All American Food Group, Inc.
Ticker:AAFG 9 Law Drive
Exchange:NASDAQ-Small Cap Market Fairfield, New Jersey 07006
Industry:Retail (201) 244-9336

Type of Shares:Common Shares Filing Date:5/3/96
U.S. Shares:1,100,000 Offer Date:12/13/96
Non-U.S. Shares:0 Filing Price:$3.50
Primary Shares:1,100,000 Offer Price:$3.50
Secondary Shares:0 Gross Spread:$0.35
Offering Amount: $3,850,000 Selling:
Expenses:$438,000 Reallowance:
Shares Out After:3,032,661

ManagerTierPhone
R.T.G. Richards & CompanyLead Manager

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
1/31/96 7/31/96 7/31/95 7/31/96
Revenue:$3.24$2.03$1.71Assets:$2.16
Net Income:-$1.15-$1.20-$1.20Liabilities:$1.21
EPS:-$0.31-$0.79-$1.40Equity:$0.94

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

Business Description
All American Food Group, Inc. franchises two distinct bagel store concepts, distributes bagel bakery equipment and currently operates four retail bagel stores. All of the company's bagels are prepared using the company's proprietary bagel mix and dough conditioner, in the "Old World" style, by first boiling and then baking the dough using the company's bagel kettle and bagel oven. The company believes that this process and the use of its proprietary ingredients and its equipment ensure the consistent preparation of premium quality bagels with a shine, crust, texture and overall flavor that distinguish its products from those of its competitors. The company franchises its concepts and operates its bagel stores under the names "Goldbergs Original Old World Bagels" and "Sammy's New York Bagels".

Use of Proceeds
The proceeds from the proposed offering will be used for mandatory redemption of 175,000 outstanding shares of preferred stock, opening of company owned flagship stores, expansion of equipment inventory, consolidation, integration and expansion or relocation of commissary facilities and the relocation of corporate headquarters; marketing and promotional activities, reduction of accounts payable and accrued expenses; development of the company's franchise system; working capital and general corporate purposes.

Last updated: 12/29/96

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