrx
believe that the outcome of this lawsuit will not be material to their results
of operations and financial positions. However, there can be no assurance that
CyBear will prevail in this litigation and an adverse outcome would have a
material adverse effect on CyBear's business plan and financial position. See
"Business--Legal Proceedings."
    

                                       18

<PAGE>

COMPETITION

   
         Both the ISP market and the management applications market in which
CyBear intends to operate are extremely competitive, and CyBear expects
competition in these markets to intensify in the future. CyBear will face
competition from numerous sources, including prospective customers which may
develop and market their own competitive products and services, physician office
management information systems companies, online medical information service
companies, system integration companies, health information system vendors,
software companies, online and Internet service providers and others with the
technical capabilities and expertise which would encourage them to develop and
commercialize competitive products or services. CyBear's prospective competitors
include many large companies that have substantially greater market presence and
financial, technical, marketing and other resources than CyBear. CyBear believes
that there are many web sites that provide much of the substantive information
to be provided on CyBear's ISP, although none of such companies is believed to
be an ISP offering all of the same content. Further, many management information
and software companies are attempting to develop software products similar to
CyBear's connectivity products, which are software products designed to permit
incompatible computer systems to exchange data. If competing products are
introduced, they could materially and adversely affect CyBear's business,
results of operations and financial condition. CyBear believes that its ability
to compete successfully in the Internet services market depends on a number of
factors, including its content; market presence; the adequacy of its member and
technical support services; the capacity, reliability and security of its
network infrastructure; the ease of access to and navigation of the Internet
provided by CyBear's services; the pricing policies of CyBear, its competitors
and its suppliers; and industry and general economic trends. There can be no
assurance that CyBear will have the financial resources, technical expertise or
marketing and support capabilities to compete successfully.
    

RELIANCE ON RAPIDLY CHANGING TECHNOLOGY

   
         All businesses which rely on Internet technology, including the
healthcare communications business, are subject to rapid technological change,
changing customer needs, frequent new product introductions and evolving
industry standards. In addition, as the communications, computer and software
industries continue to experience rapid technological change, CyBear must be
able to quickly and successfully adapt its products and services so that they
adapt to such changes. There can be no assurance that CyBear will not experience
difficulties that could delay or prevent the successful development and
introduction of its healthcare communications products and services. CyBear's
inability to respond to technological changes in a timely and cost-effective
manner could have a material adverse effect on CyBear's business, financial
condition and results of operations. Moreover, there can be no assurance that
competitors will not develop technologically superior products and services, or
that any such products and services will not have an adverse effect upon
CyBear's operating results.
    

DEPENDENCE ON KEY PERSONNEL

   
         CyBear's performance is substantially dependent on the continued
services and on the performance of its executive officers and other key
employees, many of whom have worked together for only a short period of time and
are not all full-time employees of CyBear. Particularly in light of CyBear's
relatively early stage of development,
    

                                       19

<PAGE>

   
CyBear is dependent on retaining and motivating highly qualified personnel,
especially its senior management. CyBear does not have "key person" life
insurance policies on any of its executive officers. The loss of the services of
any of its executive officers or other key employees could have a material
adverse effect on the business, results of operations or financial condition of
CyBear. See "Management."
    

GOVERNMENT REGULATION OF HEALTHCARE

   
         Participants in the healthcare industry are subject to extensive and
frequently changing regulation under numerous laws administered by governmental
entities at the federal, state and local levels. Many current laws and
regulations, when enacted, did not anticipate the methods of healthcare
communication under development by CyBear. CyBear believes, however, that these
laws and regulations may nonetheless be applied to its healthcare communications
business. Accordingly, CyBear's healthcare communications business may be
affected by current regulations as well as future regulations specifically
targeted to this new segment of the healthcare industry. Current laws and
regulations which may affect the healthcare communications business include (i)
the regulation of confidential patient medical record information, (ii) laws
relating to the electronic transmission of prescriptions from physicians'
offices to pharmacies, (iii) regulations governing the use of software
applications in the diagnosis, cure, treatment, mitigation or prevention of
disease and (iv) laws or regulations relating to the relationships between or
among healthcare providers. CyBear expects to conduct its healthcare
communications business in substantial compliance with all material federal,
state and local laws and regulations governing its operations. However, the
impact of regulatory developments in the healthcare industry is complex and
difficult to predict, and there can be no assurance that CyBear will not be
materially adversely affected by existing or new regulatory requirements or
interpretations.
    

RISKS ASSOCIATED WITH MANAGEMENT OF POTENTIAL GROWTH

   
         CyBear intends to rapidly expand it management, research and
development, testing, marketing, sales and customer service over the next 12
months, which is expected to place a significant strain on its managerial,
operational, financial and information systems resources. To accommodate its
increasing size and manage growth, CyBear must continue to implement and improve
its operational, financial and information systems, and expand, train and manage
its employee base. There can be no assurance that CyBear will be able to
effectively manage expansion of its operations, or that CyBear's facilities,
systems, procedures or controls will be adequate to support CyBear's operations.
The inability of CyBear to manage future growth effectively would have a
material adverse effect on CyBear.

EMERGING MARKET FOR CYBEAR'S SERVICES

         CyBear operates in a market that is at a very early stage of
development, is rapidly evolving and is characterized by an increasing number of
market entrants who have introduced or developed competing products and
services. As is typical in the case of a new and rapidly evolving industry,
demand and market acceptance for recently introduced products and services are
subject to a high level of uncertainty and risk. The adoption of the Internet
for commerce, particularly by those individuals and companies in the healthcare
industry which historically have relied upon traditional means of commerce, will
require a broad acceptance of new methods of conducting business and exchanging
information. There can be no assurance that the market for CyBear's
    


                                       20

<PAGE>

   
products and services will develop or that demand for CyBear's services will
emerge or be sustainable. If the market fails to develop, develops more slowly
than expected or becomes saturated with competitors, or if CyBear's services do
not achieve or sustain market acceptance, CyBear's business, results of
operations and financial condition would be materially adversely affected.
    

DEPENDENCE ON ADOPTION OF THE INTERNET AS AN ADVERTISING MEDIUM; RELIANCE ON
SHORT-TERM ADVERTISING CONTRACTS

   
         CyBear may derive revenue from the sale of advertisements on its Web
sites. CyBear's ability to generate advertising revenue will depend on, among
other factors, the development of the Internet as an advertising medium, the
amount of traffic on and the membership bases of CyBear's Web sites and CyBear's
ability to achieve and demonstrate user and member demographic characteristics
that are attractive to advertisers. Most potential advertisers and their
advertising agencies have only limited experience with the Internet as an
advertising medium and have not devoted a significant portion of their
advertising expenditures to Internet-based advertising. There can be no
assurance that advertisers will be persuaded to allocate or continue to allocate
portions of their budgets to Internet-based advertising or, if so persuaded,
that they will find such advertising to be effective for promoting their
products and services relative to traditional print and broadcast media. No
standards have yet been widely accepted for the measurement of the effectiveness
of Internet-based advertising, and there can be no assurance that such standards
will develop sufficiently to support Internet-based advertising as a significant
advertising medium. In addition, the widespread adoption of technologies that
permit Internet users to selectively block out unwanted graphics, including
advertisements, attached to Web pages could adversely affect the growth of the
Internet as an advertising medium. If widespread commercial use of the Internet
does not develop, or if the Internet does not develop as an effective and
measurable medium for advertising, CyBear's business, results of operations and
financial condition would be materially adversely affected.

         CyBear's advertising revenue may be derived under short-term contracts.
Consequently, CyBear's advertising customers could move their advertising to
competing Web sites or to other media quickly and without penalty, thereby
increasing CyBear's exposure to competitive pressures. Any failure of CyBear to
achieve sufficient advertising revenue would have a material adverse effect on
CyBear's business, results of operations and financial condition.
    

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET

   
         CyBear's success may be highly dependent upon continued growth in the
use of the Internet generally and, in particular, as a medium for advertising,
information services and commerce. The rapid growth of global commerce and the
exchange of information on the Internet and online services is new and evolving,
making it difficult to predict whether the Internet will prove to be a viable
commercial marketplace. There can be no assurance that the Internet will be a
successful commerce and information channel. The Internet may not prove to be a
viable commercial marketplace due to inadequate development of the necessary
infrastructure, such as reliable network backbones, or complementary services,
such as high speed modems and security procedures for financial transactions.
Concern over Internet security has been, and could continue to be,
    

                                       21

<PAGE>

a barrier to commercial activities requiring users to send confidential
information over the Internet. The Internet has experienced, and is expected to
continue to experience, significant growth in the number of users and amount of
traffic. There can be no assurance that the Internet infrastructure will
continue to be able to support the demands placed on it by sustained growth.

INTERNET COMMERCE SECURITY RISKS

   
         A significant barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. CyBear
will rely on encryption and authentication technology licensed from third
parties to provide the security and authentication necessary to effect secure
transmission of confidential information. There can be no assurance that
advances in computer capabilities, new discoveries in the field of cryptography
or other events or developments will not result in a compromise or breach of the
algorithms used by CyBear to protect customer transaction data. If any such
compromise of CyBear's security were to occur it could have a material adverse
effect on CyBear's business, results of operations and financial condition. A
party who is able to circumvent CyBear's security measures could misappropriate
proprietary information or cause interruptions in CyBear's operations. CyBear
may be required to expend significant capital and other resources to protect
against the threat of such security breaches or to alleviate problems caused by
such breaches. Concerns over the security of Internet transactions and the
privacy of users may also inhibit the growth of the Internet generally, and the
Web in particular, especially as a means of conducting commercial transactions.
To the extent that activities of CyBear or third party contractors involve the
storage and transmission of proprietary information, such as credit card
numbers, security breaches could expose CyBear to a risk of loss or litigation
and possible liability. There can be no assurance that CyBear's security
measures will prevent security breaches or that failure to prevent such security
breaches would not have a material adverse effect on CyBear's business, results
of operations and financial condition.
    

LIABILITY FOR INFORMATION RETRIEVED FROM THE INTERNET

   
         Due to the fact that materials may be downloaded from web sites
operated by the company and may be subsequently distributed to others, there is
a potential that claims will be made against CyBear for defamation, negligence,
copyright or trademark infringement or other theories based on the nature and
content of such materials. Such claims have been brought, sometimes
successfully, against online services in the past. In addition, CyBear could be
subject to liability with respect to content that may be accessible through
CyBear's web sites or third party web sites linked from CyBear's web sites.
Although CyBear carries general liability insurance, CyBear's insurance may not
cover potential claims of this type or may not be adequate to cover all costs
incurred in defense of potential claims or to indemnify CyBear for all liability
that may be imposed. Any costs or imposition of liability that is not covered by
insurance or in excess of insurance coverage could have a material adverse
effect on CyBear's business, results of operations and financial condition.
    

                                       22

<PAGE>

DEPENDENCE ON NETWORK INFRASTRUCTURE AND THIRD PARTY NETWORK PROVIDERS

   
         The future success of CyBear's ISP business will depend on the
capacity, reliability and security of CyBear's network infrastructure. CyBear
does not intend to construct its own network but will instead contract with
third parties to provide this network infrastructure. CyBear is conducting
negotiations with several potential providers and believes that sufficient
network capacity is readily available from the major telecommunications
companies and CyBear intends to enter into agreements with mulitple suppliers
to best meet its needs. Capacity constraints may occur in the future, resulting
in effects ranging from delays when trying to use a particular service to
general slow downs of all services offered by CyBear on the Internet. Poor
network performance could cause members to terminate use of CyBear's services.
There can be no assurance that CyBear will be able to contract for or develop
its network infrastructure to meet its demand or changing member requirements on
a timely basis or at a commercially reasonable cost, if at all.

         CyBear expects to enter into contractual arrangements with owners of
dial-up points of presence ("POPs") through which CyBear will provide Internet
access on a non-exclusive basis. CyBear will thus be dependent on such providers
for crucial portions of its network infrastructure and does not have direct
control over network reliability and other quality service concerns. There can
be no assurance that CyBear will enter into any such agreements to provide
network access to CyBear and its members on acceptable terms. Moreover, most
such providers also provide network services to other entities that offer
Internet or online services. The inability or unwillingness of a network
provider to provide reliable, high quality POP access to CyBear on commercially
reasonable terms, or CyBear's inability to secure alternative POP arrangements,
if necessary, would limit CyBear's ability to provide Internet access to its
members, which would, in turn, have a material adverse effect on CyBear.
    

DEPENDENCE ON TELECOMMUNICATIONS CARRIERS AND OTHER SUPPLIERS

   
         CyBear will rely on local telephone and other companies to provide data
communications capacity via local telecommunications lines, long distance lines
and wireless connections, all of which are subject to potential disruptions that
may not be remedied easily or on a timely basis. CyBear's suppliers and
telecommunications carriers also sell or lease services and products to CyBear's
competitors. There can be no assurance that CyBear's suppliers and
telecommunications carriers will not enter into exclusive arrangements with
CyBear's competitors or otherwise stop selling or leasing their services or
products to CyBear, which events could have a material adverse effect on CyBear.
Failure of any of CyBear's suppliers to provide services and equipment in the
quantities, at the quality levels or at the times required by CyBear, or an
inability by CyBear to develop alternative sources of supply could materially
adversely affect CyBear's ability to effectively support the growth of its
member base in a timely manner would increase its costs of expansion. The
Company does not expect to be dependent on any one supplier except BellSouth,
the local telephone company in Florida, where CyBear's facilities are located,
to connect its main network to its telecommunications suppliers.
    

GOVERNMENT REGULATION OF INTERNET COMMUNICATIONS

   
         CyBear intends to provide Internet services, in part, through data
transmissions over public telephone lines. These transmissions are governed by
regulatory policies establishing charges and terms for wireline communications.
CyBear currently is not subject to direct regulation by the Federal
Communications

                                       23

<PAGE>

Commission (the "FCC") or any other governmental agency, other than regulations
applicable to businesses generally. However, in the future CyBear could
become subject to regulation by the FCC or another regulatory agency as a
provider of basic telecommunications services. Changes in the regulatory
environment relating to the application of access charges and Universal Service
Fund support payments to Internet and Internet telephony providers, regulation
of Internet services, including Internet telephony, and other regulatory changes
that directly or indirectly affect costs imposed on Internet or Internet
telephony providers, telecommunications costs or increase in the likelihood or
scope of competition, could have a material adverse impact on CyBear.

POSSIBLE RESTRICTIONS ON TRANSMISSION OF PATIENT INFORMATION OVER THE INTERNET

         In 1997, the New York regional office of the Health Care Financing
Administration ("HCFA"), the U.S. agency that oversees Medicare, issued a
bulletin to HMOs and other medical plans serving Medicare in New Jersey and New
York stating that "acceptable encryption mechanisms are not currently available
for Internet use to ensure the degree of privacy HFCA, plans and contractors are
required to maintain." The bulletin further stated that "as a result, any
activities using the Internet or an unsecured internal network where the health
plan provides individual information must cease immediately." The effect of this
policy could limit the ability of prospective users of CyBear's connectivity
products to use the Internet to transmit information and thus would limit the
usefulness of these products, which could have a material adverse effect on
CyBear's financial condition and results of operations. Although HFCA has stated
that it intends to modify its current policy, there can be no assurance as to
the extent or timing of such modification. Accordingly, revenues from such
products could be limited until this policy is modified.
    

YEAR 2000

   
         Many existing computer programs use only two digits to identify a year.
These programs were designed and developed without considering the impact of the
upcoming change in the century. If not corrected, many computer software
applications could fail or create erroneous results by, at or beyond the year
2000 (the "Year 2000 Phenomenon"). CyBear utilizes software, computer technology
and other services provided by third-party vendors that may not be Year 2000
Phenomenon ready. CyBear may also be indirectly dependent on the institutions
involved in processing CyBear's members' credit card payments for CyBear's
services. CyBear is currently assessing the Year 2000 Phenomenon readiness of
its third-party supplied software, computer technology and other services. Based
upon the results of this assessment, CyBear will develop and implement, if
necessary, a remediation plan with respect to third-party software, computer
technology and services which may fail to be Year 2000 Phenomenon ready. CyBear
has assessed its proprietary software and systems and has determined them to be
Year 2000 Phenomenon ready. Management anticipates that CyBear's systems,
including components thereof provided by third-party vendors, will be Year 2000
Phenomenon ready by 2000. At this time, the expenses associated with this
assessment and potential remediation plan cannot presently be determined. The
failure of the software and computing systems of CyBear and its third-party
vendors to be Year 2000 Phenomenon ready could have material adverse effect on
CyBear. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
    

                                       24

<PAGE>

                                   THE MERGER

DESCRIPTION OF THE TRANSACTION

         The Merger Agreement sets forth a proposed transaction (the "Merger")
among CyBear, an indirect subsidiary of Andrx, 1997 Corp. and CyBear Capital
Corp. ("Mergerco") (collectively referred to as the "Companies") whereby 1997
Corp. would acquire from the current stockholders of CyBear all of the
outstanding capital stock of CyBear by means of a statutory merger of Mergerco,
a newly formed subsidiary of 1997 Corp., into CyBear. The separate existence and
corporate organization of Mergerco, except insofar as it may be continued by
statute, shall cease on the effective date of the Merger (the "Effective Date")
and CyBear (the "Surviving Corporation") shall become a wholly owned subsidiary
of 1997 Corp. There shall be no change in the ownership of the 265,306 shares of
1997 Corp. Common Stock outstanding until immediately prior to the Merger. The
Merger will be effected pursuant to the Florida Business Corporation Law and is
intended to be a tax free reorganization under Section 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended (the "Code").


         Upon consummation of the Merger, all Mergerco shares currently issued
and outstanding to 1997 Corp. shall be converted into an equal number of shares
of common stock, par value $.001, of the Surviving Corporation by virtue of the
Merger and without any action on the part of the holder thereof, and shall
constitute all the issued and outstanding shares of capital stock of the
Surviving Corporation. All outstanding CyBear Common Shares shall be cancelled
and retired and shall cease to exist, and shall be converted by virtue of the
Merger, at the Effective Date, into a total of 13,000,000 1997 Corp. Shares
without any action on the part of the holders thereof on the basis of one 1997
Corp. Share for each CyBear Common Share. The holders of certificates
representing CyBear Common Shares outstanding prior to the Merger shall be
entitled upon surrender thereof to receive from Mergerco a certificate
representing the number of 1997 Corp. Shares to which such holder shall be
entitled for each CyBear Common Share so surrendered. Until so surrendered, the
outstanding certificates which, prior to the Effective Date, represented CyBear
Common Shares shall be deemed for all corporate purposes to evidence ownership
of 1997 Corp. Shares into which such CyBear Common Shares shall have been
converted. All presently outstanding employee stock options of CyBear shall be
assumed by 1997 Corp.


         The result of the Merger, assuming that all of the 1997 Corp.
stockholders accept the Acquisition Offer, is that the holders of CyBear's
Common Stock immediately prior to the consummation of the Merger will own 98% of
1997 Corp.'s Common Stock and the current 1997 Corp. stockholders will own 2% of
1997 Corp.'s Common Stock. It is expected that the business of CyBear will
continue after the Merger and that the directors and officers of CyBear will
become directors and officers of 1997 Corp. after the Merger. Upon consummation
the Merger: (i) subject to approval by the shareholders of 1997 Corp., the name
of 1997 Corp. shall be changed to "CyBear, Inc." and (ii) the name of CyBear
shall be changed to CyBear Inc. (FL).

                                       25

<PAGE>

STOCKHOLDER APPROVAL OF THE  MERGER

         Consummation of the Merger is conditioned upon, among other things, the
confirmation of the investment by holders of at least 80% of the shares owned by
the non-affiliated Public Investors of 1997 Corp. (see "Reconfirmation
Offering"), and the approval of the Merger by holders of 51% of the shares of
common stock purchased in the Offering. Upon consummation of the Merger, each
stockholder of 1997 Corp. who rejects or fails to accept the Acquisition Offer
will be paid his or her pro rata share of the Deposited Funds in the Rule 419
Escrow for the benefit of the Public Investors, or approximately $5.20 per
share. See "Reconfirmation Offering."

         Stockholders of 1997 Corp. desiring to confirm their investment and
remain an investor in 1997 Corp. are directed to sign and return the Written
Consent of Stockholder and Reconfirmation form they previously received to
Epstein Becker & Green, P.C., Attn: Joseph A. Smith, 250 Park Avenue, 12th
Floor, New York, New York 10177. Any 1997 Corp. stockholder who fails to return
his or her form so that it is received by ____________, 1998 (no sooner than 20
business days and no later than 45 business days from the date hereof) will be
deemed to have rejected the Acquisition Offer and will (if the Acquisition Offer
is otherwise accepted by the requisite 80% of the Public Investors)
automatically be sent a check representing his or her pro rata share of the
funds in the escrow account for the benefit of the Public Investors. See
"Reconfirmation Offering."


         The Board of Directors of 1997 Corp. approved the Merger Agreement as
of July 20, 1998. The Board of Directors of CyBear approved the Merger Agreement
on July 20, 1998. CyBear, Mergerco and 1997 Corp., expect to solicit approval of
the Merger from their respective stockholders prior to October 1, 1998.

CONDITIONS TO CLOSING

         Consummation of the Merger is subject to the satisfaction of various
conditions, prior to the Effective Date, including, among others, the following:
(a) the shareholders of 1997 Corp., shall have approved the Merger, (b) CyBear
shall not have suffered a loss of such a character which could reasonably be
expected to have a material adverse effect on the terms of the Merger; (c)
except as previously disclosed in writing, no material transactions shall have
been entered into by CyBear other than transactions in the ordinary course of
business; (d) no material adverse change, in the aggregate, shall have occurred
in the financial condition of CyBear since March 31, 1998; (e) none of the
properties or assets of CyBear shall have been sold or otherwise disposed of
other than in the ordinary course of business during such period; (f) the
Companies shall have performed and complied in all material respects with the
provisions and conditions of the Merger Agreement to be performed and complied
with, and the representations and warranties made the Companies in the Merger
Agreement shall be true and correct, both when made and as of the Effective
Date, (g) the Merger Agreement and the transactions contemplated thereby shall
have been approved by appropriate corporate action of the Companies; (h) there
shall have been full compliance with the applicable Blue Sky Laws of any state
or other governmental body having jurisdiction over the Merger; (i) Mergerco and
1997 Corp. shall have received opinions from counsel to Andrx and CyBear as to
customary matters; and (j) Andrx and CyBear shall have raised a minimum of
$3,000,000 through either a private placement of 1997 Corp. Common Stock or
other funding by the Effective Date, including the sale of at least 333,333
shares of 1997 Corp.

                                       26

<PAGE>

   
Common Stock at a price of at least $3.00 per share (which shares are not
included in the total of 13,000,000 shares to be issued to the shareholders of
CyBear as a result of the Merger). The last condition was satisfied in September
1998 through a $3,000,000 loan commitment from Andrx. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources" for a description of the loan terms.
    

REPRESENTATIONS AND WARRANTIES

         Each of CyBear, 1997 Corp., Andrx and Mergerco made representations and
warranties in the Merger Agreement relating to, among other matters: (a) their
due organization, valid existence and authority to conduct business and own and
lease assets and properties; (b) being duly licensed or qualified to do business
in foreign jurisdictions; (c) the Companies' subsidiaries; (d) capitalization;
(e) the authority to execute and deliver the Merger Agreement and, subject to
receipt of the requisite stockholder approval, to consummate the transactions
contemplated therein; (f) due and valid execution of the Merger Agreement; (g)
enforceability of the Merger Agreement; (h) required governmental and
third-party consents and approvals; (i) payment of taxes, fees and assessments;
(j) the accuracy of financial statements; (k) the absence of brokers or finders;
(l) the status of accounts receivable and inventories; (m) the absence of
certain changes in operations and results thereof since March 31, 1998; (n) the
absence of undisclosed material liabilities; (o) the absence of material
litigation (except as disclosed in writing); (p) material compliance with
applicable laws; (q) title to and condition of material assets; (r) delivery of
copies of material agreements including leases and insurance policies; (s) the
absence of certain specified types of contracts, commitments and defaults; (t)
the absence of material adverse conditions; and (u) material completeness of all
disclosure.

         These representations and warranties survive the closing date of the
Merger Agreement for a period of one year.

