Paradigm Music Entertainment Company
Proposed Ticker:PMEC 67 Irving Place North
Exchange:NASDAQ-Small Cap Market New York, NY 10003
Industry:Service (SIC Code 7929) (212) 387-7700

Filing Information
Type of Shares:Class A Common Shares Filing Date:3/21/97
U.S. Shares Filed:2,600,000 Filing Price:$5.00
Non-U.S. Shares Filed:0 Offering Amount: $13,000,000
Primary Shares:2,600,000 Expenses: -
Secondary Shares:0 Shares Out After:6,423,342

Primary Underwriting Group
ManagerTierPhone
D.H. Blair & Co Inc.Lead Manager (212) 495-4306

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bachner, Tally, Polevoy & Misher
Bank's Law Firm: Paul, Hastings, Janofsky & Walker
Auditor: Janover Rubinroit, LLC
Registrar/Transfer Agent: American 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
12/31/96 12/31/96
Revenue:$0.03Assets:$0.63
Net Income:-$2.40Curr Assets:
EPS:-$1.15Liabilities:$0.53
Prior EPS:-$0.06Curr Liabilities:
Cash Flow/Oper:Equity:$0.10
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a development stage company with a limited operating history, having commenced operations in November 1995. The company's objective is to become a broad-based music entertainment company producing and distributing prerecorded music products of both new artists and catalog reissues of established recording artists, recruiting and developing new recording artists and developing non-traditional syndicated music entertainment programming, such as original content interactive programming on the Internet. The company intends to utilize traditional and non-traditional marketing and distribution channels, such as Online services, interactive media and syndicated radio and cable television, in order to cost effectively exploit the music entertainment rights which it may develop or acquire and which could made available to third parties on a fee basis.

Use of Proceeds
The proceeds from the proposed offering will be used for operating funds for SonicNet; catalog acquisitions; acquisitions of complementary businesses, including Independent Labels; artist advances; repayment of notes issued pursuant to the Bridge Financing; working capital and general corporate purposes.

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