LASER MASTER INTERNATIONAL INC
S-3, 1996-09-17
COMMERCIAL PRINTING
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As filed with the Securities and Exchange Commission on September 16, 1996
                                                       Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                        Laser Master International, Inc.
             (Exact name of registrant as specified in its charter)

                                   11-2564587
                          (I.R.S. employer I.D. Number)

                                1000 First Street
                           Harrison, New Jersey 07029
                                 (201) 482-7200
       (Address, including zip code, and telephone number, including area
                 code, of Registrant's Principal Executive Office)

                             Joseph A. Baratta, Esq.
                               Baratta & Goldstein
                                Attorneys At Law
                                597 Fifth Avenue
                            New York, New York 10017
                                 (212) 750-9700
       (Address, including zip code, and telephone number, including area
                     code, of agent for service of process)

     Approximate date of commencement of proposed sale by the selling
shareholders to the public: From time to time after the effective date of this
registration statement.

     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

     If any of the securities being registered on this Form are offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. |_|

     If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of earlier effective registration statement for
the same offering. |_|

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
=======================================================================================================
Title of each Class          Proposed Maximum    Proposed Maximum    Amount of
of Securities                Amount to be        Offering Price      Aggregate Offering    Registration
to be Registered             Registered          Per Share Unit      Price                 Fee
- -------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                 <C>                   <C>
Common Stock, par value
  $.01 per share             4,572,372(1)        $1.187(2)           $5,427,405.56         $1,085.48
</TABLE>

- ----------
     (1) Includes 3,397,372 shares of Common Stock issued by the Company;
800,000 shares of Common Stock underlying Common Stock Warrants issued by the
Company and 375,000 shares of Common Stock underlying Common Stock Options
issued by the Company.

     (2) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933 on the
basis of the average of the bid and asked price of the common stock, par value
$.01 per share ("Common Stock") of Laser Master International Inc. On September
12, 1996 as reported on the National Association of Securities Dealers, Inc.'s
Automated Quotation System.

                              --------------------

The Registrant hereby amends this Registration Statement on such day or date as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 until the Registration Statement shall become effective
as the Commission, acting pursuant to said Section 8(a) may determine.
<PAGE>

                           --------------------------
                              Cross Reference Sheet
                              Pursuant to Rule 501

                                                    Caption and Location in
Form S-3                                            Prospectus or Registration
Item No.   Information Called For By Item           Statement
- --------   ------------------------------           --------------------------

  1        Forepart of the Registration Statement   Forepart of the Registration
           and Outside Front Cover Page of          Statement and Outside Front
           Prospectus.............................  Cover Page of Prospectus

  2        Inside Front and Outside Back Cover      AVAILABLE INFORMATION;
           Pages of                                 DOCUMENTS INCORPORATED BY
           Prospectus.............................  REFERENCE; Outside Back
                                                    Cover Page of Prospectus

  3        Summary Information, Risk Factors......  RISK FACTORS, Page I-5

  4        Use of Proceeds........................  USE OF PROCEEDS, Page I-8

  5        Determination of Offering Price........  Outside Front Cover Page of
                                                    Prospectus; DETERMINATION OF
                                                    OFFERING PRICE, Page I-8

  6        Dilution...............................  Inapplicable

  7        Selling Security-Holders...............  SELLING STOCKHOLDERS,
                                                    Page I-8

  8        Plan of Distribution...................  Outside Front Cover Page of
                                                    Prospectus; PLAN OF
                                                    DISTRIBUTION, Page I-10

  9        Description of Securities to be
           Registered.............................  DESCRIPTION OF COMMON STOCK,
                                                    Page I-10

 10        Interests of Named Experts and
           Counsel................................  INTEREST OF NAMED EXPERTS
                                                    AND COUNSEL;  Page I-11

 11        Material Changes.......................  Inapplicable

 12        Incorporation of Certain Information
           by Reference...........................  INCORPORATION OF CERTAIN
                                                    INFORMATION BY REFERENCE,
                                                    Page I-11


 13        Disclosure of Commission Position on
           Indemnification for Securities Act
           Liabilities............................  INDEMNIFICATION, Page I-11

 14        Other Expenses of Issuance and
           Distribution...........................  Other Expenses of Issuance
                                                    and Distribution, Page II-1


                                        i
<PAGE>

                                                    Caption and Location in
Form S-3                                            Prospectus or Registration
Item No.   Information Called For By Item           Statement
- --------   ------------------------------           --------------------------

 15        Indemnification of Directors and
           Officers...............................  Indemnification of Directors
                                                    and Officers, Page II-1

 16        Exhibits...............................  Exhibits, Page II-1

 17        Undertakings...........................  Undertakings, Page II-3


                                       ii
<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
State.