RIGHTS AND LIABILITIES OF SURVIVING CORPORATION

         On and after the Effective Date, CyBear, as the Surviving Corporation,
shall succeed to and possess, without further act or deed, all of the estate,
rights, privileges, powers, and franchises, both public and private, and all of
the property, real, personal, and mixed, of each of CyBear and Mergerco
(collectively, the "Constituent Corporations"); all debts due to either of the
Constituent Corporations on whatever account shall be vested in CyBear; all
claims, demands, property, rights, privileges, powers, and franchises and every
other interest of either of the Constituent Corporations shall be as effectively
the property of CyBear as they were of the respective Constituent Corporations;
the title to any real estate by deed or otherwise in either of the Constituent
Corporations shall not revert or be in any way impaired by reason of the
acquisition, but shall be vested in CyBear; all rights of creditors and all
liens upon any property of either of the Constituent Corporations shall be
preserved unimpaired, limited in lien to the property affected by such lien at
the Effective Date; all debts, liabilities, and duties of the respective
Constituent Corporations shall thenceforth attach to CyBear and may be enforced
against it to the same extent as if such debts, liabilities, and duties had been
incurred or contracted by it; and CyBear shall indemnify and hold harmless 1997
Corp. and the officers and directors of each of the Constituent Corporations
against all such debts, liabilities, and duties and against all claims and
demands arising out of the Merger.

                                       27

<PAGE>

CERTAIN INCOME TAX CONSEQUENCES

         The Merger is intended to qualify as a "tax-free reorganization" for
purposes of the United States federal income tax so that stockholders of 1997
Corp. subject to United States tax will not recognize gain or loss from the
transaction. In addition, the transaction is not intended to result in the
recognition of gain or loss to either CyBear or 1997 Corp. in the respective
jurisdictions where each of them is subject to taxation. NO OPINION OF COUNSEL
NOR A RULING FROM THE INTERNAL REVENUE SERVICE HAS BEEN OBTAINED IN REFERENCE TO
THE FOREGOING. THE FOREGOING IS FOR GENERAL INFORMATION ONLY AND 1997 CORP.
STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX
CONSEQUENCES OF THE MERGER TO THEM.

INTEREST OF CERTAIN PERSONS IN THE MERGER

         The following table sets forth certain information regarding the
beneficial ownership of the common stock of 1997 Corp. as of December 31, 1997,
and the number of shares of CyBear to be acquired under the Merger Agreement, by
persons who might be deemed "affiliates" of CyBear or of 1997 Corp. within the
meaning of Rule 405 of the Securities Act of 1933, as amended, and by the
directors and executive officers of 1997 Corp.

<TABLE>
<CAPTION>

                                       BENEFICIAL OWNERSHIP OF 1997 CORP.
                                       ----------------------------------
       BENEFICIAL OWNER                   NUMBER OF                  PERCENT OF                    PERCENT OF
                                           SHARES              TOTAL SHARES OUTSTANDING           TOTAL SHARES
                                          ---------            ------------------------            OUTSTANDING
                                                 BEFORE MERGER                                    AFTER MERGER
                                                 -------------                                    ------------

<S>                                        <C>                           <C>                             <C>
Judith S. Haselton                         5,000                         11%                             *
315 West 106th Street, 4th Fl.
New York, New York 10025
Richard L. Campbell                       10,000                         22%                             *
407 East Grand River
Brighton, Michigan 48116
</TABLE>

- ------------
* Less than 1%.

FEES AND EXPENSES

         Pursuant to the terms of the Merger Agreement, CyBear and 1997 Corp.
are each to bear their own costs and expenses incurred in connection with the
Merger. Since the only funds available to 1997 Corp. are the $150,000 in cash
held in escrow pursuant to Rule 419, none of which may be used by either 1997
Corp. or CyBear prior to the consummation of the Merger Agreement, it is
anticipated that 1997 Corp. will accrue liabilities on its financial statements
which will be paid after the closing of the Merger.

   
         The Merger Agreement provides that Andrx is obligated to pay 1997 Corp.
a $50,000 termination fee if the Merger is not consummated by October 15, 1997
for any reason other than the failure of 1997 Corp. shareholders to approve the
Merger or a material breach of te Merger Agreement by 1997 Corp. 1997 Corp. has
extended this condition through October 27,1998.
    

                                       28

<PAGE>

RECOMMENDATION BY THE BOARD OF DIRECTORS OF 1997 CORP.

         The Board of Directors of 1997 Corp. approved the Merger Agreement as
of May 15, 1998 and recommends that the public investors confirm their
investment in 1997 Corp.


                             RECONFIRMATION OFFERING

RECONFIRMATION OFFERING

         The Public Investors have the opportunity to confirm or disaffirm their
investment in 1997 Corp. pursuant to the following conditions required by Rule
419:

         1. Each Public Investor whose securities are held in the Rule 419
Escrow shall receive a copy of this Prospectus within five business days of the
effective date of this Prospectus;

         2. Each Public Investor will have no fewer than 20 business days from
the effective date of this Prospectus to notify 1997 Corp. in writing that the
Public Investor elects to remain an investor;

         3. If 1997 Corp. does not receive written notification from any
investor within 45 business days following the effective date of this
Prospectus, the pro-rata portion of the Deposited Funds (and any related
interest or dividends) held in the Rule 419 Escrow on such Public Investor's
behalf will be returned to the Public Investor within five business days by
first class mail or other equally prompt means;

         4. The acquisition will be consummated only if a minimum number of
Public Investors representing 80% of the maximum Offering proceeds ($120,000)
elect to reconfirm their investments;

   
         5. If a consummated acquisition(s) has not occurred by October 27,
1998, the Deposited Funds held in the Rule 419 Escrow shall be returned to all
of the Public Investors on a pro-rata basis within five business days by first
class mail or other equally prompt means; and
    

         6. Public Investors who receive their pro-rata portion of the Deposited
Funds will also receive their pro-rata portion of their accrued dividends and
interest. Public Investors who elect to remain investors will not receive any
interest when their pro-rata portion of the Deposited Funds is released to 1997
Corp.

                                       29

<PAGE>

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

         THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS WHICH
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" AND
ELSEWHERE IN THIS PROSPECTUS. THE FOLLOWING DISCUSSION ALSO SHOULD BE READ IN
CONJUNCTION WITH THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
THERETO INCLUDED ELSEWHERE IN THIS PROSPECTUS.

1997 CORP.

RESULTS OF OPERATIONS

         1997 Corp.'s public offering was declared effective on June 16, 1997.
1997 Corp. offered a total of 30,000 shares of Common Stock (par value $.001 per
share) at an offering price of $5.00 per Share, for an aggregate $150,000. On
September 16, 1997 Corp. closed on 30,000 Shares for a total gross proceeds of
$150,000. Pursuant to Rule 419 of the Securities Act of 1933, net proceeds of
$150,000 together with all securities issued are being held in escrow pending
the consummation of an acquisition or merger.

         After the closing of the Merger, the business of 1997 Corp. will
consist of owning and operating CyBear. The resources of 1997 Corp. will be made
available to CyBear for its business. The combined cash resources of CyBear and
1997 Corp. will not be sufficient to fully develop and market its products and
services. Therefore, 1997 Corp. will be required to obtain additional financing
about which no assurance can be given.

   
         As of December 31, 1997, 1997 Corp. had incurred approximately $20,000
of costs associated with the formation and capitalization of 1997 Corp. of which
$14,950 were capitalized. The founding shareholders of 1997 Corp., who hold
15,000 of the 45,000 shares presently outstanding, funded these costs. 1997
Corp. will use the net proceeds from the previous offering principally in
connection with effecting a Business Combination, and structuring and
consummating a Business Combination (including possible payment of finder's fees
or other compensation to persons or entities which provide assistance or
services 1997 Corp.). 1997 Corp. does not have discretionary access to the
income on the monies in the escrow account and stockholders of 1997 Corp. will
not receive any distribution of the income (except in connection with a
liquidation of 1997 Corp.) or have any ability to direct the use or distribution
of such income. Thus, such income will cause the amount in escrow to increase.
1997 Corp. cannot use the escrowed amounts to pay the costs of evaluating
potential Business Combinations. As Common Stock will be used as consideration
to effect the Merger, the balance of the net proceeds from the offering not
theretofore expended will be used to finance the operations of CyBear after the
Merger. No cash compensation will be paid to any officer or director in their
capacities as such. Further, such persons will resign as officers of 1997 Corp.
upon the closing of the Merger.
    

                                       30

<PAGE>

   
         At June 30, 1998, 1997 Corp.'s current assets were $173,766, while
current liabilities were $31,817.
    


CYBEAR

INTRODUCTION

         CyBear, a Florida corporation in the development stage, was
incorporated on February 5, 1997. CyBear, Inc. is a 99% owned subsidiary of
Andrx. CyBear is developing a suite of Internet-based productivity and
communication networks for the healthcare industry, including private
communication networks among healthcare providers, the provision of Internet
services, and electronic management tools for prescriptions, patient referrals,
hospital admissions, and other healthcare related activities. To date, the
Company's principal activities have consisted of developing its products and
providing software development services to Andrx.

   
         From inception through June 30, 1998, CyBear incurred a net loss of
$2,969,275 and has been dependent upon funding from Andrx. Management
anticipates incurring additional net losses for the foreseeable future, as the
Company continues to expend substantial resources to build its infrastructure,
develop its products and build its sales and marketing and administrative
organizations. Andrx is committed to the required funding of CyBear's future
operations until CyBear is able to raise capital from third parties or the next
12 months, whichever is earlier. The Company has not yet completed third-party
testing of the basic connectivity product platform or the development or testing
of certain system enhancements. The Company will be required to commit
considerable time, effort and resources to finalize such development and adapt
its software to satisfy specific requirements of potential customers. CyBear's
planned ISP is still under development and is expected to be introduced in the
first quarter of 1999. There can be no assurance that CyBear will successfully
develop its products, achieve or sustain profitability or positive cash flow
from its operations.
    

         The Company's strategy is to rapidly develop a broad customer base and
a source of revenue by marketing a healthcare ISP. This product will provide a
one-stop location on the Internet for the healthcare community to locate
relevant news, healthcare related information and customizable features unique
to each user. It will also provide a base for the marketing of CyBear's software
productivity applications to the healthcare industry.

   
         The Company's software applications will establish connectivity between
and among physicians, pharmacies, labs, hospitals, MCOs and Payors. In parallel
with the introduction of its ISP service, CyBear will be marketing and
installing its electronic prescription management product. This product
automates and regulates the flow of electronic prescription information from
physician to pharmacy to MCO instead of by paper. It features formulary
compliance, prospective drug utilization review and electronic prescription
transmittal. CyBear will follow its introduction of the electronic prescription
management product with scheduled releases of its patient referral, lab test
submission and reporting, hospital admission, and other healthcare related
software applications.
    

                                       31

<PAGE>

         Management anticipates introducing its ISP and its electronic
prescription management product in 1999. In addition, the Company intends to
start building its sales and marketing and administrative organizations and
build network operations capacity to support the provision of its expected
services.

   
         With respect to the ISP, CyBear expects that it will provide access to
the ISP to physicians through PPMs and MCOs and that its revenue will be
generated through connection fees, advertising by pharmaceutical companies and
other suppliers of medical products and by content providers such as insurance
companies, medical publications and journals. With respect to its connectivity
products, CyBear's customers are expected to be pharmacies and MCOs and that the
primary source of revenues will be transaction fees for the electronic
transmission of prescriptions.
    

         The market for the Company's services and products has only recently
begun to develop, is rapidly evolving and is characterized by an increasing
number of market entrants. The Company and its prospects must be considered in
light of the risks, expenses and difficulties frequently encountered by
companies in the new and rapidly evolving market for Internet services and
products. To address these risks, the Company must, among other things, continue
to attract, retain and motivate qualified persons, and continue to upgrade its
technologies and services.

RESULTS OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION) TO DECEMBER 31, 1997

         Revenues were $95,927 and consisted of software development services
rendered to Andrx. The Company does not anticipate generating any substantial
revenues in 1998.

         Operating expenses were $1,626,276 and consisted of $1,502,370 in
software development costs and $123,906 in general and administrative expenses.
Software development costs include outside consultant fees, payroll, benefits
and housing expenses of employees involved in the creation, design and
development of the Company's products and the product developed for Andrx.
General and administrative expenses consist mainly of services provided by Andrx
such as executive management, accounting and finance, legal, payroll and human
resources. The Company and Andrx have a corporate services agreement whereby
Andrx provides the Company with office space and various services of its
management such as executive management, accounting and finance, legal, payroll
and human resources.

         Interest expense was $28,220 and represents interest on advances from
Andrx to fund CyBear's operations. Such advances bear interest at prime (8.5% at
June 30, 1998) plus1/2%.

         The Company was not required to provide for federal or state income
taxes due to its net losses. Under the provisions of SFAS No. 109, the Company
has provided a valuation allowance to reserve against 100% of its net operating
loss carryforwards. CyBear's taxable results are included in the consolidated
income tax return of Andrx. The Company and Andrx have a tax allocation
agreement that provides, among other things, for the allocation of federal
income tax liabilities to the Company at the approximate amounts that would have
been computed as if the Company had filed separate tax returns.

   
FOR THE SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO THE PERIOD FROM FEBRUARY 5,
1997 (INCEPTION) TO JUNE 30, 1997

         CyBear had no revenues for the six months ended June 30, 1998. Revenues
were $79,684 for the period from February 5, 1997 (inception) to June 30, 1997
and consisted of software development services rendered to Andrx.
    

                                       32

<PAGE>

   
         Operating expenses were $1,331,058 for the six months ended June 30,
1998 and consisted of $950,287 in software development costs and $380,771 in
general and administrative expenses. Operating expenses were $618,506 for the
period from February 5, 1997 (inception) to June 30, 1997 and consisted of
$568,506 of software development costs and $50,000 of general and administrative
expenses.

         Interest expense was $79,648 for the six months ended June 30, 1998.
Interest expense was $463 in the period from February 5, 1997 (inception) to
June 30, 1997. Interest expense represents interest on advances from Andrx to
fund CyBear's operations.
    

         The Company was not required to provide for federal or state income
taxes due to its net losses.

LIQUIDITY AND CAPITAL RESOURCES

   
         From February 5, 1997 (inception) through June 30, 1998, the Company
has incurred a net loss of $2,969,275 and has been dependent upon funding from
Andrx. As of June 30, 1998, CyBear owed Andrx $2,684,898. As of June 30, 1998,
the Company had $4,678 in cash and a working capital deficit of $2,880,003.

         Net cash used in operating activities from February 5, 1997 (inception)
through June 30, 1998 was $2,674,224 and was primarily attributable to CyBear's
loss from operations offset by accounts payable and accrued payroll and employee
benefits.

         Net cash used in investing activities from February 5, 1997 (inception)
through June 30, 1998 was $535,996. The Company invested $375,996 in capital
expenditures consisting mainly of computer hardware and software used in the
development of its products. In addition, the Company has entered into an
agreement with a third party to license the use of their software to be utilized
in its Internet-based software applications at a minimum of 600 customer sites
for an unlimited period of time. The Company purchased this license for
$160,000.

         Net cash provided by financing activities from February 5, 1997
(inception) through June 30, 1998 was $3,214,898 and consisted of proceeds from
issuance of shares of the Company's stock and funding from Andrx. In February
1997, the Company issued 12,870,000 shares of common stock to Andrx for an
aggregate amount of $500,000 and 130,000 shares of convertible preferred stock
for a promissory note of $30,000. The promissory note was paid in full and the
preferred stock was converted into 130,000 shares of common stock. In addition,
the Company received advances of $2,577,029 from Andrx to fund its operations.
The advances bear interest at prime (8.5% at June 30, 1998) plus 1/2% and will
be contributed as additional paid-in capital to the Company upon consummation of
certain transactions, including but not limited to, a merger.

         Andrx and CyBear have entered into a credit agreement with respect to
Andrx's funding obligations to CyBear. The credit agreement provides that Andrx
will continue to fund CyBear's operations until CyBear is in a position to raise
at least $4,000,000 on its own (whether through debt or equity) or 12 months
from the consummation of the Merger, whichever date is earlier (the "Maturity
Date"). To satisfy the condition contained in the Merger Agreement, the credit
agreement requires Andrx to fund $3,000,000 on Cybear's demand. Interest will
accrue on the unpaid principal amount from the date of borrowing until the
principal amount is repaid in full, at an annual interest rate equal to the
prime rate plus 1/2%. The principal amount and all interest thereon will be paid
to Andrx on the Maturity Date or at such other time and manner as the parties
hereto agree, in writing.

         On March 18, 1998, Andrx received a letter from counsel for Medix
Resources, Inc. ("Medix") and its subsidiary, Cymedix Lynx Corporation
("Cymedix") alleging the theft and unlawful appropriation by Andrx, the Company,
and certain directors, officers and employees of the Company and Andrx of
certain computer medical software and internet medical communications technology
allegedly owned by Cymedix. The letter demands trebled damages totaling $396.6
million pursuant to the civil theft provisions of

                                       33

<PAGE>

Florida law, and also alleges claims under Florida's Racketeer Influenced and
Corrupt Organization Act and certain other provisions of federal and state law.
The Company and Andrx believe that Medix's and Cymedix's accusations and
threatened claims have no basis in substantial fact or legal support and on
March 23, 1998, the Company and Andrx filed a complaint against Medix and
Cymedix in Broward County Circuit Court for libel and slander arising from the
improper public dissemination of the contents of the aforesaid demand letter
with respect to each of the matters set forth in the aforesaid demand letter.
Issue has been joined and the parties have commenced discovery proceedings. The
Company and Andrx intend to vigorously prosecute their complaints, which seeks
damages, costs, interest and attorneys' fees. On June 2, 1998 Medix, on behalf
of Cymedix, filed a complaint against the Company, Andrx and certain Company and
CyBear directors, officers and employees in Hillsborough County Circuit Court,
alleging the theft and unlawful appropriation of Cymedix' computer medical
software for remote online healthcare Providers and Cymedix' Internet medical
communications technology allegedly owned by Cymedix. Cymedix is seeking treble
damages totaling $396 million. The Company and Andrx have moved in the Broward
County Circuit Court, where the defamation suit is pending, to enjoin Medix and
Cymedix from prosecuting their Hillsborough County suit on the ground that the
allegations of their complaint in that suit are in the nature of a compulsory
counterclaim that should be asserted, if at all, in the previously filed
defamation suit. In addition, the Company and Andrx have moved in the
Hillsborough County Circuit Court for an order dismissing the Medix/Cymedix
complaint for legal insufficiency, or alternatively, transferring the suit to
the Broward County Circuit Court. The Hillsborough County Circuit Court has
deferred ruling on this motion until after the court before whom the defamation
suit is pending renders a decision on the motion by CyBear and Andrx to
enjoin Medix and Cymedix from prosecuting their Hillsborough County action.
CyBear and Andrx believe that Cymedix's suit has no basis in substantial fact or
legal support and is without merit, and intend to vigorously defend themselves
against these claims. Accordingly, CyBear and Andrx believe that the
outcome of this lawsuit will not be material to their results of operations and
financial positions. However, there can be no assurance that CyBear will prevail
in this litigation or that an adverse outcome would not have a material adverse
effect on CyBear.
    

         From time-to-time, the Company may be involved in litigation relating
to claims arising out of its operations in the normal course of business. The
Company is not currently a party to any other legal proceeding the adverse
outcome of which, individually or in the aggregate, could reasonably be expected
to have a material adverse effect on the Company's business, operating results
and financial condition.

   
         The Company anticipates that its cash requirements will continue to
increase as it continues to expend substantial resources to build its
infrastructure, develop its products and establish its sales and marketing,
network operations and administrative organizations. Andrx is committed to the
required funding of the Company's operations until the Company is able to raise
capital from third parties or the next twelve months. Since February 5, 1997
(inception) through June 30, 1998, CyBear has been dependent upon funding from
Andrx. As of June 30, 1998, CyBear owed Andrx $2,684,898. CyBear had no revenues
for the six months ended June 30, 1998 and does not anticipate generating any
substantial revenue in 1998. In September 1998, Andrx agreed to provide CyBear
with $3,000,000 of cash through a loan prior to the consummation of the Merger.
It is anticipated that such amount will be sufficient to fund CyBear's
operations into the first quarter of 1999. Substantially all of such funds will
be used for product development and marketing. CyBear currently anticipates that
its available cash resources and available funding from Andrx will be sufficient
to meet its presently anticipated working capital and capital expenditure
requirements for at least the next 12 months. However, in order to support more
rapid expansion, develop new or enhanced services and products, respond to
competitive pressures, acquire complementary businesses or technologies or take
advantage of unanticipated opportunities, the Company may need to raise
additional funds. Additional funding may not be available when required or may
not be available on terms favorable to the Company, if at all. Based on Andrx's
most recent financial statements, CyBear believes that Andrx currently has the
resources to fund CyBear's cash requirements for at least the next 12 months.
    

YEAR 2000

         Many existing computer programs use only two digits to identify a year.
These programs were designed and developed without considering the impact of the
upcoming change in the century. If not corrected, many computer software
applications could fail or create erroneous results by, at or beyond the year
2000 (the "Year 2000 Phenomenon"). The Company utilizes software, computer
technology and other services provided by third-party vendors that may not be
Year 2000 Phenomenon ready. The Company may also be indirectly dependent on the
institutions involved in processing the Company's members' credit card payments
for the Company's services. The Company is currently assessing the Year 2000
Phenomenon readiness of its third-party supplied software, computer technology
and other services. Based upon the results of this assessment, the Company will
develop and implement, if necessary, a remediation plan with respect to
third-party software, computer technology and services which may fail to be Year
2000 Phenomenon ready. The Company has assessed its proprietary software and
systems and has determined them to be Year 2000 Phenomenon ready. Management
anticipates that the Company's systems, including components thereof provided by
third-party vendors, will be Year 2000 Phenomenon ready by 2000. At this time,
the expenses associated with this assessment and potential remediation plan
cannot presently be determined. The

                                       34

<PAGE>

failure of the software and computing systems of the Company and its third-party
vendors to be Year 2000 Phenomenon ready could have material adverse effect on
the Company.

NEW ACCOUNTING PRONOUNCEMENTS

         Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income", was issued by the Financial Accounting
Standards Board ("FASB") in June 1997. This Statement requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. The Company has adopted the
provisions of SFAS No. 130 beginning January 1, 1998, as required. CyBear's
comprehensive losses and net losses are the same for all periods presented.

         SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information", was issued by the FASB in June 1997. This Statement establishes
standards for reporting information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company will adopt the provisions of
SFAS No. 131 for the year ending December 31, 1998, as required. Adoption of
this standard will not have a material impact on the Company's existing
reporting disclosures.

         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued by the FASB in June 1998. SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS No. 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement, and
requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting.

         SFAS No. 133 is effective for fiscal years beginning after June 15,
1999. A company may also implement the provision of SFAS No. 133 as of the
beginning of any fiscal quarter after issuance (that is, fiscal quarters
beginning June 16, 1998 and thereafter). SFAS No. 133 cannot be applied
retroactively. SFAS No. 133 must be applied to (a) derivative instruments and
(b) certain derivative instruments embedded in hybrid contracts that were
issued, acquired, or substantively modified after December 31, 1997 (and, at the
Company's election, before January 1, 1998).

   
         CyBear has not yet quantified the impact of adopting SFAS No. 133 on
its financial statements and has not determined the timing of or method of its
adoption of SFAS No. 133.
    

                                       35


<PAGE>

                                    BUSINESS

1997 CORP.

         1997 Corp. was organized under the laws of the State of Delaware on
March 17, 1997. 1997 Corp. was formed to serve as a vehicle to effect a Business
Combination with a Target Business. The business objective of 1997 Corp. is to
effect a Business Combination with a Target Business which 1997 Corp. believes
has significant growth potential. 1997 Corp. intends to utilize the net proceeds
of the Offering (as defined herein), equity securities, debt securities, bank
and other borrowing or a combination thereof in effecting a Business Combination
with an operating business. 1997 Corp. is a development stage company with no
operating history and has not engaged in any business activities, other than to
seek out and investigate other businesses for a potential Businesses
Combination.


