Dynamic International, Ltd.
Ticker:DYNIU 58 Second Avenue
Exchange:Over-the-Counter Market Brooklyn, NY 11215
Industry:Wholesale (SIC Code 5099) (718) 469-3160

Offering Information
Type of Shares:Common Shares Filing Date:4/18/97
U.S. Shares:1,200,000 Offer Date:12/24/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,200,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:
Offering Amount: $6,000,000 Selling:
Expenses: - Reallowance:
Shares Out After:4,398,798

Primary Underwriting Group
ManagerTierPhone
Patterson Travis, Inc.Lead Manager (212) 837-7340

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Heller, Horowitz & Feit
Bank's Law Firm: Lauer, Elias Esq.
Auditor: Moore Stephens, P.C.
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
4/30/96 1/31/97 1/31/97
Revenue:$7.15$8.38Assets:$4.94
Net Income:$6.95$0.08Curr Assets:
EPS:$0.03Liabilities:$1.44
Prior EPS:-$0.09-$1.36Curr Liabilities:
Cash Flow/Oper:-$1.15Equity:$3.50
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is engaged in the design, marketing and sale of a diverse line of hand exercise and light exercise equipment, including hand grips, running weights, jump ropes and aerobic steps and slides. It markets these products under the licensed trademarks SPALDING(R) and KATHY IRELAND(R) as well as under its own trademarked name SHAPE SHOP(R). In addition, it designs and markets sports bags and luggage, which are marketed primarily under the licensed name JEEP(R) and under its own names PROTECH(R) and SPORTS GEAR(R). The company's objective is to become a designer and marketer of goods that are associated with a free-spirited lifestyle and leisure time. The company is the successor to Dynamic Classics, Ltd., a Delaware corporation, incorporated in 1986, which was the successor to a NY company incorporated in 1964. In August 1996, DCL merged with and into the company, which had been newly formed for the purpose of this merger. The objective of the merger was to change the company's state of incorporation from Delaware to Nevada.

Use of Proceeds
The proceeds from the proposed offering will be used to purchase inventory, debt repayment, advertising, marketing and for working capital.

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