               SUBJECT TO COMPLETION, DATED SEPTEMBER     , 1996
                                   PROSPECTUS

                                4,572,372 Shares

                        Laser Master International, Inc.

                                  Common Stock

     This Prospectus relates to the subsequent resale or offer for sale by
Selling Stockholders (as hereinafter defined) of up to 4,572,372 shares (the
Shares) of Common Stock, par value $.01 per share ("Common Stock"), of Laser
Master International, Inc. ("Laser Master" or the "Company"), a New York
corporation, including 3,397,372 Shares currently owned by the Selling
Stockholders and 800,000 Shares which may be acquired upon the exercise of
Warrants and 375,000 Shares which may be acquired upon the exercise of Options
acquired from the Company. The distribution of the Shares may be effected in one
or more transactions through one or more transactions through one or more
brokers or dealers, through privately negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at prices otherwise negotiated.

     Upon any sale of the Shares covered by this Prospectus, Selling
Stockholders and any participating brokers or dealers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended
(the "Act"), and commissions or discounts or any profits realized on the sale of
such Shares received by Selling Stockholders and such brokers or dealers may be
deemed to be underwriting commissions or discounts within the meaning of the
Act.

     The Common Stock of the Company is listed on the NASDAQ(SM) Pink Sheets
under the symbol "LMTI". On September 12, 1996, the last sale price of the 
Common Stock as reported by NASDAQ was $1.187 per share.

     The expenses of this offering will be paid by the Company.

     The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors" beginning on page I-5.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

              The date of this prospectus, is September    , 1996.


                                       I-1
<PAGE>

                                 --------------

                              AVAILABLE INFORMATION

                                 --------------

     The Company is subject to the information requirements of the Securities
and Exchange Act of 1934 (the "1934 Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission
("Commission"). Such reports and other information can be inspected and copied
at the Public Reference facilities maintained by the Commission, 450 Fifth
Street, N.W., Washington, DC 20549, as well as the Regional Offices of the
Commission at CITICORP Center 500 West Madison Street, Chicago, Illinois 60661
and 7 World Trade Center, Suite 1300, New York, New York 10048, and copies can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports and other
information concerning the Company can also be inspected at the offices of the
Nasdaq Stock Market, 1735 "A" Street, N.W., Washington, D.C. 20006-1500, on
which certain of the Company's securities are listed.

     The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Act with respect to the Common
Stock to which this Prospectus relates. This Prospectus does not contain all of
the information set forth in the Registration Statement and the Exhibits
thereto. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement, including
the exhibits thereto, which may be obtained, together with other information
about the Company, from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can also be
obtained from the Public Reference Section of the Commission at prescribed
rates.

                                 --------------

                       DOCUMENTS INCORPORATED BY REFERENCE

                                 --------------

     There is hereby incorporated in this Prospectus by reference the Company's
Annual Report on Form 10-K/SB for the year ended November 30, 1995, Forms 10-QSB
and 10-QSB/A (No.1) for the fiscal quarter ended February 29, 1996, and Forms
10-QSB and 10-QSB/A (No. 1) for the fiscal quarter ended May 31, 1996 and the 
Company's current reports on Forms 8-K filed May 7, 1996, May 21, 1996, May 23, 
1996 and July 11, 1996 heretofore with the Securities and Exchange Commission 
pursuant to the 1934 Act, to which reference is hereby made.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to
determination of the offering of the Securities offered by the accompanying
Prospectus Supplement shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the date of filing of such documents.

     The Company hereby undertakes to provide without charge to each person,
including any beneficial owner to whom a copy of the Prospectus has been
delivered on written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into such documents.
Requests for such copies should be directed to the offices of the Company,
(1-800-78-LASER) 1000 First Street, Harrison, New Jersey 07029, attention Mendel
Klein, President.