         On June 16, 1997, 1997 Corp. commenced a "blank check" offering
pursuant to Rule 419. The Offering generated $150,000 in net proceeds from the
sale of 30,000 shares of Common Stock to 131 Public Investors in the Offering.
Pursuant to Rule 419, the net proceeds from the Offering if $150,000 (the
offering expenses were paid from the funds provided by the purchase of the
15,000 restricted shares of Common Stock), the 15,000 restricted shares of
common stock, and 30,000 Shares purchased by the Public Investors are being held
in the Rule 419 Escrow until:

         1. 1997 Corp. has executed an agreement for the acquisition of a Target
Business for which the Fair Market Value of the Target Business, as determined
by 1997 Corp., represents at least 80% of the maximum Offering Proceeds
($120,000) and has filed the a Post-Effective Amendment making a reconfirmation
offer to the Public Investors;

         2. The Post-Effective Amendment has been declared effective and at
least 80% of the non-affiliated Public Investors have reconfirmed their
investment; and

         3. The acquisition of a Target Business with a Fair Market Value of at
least 80% of the maximum offering proceeds ($120,000) has been approved by 51%
of the shares of Common Stock with CyBear purchased in the Offering and has been
consummated.

         In furtherance of satisfying the conditions to release the Deposited
Funds and the Deposited Shares from the Rule 419 Escrow, 1997 Corp. has entered
into a Merger Agreement (as defined herein) and has filed a Post-Effective
Amendment, of which this Prospectus is a part, with the SEC which became
effective as of the date of this Prospectus.

         The purpose of this Prospectus is to provide the Public Investors with
information regarding the Merger Agreement so that they may decide if they wish
to reconfirm their investments in shares of 1997 Corp.

         1997 Corp.'s principal executive offices are located at the offices of
its President, Judith S. Haselton, 315 West 106th Street, 4th Floor, New York,
New York 10025. Its telephone number is (212) 678-6231.

                                       36

<PAGE>

CYBEAR

OVERVIEW

         CyBear, Inc. is a healthcare communications technology company formed
by Andrx to develop technology and products that will address the growing
communication and information problems within the Healthcare Community.

         The Company believes that most sectors of the healthcare industry have
generally failed to adequately invest the resources to upgrade their information
systems to support the requirements of the explosive growth of managed care.
Many parts of the healthcare industry are still reliant on the communication
structure necessary to support the information requirements of the vanishing
fee-for-service model. That system was functional for billing and reimbursement
but has little application for the requirements of managed care.

   
         The Healthcare Community, which is attempting to both reduce the costs
of healthcare and improve the provision of healthcare, requires greater and more
timely information to achieve these objectives. Currently, the many components
of the Healthcare Delivery System operate independently with limited ability to
communicate the information they have obtained or produced to the other
components within the system. Instead, Providers are forced to communicate using
paper and telephone, which is inefficient, costly and error-prone. While each
component is computerized, limited progress has been made towards connecting the
healthcare components together so that they can electronically communicate with
each other in a convenient, secure and effective manner ("Universal
Connectivity").

         Universal connectivity, as envisioned by CyBear, is more than an E-mail
system that allows one user to select files that it wants to attach and forward
to the other users of the system. Rather, it is a system that allows the
information in that selected file to be downloaded directly into that user's
computer systems in a usable format. Universal Connectivity allows Providers to
electronically communicate with their contracted physician or provider networks
and thereby collect patient information at the point of care, track physician
activities and patterns, identify trends and issues that affect the critical
components of managed care -- such as quality, cost, outcomes, variability and
patient satisfaction -- intervene at the point of care in order to facilitate
Prospective Utilization Review, and assist their member physicians with real
time clinical solutions.

         The CyBear system has been designed to satisfy managed care's demand
for a cost effective solution to the communication and information system
dilemma. CyBear is developing a software product to bridge the communication
chasm between and among Providers and Payors within the managed care chain. The
CyBear system will provide on-line real time communication among MCOs,
physicians, pharmacies, labs, hospitals and other healthcare providers, an
objective within healthcare for more than a decade. The attainment of that
objective is anticipated to provide operating efficiencies, overhead reductions,
cost relief and improved patient care for each of the interrelated Payors and
Providers. The CyBear system intends to capitalize on the development and
emergence of Internet technologies to merge disparate computer platforms. It
employs the power of Universal Connectivity to create a "virtual private
network" to electronically link all network routers efficiently and effectively.

         The CyBear system will enable healthcare providers to communicate with
one another through the Internet and secure intranets. This will be accomplished
by marketing a healthcare ISP called CyBearNet. CyBearNet will provide the
platform for connectivity and broadcast communications, while providing a
one-stop location on the Internet for the healthcare community to locate news
and information essential to today's healthcare

                                       37

<PAGE>

environment. CyBearNet will also provide a broad base for the marketing of
CyBear's software applications.
    

         The ISP service is expected to begin in 1999. The Company will complete
beta testing of its connectivity product with a target of commercial
introduction in 1999.

         The Company believes that there is a significant synergy between
CyBearNet, its ISP service, and its connectivity/management applications. The
ISP service will help to establish Internet connectivity for and between
physicians, pharmacies and other related parties in the Healthcare Community.
This link will be through a common service provider, CyBear, which will provide
a broad base of healthcare news and information along with other content.
Utilizing this connectivity, while providing its customer base with a reliable
source of information, will allow CyBear to demonstrate its expertise in using
the Internet to enhance the healthcare experience for Providers.

         A natural progression from the ISP service is the automation of the
paper-based communication that exists within healthcare. CyBear will be able to
introduce its connectivity/management applications as a further enhancement to
the ISP service already being provided. The Company's management applications
are not reliant upon the ISP service but can integrate with it to disseminate
reports and real time management information.

EXISTING HEALTHCARE COMMUNICATION SYSTEM

         The current methods of communication between and among healthcare
Payors and Providers are those inherited from the fee-for-service system. Under
that system, the patient visited a healthcare provider, the provider
subjectively calculated the value of the services it furnished, and presented
its bill, which the insurance carrier paid. This system required little if any
justification of fees, monitoring of costs or sharing of information, and the
only communication tools needed were the mail and, to a certain extent, the
telephone. This fee-for-service system was highly functional and helped
establish a sophisticated, top quality delivery system for health services. It
also presented a continuous escalation of cost that could no longer be
supported.

         Driven by demand from employers and government for a more financially
responsible healthcare system, MCOs emerged as the most effective method of
controlling the spiraling costs of healthcare and maintaining the same high
standards of care. During the last decade, MCOs have leaped from relative
obscurity to a dominant position in the provision of healthcare services.
Combined, HMOs and PPOs now provide healthcare benefit coverage for nearly 150
million Americans.

         The average MCO establishes provider agreements with thousands of
physicians and hundreds of hospitals, labs, mental health facilities, vision
centers, and pharmacies. Using that provider network, MCOs then contract with
employers, government agencies, insurance carriers and individuals to provide
their members, employees and participants with a menu of healthcare benefits.
Under this healthcare structure, MCOs must manage and monitor each member who
enters its system, maintain the integrity and quality of its provider network,
and manage the cost effectiveness of the services it provides. These objectives
require the MCO to satisfy the patients expectation of equal or improved
provision of care, and its clients expectation of continued cost effectiveness,
while

                                       38

<PAGE>

generating a profit for its investors. Unfortunately, the methods and modes of
communication currently used in the healthcare industry hinder the MCOs ability
to successfully manage these divergent objectives.

         Healthcare has consistently lagged behind the rest of the business
world in the use of electronic communication, and is one of the last remaining
industries that remains dependent on paper communication. The information
systems employed to support and maintain complex healthcare structures have
failed to progress with managed care's growth explosion and its corresponding
information requirements. As a result, all healthcare participants typically
remain reliant upon the processing and communication structure that was in place
under the fee-for-service paradigm.

   
         Healthcare's paper dependence dilemma is perhaps best demonstrated by
the current mode of prescription writing and dispensing. MCOs typically supply
their network physicians with paperback books ("formularies") that advise their
physicians which medications are included within the patient's benefit plan.
Since the formulary for each benefit plan is different, and contains over 1,300
prescriptions on average, compliance with the multiple formularies has become
nearly impossible and is generally ignored. 
    

         Instead, the physician issues a prescription to the patient, which is
then carried or faxed to a pharmacy - that may or may not have the patient's
complete prescription history on file - for filling and dispensing. In some
instances, the prescription is filled without any communication between
pharmacist, physician and MCO, and insurance coverage, adverse drug
interactions, duplicate therapies and other potential interactions are reviewed
retrospectively, if at all. In a growing number of instances, however, the
pharmacy needs to contact the patient's MCO or pharmacy benefit manager ("PBM")
to determine whether that prescription is proper under the patients benefit
plan. When communication does take place, and the prescription is rejected or
the MCO or PBM indicates an adverse interaction, the pharmacist must then phone
the physician or send the patient back to the physician.

         This system is a legacy of the fee-for-service reimbursement program.
The transaction is awkward, time consuming, inefficient and unresponsive to each
patient's needs. It also burdens the pharmacy and the physician with hours of
daily wasted phone time and bogs down the system. Most importantly, it fails to
provide the physician with the information to thoroughly research the patient's
drug history or the most viable specific course of drug therapy, thereby
increasing the cost to the MCO, through unnecessary complications or hospital
admissions.

         While many Providers and Payors have become at least partially
computerized, little progress had been made towards achieving a computer system
that can provide Universal Connectivity between and among all of the computers
in the Healthcare Delivery System. The linkage of existing computer technologies
has been hindered by a variety of factors, including the high cost of
technology, limitations of existing information systems and the incompatibility
of the operating platforms used by each separate Provider and Payor.

                                       39

<PAGE>

HEALTHCARE INFORMATION TECHNOLOGY TRENDS

         Healthcare expenditures in the United States exceeded a trillion
dollars in 1996 or approximately 14% of the Gross Domestic Product. Until
recently, however, healthcare significantly trailed the rest of American
industry in expenditures on information technology. Healthcare organizations
have been allocating as little as 1% of operating budgets for information system
investment. That compares with 4% for manufacturing, 7% for insurance and 12%
for banking.

         The information revolution, together with the recent forces of
healthcare reform, the rapid growth and pervasiveness of managed care plans and
capitation have created an awareness of the need to re-engineer and automate the
many processes that were previously paper driven. Some Payors and Providers are
currently attempting to apply computer technology to the task of transmitting
digitized, multi-media medical information across nationwide electronic
networks. Most, however, continue to function within the limitations of their
existing technology. Even MCOs have been slow to transition from many manual
functions to an electronic exchange of data. Most MCOs have adopted information
systems for data delivery among Payors, Providers and employers but as of 1996,
it was estimated that only 14% of these systems can interface with physicians
and hospitals and less than 17% have automated any areas of clinical practice.

         Early healthcare information systems were mainframe designs focused on
administrative and financial functions such as charge capture and account
receivable management. Created for the fee-for-service model, these systems were
activity based and focused on revenue maximization. Managed care requires a
system that can gather and manage information in order to achieve cost
reduction. That system will be able to track physician activities and patterns,
identify trends and issues that affect the critical components of managed care
- -- such as quality, cost, outcome, variability and patient satisfaction -- and
will be able to provide clinically-based and patient-focused support solutions.
Innovative systems will empower intervention at the point-of-care with
Prospective Utilization Review ("PUR") and timely receipt of patient data to
assist the physician with real time clinical solutions.

         Managed care has forced a new economic reality on the practicing
physician. Of the over 400,000 office-based physicians, approximately 65% have
computerized a portion of the financial and administrative aspects of their
practice, employing primarily PC-based commercial turnkey systems. Less than 10%
of the non-group physicians (less than 3 doctors per practice) are using
computer-based patient records and even fewer are connected to other physicians,
hospitals, labs or MCOs. Larger physician group practices have made some
strides, however, as approximately 24% have computerized some or all of their
patient's clinical records. In order to continue to be competitive in the
environment of managed care and capitation, a physician increasingly needs rapid
on-line access to the patient's clinical and financial information.

         Pressures to contain costs and improve quality of care are driving
demand for connectivity and interactive communication systems in the healthcare
industry. Managed care's continued explosive growth is rendering existing
healthcare information systems obsolete.

                                       40

<PAGE>

THE CYBEAR SOLUTION

   
         CyBear products have been designed to provide the Healthcare Community
with a presence on the Internet, through CyBearNet, and will enable them to
communicate with the other members of that community. Combined with CyBear's
connectivity/management applications, which will allow for the real time
electronic interchange of data between different healthcare information systems,
the CyBear system is an integrated solution, capable of releasing the free flow
of information between physicians, pharmacies, labs, hospitals and other
healthcare providers.
    

CYBEARNET INTERNET SERVICE PROVIDER

         CyBear's goal is to have CyBearNet become the most widely used and
recognized ISP for the Healthcare Community. The Company's strategy is to
provide significant value to the Healthcare Community by having the CyBearNet
ISP provide the following features:

A high speed Internet connection that can ensure users the highest connection
speed possible.

/bullet/ A customizable home page tailored to each healthcare provider, that can
         provide desirable information to the user and web site communication to
         their patients and customers. The information on CyBearNet will be
         designed to assist the healthcare provider in meeting the demands of
         today's healthcare environment, both personally and professionally.
         CyBearNet will simplify and organize the user's search for that
         information. The Company believes that many healthcare Providers are
         frustrated by the presentation of information from numerous sources and
         the CyBearNet ISP will be designed in a manner that will be intuitive,
         simple and targeted for the healthcare user.

/bullet/ As the content presented on CyBearNet may impact healthcare decisions,
         CyBearNet is intended to be viewed by its users with the same level of
         confidence that physicians view healthcare journals. Accordingly,
         CyBearNet will only accept content from trusted partners who can
         validate the quality of the information sources used. Customers are
         intended to view CyBearNet as offering the highest level of quality,
         reliability and trust.

/bullet/ CyBear intends to make CyBearNet the primary service that users will
         access from their computer and will be the gateway to the rest of the
         Internet. CyBearNet will offer many of the same services found on other
         commercially available ISP's such as general news, sports scores,
         financial information and entertainment, but its focus will the quality
         of its healthcare content designed to improve the delivery of care.

   
         A secondary benefit of the ISP strategy is that CyBearNet will open the
door for future deployment of the other CyBear connectivity products. CyBear
intends to market its connectivity products to users of CyBearNet.
    

                                       41

<PAGE>

         While the level and depth of content information will evolve based on
the needs of our customers, there will be at least three general content areas
on CyBearNet: (1) general healthcare information; (2) healthcare business
information; and (3) lifestyle information. This information will be easily
selected by the user, and the user will be able to customize the content of
their site so that it fits their personal and professional profile. Content will
be accessed via a static set of "channel" buttons that are always visible.

         Each of these channels will provide specific services and content, and
the user will be able to customize each channel to reflect their desired
content, such as to reflect a user's particular specialty, like cardiology,
pediatrics or urology. This customization will also be reflected on the banner
advertising that appears on that user's screen. The user will also have the
option of purchasing certain services on a per-use basis, such as credentialing,
continuing education and literature to be downloaded.

   
         CyBearNet is still under development by CyBear's in-house development
team and the outside consultants and is expected to be completed and released in
early 1999. CyBear is also negotiating with all of its intended initial content
providers, including news sources, credentialing organizations, insurance
providers and information providers, and expects that it will be able to secure
agreements with these providers by the end of 1998, although there can be no
assurance that it will enter into any such agreements or that they will be on
favorable terms.

         CyBear is also negotiating agreements with several organizations
pursuant to which those organizations will recommend or require their physician
membership to either purchase or utilize CyBearNet and later, CyBear's
applications.

         Assuming that it has completed development, and acquired sufficient
content and users, CyBear expects to commence its marketing of CyBearNet in the
first quarter of 1999. Like other ISPs, CyBear will enroll users at little or no
initial charge. Instead, users will pay a monthly connection fee by the network
interface (i.e., AT&T, MCI or other similar company) with whom CyBear has
contracted, and that organization will pay CyBear a portion of that monthly fee.
CyBear also expects to realize revenues from the sale of advertising on
CyBearNet to pharmaceutical and medical product and service companies, and from
fees charged to content providers. CyBear expects to begin recognizing revenues
in the first quarter of 1999, but there can be no assurance as to the timing or
amount of such revenues.
    

CONNECTIVITY PRODUCTS

   
         CyBear is also developing connectivity products and applications that
provide electronic connectivity between and among physicians, pharmacies, labs,
hospitals, MCOs and other healthcare providers. The CyBear system is designed to
provide on-line real time communication and data interchange between the members
of the Healthcare Community, notwithstanding their different information
systems. These software products are designed to assist HealthCare Providers to
achieve operating efficiencies, overhead reduction, cost relief and improved
provision of patient care. CyBear's goal is to emerge as a leader in healthcare
communication technology through the successful introduction of its product
system, which resolves the current communication dilemma. It overcomes
information system interface barriers by capitalizing on the development and
emergence of Internet technology to link disparate computer platforms and allow
real time communication between operating systems. CyBear expects to complete
the initial version of CyBear Rx, its first connectivity product, and to
commence a beta test thereof in the fourth quarter of 1998. This test will
utilize a limited number of physicians who are members of large HMOs or PPMs and
several affiliated pharmacies, and is expected to last three to six months. If
the beta test is successful, of which there can be no assurance, CyBear will
commence a controlled release of the first commercial version to additional
physicians affiliated with those same HMOs and PPMs and pharmacies. CyBear may
start recognizing revenues from this product in late 1999 if the Beta test is
successful. There can be no assurance as to the timing or number of copies of
this software that will be installed by potential users or the amount of revenue
that will be derived from this software.
    

         CyBear has developed a clinically driven electronic management software
system that resolves documented clinical problems within the various targeted
provider disciplines. The software will function in a secure environment on a
variety of operating platforms. Finally, CyBear will feature a decision tree
support mechanism that relies on artificial intelligence technology to
electronically assist the physician in complex patient care decisions.

   
         Implementation of its marketing strategy may allow CyBear to bypass
certain historical industry distribution obstacles. CyBear's ISP service will
provide the physicians with medical-based content as part of the base Internet
connection fee with additional, more specific content available on a
subscription basis. In parallel with the ISP service, CyBear will be marketing
and installing its first connectivity product, CyBear Rx, an Electronic
Prescription Management product, designed for use in physician office based
practices. The system automates and regulates the flow of prescription
information from physician to pharmacy to MCO. It features formulary compliance
based on managed care approved formularies, prospective Drug Utilization Review
and electronic prescription transmittal. The system prompts the physician in
product selection with generic and therapeutic substitutions, formulary
compliance and preferred product alternatives.

                                       42

<PAGE>

         CyBear intends to follow its introduction of CyBear Rx with scheduled
releases of the remaining components of its integrated software management
system: CyBear Lab, CyBear Referral, CyBear Patient Encounter and CyBear
Hospital Admissions.

         CyBear's current intention is to distribute its connectivity product
software to potential physician users at little or no cost. CyBear expects that
its primary source of revenues from these products will be transaction
transmission fees payable by pharmacies and other similar providers.
    

MARKETING

   
         CyBear intends to use managed care's demand for immediate information
access, on-line communication and control of the physician provider to market
its product system at the provider level. CyBear will focus its marketing
strategy on selected targets within the managed care arena, which will permit
the maximum product penetration with a minimum investment of resources. The
criteria for identification as primary targets include a high probability of
conversion and a high probability of successful distribution to and utilization
by the physician provider network. CyBear has recently hired a business
development team to both market the Company's products to potential customers
and users and to obtain advertising for CyBearNet.
    

         CYBEARNET. The Company has developed an ambitious strategy to utilize
both internal and external resources to develop CyBearNet into a clear and
unique brand identity. A consistent image is a key component to the success of
this strategy because of the highly competitive nature of the ISP market. The
Company believes that the marketing image combined with 'world-class' content
will, to a great extent, determine its early success or failure. In order to
accomplish the Company's ambitious market penetration objectives, CyBearNet
requires an aggressive promotional strategy that will very quickly develop a
presence for CyBearNet within the medical community.

         With over 600,000 physicians in practice, the target market is broad by
design. The Company believes that CyBearNet offers value for physicians who are
in single practices as well as the large provider organizations that are growing
to serve the needs of managed care. In order to achieve the highest possible
market penetration, early focus will be on those groups that are responsible for
large groups of physicians. A list of early targets includes PPMs, IPAs, MSOs,
large group practices and PHOs.

   
         CyBear has entered into a three year agreement with The IPA Association
of America ("TIPAAA") pursuant to which CyBear has become the preferred ISP and
Internet business applications of TIPAAA and its members and a corporate sponsor
of TIPAAA. TIPAAA has 840-member independent practice organizations (IPAs)
throughout the United States and provides services to over 250,000 physicians
that belong to those IPAs. The agreement requires CyBear to make three annual
payments of $100,000 and after the consummation of the Merger to issue an option
to purchase up to 100,000 shares of CyBear Common Stock at an exercise price of
$3.00 per share. These options will vest and become exercisable at the rate of
one share for every two TIPAAA physicians that become a CyBearNet subscriber for
at least three months by or through TIPAAA's efforts. CyBear will also provide
special promotions to TIPAAA members allowing them to obtain certain CyBearNet
subscriber services at discounted rates.

         The Company's promotional strategy is planned to include journal
advertising, Web advertising, direct mailing, trade show visibility,
telemarketing, market relationships, business partnerships and direct selling
activity. The promotional budget will be heavily weighted towards the first half
of the launch campaign in order to get the name recognition and user trials
required in this market. Media spending is anticipated to begin in the first
quarter of 1999 and ramp up quickly.
    

         CONNECTIVITY PRODUCTS. CyBear intends to capitalize on the growing,
managed care driven, consolidation of physicians and other healthcare providers
and their need for management information and point-of-care decision support to
propel acceptance at the provider level. Organizations such as PPMs, IPAs, MSOs
and PHOs are able to exert considerable influence on a core percentage of their
network physician providers, especially as they engage in managed care contracts
that include financial risk. The pursuit of capitated ,or at-risk agreements
from managed care by physicians and provider organizations is a growing trend,
with seventy eight percent (78%) of all managed care provider contracts
involving the assumption of full or partial financial risk.

                                       43

<PAGE>

         In a capitated environment, the greatest downside exposure occurs in
two areas; out of network referrals, and non-compliance with the prescription
formulary. CyBear technologies will help to manage both of these challenges at
the point-of-care, and will give the Provider some measure of "proxy" control.
Profitability in managed care is dependent upon controlling costs, while
maintaining access and quality care. This will be achievable only when reliable
data is obtainable and usable as a prospective management tool. CyBear
technologies will allow Providers to manage risk more effectively, and give
management groups the ability to both access the management information they
need and the ability to influence healthcare decision making prospectively.

   
         The CyBear system will collect therapeutic, diagnostic, referral,
prescribing, utilization, and quality data essential to the management process
as part of the normal workflow and healthcare delivery. This type of data has
significant value to a variety of potential users, including pharmaceutical
manufacturers, MCOs, PBMs, academicians, researchers, PPMs, and health care
consulting firms. CyBear, in concert with its function as a data manager and
communicator, will also act as a data warehouse, allowing for virtually
real-time analysis. This will assist healthcare organizations in managing 
successful outcomes.
    

         CyBear will also focus its marketing strategy on MCOs and selected
targets within the managed care arena, which supports the objective of maximum
product penetration with a minimum investment of resources. The criteria for
identification as primary targets include a high probability of conversion and a
high probability of successful distribution to and utilization by the physician
provider network.

   
         MCOs that contract out provision services have an immediate need for
the efficiencies that CyBear will offer to the administrative process. These
types of MCOs include Group Model, Network, and Mixed Model HMOs. In this
segment CyBear will be positioned as an alternative to redundant administrative
processes, and the manual keying of data.

         CyBear will offer pharmacy operations two important benefits; reduced
administrative cost per prescription, and access to unique data points. Since
the use of CyBear technologies will prospectively manage prescriptions for drug
utilization review and formulary edits, pharmacies will be assured of receiving
a prescription that can be reimbursed by Payors, without tying up employees with
unnecessary administrative time. In addition, pharmacies have traditionally been
limited to the data provided on a paper based prescription, such as the patient
name, possibly a diagnosis code, prescription and dosing. With CyBear, it will
be possible to provide a much broader range of statistical data, including
demographic (excluding information protected by patient confidentiality
regulations and devices), ICD-9 diagnosis code, drug utilization, patient
profiles, etc. This data will benefit the pharmacy operationally, by allowing
them to understand their market and physician utilization.

         In anticipation of the release of the CyBear connectivity products,
CyBear has begun entering into license agreements to grant access to use its
products in order to transmit or receive electronic and fax prescriptions and
related information. These agreements generally require the user to pay CyBear a
fixed fee for each transmitted prescription or referral. CyBear anticipates that
the primary source of its revenue from the connectivity products will be through
these transaction transmission fees and not from the sale or licensing of its
products.
    

