Butterwings Entertainment Group, Inc.
Proposed Ticker:EATS 2345 Pembroke Avenue
Exchange:NASDAQ-Small Cap Market Hoffman Estates, IL 60195
Industry:Retail (SIC Code 5812) (847) 925-1050

Filing Information
Type of Shares:Common Shares Filing Date:1/28/97
U.S. Shares Filed:1,112,000 Filing Price:$6.50
Non-U.S. Shares Filed:0 Offering Amount: $7,228,000
Primary Shares:1,000,000 Expenses:$550,000
Secondary Shares:112,000 Shares Out After:4,112,000

Primary Underwriting Group
ManagerTierPhone
National Securities Corp.Lead Manager (800) 800-9217

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Maurice J. Bates, L.L.C.
Bank's Law Firm: Winstead Sechrest & Minick
Auditor: McGladrey & Pullen
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
8 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 10/6/96 10/1/95 10/6/96
Revenue:$6.49$5.24$5.03Assets:$4.05
Net Income:-$0.88-$1.86-$0.62Curr Assets:
EPS:-$0.42-$0.88-$0.29Liabilities:$5.31
Prior EPS:-$0.44Curr Liabilities:
Cash Flow/Oper:Equity:-$1.26
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the ownership, operation and management of franchised Hooters restaurants and Mrs. Fields cookie stores. The company currently owns, operates and manages three Hooters Restaurants in Madison, Wisconsin and San Diego, California and 13 Mrs. Fields Cookie Stores in Missouri, Michigan and Minnesota. The company's Hooters Restaurants are franchised businesses which offer casual dining using a limited, moderately priced menu that features chicken wings, seafood, salads and sandwich type items. The company's Mrs. Fields Cookie Stores are franchised businesses which offer and sell a variety of specially prepared food items including, but not limited to, cookies, brownies, muffins and beverages. The company develops and operates its Hooters Restaurants and Mrs. Fields Cookies Stores pursuant to specified standards established by the franchisors. The company believes that uniform development and operating standards of the franchisors facilitate the efficiency of the company's Hooters Restaurants and Mrs. Fields Cookie Stores and afford the company significant benefits, including the brand-name recognition and goodwill association with the franchisors.

Use of Proceeds
The proceeds from the proposed offering will be used for development and acquisition of Hooters Restaurants and Mrs Fields Cookies Stores, repayment of the Bridge Loan Notes, working capital and general corporate purposes.

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