                                       I-2
<PAGE>

                                 --------------

                                   THE COMPANY

                                 --------------

General

     Laser Master International, Inc. ("Laser Master" or the "Company") is a New
York Corporation, incorporated on May 5, 1981, originally under the name
Lasercraft Industries, Inc. Prior to said date, and in October 1980, in
accordance with a specific plan or reorganization of companies under common
control and exchange of stock, the Company was organized as a holding company
for purposes of acquiring all the issued and outstanding Common Stock of
Flexo-Craft Prints, Inc., Utmost Office Supplies, Inc. and 185 Front Street
Realty Corp.

     The Company, through its wholly-owned subsidiaries, is engaged in the use
of a computerized laser system to accomplish Flexographic printing for
industrial and commercial printing and engraving and counts among its customers
large corporations, some of which are listed on the New York Stock Exchange.

     The Company's executive offices and plant facility are located at 1000
First Street, Harrison, New Jersey 07029 (telephone number 1-800-78-LASER).
Harrison Realty Corp. ("Harrison Realty"), a wholly-owned subsidiary of the
Company owns the real property at 1000 First Street in Harrison, New Jersey.
Flexo-Craft Prints, Inc., ("Flexo-Craft"), another wholly-owned subsidiary of
the Company, is qualified to do business in the State of New Jersey.

Flexo Craft (Process)

     The principal process of Flexo-Craft is the use of a Zed laser in the
manufacturing of its products. The Zed laser process emits a "coherent" wave
length (color). A large degree of control is afforded and as a consequence,
exceptionally high density of power can be delivered to a well defined area by
focusing the light energy. Using a computer driven system, the laser beam makes
grooves in the form of designs and patterns on to a rubber material. The rubber
material is then sealed on a steel or aluminum cylinder which is then placed on
a printing press. In the heat transfer printing process, the ink is injected
into the grooves using a computer driven process and then the rubber coated
cylinder prints on heat transfer paper. The heat transfer paper is sold to
manufacturers who then seal it onto textile materials. The same process is used
for gift wrap paper, except the paper itself is the final product. One of the
six color presses prints heat transfer paper and the other eight color press
prints gift wrap paper.

     The principal parts of the laser system are the scanning mechanism,
rotating cylinders and axial scanning platform. In operation, artwork is mounted
on a cylinder. As the artwork cylinder rotates, the helium neon laser scanning
head reads tonal or line values of a single circumferential scan. A memory
stores the data and matches it to the 360 degree rotation of the printing
roller. The controlled output of the Everlase Co2 Laser is optically deflected
from the laser enclosure through metal tubes to the engraving head. The
collimated laser beam can be safely projected over large distances without
distortion or inaccuracy. As the cylinder rotates, the scanning-engraving heads
move axially between the grooves. The laser receives appropriate commands from
the micro-processor insert. A control panel integrates the controls of the Co2
laser with the engraving mechanism.

     The patterns and designs as created and prepared by artists on
multi-colored photographic film segments are fed into the computer, which is an
integral part of the laser system. Colored photographic film segments are fed
into the computer (this service is contracted out by the Company) and thereafter
engraves, on a fully automated basis, each dedicated groove of the design
simultaneously, yet separately, for each color. The Company, by this method, is
able to service many diverse industries that require material in their own
production. Due to the exactness of the engraving by the laser ray, the grooves
of the design are so true that the impregnation of specific colored inks in the
subsequent printing process produce perfect images. To the best of the Company's
knowledge, there is only one major and three minor competitors in the
continental United States that operate a comparable version of the laser concept
and a subliflex flexographic printing press which accommodates fewer colors and
produces material of a substantially narrower width.

     The Company acquired a new eight ink color press which was put into full
operation in July 1996. The new eight color press can print on either heat
transfer or gift wrap paper. The new eight color press also allows the Company 
to print for the wallpaper, home furnishings and carpet industries. The eight 
color press is three times faster than the newest six color presses. The Company
receives patterns from customers and also designs its own patterns using a
computerized

                                       I-3
<PAGE>

color separating system. The Company has an extensive inventory of rubber coated
cylinders and designs with engravings that can be continually reused in its
process.

Competition

     While the Company counts among its customers some companies listed on the
New York Stock Exchange, it does not depend upon any one customer or supplier
for more than 10% of its business. The Company does not have or depend upon any
trademark, license or franchise in its business. To the best of the Company's
knowledge, there is only one major and three minor competitors in the
continental United States that operate a comparable version of the laser concept
as described herein.