                                       44

<PAGE>

DEVELOPMENT

   
         Approximately 67% of the Company's present employees are involved with
product development. The Company's development activities include new product
development, product updates and enhancement of existing products. A substantial
majority of the Company's development expenses have been incurred in connection
with new product development. CyBear currently employs a five-person project
management team and has twelve programmers. The Company's development expenses
through June 30, 1998 were approximately $2,450,000.
    

COMPETITION

   
         The Company's competitors include healthcare information companies and
large data processing and information companies. Many of these competitors have
substantial installed customer bases in the healthcare industry and the ability
to fund significant product development and acquisition efforts. The Company
believes that the principal competitive factors in its market are clinical
credibility and integrity and product innovation. These factors address both
customer needs for cost containment tools and increasing industry concerns about
quality control. Other important competitive factors include product reputation
and reliability, system features, client service, price, and the effectiveness
of marketing and sales efforts. Based on historical performance, the Company
believes it competes favorably with respect to each of these factors. However,
there can be no assurance that the Company will be competitive with respect to
any individual factor or combination thereof.
    

         The Company expects that as other competitors enter the market, there
may be downward pressure on transaction fees, particularly for CyBear Rx.

         The Company faces competition from other HCIS companies and other
specialty technology companies. Many of the Company's competitors are
significantly larger and have greater financial resources than the Company. The
area of healthcare EDI transaction networks has been targeted by many companies.
The Company is also aware that other EDI transaction processing companies have
targeted this industry as a growth market, which could in the future utilize
their networks to process electronic healthcare EDI transactions. Certain of
these companies have announced pilot programs. The Company believes that the
competition it faces and will face in the foreseeable future will be based
primarily on product/service quality, customer support and marketing. The
Company believes that its products and services are more advanced than the
competing products and services currently available because the Company's
clinical EDI products and services have been developed and enhanced through
actual utilization by physicians, pharmacies and labs over the past four years.
The Company believes that its ability to compete successfully in the HCIS market
will depend upon its ability to offer a variety of integrated products and
services and to implement sales and marketing strategies which brings its
products and services to the attention of its potential customer base.

GOVERNMENT REGULATION AND HEALTHCARE REFORM

   
         The healthcare industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operation of
healthcare organizations. The Company's products are designed to function within
the structure of the healthcare financing and reimbursement system currently
being used in the United States. During the past several years, the healthcare
industry has been subject to an increase in governmental regulation of, among
other things, reimbursement rates.

                                       45

<PAGE>

Proposals to reform the U.S. healthcare system have been and will continue to be
considered by the U.S. Congress. These programs may contain proposals to
increase governmental involvement in healthcare and otherwise change the
operating environment for the Company's potential customers. Healthcare
organizations may react to these proposals and the uncertainty surrounding such
proposals by curtailing or deferring investments, including those for the
Company's products. On the other hand, changes in the regulatory environment
have in the past increased and may continue to increase the needs of healthcare
organizations for cost-effective information management and thereby enhance the
marketability of the Company's products and services. The Company cannot predict
with any certainty what impact, if any, such proposals or healthcare reforms
might have on the Company's results of operations, financial condition and
business.

         The Company's products and services are not directly subject to
governmental regulations, although the proposed user base is subject to
extensive and frequently changing federal and state laws and regulations. A
primary feature of the Company's products and services is the ability to
electronically transmit (either by computer-to-facsimile or
computer-to-computer) prescriptions from a doctor's office to a pharmacy. The
ability of a pharmacist to fill an electronically transmitted prescription is
governed by federal and state law. The United States Drug Enforcement Agency
("DEA") oversees the handling of certain classes of drugs called "controlled
substances." The United States Congress has approved the dispensing of
prescriptions transmitted via facsimile of original, signed prescriptions for
controlled substances other than for Schedule II drugs (narcotics). Neither
Congress nor the DEA has specifically addressed electronic transmission of
computer-generated prescriptions for controlled substances. No assurance can be
given that Congress or the DEA will accept this method of transmitting
prescriptions for controlled substances in the future.
    

         Other state laws which may affect the Company's ability to market in
certain states include certain state requirements that require licensure as
either a doctor or a pharmacy in order for a third party to send or receive a
prescription. A common carrier, such as a telephone company, is often excluded
from such requirements. The Company's ability to market in such states would
depend upon each state's willingness to deem the Company to be a common carrier
of such prescriptions, the assurance of which cannot be given.

INTELLECTUAL PROPERTY

         The Company considers its methodologies, computer software and
knowledge bases to be proprietary. The Company seeks to protect its proprietary
information through nondisclosure agreements with its employees. The Company's
policy is to have employees enter into nondisclosure agreements containing
provisions prohibiting the disclosure of confidential information to anyone
outside the Company, requiring disclosure to the Company of any new ideas,
developments, discoveries or inventions conceived during employment, and
requiring assignment to the Company of proprietary rights to such matters that
are related to the Company's business.

         The Company also relies on a combination of trade secrets, copyright
and trademark laws, contractual provisions and technical measures to protect its
rights in various methodologies, systems and products and knowledge bases. The
Company believes that because of the rapid pace of technological change in the
EDI industry, trade


                                       46
<PAGE>

secret and copyright protection are less significant than factors such as the
knowledge, ability, experience and integrity of the Company's employees,
frequent product enhancements and the timeliness and quality of support
services.

   
         The Company has filed one patent application and two copyright
applications relating to its software technology and has obtained trademark
protection for the name CyBear. There can be no assurance that these or other
applications will result in issued patents or copyrights. Any infringement or
misappropriation of the Company's intellectual property rights would
disadvantage the Company in its efforts to retain and attract new customers in a
highly competitive market and could cause the Company to lose revenues or incur
substantial litigation expense.
    

         Although the Company believes that its products do not infringe on the
intellectual property rights of others, there can be no assurance that such a
claim will not be asserted against the Company in the future. If asserted, such
a claim could cause the Company to lose revenues or incur substantial litigation
expense.

LEGAL PROCEEDINGS

   
         On March 18, 1998, Andrx received a letter from counsel for Medix and
its subsidiary Cymedix alleging the theft and unlawful appropriation by the
Company, Andrx, and certain directors, officers and employees the company and of
Andrx of certain computer medical software and internet medical communications
technology allegedly owned by Cymedix. The letter demands trebled damages
totaling $396.6 million pursuant to the civil theft provisions of Florida law,
and also alleges claims under Florida's Racketeer Influenced and Corrupt
Organization Act and certain other provisions of federal and state law. The
Company and Andrx believe that Medix's and Cymedix's accusations and threatened
claims have no basis in substantial fact or legal support and on March 23, 1998,
the Company and Andrx filed a complaint against Medix and Cymedix in Broward
County Circuit Court, in a matter entitled Andrx Corporation and CyBear, Inc.
vs. Medix Resources, Inc. and Cymedix Lynx Corporation, for libel and slander
arising from the improper public dissemination of the contents of the aforesaid
demand letter with respect to each of the matters set forth in the aforesaid
demand letter. Issue has been joined and the parties have commenced discovery
proceedings. The Company and Andrx intend to vigorously prosecute their
complaint, which seeks damages, costs, interest and attorneys' fees. On June 2,
1998 Medix, on behalf of Cymedix, filed a complaint against CyBear, Andrx and
certain CyBear and Andrx directors, officers and employees in Hillsborough
County Circuit Court, in a matter entitled Medix Resources, Inc. vs. Andrx
Corporation, CyBear, Inc., Alan Cohen, Elliot Hahn and Jerry Cazzell, alleging
the theft and unlawful appropriation of Cymedix' computer medical software for
remote online healthcare Providers and Cymedix' Internet medical communications
technology allegedly owned by Cymedix. Medix is seeking treble damages totaling
$396 million. CyBear and Andrx have moved in the Broward County Circuit Court,
where the defamation suit is pending, to enjoin Medix and Cymedix from
prosecuting their Hillsborough County suit on the ground that the allegations of
their complaint in that suit are in the nature of a compulsory counterclaim that
should be asserted, if at all, in the previously filed defamation suit. In
addition, CyBear and Andrx have moved in the Hillsborough County Circuit Court
for an order dismissing the Medix/Cymedix complaint for legal insufficiency, or,
alternatively, transferring the suit to the Broward County Circuit Court. The
Hillsborough County Circuit Court has deferred ruling on this motion until after
the court before whom the defamation suit is pending renders a decision on the
motion by CyBear and Andrx to enjoin Medix and Cymedix from prosecuting their
Hillsborough County action. The Company and Andrx believe that Medix's suit has
no basis in substantial fact or legal support and is without merit, and intend
to vigorously defend themselves against these claims. Accordingly, CyBear and
Andrx believe that the outcome of this lawsuit will not be material to their
results of operations and financial positions. However, there can be no
assurance that CyBear will prevail in this litigation and an adverse outcome
would have a material adverse effect on CyBear's business plan and financial
position.

    

         From time to time, the Company may be involved in litigation relating
to claims arising out of its operations in the normal course of business. Except
for the matter disclosed above, the Company is not currently a party to any
other legal proceeding, the adverse outcome of which, individually or in the
aggregate, could reasonably be expected to have a material adverse effect on the
Company's business, operating results and financial condition.

                                       47

<PAGE>

PROPERTIES

   
         The Company currently leases approximately 5,725 square feet of space
in Tampa, Florida, for its software development staff, pursuant to two leases
expiring in November 1998, with two one-year renewal options, at a current total
annual rent of approximately $95,000. The balance of the Company's employees
currently operate out of Andrx's facilities in Fort Lauderdale, Florida. In
September 1998, CyBear entered into a lease for 18,400 square feet of space in
Boca Raton, Florida to house its corporate headquarters and network systems.
This facility is located in a high-technology office park and includes a
state-of-the-art power and communications infrastructure that will be adequate
for CyBear's needs for the foreseeable future. The lease provides for annual
rent of $230,000 and has a five-year term commencing when the space is completed
with one five-year renewal option at market rates. Until the space is completed,
CyBear will temporarily occupy 2,750 square feet of space at the same facility
at a monthly rate of $1,250. CyBear will vacate both the temporary space and the
Andrx space when the new space is ready for occupancy. CyBear has adequate
insurance at the time it occupies these premises.
    

EMPLOYEES

   
         As of September 11, 1998, CyBear had 41 full-time employees. None of
such employees are members of a labor union and the Company considers its
relationship with its employees to be good.
    
  
                                   MANAGEMENT

1997 CORP.

         The current directors and officers of 1997 Corp. are set forth below.
The current directors and officers of 1997 Corp. will resign effective upon
closing of the Merger and the directors and officers of CyBear will become
directors and officers of 1997 Corp. All directors and officers hold office for
one year or until their successors have been elected and qualified. Vacancies in
the existing board are filled by majority vote of the remaining directors. The
following officer and directors are the only promoters of 1997 Corp., as that
term is defined in the Act.

<TABLE>
<CAPTION>
                        NAME               AGE          POSITION(S) HELD
                       -----               ---          ----------------
<S>                                        <C>          <C>
Judith Haselton                            43           Chairman of the Board
Chairman of the Board
315 West 106th Street, 4th Floor
New York, New York 10025

Richard L. Campbell                        43           Treasurer and Director
407 East Grand River
Brighton, Michigan 48116

</TABLE>


         JUDITH S. HASELTON, CHAIRMAN OF THE BOARD, PRESIDENT AND DIRECTOR is an
independent financial consultant and private investor. From February, 1987, to
October, 1991, she was employed as an investment banker in the corporate finance
department of Smith Barney, Inc., and from June, 1983, to February, 1987, with
E.F. Hutton and Company Inc. She also served from June, 1980 to June, 1983, as a
commercial banker with Bank of America NT and SA. Ms. Haselton received her
Masters in Business Administration from Columbia University Graduate School of
Business and her undergraduate degree from Macalester College.

   
         RICHARD L. CAMPBELL, SECRETARY, TREASURER AND DIRECTOR, is a Managing
Director of Mantis Holdings, Inc., a privately held investment holdings company
and since January, 1997, also is special counsel to the law firm of Epstein
Becker & Green,

                                       48

<PAGE>

P.C. From 1992 to 1996 he was associated with the law firm of Campbell and
Fleming, P.C., as a partner from 1992 to 1995 and of counsel from 1995 until the
firm dissolved at the end of 1996. Prior to the formation of Mantis in June
1992, Mr. Campbell was principally engaged as a corporate attorney concentrating
in the areas of corporate finance and securities, and continues to act as
counsel to a select number of companies in his capacity as special counsel to
the firm of Epstein Becker & Green, P. C. Mr. Campbell received his
undergraduate degree from The University of Michigan, his Juris Doctorate from
Wayne State University, and his Masters in Corporation Law from New York
University.

         All directors hold office until the next annual meeting of stockholders
and the election and qualification of their successors. Directors receive no
compensation for serving on the Board of Directors other than the reimbursement
of reasonable expenses incurred in attending meetings. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board.
1997 Corp. has not entered into employment agreements of other understandings
with its directors or executive officers concerning compensation. No cash
compensation will be paid to any officer or director in their capacities as such
until after the consummation of the Merger.
    

         No family relationships exist among any of the named directors or 1997
Corp.'s officers. No arrangement or understanding exists between any such
director or officer and any other person pursuant to which any director or
officer was elected as a director or officer of 1997 Corp.

         There are no agreements or understandings for any officer or director
of 1997 Corp. to resign at the request of another person and none of the
officers or directors of 1997 Corp. are acting on behalf of, or will act at the
direction of, any other person.


CYBEAR

The directors and officers of CyBear are set forth below. All directors and
officers hold office for one year or until their successors have been elected
and qualified. Vacancies in the existing board are filled by majority vote of
the remaining directors
   
<TABLE>
<CAPTION>

                  NAME          AGE           POSITION(S) HELD
                  ----          ---           ----------------
<S>                              <C>          <C>
Alan P. Cohen                    43           Director
John H. Klein                    52           Chairman and Director
Edward E. Goldman, M.D.          53           President, Chief Executive Officer
                                              and Director
Debra S. Richman                 40           Executive Vice President-Business
                                              Development
Scott Lodin                      42           Vice President, General Counsel,
                                              Secretary and Director
Angelo C. Malahias               36           Vice President and Chief Financial
                                              Officer
</TABLE>
    

- --------

                                       49

<PAGE>

   
         ALAN P. COHEN was the Chairman and a director of CyBear from February
5, 1997 (inception) to August 31, 1998, when he resigned as Chairman upon John
Klein's assuming such position. He remains a director of CyBear. Mr. Cohen has
been the Chairman of the Board, Chief Executive Officer and a director of Andrx,
which he founded in August 1992. He is a graduate of the University of Florida
and is a registered pharmacist. In 1984, Mr. Cohen founded Best Generics, Inc.,
a generic drug distribution firm ("Best"), which was sold to IVAX Corporation
("IVAX") in 1988. Mr. Cohen served as President of Best from April 1989 until
June 1990. Alan P. Cohen and certain members of his family controlled Corner
Drugstore, Inc., a privately-held retail drugstore chain. Corner Drugstore, Inc.
filed for reorganization under Chapter 11 of the United States Bankruptcy Code
in December 1994.

         JOHN H. KLEIN became the Chairman and a director of CyBear on September
1, 1998. Mr. Klein was the Chief Executive Officer, Chairman of the Board and a
director of MIM Corporation, a publicly traded pharmacy management company, from
May 1996 to May 1998. From 1989 to 1994, Mr. Klein served as President, Chief
Executive Officer, a director and a member of the Executive Committee of the
Board of Directors of Zenith Laboratories, Inc. ("Zenith"), a manufacturer of
multi-source generic pharmaceutical drugs. In 1994, Zenith was acquired by IVAX,
a major multi-source generic pharmaceutical manufacturer and marketer. From
January 1995 to January 1996, Mr. Klein was President of IVAX's North American
Multi-Source Pharmaceutical Group and each of its operating companies, including
Zenith and Zenith Goldline (collectively, "NAMPG"). From January 1995 to January
1996, he was also an executive officer and a member of the Executive Committee
of IVAX. Mr. Klein has served as Chairman of the Generic Pharmaceutical Industry
Association in 1995 and 1996.

         EDWARD E. GOLDMAN, M.D. became the President and Chief Executive
Officer of CyBear on September 1, 1998. Since October 1995 he has served as an
executive officer of Phymatrix Corp., a publicly traded physician practice
management company, where he is presently Executive Vice President of Physician
Development and Chief Medical Officer. He joined Phymatrix in October 1994 as
President of a Phymatrix subsidiary. Dr. Goldman is a board certified family
practice physician and previously served as Chairman of PAL-MED Health Services
from February 1983 to September 1994, a multi-specialty IPA which provides
physicians services and manages health care related services.

         DEBRA RICHMAN joined CyBear as Executive Vice President--Business
Development in August 1998. From 1996 to 1998, Ms. Richman was the Executive
Vice President/Marketing for PhyMatrix Corporation, a national physician
practice management company. From 1994 to 1996 she was the Executive Vice
President/Chief Operating Officer of CompreMedx Medical Management, Inc., a
start-up physician management company. From 1989 to 1994 she had various
positions with Caremark International (previously Baxter International),
including as Vice President, Physician Networks and Vice President, Business
Development, Orthopedic Services. Ms. Richman is also a vice president and
director of TIPAAA, which has an agreement with CyBear, as disclosed under
"Business--Marketing." Ms. Richman lectures frequently to various segments of
the healthcare industry on topics including physician integration and
consolidation, emerging delivery systems and new partnerships in the healthcare
marketplace.
    

         SCOTT LODIN has been Vice President, General Counsel Secretary and a
director of CyBear since February 5, 1997 (inception). He joined Andrx in
January 1994 and is its Vice President, General Counsel and Secretary. Prior to
joining Andrx, Mr. Lodin was Special Counsel to Hughes, Hubbard & Reed (and a
predecessor law firm) in Miami, Florida, where he practiced primarily in the
areas of corporate and commercial law for over 13 years.

   
         ANGELO C. MALAHIAS has been Vice President and Chief Financial Officer
of CyBear since February 5, 1997 (inception). He has also been Vice President
and Chief Financial Officer of Andrx since January 1996. From January 1995 to
January 1996, Mr. Malahias was Vice President and Chief Financial Officer of
Circa Pharmaceuticals, Inc., where he also served as Corporate Controller from
July 1994 to January 1995. From 1983 to July 1994 he was employed by KPMG Peat
Marwick LLP. Mr. Malahias is a certified public accountant.
    

                                       50

<PAGE>

       
EXECUTIVE COMPENSATION

         No executive of CyBear received compensation in 1997 in excess of
$100,000. Messrs. Cohen, Lodin and Malahias are employees of Andrx and were
compensated by Andrx.

EMPLOYMENT AGREEMENTS

   
         CyBear is in the process of negotiating a five-year employment
agreement with Edward Goldman, M.D. pursuant to which he will serve as CyBear's
President and Chief Executive Officer. Following are what are expected to be the
material terms. There can be no assurance that such terms will not be modified
prior to execution. The agreement provides for an annual salary of $250,000
during the first two years and $300,000 for the remaining three years. Dr.
Goldman is entitled to receive an annual bonus of at least 25,000 options to
purchase CyBear Common Stock on each anniversary of his employment. The
agreement may be renewed for additional two-year periods upon the agreement of
the parties.

         The agreement also provides that Dr. Goldman will continue to receive
his salary until the expiration of the term of the employment agreements if his
employment is terminated by the Company for any reason other than death,
disability or "good cause" (as defined in the agreement) or by Dr. Goldman by
reason of a material breach of the agreement by CyBear, then Dr. Goldman will be
entitled to receive the full compensation to which he would otherwise be
entitled under the agreement as if he had not so terminated his employment and
was continuing to serve as an employee thereunder for the full term of the
agreement, payable in a single lump sum distribution in cash or in equivalent
marketable securities of Andrx (without any present value adjustment) on the
date of such termination.

         In the event Dr. Goldman's employment with CyBear is terminated within
six months following a "Change in Control" of CyBear, then CyBear will pay him
on the date of such termination a single lump sum distribution (without any
present value adjustment) equal to his salary for the remaining term of the
agreement. Notwithstanding the foregoing, Dr. Goldman's employment will not be
deemed terminated if, in lieu of his position with CyBear, Andrx or any other
entity owned or controlled by Andrx offers him a replacement position, where he
will perform similar executive duties and will receive a compensation package at
least equal to the one set forth in the agreement; provided, however, that he is
not required be appointed as president and chief executive of any entity, but
rather that he shall continue to perform employment duties generally performed
by senior management personnel of an entity in the healthcare industry.

         In recognition of the potential value of Dr. Goldman to CyBear and to
induce him to forego other employment opportunities, Andrx has agreed to issue
to Dr. Goldman upon payment of $50,000, either in cash or through a promissory
note, a warrant to purchase 650,000 shares of CyBear Common Stock (the
"Warrant"), representing five percent of the total issued and outstanding common
stock of CyBear on the date of the Merger Agreement. In order to exercise the
Warrant, Dr. Goldman is required to pay to Andrx $1,950,000 in the form of cash
or a non-recourse promissory note in favor of Andrx, which note will bear
interest at the lowest rate of interest imputed by the Internal Revenue Service
on the date of execution of that note ("Note"). The Note will be secured by a
pledge of Employee's rights, title and interest in and to the stock underlying
the Warrant. The principal and any interest due under the Note will be payable
to Andrx at the time of maturity of the Note, which is the earlier of either:
(i) five years from the date of issuance of the Warrant, or (ii) the date of any
sale, merger or similar transaction involving CyBear in which CyBear is not the
surviving entity and in which Dr. Goldman receives either cash or securities
which can readily be liquidated on the open market. The stock to be issued
pursuant to the exercise of the Warrant includes piggyback registration rights.

         The Warrant is exercisable commencing on the date Andrx's ownership
percentage in CyBear is less than 80% or August 31, 2000, whichever is sooner
(the "Warrant Exercise Date"). The Warrant shall be exercisable for a period of
three years after the Warrant Exercise Date, provided (i) Dr. Goldman has not
previously resigned his position as the President and Chief Executive Officer of
CyBear, and (ii) his position as the President and Chief Executive Officer of
CyBear was not terminated for Good Cause. In addition, if, by the date the Note
matures (the "Termination Date"), the collective value of the Warrant (or the
stock underlying same; "net" of the amounts required to acquire such Warrant or
stock) and the options in Andrx stock for the 30 day period immediately
preceding the Termination Date (the "Measuring Value") do not equal or exceed a
designated value, then Andrx may be required to make an additional payment to
Dr. Goldman.

         In addition, Andrx will issue to Dr. Goldman stock options for 20,000
shares of Andrx common stock having an exercise price, per share, of the fair
market value of Andrx stock at the close of business on the date of grant.

         CyBear has been negotiating an employment letter with Debra Richman who
has recently become Executive Vice President--Business Development. Following
are what are expected to be the material terms. There can be no assurance that
such terms will not be modified prior to execution. The letter provides for a
two-year term, a base salary of $160,000 and an $80,000 signing bonus that is
payable in eight $10,000 quarterly installments. Ms. Richman was also granted
options to purchase 100,000 shares of CyBear's common stock at an exercise price
of $3.00 per share under CyBear's 1997 Stock Option Plan. The options will vest
and become exercisable in two annual increments, as follows: two increments of
37,500 shares each will vest on the first and second anniversary of the
agreement and the remaining 25,000 options will vest and become exercisable only
if the agreement is renewed and then at the end of the first calendar year of a
renewal period.

         In the event that Ms. Richman's employment by CyBear is terminated by
CyBear prior to the expiration of the initial two-year term for any reason that
does not constitute cause (as defined in the agreement), she will be entitled to
receive the balance of any unpaid base compensation for the remaining
portion of the initial term and any remaining unpaid portion of the signing
bonus, as well as any accrued entitlements, including any unused vacation,
unreimbursed business expenses. In addition in the event of such termination of
employment by CyBear for other than cause, CyBear will immediately vest
additional stock options.

         Messrs. Cohen, Lodin and Malahias are employees of Andrx and do not
have employment agreements with CyBear. CyBear does not have any agreements,
plans or understandings to pay any cash compensation to Messrs. Cohen, Lodin and
Malahias for serving as directors or officers of CyBear. Messrs. Lodin and
Malahias spend approximately 20% of their time on CyBear matters.
    

