Officeland, Inc.
Ticker:OFLDF 312 Dolomite Drive, Suite 212
Exchange:NASDAQ-Small Cap Market Downsview, CANAD M3J 2N2
Industry:Retail (SIC Code 5044) 4167364000

Offering Information
Type of Shares:Common Shares Filing Date:12/23/96
U.S. Shares:700,000 Offer Date:3/25/97
Non-U.S. Shares:0 Filing Price: -
Primary Shares:700,000 Offer Price:$3.13
Secondary Shares:0 Gross Spread:$0.31
Offering Amount: $1,680,000 Selling:$0.15
Expenses:$250,625 Reallowance:
Shares Out After:5,270,333

Primary Underwriting Group
ManagerTierPhone
Joseph Charles & Associates, Inc.Lead Manager (310) 274-4402

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Moskowitz Altman & Frankel
Bank's Law Firm: De Martino Finkelstein Rosen & Virga
Auditor: Doane Raymond
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
11/30/95 8/31/96 8/31/96
Revenue:$6.05$7.17Assets:$3.79
Net Income:$0.46$0.32Curr Assets:
EPS:$0.21$0.15Liabilities:$1.88
Prior EPS:$0.03Curr Liabilities:
Cash Flow/Oper:Equity:$1.90
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was incorporated in 1983 and is engaged in the business of purchasing, selling, and otherwise dealing in used photocopiers in the United States. The company obtains a majority of its inventory from original equipment manufacturers of photocopiers who obtain used photocopiers as "trade-ins" when selling new photocopiers. The company intends to expand its business activities in the U.S. and Canada. The used photocopier market, particularly in the high capacity models, has been growing due to increased durability of the photocopiers that have been produced in the last several years, and the availability of high quality service and maintenance organizations. Customers for photocopying equipment are able to purchase used equipment with similar features for significantly less cost than new equipment. The company has recognized this trend and has endeavored to increase its business in this industry.

Competition
The company competes primarily with dealers in new and used office equipment as well as with liquidators and, to some extent, with manufacturers offering new and used photocopiers and other office equipment. The company competes on the basis of availability, quantity, variety of merchandise, service availability and price. The company competes for wholesale customers throughout Canada and the United States on the basis of availability, quality and price with wholesalers of used office equipment and distressed merchandise. The company believes that the used photocopier industry is generally made up of a number of independent small dealers whose inventory, in most cases, is limited. By obtaining large inventories, the company believes it can offer potential purchasers a variety of choices of equipment to meet their needs or in the alternative, provide a purchaser who is seeking a specific price of equipment, with equipment meeting those specifications. The company, however, does not in most cases choose the models of photocopier which are obtained as trade-in and accordingly, is subject to the risk that certain photocopiers may have little market value. The company obtains a majority of its used office equipment in accordance with its arrangements with Kodak and other OEMs. It competes for the balance of its inventory and supply of used office equipment with dealers, dealers is distressed merchandise and with liquidators. As the company expands its marketing efforts it expects to encounter competition from additional entities who may have substantially greater resources, sources of supply and name recognition than the company.

Use of Proceeds
The proceeds from the proposed offering will be used to purchase inventory, to engage independent regional sales representatives in the United States, for marketing, for working capital, and to repay short term debt.

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