Environmental Matters

     The Company is unaware of any violation of any provisions, either Federal
or State, with respect to the discharge of materials into the environment.

Employees

     As of September 12, 1996, the Company employed seventy-five employees of
which seventy are full time employees. Four Executive Officers are engaged in 
supervisory and administrative duties. The Company employs seventy Employees as
production employees who are members of Local 17-18 of the United Production
Workers. The Company is a Member of an Association that has a Collective
Bargaining Agent with AFL CIO Local 17-18 of the Production Workers Union. While
the Company enjoys favorable relations with its employees, there can be no
assurance that such a relationship will continue. See Risk Factors herein.

Properties

     The Company's wholly-owned subsidiary, Harrison Realty Corp., owns the real
property containing a single story building of approximately 240,000 square
feet, in which the Company's offices and plant facility are located. The
property is presently encumbered with a first and second mortgage (See risk
factors herein). The Company presently utilizes approximately 51% of the
building and property.  Harrison Realty Corp. has leased approximately 49% of 
the premises to two non affiliated tenants.


                            This Space Intentionally
                                   Left Blank


                                       I-4
<PAGE>

                                  Risk Factors

     Prospective investors should review carefully and consider the factors
described under "Risk Factors".

     The securities offered hereby are highly speculative in nature and involve
a high degree of risk. Therefore, each prospective investor should consider very
carefully certain risks and speculative factors inherent in and affecting the
business of the Company prior to the purchase of any of its common stock as well
as all of the other matters set forth herein. The Company refers each
prospective investor to the 10-KSB Report filed for the fiscal year ended 
November 30, 1995 and to the 10-QSB and 10-QSB/A (No.1) Reports for the period 
ending February 29, 1996, and to the 10-QSB and 10-QSB/A (No. 1) for the period 
ending May 31, 1996 as well as the Form 8K Reports all of which are incorporated
by reference herein. Certain of these risks and speculative factors are as 
follows:

     1. New Industry. The primary business of the Company is the use of the
laser process as applied to the industrial and commercial printing and engraving
industry and while the Company has achieved success in this area, the use of
lasers, specifically in the printing and engraving area, is a relatively new
concept. There can be no assurance that the Company will be able to continue
utilization of lasers without upgrading its technology which may require
substantial additional capital in order to maintain the Company's machinery and
equipment at a high level of efficiency.

     2. Changing Technology. The field of lasers is an ever-expanding and
changing area of technology. The Company's ability to compete successfully in
the markets in which it engages will depend upon the Company's ability to
develop and acquire new and improved laser technologies so as to be in a
position to compete with new companies which may enter into the laser printing
and engraving business.

     3. Competition. The utilization of the laser in the industrial and
commercial printing business is a relatively new concept and to the Company's
knowledge there are less than five companies in the United States utilizing the
laser concept in a similar manner as that of the Company. There can be no
assurance that companies with greater financial and technical capabilities will
not enter into the textile printing and engraving market. It is possible that
the Company may experience increased competition from companies with more
technically oriented personnel. The Company may not be able to compete
successfully with such companies because of its limited capital and technical
ability and may be subject to inherent risks in the area of the business it is
involved in.

     4. Dependence on Equipment Manufacturer. There is only one manufacturer of
the type of laser device utilized by the Company and therefore the Company is
dependent upon the manufacturer of the laser device utilized in its printing and
engraving business. The manufacturer of the printing equipment may at its option
elect to increase significantly prices which it charges the Company for parts
and related equipment and in addition may also generally increase its prices for
its laser product so that the Company's intended purchase of new laser equipment
may be subject to significant price increases which may materially and adversely
affect its working capital position and/or may require additional financing from
borrowing or equity offerings.

     5. No Patent Protection. The Company does not have any patent protection
with respect to the utilization of the laser process and there is no assurance
that the laser process being utilized by it may not be improved upon by other
companies or that the Company's technology in its present state duplicated and
utilized by existing competitors of the Company.

     6. Dependence on Key Personnel. At the present time the Company is
dependent on its President, Mendel Klein. The loss or incapacity of Mendel Klein
may be detrimental to the business operation of the Company. The Company's
successful operations in the future will necessarily depend on its ability to
employ additional executive personnel and there can be no assurance that the
Company may be able to attract qualified personnel.