STOCK OPTION PLAN

         CyBear's 1997 Stock Option Plan (the "Plan") currently authorizes the
award of up to 1,000,000 shares (subject to adjustment as provided in the Plan
as adjusted for stock dividends and splits) of Common Stock in the form of stock
options. As of July 20, 1998, stock options to purchase 416,500 shares of Common
Stock were outstanding under the Plan. Accordingly, 583,500 shares of Common
Stock are available for future awards under the Plan. The purpose of the Plan is
to enable the Company to attract and retain qualified and competent employees
and to enable such persons to participate in the long-term success and growth of
the Company by giving them an equity interest in the Company, and to enable the
Company to pay all or part of the compensation of the directors of the Company
other than a director who is an officer or employee of the Company (each, an
"Outside Director"), consultants and advisors with options to purchase shares of
the Company's Common Stock, thereby increasing such person' proprietary interest
in the Company.

         All employees of the Company are eligible to be granted awards under
the Plan. Consultants of and advisors to the Company are eligible to be granted
awards under the Plan if their services (such services being the "Participation
Status") are of a continuing nature or otherwise contribute to the long-term
success and growth of the Company.

                                       51

<PAGE>

Section 15 of the Plan governs awards to be made to Outside Directors. The
participants under the Plan shall be selected from time to time by the
Compensation Committee (the "Committee"), in its sole discretion, from among
those eligible.

   
         In granting options, the Committee considers current levels of
compensation, the need to provide incentives to particular employees, past
performance, comparison to employees at comparable companies holding similar
positions and CyBear's overall performance.
    

         The Plan is administered by the Committee or such other committee of
directors as the Board shall designate. The Committee makes all decisions or
determinations by either a majority vote of its members at a meeting or by the
unanimous written approval of its members. The Committee may adopt, alter or
repeal any administrative rules, guidelines and practices for carrying out the
purposes of the Plan, and its determination, interpretation and construction of
any provision of the Plan are final and conclusive. The Committee has the right
to determine, among other things, the persons to whom awards are granted, the
terms and conditions of any awards granted, the number of shares of Common Stock
covered by the awards, the exercise price of options and the term thereof.

         The exercise price, term and exercise period of each stock option shall
be fixed by the Committee at the time of grant. Notwithstanding the fixed option
price, no incentive stock option shall (i) have an option price which is less
than 100% of the fair market value of the Common Stock on the date of the award
of the stock option, (ii) be exercisable more than ten years after the date such
incentive stock option is awarded, or (iii) be awarded more than ten years after
the Plan is adopted by the Board.

                              CONFLICTS OF INTEREST

1997 CORP.

         None of 1997 Corp.'s directors or officers is required to commit his
full time to the affairs of 1997 Corp. and it is likely that such persons will
not devote a substantial amount of time to the affairs of 1997 Corp. Such
personnel will have conflicts of interest in allocating management time among
various business activities. As a result, the consummation of a Business
Combination may require a greater period of time than if 1997 Corp.'s management
devoted their full time to 1997 Corp.'s affairs. However, each officer and
director of 1997 Corp will devote such time as he deems reasonably necessary to
carry out the business and affairs of 1997 Corp., including the evaluation of
potential Target Businesses and the negotiation of a Business Combination and,
as a result, the amount of time devoted to the business and affairs of 1997
Corp. may vary significantly depending upon, among other things, whether 1997
Corp. has identified a Target Business or is engaged in active negotiation of a
Business Combination. Prior to their involvement with 1997 Corp. none of the
directors or officers of 1997 Corp. has been involved in any "blank check"
offerings. There can be no assurance that any of the foregoing conflicts will be
resolved in favor of 1997 Corp.


         In connection with any stockholder vote relating either to approval of
a Business Combination or the liquidation of 1997 Corp. due to the failure of
1997 Corp. to effect a Business Combination within the time allowed, all of 1997
Corp.'s present stockholders, including all of its officers and directors (and
any stockholders who are affiliated with its officers and directors), have
agreed to vote all of their respective shares of Common Stock in accordance with
the vote of the majority of the shares voted by all non-affiliated public
stockholders of 1997 Corp. (in person or by proxy) with respect to such Business
Combination or liquidation.

                                       52

<PAGE>

CYBEAR

See "Certain Transactions--CyBear."


                              CERTAIN TRANSACTIONS

1997 CORP.

         In March 1997, 1997 Corp. issued 10,000 shares of Common Stock to
Richard L. Campbell and 5,000 shares of Common Stock to Judith S. Haselton. Mr.
Campbell paid $1.00 per share for his shares and Ms. Haselton paid $2.00 per
share for her shares. Mr. Campbell is special counsel to Epstein Becker & Green,
P.C., counsel to 1997 Corp.

   
         In June 1998, Ms. Haselton and Mr. Campbell each loaned 1997 Corp.
$1,500 for 1997 Corp. to pay certain expenses. The loans are payable on demand
and bear interest at 7% per annum.
    

CYBEAR

   
         Jerry Cazzell, a non-executive officer of CyBear, is entitled to
receive a 2% royalty of the net sales derived from CyBear's connectivity
products.
    

         Messrs. Cohen, Lodin and Malahias are executive officers of Andrx and
none of such persons are required to commit his full time to the affairs of the
Company and it is likely that such persons will not devote a substantial amount
of time to the affairs of the Company. Such personnel may have conflicts of
interest in allocating management time among various business activities. Since
its inception in February 1997, Andrx has funded substantially all of CyBear's
operations through loans, which as of June 30, 1998 were $2,684,898. Such
advances will be contributed to CyBear as additional paid-in capital upon the
consummation of certain transactions, including but not limited to, the Merger.
Andrx and CyBear have entered into a corporate services agreement pursuant to
which Andrx provides certain financial and administrative services and office
space to CyBear in exchange for $120,000 per annum. Andrx and CyBear have also
entered into a tax allocation agreement pursuant to which CyBear will be
responsible for its tax liability as if it had filed a separate income tax
return. In the future, the independent directors of CyBear will approve any
transactions between Andrx and CyBear.

   
         In September 1998, Andrx agreed to sell John Klein 333,333 shares of
CyBear Common Stock for $1 million or $3.00 per share. Andrx will use such
proceeds to fund its loan commitment to CyBear.

         See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" for a description of
a credit agreement and other funding obligations of Andrx to CyBear.
    

                                       53

<PAGE>

                            DESCRIPTION OF SECURITIES

   
         The Certificate of Incorporation of 1997 Corp. at the time of the
Merger will be the certificate of incorporation of the Surviving Corporation.
    

COMMON STOCK

         1997 Corp. is authorized to issue 10,000,000 shares of Common Stock,
par value $.001 per share. As a condition to the Merger, 1997 Corp. will be
required to amend their Certificate of Incorporation to provide for 25,000,000
authorized shares. As of the date of this Prospectus, 45,000 shares of Common
Stock are outstanding, held of record by 133 persons. The holders of Common
Stock are entitled to one vote for each share held of record on all matters to
be voted on by stockholders. There is no cumulative voting with respect to the
election of directors, with the result that the holders of more than 50% of the
shares voting for the election of directors can elect all of the directors. The
holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of the funds legally available therefor.
Subject to the requirements of Rule 419, in the event of the liquidation,
dissolution or winding up of 1997 Corp., the holders of Common Stock are
entitled to share ratably in all assets remaining available for distribution
after payment of liabilities and after provision has been made for each class of
stock, if any, having preference over the Common Stock. Holders of shares of
Common Stock, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the Common Stock.
All of the outstanding shares of Common Stock are, and the shares of Common
Stock to be issued, will be validly authorized and issued, fully paid and
nonassessable.


PREFERRED STOCK

         1997 Corp.'s Certificate of Incorporation authorizes the issuance of
2,000,000 shares of "blank check" preferred stock, par value $.01 per share (the
"Preferred Stock"), with such designations, powers, preferences, rights,
qualifications, limitations and restrictions and in such series as the Board of
Directors, subject to the laws of the State of Delaware, may determine from time
to time. Accordingly, the Board of Directors is empowered, without stockholder
approval, to issue Preferred Stock with dividend, liquidation, conversion,
voting or other rights which could adversely affect the voting power or other
rights of the holders of Common Stock. The Preferred Stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of 1997 Corp. No shares of Preferred Stock are currently
outstanding. Although 1997 Corp. does not currently intend to issue any shares
of Preferred Stock, there can be no assurance that 1997 Corp. will not do so in
the future.


DIVIDENDS

   
         1997 Corp. does not expect to pay dividends prior to the consummation
of the Merger. Future dividends, if any, will be contingent upon 1997 Corp.'s
revenues and earnings, if any, capital requirements and general financial
condition subsequent to the consummation of the Merger. The payment of dividends
subsequent to the consummation of the Merger will be within the discretion of
1997 Corp.'s then Board of Directors. 1997 Corp presently intends to retain all
earnings, if any, for use in 1997 Corp.'s business operations and accordingly,
the Board does not anticipate declaring any dividends in the foreseeable future.
    

                                       54

<PAGE>

                         SHARES ELIGIBLE FOR FUTURE SALE

   
         Upon the consummation of the Merger, 1997 Corp. will have 13,265,306
shares of Common Stock outstanding, 13,088,435 of which shares will be deemed
restricted securities under Rule 144 promulgated under the Securities Act, as
such shares were issued in private transactions not involving a public offering.
Such shares will be eligible for sale under Rule 144 in January 1999 as to
88,435 shares and October 1999 as to 13,000,000 shares.
    

         In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
1997 Corp. (or persons whose shares are aggregated), who has beneficially owned
the restricted shares of Common Stock to be sold for at least one year is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of 1% of the total number of outstanding shares of the
same class or, if the Common Stock is quoted on an exchange or NASDAQ, the
average weekly trading volume during the four calendar weeks preceding the sale.
A person who has not been an affiliate of the Company for at least the three
months immediately preceding the sale and who has beneficially owned the shares
of Common Stock to be sold for at least two years is entitled to sell such
shares under Rule 144 without regard to any of the limitations described above.

         Prior to this offering, there has been no market for the Common Stock
and no prediction can be made as to the effect, if any, that market sales or
restricted shares of Common Stock of the availability of such shares for sale
will have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of common Stock may be sold in the public
market would likely adversely affect prevailing market prices for the common
Stock and could impair the Company's ability to raise capital through the sale
of its equity securities.


PRINCIPAL SHAREHOLDERS

   
         The following table sets forth certain information regarding the
beneficial ownership of the Common Stock of 1997 Corp. after the consummation of
the Merger, beneficially by each person owning more than 5% of such common
shares and the directors and executive officers, and by all officers and
directors, as a group.

<TABLE>
<CAPTION>

    NAME AND ADDRESS OF              AMOUNT AND NATURE OF    
     BENEFICIAL OWNER                BENEFICIAL OWNERSHIP                      PERCENT OF CLASS
   --------------------              --------------------                      ----------------
<S>                                       <C>                                         <C>  
Andrx Corporation                         12,536,667                                  94.5%

Judith S. Haselton                            29,478                                     *
315 West 106th Street
4th Floor
New York, NY 10025

Richard L. Campbell                           58,957                                     *
407 East Grand River
Brighton, MI 48116

Alan P. Cohen                             12,536,667 (1)                              94.5%
John Klein                                   333,333                                   2.5%
Edward E. Goldman, M.D.                           --                                    --
Scott Lodin                               12,536,667 (1)                              94.5%
Angelo C. Malahias                        12,536,667 (1)                              94.5%
Debra Richman                                      -                                     -
All Officers and Directors as a Group
 (6 persons)                              12,536,667 (1)                              94.5%

</TABLE>
    

                                       55

<PAGE>

         * Represents less than 1%.
         (1) Represents shares owned indirectly by Andrx.

                                  LEGAL MATTERS

         The legality of the securities being registered by the Registration
Statement of which this Prospectus is a part is being passed upon by Epstein
Becker & Green, P.C., New York, New York. Richard L. Campbell, Secretary,
Director and a shareholder of 1997 Corp., is special counsel to Epstein Becker &
Green, P.C.


                                     EXPERTS

         The balance sheet as of December 31, 1997 and the statement of
operation and cash flows for the period from March 17, 1997 (date of inception)
to December 31, 1997, included in this registration statement for 1997 Corp.,
have been included herein in reliance on the report of PricewaterhouseCoopers
LLP (formerly Coopers & Lybrand L.L.P.), independent certified public
accountants, on the authority of that firm as experts in accounting and
auditing.

   
         The Company's initial balance sheet at March 31, 1997 was audited by
Feldman Sherb Ehrlich & Co., P.C. (formerly Feldman Radin & Co., P.C.). On March
24, 1998, the Board of Directors of the company determined to engage Coopers &
Lybrand LLP (now PricewaterhouseCoopers LLP) to audit the financial statements
of the Company at December 31, 1997 and for the year then ended. From the
inception of the Company through the date of engagement of Coopers & Lybrand,
LLP, there were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
the former accountant, would have caused it to make references to the subject
matter of the disagreements in connection with its report.
    

         The financial statements at CyBear, Inc. included in this Registration
Statement have been audited by Arthur Anderson LLP, independent certified public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report.


                             ADDITIONAL INFORMATION

         1997 Corp. has filed with the Securities and Exchange Commission the
("Commission") a Registration Statement (the "Registration Statement") under the
Securities Act with respect to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the commission. For further information with respect to 1997 Corp and this
offering, reference is made to the Registration Statement, including the
exhibits and schedules filed therewith, copies of which may be obtained at
prescribed rates from the Commission at its principal office at 450 Fifth Street
N.W., Washington, D.C. 20549, and at the following regional offices of the
Commission: 75 Park Place, New York, 10007, and Northwestern Atrium Center, 500
West Madison Street, Suite 1400 Chicago, Illinois, 60604. Descriptions contained
in this Prospectus as to the contents of any agreement or other documents files
as an exhibit to


                                       56
<PAGE>

the Registration Statement are not necessarily complete and each such
description is qualified by referenced to such agreement or document.

         1997 Corp. intends to furnish to its stockholders annual reports
containing financial statements audited and reported upon by its independent
public accountants.



                                       57

<PAGE>

                          INDEX TO FINANCIAL STATEMENTS



1997 CORP.

Report of Independent Accountants                                      F-2

Balance Sheets                                                         F-3

Statements of Operations                                               F-4

Statements of Cash Flows                                               F-5

Notes to Financial Statements                                          F-6

CYBEAR, INC.

Report of Independent Certified Public Accountants                     F-8

Balance Sheets                                                         F-9

Statements of Operations                                               F-10

Statements of Shareholders' Deficit                                    F-11

Statements of Cash Flows                                               F-12

Notes to Financial Statements                                          F-13

PRO FORMA FINANCIAL STATEMENTS

Introduction to Unaudited Pro Forma Financial
 Information                                                           F-23

Balance Sheet                                                          F-24

Statements of Operations                                               F-25

Notes to Pro Forma Financial Statements                                F-27


                                       F-1

<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of 1997 Corp.:

We have audited the accompanying balance sheet of 1997 Corp., as of December 31,
1997, and the related statements of operations and cash flows for the period
from March 17, 1997 (date of inception) to December 31, 1997. These financial
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 financial statements are free of material
misstatement. 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 significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

As explained in Note 4 to the financial statements, all proceeds held in escrow
will be returned to the public investors and the related stock certificates will
be cancelled if a business combination has not been approved by the shareholders
by October 24, 1998.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 1997 Corp. as of December 31,
1997, and the results of its operations and its cash flows for the period from
March 17, 1997 (date of inception) to December 31, 1997 in conformity with
generally accepted accounting principles.


                                                        Coopers & Lybrand L.L.P.

New York, New York
February 28, 1998


                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                                   1997 CORP.

BALANCE SHEETS

                                     ASSETS

                                                                          DECEMBER 31,            JUNE 30,
                                                                             1997                  1998
                                                                          ------------          ---------
                                                                                               (unaudited)
<S>                                                                       <C>                 <C>        
Cash                                                                      $    1,064          $     1,078
Cash held in escrow                                                          151,362              152,688
Capitalized acquisition costs                                                                      20,000
                                                                           ---------           ----------

               Total assets                                               $  152,426          $   173,766
                                                                           =========           ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                    Accounts payable                                      $      407          $   28,817
                    Notes payable to stockholders                                                  3,000
                                                                           ---------           ----------
               Total liabilities                                          $      407          $   31,817
                                                                           ---------           ----------
                    Redeemable stockholders' equity:
      Common stock, $.001 par value, authorized 10,000,000 shares;
       issued and outstanding 45,000 shares                                       45                  45
      Paid-in-capital                                                        210,005              210,005
      Accumulated deficit                                                    (58,031)             (68,101)
                                                                           ---------           ----------
               Total redeemable stockholders' equity                         152,019              141,949
                                                                           ---------           ----------
               Total liabilities and redeemable stockholders' equity      $  152,426          $   173,766
                                                                           =========           ===========

</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                                   1997 CORP.

STATEMENT OF OPERATIONS


                                                                          FOR THE PERIOD
                                                                          FROM MARCH 17,          SIX MONTHS
                                                                          1997 (DATE OF             ENDED
                                                                          INCEPTION) TO           JUNE 30,
                                                                        DECEMBER 31, 1997            1998        
                                                                        -----------------        ------------
                                                                                                  (UNAUDITED)
<S>                                                                     <C>                      <C>         
Interest income                                                         $           1,362        $      1,326
Expenses:
      General and administrative expenses                                          59,393              11,396

               Total expenses                                                      59,393              11,396

                                                                        $         (58,031)      $     (10,070)
               Net loss                                                            
                                                                         ================        ============

               Basic and diluted net loss per share                     $           (2.05)      $       (0.22)
                                                                         ================        ============

               Basic and diluted weighted average shares outstanding               28,333              45,000
                                                                         ================        ============

</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       F-4

<PAGE>
<TABLE>
<CAPTION>

                                   1997 CORP.

STATEMENTS OF CASH FLOWS


                                                                                      FOR THE PERIOD        SIX MONTHS
                                                                                      FROM MARCH 17,           ENDED
                                                                                      1997 (DATE OF           JUNE 30,
                                                                                      INCEPTION) TO            1998
                                                                                    DECEMBER 31, 1997       (UNAUDITED)
<S>                                                                                 <C>                    <C>          
Cash flows from operating activities:
       Net loss                                                                     $         (58,031)     $    (10,070)
      Adjustments to reconcile net cash used in operating activities:
      Stock-based compensation expense                                                        (55,000)
      Changes in assets and liabilities:
         Accounts payable                                                                         407             8,410
                                                                                     ----------------       -----------
               Net cash used in operating activities                                           (2,624)           (1,660)
                                                                                     ----------------       -----------
                    Cash flows from investing activities:
      Payments to cash escrow reserve                                                        (151,362)           (1,326)
                                                                                     ----------------       -----------
               Net cash used in investing activities                                         (151,362)           (1,326)
                                                                                     ----------------       -----------
Cash flows from financing activities:
      Proceeds from issuance of common stock                                                  170,000                 -
      Payments of stock issuance costs                                                        (14,950)                -
      Shareholder Loans                                                                             -             3,000
                                                                                     ----------------       -----------
      
               Net cash provided by financing activities                                      155,050             3,000
                                                                                     ----------------       -----------
               Net increase in cash and cash equivalents                                        1,064                14
                                                                                     ----------------       -----------
               Cash and cash equivalents, beginning of period                                       -             1,064
                                                                                     ----------------       -----------
               Cash and cash equivalents, end of period                             $           1,064      $      1,078
                                                                                     ================       ===========
      Supplemental schedule of noncash investing and financing activities:
      Issuance of common stock to management as compensation                        $          55,000
                                                                                     ================
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       F-5

<PAGE>


1997 Corp.
Notes to Financial Statements



1.       ORGANIZATION:

         1997 Corp. (the "Company"), was incorporated in the state of Delaware
         on March 17, 1997. During 1997, the Company had a "blank check"
         offering subject to the Securities and Exchange Commission's Rule 419
         of Regulation C under the Securities Act of 1933. It intends to serve
         as a vehicle to effect a business combination with a target business
         which will be an operating business (not yet identified). The Company
         intends to utilize the net proceeds from an offering of equity
         securities, debt securities, bank and other borrowing or a combination
         thereof in effecting a business combination. All activity of the
         Company to date has been related to its formation, financing, and
         review of various businesses for acquisition by the Company.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         CASH AND CASH EQUIVALENTS
         The Company considers investments in highly liquid debt instruments
         with an original maturity of three months or less to be cash
         equivalents.

         BASIC AND DILUTED LOSS PER SHARE
         Basic and diluted loss per share is based on the number of shares of
         common stock outstanding during the period.

         INCOME TAXES
         Under the balance sheet-based liability method specified by Statement
         of Financial Accounting Standards No. 109, "Accounting for Income
         Taxes", ("SFAS 109"), deferred tax assets and liabilities are
         determined based on the difference between the financial statement and
         tax bases of assets and liabilities as measured by the enacted tax
         rates which will be in effect when the differences reverse. The Company
         records a valuation allowance to reduce deferred tax assets to the
         amount expected to be realized.

         UNAUDITED FINANCIAL STATEMENTS
         The interim financial statements as of June 30, 1998 and for the six
         months ended June 30, 1998 are unaudited. In the opinion of management,
         such unaudited financial statements have been prepared by 1997 Corp.
         pursuant to the rules and regulations of the Securities and Exchange
         Commission. The unaudited financial statements reflect, in the opinion
         of management, all material adjustments (which include only normal
         recurring adjustments) necessary to present fairly the Company's
         financial position and results of operations. The results of operations
         and cash flows for the six months ended June 30, 1998, are not
         necessarily indicative of the results of operations or cash flows which
         may be expected for the remainder of 1998.

3.       CASH HELD IN ESCROW:

         Continental Stock Transfer & Trust Company ("Continental") is holding
         the public offering proceeds and the stock certificates of the public
         investors in escrow pursuant to Rule 419 of the Rules and Regulations
         of the Securities and Exchange Commission. Continental will hold the
         proceeds and the stock certificates pursuant to Rule 419 until the
         approval of a business combination by the shareholders. If a business
         combination has not been approved by the shareholders by October 24,
         1998 all proceeds will be returned to the public investors and the
         stock certificates will be cancelled.

4.       REDEEMABLE STOCKHOLDERS' EQUITY:

         During 1997, the Company raised $155,050, net of offering costs of
         $14,950 by offering 45,000 shares of $.001 par value common stock.
         Included within the 45,000 shares issued, 15,000 shares were issued to
         management at prices ranging from $1-$2 per share. The remaining 30,000
         shares were issued in conjunction with the "blank check" offering at a
         price of $5 per share.

                                      F-6

<PAGE>

1997 Corp.
Notes to Financial Statements


         A $55,000 charge to income as compensation expense was incurred as a
         result of the Company issuing stock to management at less than fair
         value. Fair value is based on the per share "blank check" offering
         price of $5 per share.

5.       INCOME TAXES:

         As of December 31, 1997, the Company's net operating loss for tax
         purposes will differ from the loss for financial reporting purposes as
         a result of certain costs being capitalized and expensed over a
         five-year period for tax purposes.

         Significant components of the Company's deferred tax assets as of
         December 31, 1997 are a result of temporary differences related to the
         item described as follows:

                                                                DEFERRED
                                                               TAX ASSETS

              Organizational costs                          $            56,067

              Valuation allowance                                       (56,067)
                                                             ------------------
                                                            $                 0
                                                             ==================

         Due to the uncertainty of the realization of the deferred tax asset, a
         full valuation allowance has been provided of the net deferred tax
         asset.

6.       PROPOSED OFFERING:

         In March 1998, the Company is in discussion with a target business
         regarding the possible acquisition of all of the outstanding capital
         stock of that target business. In addition, the Company is
         contemplating raising additional capital through a private placement
         offering of approximately $5,000,000.

         UPDATE (UNAUDITED):

         The acquisition of the initial target business and proposed offering as
         described above, is no longer contemplated. Subsequent to June 30,
         1998, the Company entered into an agreement to acquire CyBear, Inc.
         for 13,000,000 shares of Common Stock.

         The capitalized acquisition costs reflects the legal fees associated
         with the CyBear transaction. 

7.       NOTES PAYABLE TO SHAREHOLDERS (UNAUDITED)

         Each of the two stockholders made a $1,500 loan to the Company on June
         30, 1998, bearing 7% interest and payable on demand, to provide capital
         to the Company to pay certain expenses.

