Sound Source Interactive, Inc.
(www.cris.com/~ssi)
Ticker: SSII 2985 E Hillcrest Drive, Suite A
Exchange: NASDAQ-Small Cap Market Westlake Village, California 91362
Industry: High-Tech (805) 494-9996

Type of Shares:Common Shares Filing Date:12/22/95
U.S. Shares:2,400,000 Offer Date:7/2/96
Non-U.S. Shares:0 Filing Price:$4.00
Primary Shares:2,400,000 Offer Price:$4.00
Secondary Shares:0 Gross Spread:$0.40
Offering Amount: $9,600,000 Selling:$0.20
Expenses:$600,000 Reallowance:$0.10
Shares Out After:4,208,291

ManagerTierPhone
Boston GroupLead Manager (800) 382-3220
Joseph Stevens & Company, L.P.Co-manager (212) 361-3000

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/95 12/31/95 12/31/94 12/31/95
Revenue:$2.16$1.12$1.60Assets:$4.17
Net Income:-$1.73-$2.01-$0.45Liabilities:$1.43
EPS:-$0.85-$1.08-$0.23Equity:$2.73

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

Business Description
Sound Source Interactive, Inc. (the "Company") is engaged primarily in developing, publishing and marketing educational, interactive computer software for children. MOVIEBOOKS, which combine text, photos, sound clips and actual film footage of well recognized family films and cartoon series, are the Company's major software products. MOVIEBOOKS are developed and published by the Company on compact disk-read only memory ("CD-ROM") for multimedia personal computers ("Multimedia PCs") as entertaining, interactive reading tools for young children. The Company also produces a variety of entertainment computer software utilities which incorporate screen savers, sound clips known as AUDIOCLIPS other content based on entertainment properties. The new entertainment utilities are marketed as limited edition serialized collector editions. The Company is currently developing another line of products which it refers to as creativity centers. This product line combines learning activities such as painting, drawing, matching, puzzles and mazes within a framework of three distinct skill levels.

Use of Proceeds
Proceeds from the proposed offering will be used to repay notes issued to investors in a 1995 private placement, to obtain additional licenses, to pay sales and marketing costs, to make capital expenditures and for working capital.

Last updated: 10/28/96

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