     7. No Key Man Life Insurance. At the present time the Company does not have
a life or disability insurance policy on Mr. Mendel Klein the Company's Chairman
and President. In the event of Mr. Klein's death or incapacity the Company may
suffer adverse management effects, and may not be able to attract and/or retain
a suitable replacement for Mr. Klein.

     8. Insider Control. Upon exercise of all stock options granted by the
Company to the shareholders, officers and directors and key employees of the
Company, the officers, directors and key employees of the Company will own a 
majority of all shares of Common Stock outstanding, and accordingly will be 
able by virtue of their stock holdings to control the affairs and policies of 
the Company (see

                                       I-5
<PAGE>

"Management" and "Principal Shareholders" as described in the Form 10-K/SB
incorporated herein by reference.) The company, on January 19, 1996, effective
January 2, 1996, entered into three (3) Employment Agreements with Messrs.
Abraham Klein, Dov Klein and Hershel Klein and granted an aggregate of 3,450,000
options to purchase 3,450,000 shares of common stock at $1.00 per share over a
period of ten (10) years at the rate of 345,000 options per year. The employment
agreements further provide the employee at his option may renew the employment
agreement at the end of the 5 year term by providing written notice of renewal
180 days (6 months) to the Company to renew the agreement under the same terms
and conditions of the original employment agreement, or in the alternative to be
paid the sum of $150,000 per annum without any additional stock options as
provided in the initial employment agreement. The initial employment contracts
provide for salary compensation of $50,000 per annum in addition to 115,000
stock options at $1.00 per share to purchase 115,000 shares of the Common Stock
of the Company per employee each year as long as employee is employed by the
Company and is in good standing. The Company has agreed to grant piggyback cost
free registration rights to each employee for option shares awarded as part of
the compensation to be paid by the Company. Messrs. Abraham Klein, Dov Klein and
Hershel Klein are related to Mendel Klein, President and Chairman of the Board
of the Company. Mr. Mendel Klein disclaims any beneficial ownership of the
shares to be awarded to Messrs. Abraham Klein, Dov Klein and Hershel Klein. The
Company has the option to transfer any of the stock options granted herein to an
employee qualified or non-qualified stock option plan during the term of the
employment agreements. The Company does not have an independent audit or
compensation committee, and while the company intends to establish an audit and
compensation committees in the near future, there is no assurance that it will
do so.

     9. Previous Earnings. The Company had losses of $178,957 for the fiscal
year ended November 30, 1995. For the six months ended May 31, 1996 the Company
had losses of approximately $116,000. There can be no assurance that the Company
will not continue to sustain losses or to be able to achieve positive earnings 
in the future.

     10. No Dividends. The anticipated capital requirements of the Company are
such that its earnings, if any, will be applied to such requirements. Further
there are not assurances that the Company may ever have earnings in the future.
Therefore, the purchasers of the shares offered hereby may not expect to realize
a return on their investment in such shares in the form of dividends in the
foreseeable future, if ever.

     11. Public Market Trading. The Company is currently trading on the NASDAQ
Bulletin Board Trading System and not on the National Over the Counter
Computerized Trading Market System. While the Company meets the capital
requirements to be listed on the NASDAQ Small Cap Trading System, it does not
meet the minimum price quotation. There is no assurance that the Company may be
able to meet that qualification within the next 90 to 180 days of trading, or
that it will continue to qualify for trading on the NASDAQ Bulletin Board
Trading System.

     12. Shares eligible for future sales. Sales of substantial amounts of
Common Stock in the public market could adversely affect the market price of 
the Common Stock. Upon closing of the Company's recently completed private 
placement, the Company had a total of 10,229,656 shares of Common Stock 
outstanding and 21,175,000 shares reserved for issuance (herein after 
collectively, "Reserved Securities") pursuant to the Company's Qualified Stock 
Option Plan and Non-Qualified Stock Option Plan for Directors, Officers and 
Consultants approved by shareholders, and upon the exercise of outstanding 
options, warrants (including the Warrants) the rights to exercise same. 
(See Selling Stockholders herein for itemization of options and warrants 
granted and subject to this registration.). The Company presently has 
10,538,349 shares of Common Stock issued and outstanding, 3,515,977 are freely 
tradeable without restriction under the 1933 Act and the remaining 7,022,372 
shares of Common Stock (comprised of 3,625,000 shares of stock owned by Mr. 
Mendel Klein, the president and chief executive officer of the Company and 
3,397,372 shares subject to the within registration, see Selling Stockholders 
herein) are "restricted securities" as defined by Rule 144 promulgated under 
the 1933 Act.