                                      F-7

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Shareholders of CyBear, Inc.:

         We have audited the accompanying balance sheet of CyBear, Inc. (a
Florida corporation in the development stage), a 99% owned subsidiary of Andrx
Corporation, as of December 31, 1997, and the related statements of operations,
shareholders' deficit and cash flows for the period from February 5, 1997
(inception) to December 31, 1997. These financial 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 financial statements are free of material
misstatement. 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 significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CyBear, Inc. as of
December 31, 1997, and the results of its operations and its cash flows for the
period from February 5, 1997 (inception) to December 31, 1997, in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
  June 5, 1998.


                                       F-8

<PAGE>
<TABLE>
<CAPTION>

                                  CYBEAR, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                                    JUNE 30, 1998             DECEMBER 31, 1997
                                                   --------------             -----------------
                                                    (Unaudited)
<S>                                                <C>                          <C>            
ASSETS
Current assets:
  Cash                                             $         4,678              $         1,000
  Prepaid expenses                                          26,265                       30,707
                                                   ---------------               --------------
    Total current assets                                    30,943                       31,707

Property and equipment, net                                277,445                      189,065

Software license, net                                      159,941                      160,000

Other assets                                                25,406                       14,684
                                                   ---------------              ---------------

     Total assets                                  $       493,735              $       395,456
                                                   ===============              ===============


LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                 $       106,748              $        64,813
  Accrued payroll and employee benefits                    119,300                       76,533
  Due to Andrx Corporation                               2,684,898                    1,268,773
                                                   ---------------               --------------
    Total current liabilities                            2,910,946                    1,410,119
                                                   ---------------               --------------

Commitments and contingencies (Notes 5 and 9)

Shareholders' deficit:
   Convertible preferred stock, $.001 par value;
      1,000,000 shares authorized, none issued and
      outstanding
                                                                --                           --
  Common stock, $.001 par value; 25,000,000
     shares authorized, 13,000,000 shares issued
     and outstanding                                        13,000                       13,000
  Additional paid-in capital                               539,064                      530,906
  Accumulated deficit                                   (2,969,275)                  (1,558,569)
                                                   ---------------               --------------
    Total  shareholders' deficit                        (2,417,211)                  (1,014,663)
                                                   ---------------               --------------

    Total liabilities and shareholders' deficit    $       493,735              $       395,456
                                                   ===============              ===============
</TABLE>

                 The accompanying notes to financial statements
                  are an integral part of these balance sheets.


                                       F-9

<PAGE>
<TABLE>
<CAPTION>

                                  CYBEAR, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS


                                        CUMULATIVE FROM       FOR THE PERIOD FROM                               FOR THE PERIOD FROM
                                       FEBRUARY 5, 1997         FEBRUARY 5, 1997                                  FEBRUARY 5, 1997
                                        (INCEPTION) TO           (INCEPTION) TO           FOR THE SIX MONTHS       (INCEPTION) TO
                                        JUNE 30, 1998         DECEMBER 31, 1997           ENDED JUNE 30, 1998      JUNE 30, 1997
                                        --------------         -----------------          --------------------     --------------
                                          (Unaudited)                                       (Unaudited)             (Unaudited)
<S>                                      <C>                       <C>                       <C>                      <C>         
Revenues:
  Software development services to
    Andrx Corporation                    $      95,927             $       95,927            $           --           $     79,684
                                         -------------             --------------            --------------           ------------

Operating expenses:
  Software development                       2,452,657                  1,502,370                   950,287                568,506
  General and administrative                   504,677                    123,906                   380,771                 50,000
                                         -------------             --------------            --------------           ------------

Total operating expenses                     2,957,334                  1,626,276                 1,331,058                618,506
                                         -------------             --------------            --------------           ------------

Loss from operations                        (2,861,407)                (1,530,349)               (1,331,058)              (538,822)

Interest expense on due to  
  Andrx Corporation                           (107,868)                   (28,220)                  (79,648)                  (463)
                                         -------------             --------------            --------------           ------------

Net loss                                 $  (2,969,275)            $   (1,558,569)           $   (1,410,706)          $   (539,285)
                                         =============             ==============            ==============           ============

Basic and diluted net loss per share     $       (0.23)            $        (0.12)           $        (0.11)          $      (0.04)
                                         =============             ==============            ==============           ============

Basic and diluted weighted average 
 shares of common stock outstanding         12,850,372                 12,768,303                13,000,000             12,625,890
                                        ==============             ==============            ==============           ============

</TABLE>


                       The accompanying notes to financial
                       statements are an integral part of
                                these statements.

                                      F-10

<PAGE>
<TABLE>
<CAPTION>

                                  CYBEAR, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                       STATEMENTS OF SHAREHOLDERS' DEFICIT

                                        CONVERTIBLE                                                  
                                      PREFERRED STOCK                COMMON STOCK          ADDITIONAL                     TOTAL
                                      ---------------               -------------           PAID-IN     ACCUMULATED   SHAREHOLDERS'
                                 SHARES            AMOUNT        SHARES         AMOUNT      CAPITAL       DEFICIT        DEFICIT
                                 ------            ------        ------         ------     ----------   -----------   -------------
<S>                            <C>            <C>            <C>              <C>        <C>           <C>             <C>
FEBRUARY 5, 1997 (INCEPTION)          --      $      --              --       $      --  $        --   $        --     $        --
Issuance of shares
  of common stock to Andrx
  Corporation as promoter             --             --      12,870,000          12,870      487,130            --         500,000
Issuance of shares of
  convertible preferred stock    130,000            130              --              --       29,870            --          30,000
Shares of common stock
  issued in connection
  with conversion of shares
  of convertible preferred
  stock                        (130,000)          (130)         130,000             130           --            --              --
Options granted to
  consultants                         --             --              --              --       13,906            --          13,906
Net loss                              --             --              --              --           --    (1,558,569)     (1,558,569)
                              ----------      ---------    ------------       ---------  -----------    ----------     -----------

BALANCE, DECEMBER 31, 1997            --             --      13,000,000          13,000      530,906    (1,558,569)     (1,014,663)
Options granted to
 consultants (unaudited)              --             --              --              --        8,158            --           8,158 
Net loss (unaudited)                  --             --              --              --           --    (1,410,706)     (1,410,706)
                              ----------      ---------    ------------       ---------  -----------    ----------     -----------
BALANCE, JUNE 30, 1998  
(unaudited)                           --      $      --      13,000,000       $  13,000  $   539,064   $(2,969,275)    $(2,417,211)
                              ==========      =========    ============       =========  ===========    ==========     ===========

</TABLE>

                            The accompanying notes to
                           financial statements are an
                             integral part of these
                                   statements.


                                      F-11

<PAGE>
<TABLE>
<CAPTION>

                                  CYBEAR, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

                                                      CUMULATIVE FROM     FOR THE PERIOD FROM                   FOR THE PERIOD FROM
                                                     FEBRUARY 5, 1997      FEBRUARY 5, 1997        FOR THE        FEBRUARY 5, 1997
                                                      (INCEPTION) TO        (INCEPTION) TO      SIX MONTHS ENDED   (INCEPTION) TO
                                                       JUNE 30, 1998       DECEMBER 31, 1997    JUNE 30, 1998      JUNE 30, 1997
                                                      --------------       -----------------  ------------------   --------------
                                                        (Unaudited)                            (Unaudited)         (Unaudited)
<S>                                                       <C>                <C>              <C>                    <C>       
Cash flows from operating activities:
  Net loss                                                $  (2,969,275)     $ (1,558,569)    $(1,410,706)           $(539,285)
  Adjustments to reconcile net loss to net cash used
  in operating activities
    Depreciation and amortization                                98,610            51,470          47,140               20,296
    Options granted to consultants                               22,064            13,906           8,158                   --
    Change in operating assets and liabilities
       Prepaid expenses                                         (26,265)          (30,707)          4,442              (41,879)
       Other assets                                             (25,406)          (14,684)        (10,722)             (11,167)
       Accounts payable                                         106,748            64,813          41,935               26,909
       Accrued payroll and employee benefits                    119,300            76,533          42,767               35,158
                                                            -----------       -----------      ----------             --------
         Net cash used in operating activities               (2,674,224)       (1,397,238)     (1,276,986)            (509,968)
                                                            -----------       -----------      ----------             --------

Cash flows from investing activities:
  Purchases of  property and equipment                         (375,996)         (240,535)       (135,461)            (181,739)
  Purchase of software license                                 (160,000)         (160,000)             --                   --
                                                            -----------       -----------      ----------             --------
         Net cash used in investing activities                 (535,996)         (400,535)       (135,461)            (181,739)
                                                            -----------       -----------      ----------             --------

Cash flows from financing activities:
   Proceeds from issuance of shares of common stock             500,000           500,000              --              500,000
   Proceeds from promissory note issued for purchase
      of shares of convertible preferred stock                   30,000            30,000              --                7,500
   Proceeds from due to Andrx Corporation                     2,684,898         1,268,773       1,416,125              198,349
                                                            -----------       -----------      ----------             --------
          Net cash provided by financing activities           3,214,898         1,798,773       1,416,125              705,849
                                                            -----------       -----------      ----------             --------

Net increase in cash                                              4,678             1,000           3,678               14,142
Cash, beginning of period                                            --                --           1,000                   --
                                                            -----------       -----------      ----------             --------
Cash, end of period                                        $      4,678      $      1,000     $     4,678            $  14,142
                                                            ===========       ===========      ==========             ========
</TABLE>


                       The accompanying notes to financial
                       statements are an integral part of
                                these statements.


                                      F-12

<PAGE>

                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

(1)  GENERAL

         CyBear, Inc. ("CyBear" or the "Company"), a Florida corporation in the
development stage, was incorporated on February 5, 1997. CyBear, Inc. is a 99%
owned subsidiary of Andrx Corporation ("Andrx"). CyBear is a healthcare
communications technology company developing technology and products that will
address communication and information problems within the healthcare community.
The Company is developing a suite of Internet-based productivity software
applications and communication networks for the healthcare industry. These
connectivity products will feature electronic management tools for
prescriptions, patient referrals, laboratory test submission and reporting,
hospital admissions, and other healthcare related activities. In addition,
CyBear will also market a healthcare Internet service provider ("ISP") for the
healthcare community. From February 5, 1997 (inception) through December 31,
1997, the Company's principal activities have consisted of developing its
products and providing software development services to Andrx.

MANAGEMENT'S PLANS

         From February 5, 1997 (inception) through June 30, 1998, the Company
has incurred a net loss of $2,969,275 and has been dependent upon funding from
Andrx. Management anticipates incurring additional net losses in the near term,
as the focus of the Company's business is to develop its products. Andrx is
committed to the required funding of the Company's future operations.

         The Company has not yet completed third-party testing of the basic
connectivity product platform or the development or testing of certain system
enhancements. The Company will be required to commit considerable time, effort
and resources to finalize such development and adapt its software to satisfy
specific requirements of potential customers. As of June 30, 1998, CyBear's
planned ISP is in the early stages of development and will require substantial
resources prior to its commercial introduction.

         The likelihood of the success of the Company must be considered in
light of the problems, expenses, complications and delays frequently encountered
in connection with the development of new business ventures. CyBear's business
risks include its limited operating history, the emerging and competitive nature
of its markets, the rapid technology change in its industry, changes in
government regulations, dependence on network infrastructure and
telecommunications carriers, dependence on a limited number of key personnel and
market acceptance and profitability of its products. In addition, the Company
utilizes software and related technologies throughout its businesses that may be
affected by the date change in the year 2000. The Company is in the process of
evaluating the full scope and related costs to insure that its systems,
third-party software and technologies it utilizes will not be affected by the
date change in the year 2000. At this time, the expenses associated with this
assessment and potential remediation plan cannot be determined.

                                      F-13

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF 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.

PROPERTY AND EQUIPMENT, NET

         Property and equipment is recorded at cost less accumulated
depreciation or amortization. Depreciation or amortization is provided using the
straight-line method over the following estimated useful lives:

     Computer hardware and software      3 years
     Furniture and fixtures              5 years
     Leasehold improvements              Lesser of useful life or term of lease


         Major renewals and betterments are capitalized, while maintenance and
repairs are expensed as incurred.

SOFTWARE LICENSE

         CyBear has entered into an agreement with a third party to license the
use of their software to be utilized in the Company's Internet-based software
applications at a minimum of 600 customer sites for an unlimited period of time.
The license is capitalized and will be amortized on a per site basis using the
straight-line method over an estimated life of three years from the date of
installation of such software applications at customer sites. As of December 31,
1997, there had not been any site installations and, accordingly, no
amortization expense was recorded.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

         The Company utilizes the provisions of Financial Accounting Standards
Board ("FASB") Statement on Financial Accounting Standards ("SFAS") No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" which requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstance indicate that the carrying amount of
an asset may not be recoverable. To determine a loss, if any, to be

                                      F-14

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

recognized, the book value of the asset would be compared to the market value or
expected future cash flow value. Such provisions had no impact on the Company's
financial position or results of operations as of or for the period from
February 5, 1997 (inception) to December 31, 1997.

REVENUE RECOGNITION

         Software development service revenues which to date have been rendered
to Andrx are recognized at the time the services are rendered.


SOFTWARE DEVELOPMENT COSTS

         SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed", requires capitalization of certain software
development costs subsequent to the establishment of technological feasibility.
Based on the Company's product development process, technological feasibility is
established upon completion of a working model. As of December 31, 1997, the
Company has not yet achieved technological feasibility for its products and as
such, all costs related to software development were expensed as incurred.

START-UP COSTS

         All costs to organize the Company and start up its operations are
expensed as incurred.

STOCK-BASED COMPENSATION

         Under the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation", companies can either measure the compensation cost of equity
instruments issued to employees under employee compensation plans using a fair
value based method, or can continue to recognize compensation cost using the
intrinsic value method under the provisions of Accounting Principles Board
Opinion ("APB") No. 25. However, if the provisions of APB No. 25 are applied,
pro forma disclosures of net income or loss and earnings or loss per share must
be presented in the financial statements as if the fair value method had been
applied. For the period from February 5, 1997 (inception) to December 31, 1997,
the Company recognized compensation costs for options granted to non-employees
under the provisions of APB No. 25, and the Company has provided the expanded
disclosure required by SFAS No. 123 (See Note 8).

INCOME TAXES

         The Company accounts for income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes". The provisions of SFAS No. 109 require, among
other things, recognition of future tax benefits measured at enacted rates
attributable to the deductible temporary differences between the financial
statement and income tax bases of assets and liabilities and to tax net
operating loss carryforwards to the extent that the realization of said benefits
is "more likely than

                                      F-15

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

not". The Company's taxable results are included in the consolidated income tax
return of Andrx (see Note 4).

NET LOSS PER SHARE

         In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share".
SFAS No. 128 supersedes APB No. 15, "Earnings Per Share", and specifies the
computation, presentation and disclosure requirements for earnings or loss per
share. The provisions of SFAS No. 128 are effective for financial statements for
periods ended after December 15, 1997. The Company has adopted the provisions of
SFAS No. 128.

         For the period from February 5, 1997 (inception) to December 31, 1997,
basic and diluted net loss per share is based on the weighted average number of
shares of common stock outstanding. Since the effect of common stock equivalents
was antidilutive, all such equivalents were excluded in diluted loss per share.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amount of due to Andrx approximates fair value due to the
short maturity of this instrument.

COMPREHENSIVE INCOME

         SFAS No. 130, "Reporting Comprehensive Income", was issued by the FASB
in June 1997. This Statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The Company has adopted the provisions of SFAS No.
130 as of January 1, 1998. The adoption of the provisions of this standard did
not have a material impact on the Company's existing report disclosures.
CyBear's comprehensive losses and net losses are the same for all periods
presented.

BUSINESS SEGMENTS

         SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information", was issued by the FASB in June 1997. This Statement establishes
standards for reporting information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company will adopt the provisions of
SFAS No. 131 for the year ending December 31, 1998. The adoption of the
provisions of this standard will not have a material impact on the Company's
existing reporting disclosures.

                                      F-16

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

DERIVATIVES

         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued by the FASB in June 1998. SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS No. 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement, and
requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting.

         SFAS No. 133 is effective for fiscal years beginning after June 15,
1999. A company may also implement the provision of the SFAS No. 133 Statement
as of the beginning of any fiscal quarter after issuance. SFAS No. 133 cannot be
applied retroactively. SFAS No. 133 must be applied to (a) derivative
instruments and (b) certain derivative instruments embedded in hybrid contracts
that were issued, acquired, or substantively modified after December 31, 1997
(and, at the company's election, before January 1, 1998).

The Company has not yet quantified the impacts of adopting SFAS No. 133 on its
financial statements and has not determined the timing of or method of its
adoption of SFAS No. 133.

UNAUDITED FINANCIAL STATEMENTS

         The interim financial statements as of June 30, 1998, for the six
months ended June 30, 1998, for the period from February 5, 1997 (inception) to
June 30, 1997 and for the cumulative period from February 5, 1997 (inception) to
June 30, 1998 and all related footnote information are unaudited. In the opinion
of management, such unaudited financial statements have been prepared by CyBear
pursuant to the rules and regulations of the Securities and Exchange Commission.
The unaudited financial statements reflect, in the opinion of management, all
material adjustments (which include only normal recurring adjustments) necessary
to present fairly the Company's financial position and results of operations.
The results of operations and cash flows for the six months ended June 30, 1998,
are not necessarily indicative of the results of operations or cash flows which
may be expected for the remainder of 1998.

                                      F-17

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

(3)  PROPERTY AND EQUIPMENT, NET

         Property and equipment is summarized as follows:
<TABLE>
<CAPTION>

                                                        JUNE 30,          DECEMBER 31,
                                                         1998                  1997
                                                       ---------          ------------
                                                     (Unaudited)
<S>                                                    <C>               <C>          
Computer hardware and software                         $  267,778        $     164,410
Furniture and fixtures                                     96,894               73,408
Leasehold improvements                                     11,324                2,717
                                                        ---------         ------------
                                                          375,996              240,535
Less: accumulated depreciation and amortization           (98,551)             (51,470)
                                                        ---------         ------------
Property and equipment, net                            $  277,445        $     189,065
                                                        =========         ============

</TABLE>

(4)  INCOME TAXES

         For the period from February 5, 1997 (inception) to December 31, 1997,
the Company was not required to provide for federal or state income taxes due to
its net loss. Under the provisions of SFAS No. 109, the Company has provided a
valuation allowance to reserve against 100% of its net operating loss
carryforwards. The Company's taxable results are included in the consolidated
income tax return of Andrx. The Company and Andrx have a tax allocation
agreement that provides, among other things, for the allocation of federal
income tax liabilities to the Company at the approximate amounts which would
have been computed as if the Company had filed separate tax returns. As of
December 31, 1997, for financial reporting purposes and federal income tax
purposes, the Company has net operating loss carryforwards of approximately
$1 million, which if not utilized, will expire in 2012. Net operating loss
carryforwards are subject to review and possible adjustments by the Internal
Revenue Service and may be limited in the event of certain cumulative changes in
the ownership interest of significant shareholders over a three-year period in
excess of 50%.

(5)  COMMITMENTS

SOFTWARE LICENSE AGREEMENT

         In July 1997, the Company entered into a one-year semi-exclusive
license agreement with the owner of a software application whereby the Company
has agreed to pay the owner an initial up front fee of $100,000 and sliding fees
per site ranging from $40 to $500 based on the number of sites and software
version installed. Such sliding fees are subject to a minimum disbursement of
$5,000 per month. As of December 31, 1997, there were no site installations. For
the period from February 5, 1997 (inception) to December 31, 1997, the Company
has capitalized $160,000 under this agreement of which $130,000 was paid.

                                      F-18

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

EMPLOYMENT CONTRACT

         The Company has entered into an employment contract with the Company's
Vice President of Technical Development. The contract provides for an annual
base salary, plus stock options, plus a royalty equal to 2% of the net revenue
derived by the Company from the sale, lease or licensing of its software
applications, payable quarterly, provided that the Vice President of Technical
Development remains an employee at the time each such royalty payment is due.

PRODUCT LIABILITY

         Software products such as those offered by the Company frequently
contain undetected errors or failures when first introduced or as new versions
are released. Testing of the Company's products is particularly challenging
because it is difficult to simulate the wide variety of computing environments
in which the Company's potential customers may deploy these products. There can
be no assurance that defects, errors or difficulties will not cause delays in
product introductions, result in increased costs and diversion of development
resources, require design modifications or decrease market acceptance or
customer satisfaction with the Company's products. In addition, there can be no
assurance that, despite testing by the Company and by potential customers,
errors will not be found after commencement of commercial introduction,
resulting in loss of or delay in market acceptance, which could have a material
adverse effect upon the Company's business, operating results and financial
condition.

(6) RELATED PARTY TRANSACTIONS

         The Company and Andrx have a corporate services agreement whereby Andrx
provides the Company with various services of its management such as executive
management, accounting and finance, legal, payroll and human resources. For the
period from February 5, 1997 (inception) to December 31, 1997, the Company
incurred amounts for these services based upon mutually agreed upon allocation
methods. Management believes that the amounts incurred for these services
approximate fair market value. Costs for such services were $110,000 for the
period from February 5, 1997 (inception) to December 31, 1997.

         From February 5, 1997 (inception) to December 31, 1997, the Company
provided Andrx with software development services. The Company charged Andrx
based on mutually agreed upon allocation methods. Software development services
charged to Andrx were $95,927 for the period from February 5, 1997 (inception)
to December 31, 1997.

         In February 1997, Andrx entered into an agreement with Group One
Enterprises, Inc. ("Group One"), a shareholder of the Company, whereby Group One
agreed to provide certain consulting services to the Company. The agreement with
Group One was terminated in 1997.

                                      F-19

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

Costs incurred for services provided by Group One were $68,000 for the period
from February 5, 1997 (inception) to December 31, 1997.

         Due to Andrx on the accompanying balance sheets represents advances
from Andrx to fund the Company's operations and the related accrued interest.
Such advances bear interest at prime (8.5% at December 31, 1997) plus 1/2% and
will be contributed as additional paid-in capital to the Company upon the
consummation of certain transactions, including but not limited to, a merger.
The Company recorded $28,220 in interest expense on these advances for the
period from February 5, 1997 (inception) to December 31, 1997. As of December
31, 1997, the Company has paid no any interest expense on the "Due to Andrx".

         The Company and Andrx have a tax allocation agreement that provides,
among other things, for the allocation of federal income tax liabilities to the
Company at the approximate amounts which would have been computed as if the
Company had filed separate tax returns.


(7) CONVERTIBLE PREFERRED STOCK

         In February 1997, the Company issued 130,000 shares of convertible
preferred stock to Group One for a promissory note of $30,000. The fair value of
the convertible preferred stock was $0.23 per share as determined by the
Company's Board of Directors. As of December 31, 1997, the promissory note was
paid in full. The preferred stock issued had the same voting and dividend rights
as the common stock but had a liquidation preference and was convertible into
common stock of the Company on a one-fo one basis if the consulting agreement
with Group One was terminated before an initial public offering. The agreement
with Group One was terminated in 1997 and the 130,000 shares of preferred stock
were converted into 130,000 shares of common stock.

(8)  STOCK INCENTIVE PLAN

         The Company has reserved 1,000,000 shares of its common stock for
issuance under its 1997 Stock Option Plan (the "Plan"). Under the Plan,
incentive and nonqualified stock options are available to directors, officers,
employees or consultants to the Company. The terms of each option agreement are
determined by the Company's Board of Directors or its compensation committee
(the "Committee"). The terms for, and exercise price at which any stock option
may be awarded is to be determined by the Committee. Options granted under the
Plan must be exercised within ten years of the date of grant, unless a shorter
period is designated at the time of grant. Options granted in 1997 vest ratably
over a four year period.

         The Company accounts for options granted to employees under the Plan in
accordance with the provisions of APB No. 25. Each stock option has an exercise
price equal to the market price on the date of grant and, accordingly, no
compensation expense has been recorded for any stock option grants to employees.
Had compensation cost for the Company's stock options been

                                      F-20

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

based on fair value at the grant dates consistent with the methodologies of SFAS
No. 123, the Company's pro forma basic and diluted net loss and basic and
diluted net loss per share would have been $1,590,717 and $0.12, respectively
for the period from February 5, 1997 (inception) to December 31, 1997.

