ASD Group, Inc.
Ticker:ASDG 1 Industry Street
Exchange:NASDAQ-Small Cap Market Poughkeepsie, NY 12603
Industry:Service (SIC Code 8711) (914) 452-3000

Offering Information
Type of Shares:Common Shares Filing Date:7/8/96
U.S. Shares:940,000 Offer Date:5/13/97
Non-U.S. Shares:0 Filing Range:$5.50 - $6.00
Primary Shares:940,000 Offer Price:$5.75
Secondary Shares:0 Gross Spread:$0.57
Offering Amount: $5,405,000 Selling:$0.28
Expenses:$514,000 Reallowance:$0.10
Shares Out After:1,682,917

Primary Underwriting Group
ManagerTierPhone
H.J. Meyers & Company, IncorporatedLead Manager (212) 298-8942

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Broad and Cassel
Bank's Law Firm: Orrick, Herrington & Sutcliffe
Auditor: Deloitte & Touche
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 12/27/96 12/29/95 12/27/96
Revenue:$26.11$8.21$13.33Assets:$14.77
Net Income:$0.41-$0.16$0.33Curr Assets:
EPS:$0.64-$0.26$0.52Liabilities:$13.69
Prior EPS:$0.27$0.27-$0.17Curr Liabilities:
Cash Flow/Oper:-$1.94Equity:$1.08
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
ASD Group, Inc. provides comprehensive contract manufacturing and engineering services to original equipment manufacturers. The Company specializes in the fabrication, assembly and testing of complex industrial products and non-invasive medical equipment. The Company manufactures complete systems, as well as assemblies, including printed circuit boards, cable and wire harnesses and other electro-mechanical assemblies. The Company complements its basic manufacturing services by providing its customers with a broad range of sophisticated product engineering and design services. Products manufactured by the Company range from highly sophisticated atomic force microscopes (which measure the electrical field of an atom) to less complex products such as sign plotting devices.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of indebtedness, sales and marketing activities, capital expenditures, working capital and other general corporate purposes.

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