     13. Rule 144 Shares and Registration Rights. Approximately 3,625,000 of the
presently outstanding shares of the Company's Common Stock are owned by Mr.
Mendel Klein the Company's President and Chief Executive Officer. These shares
are "restricted securities" as that term is defined in Rule 144 promulgated 
under the Act and may be sold only in compliance with such Rule or pursuant to
registration under the Act or pursuant to another exemption therefrom.
Generally, under Rule 144, each person holding restricted securities for a
period of two years may, every three months, sell in ordinary brokerage
transactions an amount of shares which does not exceed the greater of (i) 1% of
the Company's then outstanding Common Stock or (ii) the average weekly volume of
trading of such Common Stock as reported during the preceding four calendar
weeks and certain non-affiliated persons may sell without regard to such
restrictions after

                                       I-6
<PAGE>

holding such securities for three years. The Company is unable to predict the
effect that sales made under Rule 144, pursuant to future registration
statements or otherwise, may have on any then prevailing market price for the
Company's securities although it is likely that sales of a large number of
securities would depress such market price.

     14. Dilution. Investors participating in this Offering may experience
substantial dilution in the net tangible book value of their investment of
common stock purchased herein. Additional dilution may also be incurred upon the
exercise of outstanding options and warrants, granted under the Company's stock
option plans in addition to options granted to officers, directors, employees 
and consultants of the Company.

     15. Trading Market Liquidity. Investors should be aware that 845,000 shares
of common stock ,or a portion thereof, subscribed to under the Company's
recently completed private placement may be subject to a Regulation S exemption,
or Rule 144 of the Securities Act. Any applicable exemptions may have an 
adverse impact upon the trading market of the Company's Common Stock.
Mr. Mendel Klein, President and Chief Executive Officer of the Company owns
approximately 3,625,000 shares of the Company's Common Stock which shares are
eligible to be sold pursuant to Rule 144 of the Securities Act.


     16. Ability to Continue to Increase Productivity. The Company anticipates
an increasing amount of orders for its products from current and new customers.
It will only be able to fill the increase in orders and increase its business
and profitability dependent upon the performance of its high tech equipment.

     17. Labor Relations/Union Contracts The Company employs 70 employees as
production employees who are members of Local 17-18 of the United Production
Workers. The Company is a Member of an Association that has a Collective
Bargaining Agent with AFL CIO Local 17-18 of the Production Workers Union. While
the Company presently enjoys favorable relations with its employees, there can
be no assurance that such relationship will continue.

     18. Equipment Operation. The Company has expended a substantial amount of 
its working capital and credit line availability in the development of an eight
color press which will enable the Company to provide its product on a mass
volume basis for its customers. The Company experienced significant time
delays and expense with the start-up of the 8 color press. While the 8 color
press is presently operational, there is no assurance that the press will remain
fully operational and the Company may experience additional delay and cost in
its operation.

     19. Pending Legal Action. The Company is a plaintiff in an action in the
New York State Supreme Court against HBE Leasing Corp ("HBE"). While the Company
believes it has a meritorious cause of action, there is no assurance that it
will obtain a Judgment against HEB or that a judgment will be collectible by the
Company. HBE has filed a counter-claim against the Company for $3,000,000 for
actual and punitive damages. The Company believes that it has a meritorious
defense to the counter-claim.

     20. Mortgaged Real Property. The Company's real property, executive
offices, plant and manufacturing facility have two real property mortgages
aggregating the sum of $2,826,667 on its real property.

     21. Environmental. The Company utilizes chemicals and related materials in
the manufacturing process. While the Company has takes steps to assure that its
manufacturing process is in compliance with both federal and state environmental
standards, there are no assurances that the company will remain in compliance or
that existing regulations will not be modified or revised resulting in the
Company being required to expend additional costs and expenses.


                            This Space Intentionally
                                   Left Blank


                                       I-7
<PAGE>

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of Common Stock
under the offering by Selling Stockholders. In the event any option or warrant
holder elects to exercise, then in that event the Company will receive proceeds.
In the event proceeds are received, they will be used for working capital
purposes.

                         DETERMINATION OF OFFERING PRICE

     The offering price is to be determined by the market price for the
Company's Common Stock as traded on the NASDAQ Pink Sheet market.

