Intellicell Corp
Ticker:ITCL 6929 Hayvenhurst Avenue
Exchange:NASDAQ-National Market Van Nuys, California 91406
Industry:Wholesale (818) 906-7777

Type of Shares:Common Shares Filing Date:11/4/96
U.S. Shares:2,000,000 Offer Date:12/18/96
Non-U.S. Shares:0 Filing Price:$6.00
Primary Shares:2,000,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.40
Offering Amount: $12,000,000 Selling:$0.20
Expenses:$900,000 Reallowance:$0.10
Shares Out After:3,852,887

ManagerTierPhone
Sands Brothers & Co., Ltd.Lead Manager (212) 697-5200

Auditor: Eisner, Richard A.
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$69.85$42.47$37.23Assets:$14.71
Net Income:$0.40$6.21$0.18Liabilities:$14.07
EPS:$0.12$0.18$0.05Equity:$0.64

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is engaged in the wholesale distribution of wirelss communications products. The company offers cellular telephone and accessories from leading manufacturers featuring such brand names such as AT&T;, Audiovox, Ericsson, Mitsubishi, Motorola, Nokia, NEC, OKI, Panasonic, Pioneer and Sony. The company also offers a proprietary line of access products under the Intellicell (R) name.

Use of Proceeds
The company intends to us the net proceeds of this offering principally in connection with its proposed expansion, including financing increased levels of inventories and accounts receivable; repayment of indebtedness; and the balance for working capital and general corporate purposes.

Last updated: 12/29/96

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