Jazz Photo Corp.
Proposed Ticker:JAZZ 600 Blair Road
Exchange:NASDAQ-National Market Carteret, NJ 07088
Industry:Wholesale (SIC Code 5043) (908) 499-7945

Filing Information
Type of Shares:Common Shares Filing Date:4/7/97
U.S. Shares Filed:1,000,000 Filing Price:$5.00
Non-U.S. Shares Filed:0 Offering Amount: $5,000,000
Primary Shares:1,000,000 Expenses: -
Secondary Shares:0 Shares Out After:3,210,000

Primary Underwriting Group
ManagerTierPhone
Hampshire Securities CorporationLead Manager (212) 641-3624

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Greenberg & Kahr
Bank's Law Firm: Brock, Fensterstock, Silverstein, McAuliffe & Wade
Auditor: Eisner, Richard A.
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 12/31/96 12/31/95 12/31/96
Revenue:$1.17$7.62$0.33Assets:$1.61
Net Income:-$0.80$0.67-$0.26Curr Assets:
EPS:-$0.34$0.20-$0.11Liabilities:$1.69
Prior EPS:$0.59Curr Liabilities:
Cash Flow/Oper:-$0.91Equity:-$0.08
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the design, development, importation and wholesale distribution of cameras and other photographic products primarily in the United States. The company's products, which have been designed to have pricing and features with mass consumer appeal, are marketed by the company to (I) leading mass merchandisers, including Wal-Mart Stores, Sears, Roebuck & Co., Hills' Department Stores and Home Shopping Network and (ii) private label customers, such as Albertson's. The company's current product offerings consist of (I) single use and promotionally priced reusable 35 millimeter format cameras marketed under the Bell + Howell-Registered Trademark- trademark pursuant to an exclusive agreement with Bell & Howell Company renewable through 20007, (iii) a newly-introduced family of cameras which utilizes the advanced photographic system format, and (iv) photographic accessories, including vinyl and leather pouches and carrying cases, for its cameras marketed under the JAZZ-TM-brand name and a number of private labels. Each of the company's products is manufactured by the company's contract manufacturers in the People's Republic of China and has been designed in accordance with company specifications.

Use of Proceeds
The proceeds from the proposed offering will be used to reduce dependence on short term financing of receivables and inventory, to repay certain short term debt, and for general corporate purposes and working capital.

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