Azurel Ltd.
Ticker:AZUR 509 Madison Avenue
Exchange:NASDAQ-Small Cap Market New York, NY 10022
Industry:Manufacturing (SIC Code 2844) (212) 317-0712

Offering Information
Type of Shares:Common Shares Filing Date:10/30/96
U.S. Shares:1,200,000 Offer Date:7/30/97
Non-U.S. Shares:0 Filing Range:$4.00 - $5.00
Primary Shares:1,200,000 Offer Price:$4.50
Secondary Shares:0 Gross Spread:$0.45
Offering Amount: $5,400,000 Selling:$0.27
Expenses: - Reallowance:$0.14
Shares Out After:5,258,747

Primary Underwriting Group
ManagerTierPhone
Network One Financial Securities, Inc.Lead Manager (908) 758-9001

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Gersten, Savage, Kaplowitz & Curtin
Bank's Law Firm: Snow Becker Krauss
Auditor: Feldman Radin & Co.
Registrar/Transfer Agent: North American Stock Transfer Co., New York

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$3.75$2.73$0.00Assets:$7.81
Net Income:-$1.37-$0.47-$0.53Curr Assets:
EPS:-$0.42-$0.12-$0.21Liabilities:$7.54
Prior EPS:-$0.20-$0.26-$0.23Curr Liabilities:
Cash Flow/Oper:$0.11Equity:$0.27
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company, directly and through wholly-owned subisidiaries, manufactures, markets and sells cosmetics, fragrances and skin care products. Through four wholly-owned subsidiaries comprising its Private Label Group, acquired by the company in August 1996, the company operates a manufacturing and filling facility which sells cosmetics principally to major cosmetic companies for sale by each customer under the customer's own brand name. In addition, in order to take advantage of the company's manufacturing capabilities and product development expertise, the company currently is developing cosmetic, skin care and fragrance lines which it intends to market under brand names created internally or owned by others and licensed to the company. These products are sometimes referred to as "branded Products." To date the company has developed only one line of Branded Products internally and has obtained only one license to sell a product line using a brand name owned by a third party.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of indebtedness incurred in connection with acquisitions and bridge financings, to expand the company's marketing efforts, to purchase inventory and equipment, to pay accrued expenses and for working capital.

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