         A summary of the Plan's activity is as follows:
<TABLE>
<CAPTION>

                                                                                          WEIGHTED         WEIGHTED
                                                                                          AVERAGE           AVERAGE
                                                           NUMBER         EXERCISE        EXERCISE         REMAINING
                                                          OF SHARES        PRICE           PRICE             LIFE
                                                          ---------       --------        --------         ---------
<S>                                                        <C>               <C>             <C>            <C>  
Options outstanding, February 5, 1997 (inception)               --              --              --             --
Granted                                                    350,000           $1.00           $1.00           9.24
                                                          --------
Options outstanding, December 31, 1997                     350,000           $1.00           $1.00           9.24

Options exercisable, December 31, 1997                          --              --              --             --
</TABLE>


         The weighted average fair market value per share as of the grant date
was $0.70 for stock options granted during 1997. The fair value of each option
grant was estimated using the Black-Scholes option pricing model with the
following assumptions: expected volatility of 75%; risk-free interest rate of
5.3%; no expected dividends; and expected lives of options of 6.0 years.

(9)  LITIGATION

         On March 18, 1998, Andrx received a letter from counsel for Medix
Resources, Inc. ("Medix") and its subsidiary, Cymedix Lynx Corporation
("Cymedix") alleging the theft and unlawful appropriation by Andrx, the Company,
and certain directors, officers and employees of the Company and Andrx of
certain computer medical software and internet medical communications technology
allegedly owned by Cymedix. The letter demands trebled damages totaling $396.6
million pursuant to the civil theft provisions of Florida law, and also alleges
claims under Florida's Racketeer Influenced and Corrupt Organization Act and
certain other provisions of federal and state law. The Company and Andrx believe
that Medix's and Cymedix's accusations and threatened claims have no basis in
substantial fact or legal support and on March 23, 1998, the Company and Andrx
filed a complaint against Medix and Cymedix for libel and slander arising from
the improper public dissemination of the contents of the aforesaid demand letter
with respect to each of the matters set forth in the aforesaid demand letter.
The Company and Andrx intend to vigorously prosecute their complaints, which
seek damages, costs, interest and attorneys' fees. On June 2, 1998 Medix, on
behalf of Cymedix, filed a complaint against the Company , Andrx and certain
Company and CyBear directors, officers and employees alleging the theft and
unlawful appropriation of Cymedix' computer medical software for remote online
healthcare Providers and Cymedix' Internet medical communications technology
allegedly owned by Cymedix. Cymedix is seeking treble damages totaling $396
million. The Company and

                                      F-21

<PAGE>
                                  CYBEAR, INC.

                         (A DEVELOPMENTAL STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION)
                              TO DECEMBER 31, 1997

             UNAUDITED WITH RESPECT TO THE SIX MONTHS ENDED JUNE 30,
                    1998 AND THE PERIOD FROM FEBRUARY 5, 1997
                          (INCEPTION) TO JUNE 30, 1997

Andrx believe that Cymedix's suit has no basis in substantial fact or legal
support and is without merit, and intend to vigorously defend themselves against
these claims. Accordingly, the Company and Andrx believe that the outcome of
this lawsuit will not be material to their results of operations and financial
positions. However, there can be no assurance that CyBear will prevail in this
litigation or that an adverse outcome would not have a material adverse effect
on CyBear.

         From time to time, the Company may be involved in litigation relating
to claims arising out of its operations in the normal course of business. Except
for the matter disclosed above, the Company is not currently a party to any
other legal proceeding, the adverse outcome of which, individually or in the
aggregate, could reasonably be expected to have a material adverse effect on the
Company's business, operating results and financial condition.


                                      F-22

<PAGE>

                                   1997 CORP.

            INTRODUCTION TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

         The following Unaudited Pro Forma Financial Information includes the
accounts of 1997 Corp. and CyBear, Inc. assuming that the reverse acquisition
transaction contemplated by the Acquisition Agreement is consummated and that
all of the 1997 Corp. stockholders accept the Acquisition Offer. The pending
transaction between 1997 Corp. and CyBear Inc. is accounted for as a purchase in
accordance with accounting principles generally accepted in the United States.

         The following Unaudited Pro Forma Balance Sheet presents the pro forma
combined financial position of 1997 Corp. as of June 30, 1998 as if the pending
transaction between 1997 Corp. and CyBear, Inc. had been consummated as of June
30, 1998.

         The following Unaudited Pro Forma Statements of Operations for the six
months ended June 30, 1998 and for the period from February 5, 1997 (inception)
for CyBear, Inc. and March 17, 1997 for 1997 Corp. to December 31, 1997 present
the pro forma results of the combined company as if the pending transaction
between 1997 Corp. and CyBear, Inc. had been consummated at the beginning of the
period presented.

         The unaudited pro forma basic and diluted net loss per share and the
basic and diluted weighted average shares of common stock outstanding of 1997
Corp. are determined based on the number of common shares of 1997 Corp. issued
in the Acquisition Agreement between 1997 Corp. and CyBear, Inc. as if the
pending transaction had been consummated at the beginning of the period
presented.

         This Unaudited Pro Forma Financial Information and notes thereto should
be read in conjunction with the respective historical financial statements and
notes thereto of 1997 Corp. and CyBear, Inc. contained elsewhere in this
Registration Statement. The pro forma information presented is for informational
purposes only and may not necessarily reflect future results of operations.


                                      F-23

<PAGE>
<TABLE>
<CAPTION>

                                   1997 CORP.

                        UNAUDITED PRO FORMA BALANCE SHEET

                                 JUNE 30, 1998

                                                                                                                PRO FORMA
                                                1997 CORP.           CYBEAR, INC.          ADJUSTMENT           1997 CORP.
                                                ----------           ------------          ----------           ----------
<S>                                             <C>              <C>                     <C>                <C>          
ASSETS
Current assets:
  Cash                                          $    1,078       $         4,678         $   152,688   (b)  $     158,444
  Prepaid expenses                                      --                26,265                  --               26,265
                                                -----------      ---------------         -----------        -------------
    Total current assets                             1,078                30,943             152,688              184,709

Shareholders escrowed funds                        152,688                    --            (152,688)  (b)             --

Property and equipment, net                             --               277,445                  --              277,445

Software license, net                                   --               159,941                  --              159,941

Other assets                                         20,000               25,406                  --               45,406
                                                -----------      ---------------         -----------        -------------

     Total assets                               $   173,766      $       493,735         $        --        $     667,501
                                                ===========      ===============         ===========        =============

LIABILITIES AND SHAREHOLDERS' 
EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                              $    28,817      $       106,748         $   100,000   (g)  $     235,565
  Accrued payroll and employee benefits                  --              119,300                  --              119,300
  Due to Andrx Corporation                               --            2,684,898          (2,684,898)  (a)             --
                                                -----------      ---------------         -----------        -------------
    Total current liabilities                        28,817            2,910,946          (2,584,898)             354,865
                                                -----------      ---------------         -----------        -------------
Notes payable to stockholders                         3,000                                                         3,000
Commitments and contingencies

Shareholders' equity (deficit):
  Convertible preferred stock                            --                   --                  --                   --
  Common stock                                           45               13,000                 220   (c)         13,265
                                                                                              13,000   (d)
                                                                                             (13,000)  (e)
  Additional paid-in capital                        210,005              539,064           2,684,898   (a)      3,265,646
                                                                                                (220)  (c)
                                                                                             (13,000)  (d)
                                                                                              13,000   (e)
                                                                                            (100,000)  (g)
                                                                                             (68,101)  (f)
  Accumulated deficit                               (68,101)          (2,969,275)             68,101   (f)     (2,969,275)
                                                -----------      ---------------         -----------        -------------
    Total  shareholders' equity (deficit)           141,949           (2,417,211)          2,584,898              309,636
                                                -----------      ---------------         -----------        -------------

     Total liabilities and shareholders' equity $   173,766      $       493,735         $        --        $     667,501
     (deficit)                                  ===========      ===============         ===========        =============
</TABLE>

         1997 Corp.'s shareholders' equity is redeemable.

   The accompanying notes to unaudited pro forma financial statements are an
                      integral part of this balance sheet.

                                      F-24

<PAGE>
<TABLE>
<CAPTION>

                                   1997 CORP.

                   UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

     FOR THE PERIOD FROM FEBRUARY 5, 1997 (INCEPTION) FOR CYBEAR, INC. AND
               MARCH 17, 1997 FOR 1997 CORP. TO DECEMBER 31, 1997


                                           1997 CORP.               CYBEAR, INC.                           PRO FORMA 1997 
                                                                                                                CORP.   
                                      FOR THE PERIOD FROM       FOR THE PERIOD FROM                     FOR THE PERIOD FROM
                                         MARCH 17, 1997           FEBRUARY 5, 1997                        FEBRUARY 5, 1997
                                         (INCEPTION) TO            (INCEPTION) TO                          (INCEPTION) TO
                                       DECEMBER 31, 1997         DECEMBER 31, 1997        ADJUSTMENT     DECEMBER 31, 1997
                                       -----------------        -------------------       ----------    -------------------
<S>                                      <C>                     <C>                   <C>                 <C>    
Revenues:
  Software development services to
  Andrx corporation                      $           --          $       95,927        $         --        $       95,927
                                         --------------           -------------         -----------         -------------

Operating expenses:
  Software development                               --               1,502,370                  --             1,502,370
  General and administrative                     59,393                 123,906                  --               183,299
                                         --------------           -------------         -----------         -------------

Total operating expenses                         59,393               1,626,276                  --             1,685,669
                                         --------------           -------------         -----------         -------------

  Loss from operations                          (59,393)             (1,530,349)                 --            (1,589,742)

  Interest income                                 1,362                      --                  --                 1,362
  Interest expense on due to Andrx
   corporation                                       --                 (28,220)                 --               (28,220)
                                         --------------           -------------         -----------         -------------

Net loss                                 $      (58,031)         $   (1,558,569)       $         --        $   (1,616,600)
                                         ==============           ==============        ===========         =============

Basic and diluted net loss per share      $      (0.35)          $        (0.12)                           $        (0.12)(h)
                                         ==============           ==============                            =============

Basic and diluted weighted average
  shares of common stock outstanding            167,043               12,768,303                               13,265,306 (h)
                                         ==============           ==============                            =============

</TABLE>


   The accompanying notes to unaudited pro forma financial statements are an
                       integral part of these statements.

                                      F-25

<PAGE>
<TABLE>
<CAPTION>

                                   1997 CORP.

                   UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

                     FOR THE SIX MONTHS ENDED JUNE 30, 1998

                                                                                                               PRO FORMA
                                                 1997 CORP.            CYBEAR, INC.         ADJUSTMENT         1997 CORP.
                                                 ----------            ------------         ----------         ----------
<S>                                               <C>                 <C>               <C>                   <C>    
Revenues:
  Software development services to Andrx
  Corporation
                                                  $            --     $         --      $          --         $        --
                                                  ---------------     ------------      -------------         -----------

Operating expenses:
  Software development                                         --          950,287                 --             950,287
  General and administrative                               11,396          380,771                 --             392,167
                                                  ---------------     ------------      -------------         -----------

Total operating expenses                                   11,396        1,331,058                 --           1,342,454
                                                  ---------------     ------------      -------------         -----------

  Loss from operations                                    (11,396)      (1,331,058)                --          (1,342,454)

  Interest income                                           1,326               --                 --               1,326
  Interest expense on due to Andrx Corporation                 --          (79,648)                --             (79,648)
                                                  ---------------     ------------      -------------         -----------

  Net loss                                        $       (10,070)    $ (1,410,706)     $          --         $(1,420,776)
                                                  ===============     ============      =============         ===========

  Basic and diluted net loss per share            $         (0.04)    $      (0.11)                           $     (0.11) (h)
                                                  ===============     ============                            ===========

  Basic and diluted weighted average shares of
  common stock outstanding                                265,306       13,000,000                              13,265,306  (h)
                                                  ===============     ============                            ============
</TABLE>


   The accompanying notes to unaudited pro forma financial statements are an
                       integral part of these statements.

                                      F-26
<PAGE>

                                   1997 CORP.

               NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(a)  Represents CyBear, Inc.'s capital contribution from Andrx Corporation
     resulting from the conversion of the due to Andrx Corporation immediately
     prior to the consummation of the Acquisition Agreement.

(b)  Represents the release of 1997 Corp.'s shareholders escrowed funds as a
     result of the consummation of the Acquisition.

(c)  Represents the stock split of 1997 Corp.'s 45,000 common shares outstanding
     into 265,306 common shares immediately prior to the consummation of the
     Acquisition Agreement. The contemplated 5.9:1 stock split for 1997 Corp.
     is reflected retroactively for all periods reflected.

(d)  Represents the issuance of 13,000,000 common shares of 1997 Corp. to
     acquire all the outstanding capital stock of CyBear, Inc. upon consummation
     of the Acquisition.

(e)  Represents the elimination of CyBear, Inc.'s common stock.

(f)  Represents the elimination of 1997 Corp.'s accumulated deficit.

(g)  Represents expenses incurred in connection with the transaction
     contemplated by the Acquisition Agreement.

(h)  Basic and diluted net loss per share and the basic and diluted weighted
     average shares of common stock outstanding of 1997 Corp. are determined
     based as if the stock split of 1997 Corp. and the issuance of 13,000,000
     common shares of 1997 Corp. had occurred at the beginning of all periods
     presented.

                                      F-27



<PAGE>

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT
BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OF THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF ANY OFFER TO
BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR ANY SUCH
PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER, SOLICITATION OR SALE MADE HEREUNDER, SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS.

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

                                TABLE OF CONTENTS

                                                                        PAGE

Prospectus Summary.......................................................
The Company..............................................................
Risk Factors.............................................................
The Acquisition .........................................................
Transaction Reconfirmation Offer.........................................
Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................
Business.................................................................
Management...............................................................
Conflicts of Interest....................................................
Certain Transactions.....................................................
Description of Securities................................................
Shares Eligible for Future Sale..........................................
Principal Stockholders...................................................
Legal Matters............................................................
Experts..................................................................
Additional Information...................................................
Index to Financial Statements............................................

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

UNTIL 90 DAYS AFTER THE RELEASE FROM ESCROW OF FUNDS AND SHARES OFFERED HEREBY,
ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

<PAGE>


                                   1997 CORP.

                                  30,000 SHARES



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

                                   PROSPECTUS

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


   
                               SEPTEMBER __, 1998
    


<PAGE>

                                    PART II.

INFORMATION NOT REQUIRED IN THE PROSPECTUS


ITEM 24.          INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         1997 Corp. is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. Article Tenth of
the Certificate of Incorporation and Article III of the Bylaws of 1997 Corp.
provide for indemnification of directors and officers to the fullest extent
permitted by the General Corporation Law of the State of Delaware. Reference is
made to the Certificate of Incorporation of 1997 Corp., filed as Exhibit 3.1
hereto.


         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Article Ninth of 1997 Corp.'s Certificate of
Incorporation contains such a provision.

ITEM 25.           OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth the expenses in connection with this
Registration Statement. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.


Filing Fee -- Securities and Exchange Commission......................     $100

Fees and Expenses of Accountants......................................    2,500
Fees and Expenses of Counsel..........................................    7,500
Printing and Engraving Expenses.......................................    2,500
Blue Sky Fees and Expenses............................................    5,000
Transfer and Warrant Agent fees.......................................    1,000
Miscellaneous Expenses................................................    1,400
                                                                          -----

          Total.......................................................  $20,000
                                                                        =======

                                      II-1

<PAGE>

ITEM 26.          RECENT SALES OF UNREGISTERED SECURITIES.

         In March 1997, 1997 Corp. sold 5,000 shares to Judith Haselton, and
10,000 shares to Richard L. Campbell for aggregate consideration of $20,000,
which was paid in full at the time. 1997 Corp. issued all such securities in
reliance upon the exemption from the registration requirements of the Securities
Act contained in Section 4(2) thereof.

ITEM 27.          EXHIBITS.

   
 2.      --Merger Agreement and Plan of Reorganization dated as of July 15, 1998
           among 1997 Corp., CyBear and Cy Bear Capital Corp. *
 3.1     --Certificate of Incorporation of 1997 Corp. *
 3.2     --Bylaws of 1997 Corp. *
 3.3     --Certificate of Incorporation of CyBear
 3.4     --Form of Amendment to Certificate of Incorporation of 1997 Corp.
 5.      --Opinion of Epstein, Becker & Green, P.C.*
10.1     --Form of Escrow Agreement for proceeds from sale of Shares. *
10.2     --Form of Escrow Agreement for outstanding Common Stock. *
10.3     --Corporate Services Agreement between CyBear and Andrx Corporation.
10.4     --Employment Agreement between Edward Goldman and CyBear. **
10.5     --Employment Letter between CyBear and Debra Richman. **
10.6     --Credit Agreement between Andrx Corporation and CyBear.
10.7     --CyBear Property Lease. **
16.      --Letter from Feldman Sherb Ehrlich & Co., P.C. (formerly Feldman Radin
           & Co., P.C.)
23.2     --Consent of Counsel. (Included in Exhibit 5) *
23.3     --Consent of PricewaterhouseCoopers LLP.
23.4     --Consent of Arthur Andersen LLP.
27.1     --1997 Corp. Financial Data Schedule.
27.2     --CyBear Financial Data Schedule.
28.      --Subscription Agreement for Common Stock. *

*  Previously filed.
** To be filed by amendment.
    

ITEM 28.          UNDERTAKINGS.

         The undersigned small business issuer hereby undertakes:

                  (a)(1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

                  (2) For determining liability under the Securities Act, treat
         each post-effective amendment as new registration statement of the
         securities offered, and the offering of the securities at that time to
         be the initial bona fide offering.

                  (3) To file a post-effective amendment to remove from
         registration any of the securities that remain unsold at the end of an
         offering.

                                      II-2

<PAGE>

                  (b) The undersigned small business issuer hereby undertakes to
         provide to the underwriters at the closing specified in the
         underwriting agreements, certificates in such denominations and
         registered in such names as required by the underwriters to permit
         prompt delivery to each purchaser.

                  (c) Insofar as indemnification for liabilities arising under
         the Securities Act of 1933 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 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 Act and will be governed by the final
         adjudication of such issue.

                  (d) The undersigned registrant hereby undertakes that:

                           (i) For purposes of determining any liability under
                  the Securities Act of 1933, 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.

                           (ii) For the purpose of determining any liability
                  under the Securities Act of 1933, 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-3

<PAGE>

                                   SIGNATURES

   
Pursuant to 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 this Amendment to Form SB-2 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 17th day of September, 1998.
    


                                                     1997 CORP.


                                                  By: /s/ RICHARD L. CAMPBELL
                                                     ---------------------------
                                                       RICHARD L. CAMPBELL
                                                       SECRETARY

    SIGNATURE                     TITLE                             DATE
    ---------                     -----                             ----

   
Judith S. Haselton        Chairman of the Board              September 17, 1998
                          President Director


Richard L. Campbell       Secretary, Treasurer, Director     September 17, 1998
                          (Principal Financial and
                          Accounting Officer)
    

                                      II-4

<PAGE>


                                 EXHIBIT INDEX

   
EXHIBIT                           DESCRIPTION
- -------                           -----------

 3.3      Certificate of Incorporation of CyBear

 3.4      Form of Amendment to Certificate of Incorporation of 1997 Corp.

10.3      Corporate Services Agreement between CyBear and Andrx Corporation.

10.6      Credit Agreement between Andrx Corporation and CyBear.

16.       Letter from Feldman Sherb Ehrlich & Co., P.C. (formerly Feldman Radin
          & Co., P.C.)

23.3      Consent of PricewaterhouseCoopers LLP.

23.4      Consent of Arthur Andersen LLP.

27.1      1997 Corp. Financial Data Schedule.

27.2      CyBear Financial Data Schedule.
    



                                                                     EXHIBIT 3.3

                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                                  CYBEAR, INC.

     (Pursuant to Section 607.1006 of the Florida Business Corporation Act)

The undersigned, Scott Lodin, Vice President and Secretary of CyBear, Inc., a
corporation organized and existing under the laws of the State of Florida (the
"Corporation"), the Articles of Incorporation of which were duly filed with the
Department of State of the State of Florida on February 5, 1997, HEREBY
CERTIFIES AS FOLLOWS:

         1. The name of the corporation is CYBEAR, INC.

         2. The Articles of Incorporation of the Corporation are hereby deleted
in their entirety and are amended and restated as follows:

                                 "ARTICLE I-NAME

         The name of the Corporation is CYBEAR, INC. (hereinafter called the
"Corporation").

                           ARTICLE II-MAILING ADDRESS

         The current mailing address of the principal place of business of the
Corporation is 4001 Southwest 47th Avenue, Suite 201, Ft. Lauderdale, Florida
33314.

                            ARTICLE III-CAPITAL STOCK

         The aggregate number of shares of capital stock which the Corporation
shall have the authority to issue is (i) 25,000,000 shares of Common Stock, par
value $.001 per share (the "Common Stock") and (ii) 1,000,000 shares of
Preferred Stock, par value $.001 per share (the "Preferred Stock").

         A.       PROVISIONS RELATING TO THE COMMON STOCK.

                  1. VOTING RIGHTS. Except as otherwise required by law or as
                  may be provided by the resolutions of the Board of Directors
                  (the "Board") authorizing the issuance of any class or series
                  of the Preferred Stock, all rights to vote and all voting
                  power shall be vested exclusively in the holders of the Common
                  Stock, with each share of Common Stock entitled to one vote.

                  2. DIVIDENDS. Subject to the rights of the holders of the
                  Preferred Stock, the holders of the Common Stock shall be
                  entitled to receive, when, as and if declared by the Board,
                  out of funds legally available therefor, dividends payable in
                  cash, stock or otherwise.

<PAGE>

                  3. LIQUIDATING DISTRIBUTIONS. Upon any liquidation,
                  dissolution or winding-up of the Corporation, whether
                  voluntary or involuntary, and after the holders of the
                  Preferred Stock shall have been paid in full the amounts to
                  which they shall be entitled (if any) or a sum sufficient for
                  such payment in full shall have been set aside, the remaining
                  net assets of the Corporation shall be distributed pro rata to
                  the holders of the Common Stock in accordance with their
                  respective rights and interests to the exclusion of the
                  holders of the Preferred Stock.

         B.       PROVISIONS RELATING TO PREFERRED STOCK.

                  1. GENERAL. The Preferred Stock may be issued from time to
                  time, in one or more classes or series, the shares of each
                  class or series to have such designations and powers,
                  preferences and rights, and qualifications, limitations and
                  restrictions as are stated and expressed herein and in the
                  resolution or resolutions providing for the issuance of such
                  class or series adopted by the Board as hereinafter
                  prescribed.

                  2. PREFERENCES. Subject to the rights of the holders of the
                  Corporation's Common Stock, authority is hereby expressly
                  granted to and vested in the Board to authorize the issuance
                  of the Preferred Stock from time to time, in one or more
                  classes or series, to determine and take necessary proceedings
                  fully to effect the issuance, conversion and redemption of any
                  such Preferred Stock and, with respect to each class or series
                  of the Preferred Stock, to fix and state by the resolution or
                  resolutions from time to time adopted providing for the
                  issuance thereof the following:

                           a. whether or not the class or series is to have
                           voting rights, special or conditional, full or
                           limited, or is to be without voting rights;

                           b. the number of shares to constitute the class or
                           series and the designations thereof;

                           c. the preferences and relative, participating,
                           optional or other special rights, if any, and the
                           qualifications, limitations or restrictions thereof,
                           if any, with respect to any class or series;

                           d. whether or not the shares of any class or series
                           shall be redeemable and if redeemable the redemption
                           price or prices, and the time or times at which and
                           the terms and conditions upon which, such shares
                           shall be redeemable and the manner of redemption;

                           e. whether or not the shares of a class or series
                           shall be subject to the operation of retirement or
                           sinking funds to be applied to the purchase or
                           redemption of such shares for retirement, and if such
                           retirement or sinking fund or funds be established,
                           the periodic amount thereof and the terms and
                           provisions relative to the operation thereof;

                           f. the dividend rate, whether dividends are payable
                           in cash, stock or other property of the Corporation,
                           the conditions upon which and the times when such
                           dividends are payable, the preference to or the
                           relation to the payment of the dividends payable on
                           any other class or classes or series of stock,
                           whether or not such dividend shall be cumulative or
                           noncumulative, and if cumulative, the date or dates
                           from which such dividends shall accumulate;

                                       2

<PAGE>

                           g. the preferences, if any, and the amounts thereof
                           that the holders of any class or series thereof shall
                           be entitled to receive upon the voluntary or
                           involuntary dissolution of, or upon any distribution
                           of the assets of, the Corporation;

                           h. whether or not the shares of any class or series
                           shall be convertible into, or exchangeable for, the
                           shares of any other class or classes or of any other
                           series of the same or any other class or classes of
                           the Corporation and the conversion price or prices or
                           ratio or ratios or the rate or rates at which such
                           conversion or exchange may be made, with such
                           adjustments, if any, as shall be stated and expressed
                           or provided for in such resolution or resolutions;
                           and

                           i. such other special rights and protective
                           provisions with respect to any class or series as the
                           Board may deem advisable.

