Collectibles USA, Inc.
Proposed Ticker:COUS One Battery Park Plaza, 24th Floor
Exchange:NASDAQ-National Market New York, NY 10004
Industry:Retail (SIC Code 5999) (212) 344-1271

Filing Information
Type of Shares:Common Shares Filing Date:6/13/97
U.S. Shares Filed:2,700,000 Filing Range:$8.00 - $9.00
Non-U.S. Shares Filed:0 Offering Amount: $22,950,000
Primary Shares:2,700,000 Expenses:$0
Secondary Shares:0 Shares Out After:6,198,784

Primary Underwriting Group
ManagerTierPhone
Cruttenden Roth IncorporatedLead Manager (800) 678-9147

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Morgan, Lewis & Bockius
Bank's Law Firm: Fulbright & Jaworski
Auditor: Arthur Andersen
Registrar/Transfer Agent: Bank of New York

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
1/31/97 1/31/97
Revenue:$25.53Assets:$34.74
Net Income:$0.69Curr Assets:
EPS:$0.13Liabilities:$22.36
Prior EPS:Curr Liab:
Cash Flow/Oper:-$0.43Equity:$12.38
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was created to be a national retailer of collectibles merchandise and marketer of animation art. The company has entered into agreements to acquire 6 retailers of collectibles and 3 marketers of animation art with the close of this offering. Upon the consummation of these Acquisitions, the company believes that it will be a leading retailer of contemporary collectibles and a leading marketer of animation art in the United States. The company's 16 collectibles stores are located in California (2), Florida, Illinois (6), Nevada (2), new jersey (2), Oklahoma (2) and Virginia. In addition, certain stores sell collectibles through database direct mail, inbound and outbound telemarketing operations and over the Internet. The company sells animation art primarily through database direct mail, telemarketing and the Internet to both retail and wholesale customers, and operates five animation art galleries located in California, New York (2), Pennsylvania and Washington.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price of the Founding Companies, repay certain indebtedness of the Founding Companies, pay required cash amounts in connection with the conversion of the Series A Convertible Preferred Stock upon consummation of the offering, repay the principal amount outstanding under certain subordinated notes held by an affiliate of the company, and for general corporate purposes, which is expected to include future acquisitions.

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