CD-MAX, Inc.
Ticker: MAXX 11480 Sunset Hills Road, Suite 110
Exchange: NASDAQ-Small Cap Market Reston, Virginia 22090
Industry: Manufacturing (703) 471-5755

Type of Shares:Common Shares Filing Date:7/18/96
U.S. Shares:2,300,000 Offer Date:8/14/96
Non-U.S. Shares:0 Filing Range:$3.00 - $4.00
Primary Shares:2,300,000 Offer Price:$3.06
Secondary Shares:0 Gross Spread:
Offering Amount: $8,050,000 Selling:
Expenses:$589,000 Reallowance:
Shares Out After:3,847,300

ManagerTierPhone
Joseph Stevens & Company, L.P.Lead Manager (212) 361-3000

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/95 3/31/96 3/31/95 3/31/96
Revenue:$0.00$0.01$0.00Assets:$0.63
Net Income:-$1.08-$1.04-$0.76Liabilities:$1.12
EPS:Equity:-$0.49

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

Business Description
The company, a development stage company with minimal revenues to date, is engaged in the business of developing and marketing the CD-MAX Systems, based upon its proprietary technology. The technology ids designed to allow publishers to of professional, corporate, library and educational CD-ROM based information to sell their information to end-users on a usage basis. Publishers in these fields currently sell CD-ROM titles for a fixed fee, normally as an annual subscription. The company believes that the CD-MAX Systems has the potential to increase the revenues of CD-ROM publishers by reducing copyright and license abuse and enabling them to expand into new markets. The CD-MAX System consists of proprietary metering and encryption software and billing services. The CD-MAX System is being adapted for use on the INternet and is expected to be commercially available during 1996 under the name NET-MAX.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of bridge financings; payment of deferred management salaries; sales and marketing; product development; and working capital.

Last updated: 10/28/96

©1996 IPO Data Systems, Inc. - All rights reserved.