Dunn Computer Corporation
(www.dunncomp.com)
Ticker:DNCC 1306 Squire Court
Exchange:NASDAQ-National Market Sterling, VA 20166
Industry:High-Tech (SIC Code 3571) (703) 450-0400

Offering Information
Type of Shares:Common Shares Filing Date:1/13/97
U.S. Shares:1,000,000 Offer Date:4/21/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,000,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $5,000,000 Selling:$0.30
Expenses:$475,000 Reallowance:$0.10
Shares Out After:5,000,000

Primary Underwriting Group
ManagerTierPhone
Network One Financial Securities, Inc.Lead Manager (908) 758-9001

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Gersten, Savage, Kaplowitz & Curtin
Bank's Law Firm: Stark & Stark, P.C.
Auditor: Ernst & Young
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
10/31/96 10/31/96
Revenue:$18.10Assets:$5.28
Net Income:$1.24Curr Assets:
EPS:$0.31Liabilities:$3.34
Prior EPS:$0.06Curr Liabilities:
Cash Flow/Oper:$1.08Equity:$1.94
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company manufactures custom computer systems for the Government and selected commercial accounts. Dunn markets its products directly to the Government as a prime contractor or indirectly as a sub-contractor to other federal contractors. The company supplies systems under its own label or the customer's brand name. The company's products include Intel based computer systems configured to meet customer specifications, private label systems, notebook computers and high performance local area and Internet servers. The company also provides related services to its customers, including integration and staging services, configuration control, upgrading existing systems and world-wide warranty support. The company does not provide specialized or proprietary products to the Government. All Government contracts have standard termination clauses which allow the Government to terminate the contracts for convenience. The Government has not prematurely terminated any contracts with the company during the company�s ten year history.

Competition
The company believes that unique terms and conditions and technical specifications of Government customers typically preclude national brand companies (IBM, Compaq, Apple, etc.) from being successful in responding to Government RFPs. The microcomputer products industry is highly competitive. Pricing is very aggressive in the industry and the company expects pricing pressures to continue to intensify. The microcomputer products industry is also characterized by rapid changes in technology and consumer preferences, short product life cycles and evolving industry standards.

Business Plan
By historically focusing primarily on the Government market while offering a wide variety of horizontal computer applications, management believes the company has benefited from the following advantages: 1) significant inventory risk eliminated because inventory is procured to satisfy firm fixed price contracts; 2) the company's products are built to contract order allowing the company to take advantage of the latest in technology and market prices; 3) receivable collections and bad debt are significantly reduced due to the stability of the Government; 4) less marketing expenses due to consolidated market; 5) customization of products can be accomplished easily because products are purchased to satisfy a serviceability goals; 6) historical price decreases in computer parts, such as memory, processors, and computer hard disks allow the company to increase profit margins over the life of the contract.

Use of Proceeds
The proceeds from the proposed offering will be used for improvements in its manufacturing capabilities, selling and marketing, and for working capital and general corporate purposes.

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