Apollo International of Delaware, Inc.
Ticker:AIOD 6542 U.S. Highway 41, Suite 215
Exchange:NASDAQ-Small Cap Market Apollo Beach, FL 33572
Industry:Manufacturing (SIC Code 3625) (813) 645-7677

Offering Information
Type of Shares:Common Shares Filing Date:12/17/96
U.S. Shares:800,000 Offer Date:7/11/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:800,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $4,000,000 Selling:
Expenses:$428,000 Reallowance:
Shares Out After:3,499,786

Primary Underwriting Group
ManagerTierPhone
May Davis Group, Inc.Lead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Greenberg Traurig Hoffman Lipoff Rosen & Quentel
Bank's Law Firm: Gersten, Savage, Kaplowitz & Curtin
Auditor: Most Horowitz & Company, LLP
Registrar/Transfer Agent: Affiliated Stock Transfer Company

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
10 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 10/31/96 10/31/95 10/31/96
Revenue:$0.00$0.00$0.00Assets:$0.80
Net Income:-$0.57-$1.29-$0.43Curr Assets:
EPS:-$0.41-$0.57-$0.37Liabilities:$0.47
Prior EPS:-$0.02-$1.32-$0.54Curr Liabilities:
Cash Flow/Oper:-$0.66Equity:$0.32
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a development stage company formed in Delaware in November, 1994. the company's objective is to integrate new computer and fiber optics technologies into electric power protection and control products for industry and electric utilities. The company is developing is developing concurrently two product lines, the first of which is designed to monitor motors used by industrial users, and the second of which, is designed to monitor electric power transmission for industrial users and electric utilities. The target market for the motor protection and control product line is industrial end users such as steel mills, mining operations, pulp and paper mills, and petrochemical companies. The NOVA product line is designed for the utility substation marketplace which includes public and investor owned utilities, cogeneration facilities, and large industrial users who operate their own electric power substations.

Use of Proceeds
The proceeds from the proposed offering will be used for product development and engineering in the continuing design and testing of its products; equipment expenditures; marketing and selling costs associated with expansion of its domestic and international sales network; the design and development of marketing materials, the hiring of additional personal personnel; repayment of loans from, and payment of consulting fees to, officers, directors and/or principal shareholders of the company and working capital and general corporate purposes.

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