         The shares of each class or series of the Preferred Stock may vary from
the shares of any other class or series thereof in any or all of the foregoing
respects. The Board may increase the number of shares of Preferred Stock
designated for any existing class or series by a resolution adding to such class
or series authorized and unissued shares of the Preferred Stock not designated
for any other class or series. The Board may decrease the number of shares of
the Preferred Stock designated for any existing class or series by a resolution,
subtracting from such series unissued shares of the Preferred Stock designated
for such class, or series, and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.

                          ARTICLE IV - REGISTERED AGENT

         The street address of the registered office of the Corporation is 4001
Southwest 47th Avenue, Suite 201, Ft. Lauderdale, Florida 33314. The name of the
registered agent of the Corporation at that address is Scott Lodin.

                         ARTICLE V - BOARD OF DIRECTORS

         A. NUMBER AND TERM OF DIRECTORS. The Corporation's Board shall consist
of not less than one nor more than nine members, with the exact number to be
fixed from time to time in the manner provided in the Corporation's bylaws. No
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director. Each director shall be elected for one year terms
expiring at the next annual meeting of shareholders, in each case until his or
her successor is duly elected and qualified or until his or her earlier
resignation, death, incapacity or removal from office.

         B. VACANCIES. Whenever any vacancy on the Board shall occur due to
death, resignation, retirement, disqualification, removal, increase in the
number of directors, or otherwise, a majority of the remaining directors in
office, although less than a quorum of the Board, may fill the vacancy for the
balance of the unexpired term of the vacant directorship, at which time a
successor or successors shall be duly elected by the shareholders and qualified.
Notwithstanding the provisions of any other Article hereof, only the remaining
directors of the Corporation shall have the authority, in accordance with the
procedures stated herein, to fill any vacancy that arises on the Board.

         C. REMOVAL. A director may be removed from office prior to the
expiration of his or her term: (i) with or without cause; and (ii) only upon the
affirmative vote of at least a majority of the outstanding shares of capital
stock of the Corporation entitled to vote for the election of directors.

                                       3

<PAGE>

                  ARTICLE VI - LIMITATION OR DIRECTOR LIABILITY

         A director shall not be personally liable to the Corporation or the
holders of shares of capital stock for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the duty of loyalty of such
director to the Corporation or such holders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 607.0831 of the Florida Business Corporation Act (the
"FBCA"), or (iv) for any transaction from which such director derives an
improper personal benefit. If the FBCA is hereafter amended to authorize the
further or broader elimination or limitation of the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the FBCA, as so
amended. No repeal or modification of this Article VI shall adversely affect any
right of or protection afforded to a director of the Corporation existing
immediately prior to such repeal or modification.

                 ARTICLE VII - SPECIAL MEETINGS OF SHAREHOLDERS

         Except as otherwise required by law and subject to the rights of the
holders of the Preferred Stock, special meetings of shareholders of the
Corporation may be called only by (i) the Board pursuant to a resolution
approved by a majority of the entire Board, (ii) the Corporation's Chief
Executive Officer or (iii) the holders of at least ten percent (10%) of the
outstanding shares of capital stock of the Corporation.

                         ARTICLE VIII - INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to, and may
purchase and maintain insurance on behalf of, its officers and directors to the
fullest extent permitted by law as now or hereafter in effect. Without limiting
the generality of the foregoing, the By-laws may provide for indemnification and
advancement of expenses to officers, directors, employees and agents on such
terms and conditions as the Board may from time to time deem appropriate or
advisable.

                               ARTICLE IX - BYLAWS

         The Board shall have the power to adopt, amend or repeal the Bylaws of
the Corporation (the "Bylaws") or any part thereof. The Bylaws may be altered,
amended or repealed, and new Bylaws may be adopted, by the shareholders upon the
affirmative vote of at least a majority of the outstanding shares of capital
stock of the Corporation entitled to vote at a shareholders' meeting duly called
for such purpose.

                              ARTICLE X - AMENDMENT

         Except as provided herein, these Amended and Restated Articles of
Incorporation may be altered, amended or repealed by the shareholders of the
Corporation in accordance with Florida law."

         This Amendment and Restatement of the Articles of Incorporation of the
Corporation was duly adopted by the holders of the outstanding shares of common
stock (which is the only class of stock entitled to be voted and which vote is
sufficient to authorize and approve this Amendment and Restatement pursuant to
applicable Florida law) of the Corporation on February 17, 1997, pursuant to
Section 607.0704 of the Florida Business

                                       4

<PAGE>

Corporation Act, and was duly and unanimously adopted by all of the Directors of
the Corporation, by unanimous written consent, on February 17, 1997.

         IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Corporation this 17th day of February, 1997.

                                          --------------------------------------
                                          Scott Lodin
                                          Vice President and Secretary

STATE OF FLORIDA           )
                           )SS
COUNTY OF BROWARD          )

         Personally appeared before me, the undersigned officer, duly authorized
to administer oaths and take acknowledgments, Scott Lodin, to me well known or
who has produced his driver's license, as the person described in and who
executed and subscribed to the foregoing Articles of Incorporation, who did take
an oath and he executed and subscribed to the same for the purposes therein
expressed.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
18th day of February, 1997.

                                          /s/ SCOTT LODIN
                                          ---------------
                                       5



                                                                     EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   1997 CORP.

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

                     PURSUANT TO SECTION 242 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE

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

         1997 CORP., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), hereby certifies
as follows:

         FIRST: The name of the corporation (which is hereinafter referred to as
the "Corporation") is 1997 CORP.

         SECOND: The original Certificate of Incorporation was filed with the
Secretary of State of Delaware on March 17, 1997.

         THIRD: The Certificate of Incorporation of the Corporation, is hereby
amended by deleting Article First and the first paragraph of Article Fourth in
their entirety and substituting in lieu thereof the following:

         "FIRST: The name of the corporation is " CyBear Inc."; and

         "FOURTH: The authorized capital stock of the Corporation shall consist
of (i) 25,000,000 shares of common stock, $.001 par value ("Common Stock") and
(ii) 2,000,000 shares of Preferred Stock, $.01 par value per share ("Preferred
Stock").

         IN WITNESS WHEREOF, the Corporation has caused it's corporate seal to
be affixed hereto and this certificate to be signed by its President this ____
day of October 1998.

                                    1997 CORP

                                    By:___________________________________
                                       President

[Corporate Seal]



                                                                    EXHIBIT 10.3

                          CORPORATE SERVICES AGREEMENT

AGREEMENT dated as of February 5, 1997 between Andrx Corporation, a Florida
corporation ("Andrx") and CyBear, Inc., a Florida corporation ("Subsidiary").

                              PRELIMINARY STATEMENT

Subsidiary desires to obtain administrative and other services from Andrx and
Andrx is willing to furnish or make such services available to Subsidiary. By
this Agreement, Andrx and Subsidiary desire to set forth the basis for the
provision of corporate services by Andrx.

                                    AGREEMENT

The parties hereto agree as follows:

1. SERVICES - Beginning on the date of this Agreement, Andrx, through its
corporate staff, will provide or otherwise make available to Subsidiary certain
general corporate services, including but not limited to accounting, tax,
corporate communications, legal, payroll, human resources, management
information system, financial and other administrative staff functions, and
shall arrange for the administration of insurance and employee benefit programs.
The services include the following:

         (a) ACCOUNTING AND SECURITIES COMPLIANCE RELATED SERVICES - Maintenance
of corporate records, assistance, if and when necessary, in preparation of
Securities and Exchange Commission filings, including without limitation
registration statements, Forms 10-K, 10-Q, and 8-K, assistance in the
preparation of Proxies and Proxy Statements and the solicitation of Proxies, and
assistance in the preparation of the Annual and Quarterly Reports to
Stockholders, maintenance of internal audit support services and review of
compliance with financial and accounting procedures.

         (b) TAX RELATED SERVICES - Preparation of Federal, state and local tax
returns (including income tax returns), tax research and planning, and
assistance with tax audits (Federal, state and local).

         (c) INSURANCE AND EMPLOYEE BENEFIT RELATED SERVICES - Arranging for
liability, property and casualty, and other normal business insurance coverage.
Support for product, worker safety and environmental programs (but Subsidiary
acknowledges that principal responsibility for compliance rests with the
Subsidiary). Administration of Subsidiary's employee participation in employee
benefit plans sponsored by Andrx and insurance programs such as the following:
401(k) plan, group medical insurance, group life insurance, disability
insurance, stock options plan, and filing of reports under ERISA for employee
benefit plans sponsored by Andrx.

         (d) CORPORATE RECORD KEEPING SERVICES - Maintenance of corporate
records, including without limitation, maintenance of minutes of meetings of the
Boards of Directors and Stockholders, supervision of transfer agent and
registrar functions,

                                       1

<PAGE>

coordination of stock repurchase programs, and tracking of stock issuance and
reserved shares.

         (e) OTHER - Any other services requested by Subsidiary and agreed upon
by Andrx. These may include, but are not limited to, services specifically
requested by Subsidiary or services which in Andrx's judgment are not routine
administrative services or create unusual burdens or demands on Andrx's
resources, such as litigation support, acquisition and offering support services
(including legal services), corporate development, tax audit support or public
or investor relations services other than routine shareholder communications.

2. COMPENSATION - For performing general services of the type described above in
Section 1, Andrx will initially charge Subsidiary an fixed fee of $10,000.00 per
month, which fee is intended to compensate Andrx for Subsidiary's pro rata share
of the aggregate costs actually incurred by Andrx in connection with the
provision of such services to all recipients thereof. The fee set forth in the
preceding sentence may be adjusted from time to time by mutual agreement of
Andrx and Subsidiary. The charges for other services will be determined and be
payable no less frequently than on a quarterly basis. The charges will be due
when billed and shall be paid no late than 30 days from the date of billing.
When services on the type described above in this Section 1 are provided by
outside providers to Subsidiary or, in connection with the provision of such
services out-of-pocket costs are incurred such as travel, the cost thereof will
be paid by Subsidiary. To the extent that Subsidiary is billed by the provider
directly, Subsidiary shall pay the bill directly. If Andrx is billed for such
services, Andrx may pay the bill and charge Subsidiary the amount of the bill or
forward the bill to Subsidiary for payment.

3. SUBSIDIARY'S DIRECTORS AND OFFICERS. Nothing contained herein will be
construed to relieve the directors or officers of Subsidiary from the
performance of their respective duties or to limit the exercise of their powers
in accordance with the charter of By-Laws of Subsidiary or in accordance with
any applicable statute or regulation.

4. LIABILITIES. In furnishing Subsidiary with management advice and other
services as herein provided, neither Andrx any of its officers, directors or
agents shall be liable to Subsidiary or its creditors or shareholders for errors
of judgment or for anything except willful malfeasance, bad faith or gross
negligence in the performance of their duties or reckless disregard of their
obligations and duties under the terms of this Agreement. The provisions of this
Agreement are for the sole benefit of Andrx and Subsidiary and will not, except
to the extent otherwise expressly stated herein, inure to the benefit of any
third party.

5. TERM. The initial term of the Agreement shall begin on the date of this
Agreement and continue through the end of the current fiscal year. This
Agreement shall automatically renew at the end of the initial term for
successive one-year terms until terminated in accordance with subsection (a)
below.

                                       2

<PAGE>

         (a) TERMINATION. This Agreement may be terminated by either party upon
thirty days prior notice to the other. In addition, this Agreement shall
automatically terminate without any further action by either party on the date
the Subsidiary ceases to be at least 50% directly or indirectly owned by Andrx.

         (b) TERMINATION FEE. In the event of a termination of this Agreement,
Subsidiary shall pay to Andrx its pro rata fee pursuant to Section 2 for the
year in which the termination takes effect plus a termination fee equal to the
fee payable under Section 2 for the most recent nine consecutive months.

         (c) POST-TERMINATION SERVICES. Following a termination of this
Agreement, corporate administrative services of the kind provided under the
Agreement may continue to be provided to a Subsidiary on an as-request basis by
the Subsidiary or as required in the event it is not practicable for the
Subsidiary to provide such services or it is otherwise unable to identify
another source to provide such services (as would be the case for administration
of employee benefit plans and insurance programs sponsored by Andrx and in which
Subsidiary's employees participate) or as otherwise required by Andrx acting in
its capacity as majority stockholder of Subsidiary . In the event such services
are provided by Andrx to Subsidiary, Subsidiary shall be charged by Andrx a fee
equal to the market rate for comparable services charged by third-party vendors.
Such fee will be charged monthly and payable by Subsidiary within thirty days.
The obligations of Subsidiary set forth in this Section 5 (d) shall survive the
termination of this Agreement.

6. STATUS. Andrx shall be deemed to be an independent contractor and except as
expressly provided or authorized in this Agreement, shall have no authority to
act or represent Subsidiary.

7. OTHER ACTIVITIES OF ANDRX. Subsidiary recognizes that Andrx now renders and
may continue to render management and other services to other companies that may
or may not have policies and conduct activities similar to those of Subsidiary.
Andrx shall be free to render such advice and other services, and Subsidiary
hereby consents thereto. Andrx shall not be required to devote full time and
attention to the performance of its duties under this Agreement, but shall
devote only so much of its time and attention as it deems reasonable or
necessary to perform the services required hereunder.

8. NOTICES. All notices, billing, requests, demands, approvals, consents, an
other communications which are required or may be given under this Agreement
will be in writing and will be deemed to have been duly given if delivered
personally or sent by registered or certified mail, return receipt requested,
postage prepaid to the parties at their respective addresses set forth below:

                                       3

<PAGE>

         If to Subsidiary:

         CyBear, Inc.
         4001 S.W. 47 Avenue
         Ft. Lauderdale, Fl 33314
         Attention:  Chief Executive Officer

         If to Andrx:

         Andrx Corporation
         4001 S.W. 47 Avenue
         Ft. Lauderdale, Fl 33314
         Attention:  Chief Executive Officer

9. NO ASSIGNMENT. This Agreement shall not be assignable except with the prior
written consent of the other party to this Agreement.

10. APPLICABLE LAW. This Agreement shall be governed by and construed under the
laws of the State of Florida applicable to contracts made and to be performed
therein.

11. PARAGRAPH TITLES. The paragraph titles used in this Agreement are for
convenience of reference only and will not be considered in the interpretation
of construction of any of the provisions thereof.

                                       4

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as a
sealed instrument by their duly authorized officers as of the date first above
written.

                                        ANDRX CORPORATION

                                        By:     /s/ ANGELO MALAHIAS
                                                --------------------------------
                                        Title:  VICE PRESIDENT & CHIEF FINANCIAL
                                                   OFFICER

                                        CYBEAR, INC.

                                        By:     /s/ SCOTT LODIN
                                                --------------------------------
                                        Title:  VICE PRESIDENT & GENERAL COUNSEL

                                       5


                                                                    EXHIBIT 10.6

                           REVOLVING CREDIT AGREEMENT
                                                           September 15, 1998


         CyBear, Inc. ("CyBear"), promises to pay to Andrx Corporation, a
Florida corporation ("Andrx") or order, at 4001 SW 47 Avenue, Suite 201, Ft.
Lauderdale, Florida or such other address as may be designated by Andrx in
writing from time to time such sum that has been advanced to CyBear by Andrx
(the "Principal Amount"), plus interest thereon at the rate hereafter set forth.


         1. Interest shall accrue on the unpaid Principal Amount of this
Agreement from the date hereof until the Principal Amount is repaid in full, at
an interest rate equal to Prime Rate of Interest plus 1/2% per annum. All
computations of the interest rate hereunder shall be made on the basis of a year
of 365 days on the actual number of days (including the first day but excluding
the last day) any Principal Amount is outstanding.

         2. This Agreement reflects the agreement by Andrx to continue to fund
CyBear's operations until CyBear is in a position to raise at least $4,000,000
of its own financing (whether debt or equity) or 12 months from the date CyBear
completes its merger with 1997 Corp., whichever date is earlier (the "Maturity
Date"). Andrx agrees to make at least $3,000,000 available to CyBear on CyBear's
demand. The Principal Amount and all interest thereon shall be paid to Andrx on
the Maturity Date or at such other time and manner as the parties hereto agree,
in writing.

         3. Andrx shall keep a record of the amount and the date of the making
of each advance pursuant to this Agreement and each payment of principal with
respect thereto by endorsing such information on the schedule annexed hereto and
made a part hereof. Andrx shall promptly provide to CyBear a copy of each newly
endorsed modification to the schedule.

         4. Both principal and interest are payable in lawful money of the
United States of America to the account of Andrx by wire transfer of same day
funds to the account of Andrx at such banking institution as Andrx designates
or, if requested by Andrx, by certified or bank cashier's check payable to Andrx
mailed to Andrx at the address of Andrx as set forth on the records of CyBear or
such other address as shall be designated in writing by Andrx to CyBear.

         5. If any payment due under this Agreement is not paid within thirty
(30) days of the date it is due or CyBear fails to perform any of its
obligations in connection with this Agreement (such event being herein referred
to as a "Default"), Andrx has the right to declare all amounts under this
Agreement immediately due and payable and to require that CyBear thereafter pay
interest at the rate of 18% per annum on the outstanding Principal Amount,
beginning on the date the payment was due or the date

<PAGE>

the non-payment Default occurred and ending on the date such Default has been
cured to Andrx's satisfaction.

          6. CyBear hereby (i) agrees to perform and comply with each of the
terms, covenants and provisions contained in this Agreement, (ii) waives
presentment and demand for payment, notice of dishonor, protest and notice of
protest, and (iii) agrees to pay all of Andrx costs of collection when incurred,
including reasonable attorneys' fees and expenses.

          7. This Agreement is subject to the express condition that at no time
shall CyBear be obligated or required to pay interest on the principal balance
at a rate which could subject Andrx to either civil or criminal liability as a
result of being in excess of the maximum rate which CyBear is permitted by law
to contract or agree to pay. If by the terms of this Agreement CyBear is at any
time required or obligated to pay interest on the principal balance at a rate in
excess of such maximum rate, the interest rate due hereunder shall be
immediately reduced to such maximum rate and interest payments in excess of such
maximum rate shall be applied and shall be deemed to have been payments in
reduction of the principal balance.

          8. The amounts due under or pursuant to this Agreement may be prepaid
in whole or in part without penalty or premium.

          9. This Agreement may not be changed or terminated orally, but only by
an agreement in writing signed by the party against whom enforcement of such
change or termination is sought.

         10. CyBear represents that the obligations and debt referred to in this
Agreement are valid, binding and enforceable against it.

         11. This Agreement shall be governed by and construed under the laws of
the State of Florida.

         CyBear and Andrx have duly executed this Revolving Credit Agreement on
the day and year set forth above.


CyBear, Inc.                                     Andrx Corporation



By: _________________________                    By: _________________________
Name:                                            Name:
Title:                                           Title:


                                                                      EXHIBIT 16

Securities and Exchange Commission
Washington, DC 20549

Gentlemen:

We were previously the principal accountants for 1997 Corp. and on March 31,
1997 we reported on the balance sheet of 1997 Corp. (a development stage
enterprise) as of March 31, 1997. We have read the Company's statements in
"Experts" included in the Registration Statement (No. 333-24671) on Amendment
No. 3 to Form SB-2 and we agree with such statements.

                              /s/ FELDMAN SHERB EHRLICH & CO. P.C.
                              ------------------------------------
                              Feldman Sherb Ehrlich & Co. P.C.
                              Certified Public Accountants
                              (Formerly Feldman Radin & Co., P.C.)

New York, NY
September 14, 1998


                                                                    EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We consent to the inclusion in this Registration Statement on Form
SB-2, Post-Effective Amendment No. 3, of our report dated February 28, 1998
relating to the 1997 financial statements of 1997 Corp.

         We also consent to the reference to our Firm under the caption
"Experts".


                                                    PricewaterhouseCoopers LLP

New York, New York
September 17, 1998



                                                                    EXHIBIT 23.4

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
registration statement.



ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida
  September 17, 1998.

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>                                 <C>
<PERIOD-TYPE>                   YEAR                                6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997                          DEC-31-1998              
<PERIOD-START>                                 MAR-17-1997                          JAN-01-1998
<PERIOD-END>                                   DEC-31-1997                          JUN-30-1998
<CASH>                                         152,426                              153,765
<SECURITIES>                                   0                                    0
<RECEIVABLES>                                  0                                    0
<ALLOWANCES>                                   0                                    0
<INVENTORY>                                    0                                    0
<CURRENT-ASSETS>                               152,426                              173,765
<PP&E>                                         0                                    0
<DEPRECIATION>                                 0                                    0
<TOTAL-ASSETS>                                 152,426                              173,765
<CURRENT-LIABILITIES>                          407                                  31,816
<BONDS>                                        0                                    0
                          0                                    0
                                    0                                    0
<COMMON>                                       45                                   141,949<F1>
<OTHER-SE>                                     151,974                              0
<TOTAL-LIABILITY-AND-EQUITY>                   152,426                              173,765
<SALES>                                        0                                    305<F2>
<TOTAL-REVENUES>                               1,362                                305<F2>
<CGS>                                          0                                    0
<TOTAL-COSTS>                                  0                                    0
<OTHER-EXPENSES>                               59,393                               8,996
<LOSS-PROVISION>                               0                                    (8,284)
<INTEREST-EXPENSE>                             0                                    0
<INCOME-PRETAX>                                (58,031)                             0
<INCOME-TAX>                                   0                                    0
<INCOME-CONTINUING>                            (58,031)                             0
<DISCONTINUED>                                 0                                    0
<EXTRAORDINARY>                                0                                    0
<CHANGES>                                      0                                    0
<NET-INCOME>                                   (58,031)                             (8,284)
<EPS-PRIMARY>                                  (2.05)                               (0.18)
<EPS-DILUTED>                                  (2.05)                               (0.18)
<FN>
<F1> Includes restricted cash
<F2> Interest Income
</FN>
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>                                 <C>
<PERIOD-TYPE>                   11-MOS                              6-MOS           
<FISCAL-YEAR-END>                              DEC-31-1997                          DEC-31-1998
<PERIOD-START>                                 FEB-05-1997                          JAN-01-1998
<PERIOD-END>                                   DEC-31-1997                          JUN-30-1998
<CASH>                                         1,000                                4,678
<SECURITIES>                                   0                                    0
<RECEIVABLES>                                  0                                    0
<ALLOWANCES>                                   0                                    0
<INVENTORY>                                    0                                    0
<CURRENT-ASSETS>                               31,707                               30,943
<PP&E>                                         240,535                              375,996
<DEPRECIATION>                                 (51,470)                             (98,551)
<TOTAL-ASSETS>                                 395,456                              493,735
<CURRENT-LIABILITIES>                          1,410,119                            2,910,946
<BONDS>                                        0                                    0
                          0                                    0
                                    0                                    0
<COMMON>                                       13,000                               13,000
<OTHER-SE>                                     (1,027,663)                          (2,430,211)
<TOTAL-LIABILITY-AND-EQUITY>                   395,456                              493,735
<SALES>                                        0                                    0
<TOTAL-REVENUES>                               95,927                               0
<CGS>                                          0                                    0
<TOTAL-COSTS>                                  0                                    0
<OTHER-EXPENSES>                               1,626,276                            1,331,058
<LOSS-PROVISION>                               0                                    0
<INTEREST-EXPENSE>                             28,220                               79,648
<INCOME-PRETAX>                                (1,558,569)                          (1,410,706)
<INCOME-TAX>                                   0                                    0
<INCOME-CONTINUING>                            (1,558,569)                          (1,410,706)
<DISCONTINUED>                                 0                                    0
<EXTRAORDINARY>                                0                                    0
<CHANGES>                                      0                                    0
<NET-INCOME>                                   (1,558,569)                          (1,410,706)
<EPS-PRIMARY>                                  (0.12)                               (0.11)
<EPS-DILUTED>                                  (0.12)                               (0.11)
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission