Liftking Industries, Inc.
Proposed Ticker:LIFT 7135 Islington Avenue
Exchange:NASDAQ-Small Cap Market Woodbridge, CANAD L4L 1V9
Industry:Manufacturing (SIC Code 3531) 9058513988
# of Employees:107

Filing Information
Type of Shares:Common Shares Filing Date:9/10/97
U.S. Shares Filed:1,250,000 Filing Price:$4.00
Non-U.S. Shares Filed:0 Offering Amount: $5,000,000
Primary Shares:1,250,000 Expenses:$475,000
Secondary Shares:0 Shares Out After:5,650,000

Primary Underwriting Group
ManagerTierPhone
Monroe Parker & CompanyLead Manager (914) 696-4200

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Bernstein & Wasserman
Bank's Law Firm: Singe Zamansky LLP
Auditor: Schwartz Levitsky Feldman
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
10 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
7/31/96 5/31/97 5/31/96 5/31/97
Revenue:$20.25$17.61$17.81Assets:$10.14
Net Income:$1.44$1.27$1.37Curr Assets:$9.50
EPS:$0.38$0.30$0.37Liabilities:$8.28
Prior EPS:$0.24$4.15-$1.27Curr Liabilities:$7.45
Cash Flow/Oper:-$0.61$0.60Equity:$1.86
Cash Flow/Fin:-$0.09-$0.23Cash:$3.96
Cash Flow/Inv:-$0.09Working Cap:$2.05

Business Description
The company is a manufacturer of heavy duty material handling equipment, rough-terrain handlers, heavy pallet transporters, transporters of liquid steel and liquid steel residuals, and ISO container handlers, as well as related service parts. The Company's products are marketed under the LiftKing tradename and are distinguished by their complete line of four-wheel drive all-terrain material handlers, Slag Pot Carriers for the steel mill industry, versatility of product applications, and reliability of service and longevity. Products include conventional fork lifts for the construction industry, general purpose vehicles for the steel and lumber industry, specialized material handling equipment for the military, large load and large container material handlers, along with a full range of heavy steel transporters and Slag Pot Carriers. The company�s manufacturing centers upon high-strength specialty steel, which is unique both in their shape and engineering design, and provide added strength with minimal weight. As such, the company products typically command premium prices. The company vehicles are designed and built to exacting standards, specifications and designs. The Company is capable of manufacturing and delivering material handling equipment for virtually any application.

Competition
The markets for the company's products are highly competitive. The principal competitive factors include distribution, price design features, performance, product reliability and the availability of financing. In the market for material handlers, the Company is a large North American manufacturer, with an estimated share of 1996 shipments of material handlers of approximately 5%, and its principal competitors include Omni Quip, Gradall Industries, Inc. and JCB International Co., Ltd. Other competitors in the North American market include Gehl Company, Pettibone Corporation, Traverse Lift, Ingersoll-Rand Company, Manitou S.A. and Caterpillar Inc. Competitors in this market outside the United States include JCB International Co., Ltd., Manitou S.A., Merlo S.P.A., the Matbro division of Powerscreen International PLC, Sanderson, FDI/Sambron and Caterpillar Inc. Major competitors in the steel industry include Kress Corporation, and KAMAG. In the container handler industry, the Company's major competitors are Caterpillar, Taylor, and PPM. Many of the Company's competitors are larger than the Company and possess significantly greater financial, marketing and technical resources. There can be no assurance that the Company will not experience significant competition in the future from large global construction equipment manufacturers and other competitors or that existing competitors will not take actions which could adversely affect the Company's operating results.

Business Plan
The company's growth strategy is to design and produce high quality material handlers and moving equipment for niche markets while simultaneously reducing manufacturing costs and increasing production capacity. The key components of the company's strategy are: (I) Develop Unique Products, (ii) Target Niche Markets, (ii) Improve Manufacturing Processes, (iii) Increase Distributor Support, (iv) Expand Service Parts Business, (v) International Business Opportunities and (vi) Develop Products In Accordance With Specific Consumer Requirements.

Use of Proceeds
The proceeds from the proposed offering will be used for sales and marketing, increased inventory of raw materials and finished products, the establishment of a floor plan incentive for existing dealer base, research and development, and for working capital and general corporate purposes.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Louis Aldrovandi81.33%63.33%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Louis AldrovandiChairman of the Board, Chief Executive Officer and President72
Mark AldrovandiVice President, General Manager and Director of Irideon38

Additional Underwriter Compensation
Warrant to purchase 125,000 shares/units at $10.00 per share/unit.

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