ML Direct, Inc.
Ticker: MLDR 300 Park Avenue, Suite 1700
Exchange: NASDAQ-National Market New York, New York 10022
Industry: Financial (212) 572-6209

Type of Shares:Common Shares Filing Date:4/4/96
U.S. Shares:960,000 Offer Date:9/4/96
Non-U.S. Shares:0 Filing Range:$6.50 - $7.50
Primary Shares:960,000 Offer Price:$7.50
Secondary Shares:0 Gross Spread:$0.75
Offering Amount: $6,720,000 Selling:
Expenses:$792,500 Reallowance:
Shares Out After:4,120,000

ManagerTierPhone
Patterson Travis, Inc.Lead Manager (212) 837-7340
I.A. Rabinowitz & Co.Co-manager (212) 425-0037

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
11/30/95 2/29/96 2/29/96
Revenue:$0.76$0.07Assets:$0.42
Net Income:-$0.08-$0.19Liabilities:$0.29
EPS:-$0.02-$0.05Equity:$0.14

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

Business Description
The Company was founded to expand the market opportunities of products that have already achieved sales successes through opportunities of products that have already achieved sales success through direct response television including infomercials. To do so, ML Direct has hired, and will continue to hire, seasoned DRTV and consumer marketing industry executive and has pursued and will continue to pursue affiliations with both product suppliers and various channels of product distribution. ML Direct intends to both acquire the rights to, and itself develop, certain products for consumer distribution. In doing so, it will exploit both domestic and international markets,and rely on distribution through supermarkets, mass merchandisers, drug chains, and department stores(broad retail distribution), as well as infomercials and shopping networks (electronic retailing ) and catalogs and print media (direct marketing). The Company's initial focus, however, will be to capitalize and expand upon the already established pattern of success that certain products which are first introduced to the marketplace via electronic retailing enjoy when they are subsequently made available at retail.

Use of Proceeds
The proceeds from the proposed offering will be used for purchase of HSS stock, working capital, acquisitions, and redemption of Series A preferred stock.

Last updated: 10/28/96

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