                              SELLING STOCKHOLDERS

     The selling stockholders (the "Selling Stockholders") are Baratta &
Goldstein, Herbert C. Beim, Kuldeep & Meenakshi Bhargava, Alfred E. Bracher III,
Anthony J. Cataldo, Gary A. Fowler, Merrill Ganson, Martin C. Goldman, Daryl
Hagler, Niloufar Hakimi, Robert Haller, The Intergroup Corporation, Elliot
Kahan, Kalma M. Kahan, Clifford T. Katz, Ron J. Katz, Maimon Leavitt, Arthur W.
Lewis, Livia Management Corp., Alan J. Mintz, Palomar Medical Technologies,
Inc., Jacob Rahmanan, William J.Rank, Doreen Reinhardt, Joseph F. Roda, Penelope
N. Roda, John A. Sanacore, Robert Siegel, Stephen R. Strauhs, Tontine Holdings
Corp., Charles L. Whetstone, L. Eric Whetstone, John V. Winfield, Young
Management Group, Inc., Lewis Ziegler, Kurt R. Ziemer and Richard D. Ziemer. The
following table sets forth the number of shares of Common Stock beneficially
owned by each of the Selling Stockholders which are covered by this Prospectus;
and the number of shares of Common Stock which will be owned by the Selling
Stockholders upon completion of the offering:


<TABLE>
<CAPTION>
                                  Number of Shares        Number of Shares        Number of Shares
       Name of                         Owned            to be Sold Pursuant          to be Owned
Selling Stockholders            Prior to Offering(1)    to this Prospectus(2)    after Offering (3)
- --------------------            --------------------    ---------------------    ------------------
<S>                                   <C>                      <C>                        <C>
Baratta & Goldstein                   150,000(4)               150,000                    0
Herbert C. Beim                        25,000(5)                25,000                    0
Kuldeep & Meenakshi Bhargava           20,000(5)                20,000                    0
Alfred E. Bracher III                 100,000(5)               100,000                    0
Anthony J. Cataldo                    373,597(6)               373,597                    0
Gary A. Fowler                         10,000(5)                10,000                    0
Merrill Ganson                         15,000(5)                15,000                    0
Martin C. Goldman                     270,000(5)               270,000                    0
Daryl Hagler                           25,000(5)                25,000                    0
Niloufar Hakimi                        20,000(5)                20,000                    0
Robert Haller                          25,000(5)                25,000                    0
The Intergroup Corporation            100,000(5)               100,000                    0
Elliot  Kahan                          25,000(5)                25,000                    0
Kalma M. Kahan                         25,000(5)                25,000                    0
</TABLE>


                                       I-8
<PAGE>

<TABLE>
<CAPTION>
                                   Number of Shares        Number of Shares        Number of Shares
       Name of                          Owned            to be Sold Pursuant          to be Owned
Selling Stockholders             Prior to Offering(1)    to this Prospectus(2)    after Offering (3)
- --------------------             --------------------    ---------------------    ------------------
<S>                                    <C>                      <C>                        <C>
Clifford T. Katz                       25,000(5)                25,000                     0
Ron J. Katz                            25,000(5)                25,000                     0
Maimon Leavitt                        100,000(5)               100,000                     0
Arthur W. Lewis                         5,000(5)                 5,000                     0
Livia Management Corp.                500,000(5)               500,000                     0
Alan J. Mintz                           5,000(5)                 5,000                     0
Palomar Medical Technologies,       1,000,000(5)             1,000,000                     0
Jacob Rahmanan                        350,000(5)               350,000                     0
William J.Rank                         20,000(5)                20,000                     0
Doreen Reinhardt                       50,000(5)                50,000                     0
Joseph F. Roda                         60,000(5)                60,000                     0
Penelope N. Roda                       60,000(5)                60,000                     0
John A. Sanacore                       25,000(5)                25,000                     0
Robert Siegel                          50,000(5)                50,000                     0
Stephen R. Strauhs                     50,000(7)                50,000                     0
Tontine Holdings Corp.                 43,775(8)                43,775                     0
Charles L. Whetstone                   10,000(5)                10,000                     0
L. Eric Whetstone                      30,000(5),(8)            30,000                     0
John V. Winfield                      100,000(5)               100,000                     0
Young Management Group, Inc.          800,000(9)               800,000                     0
Lewis Ziegler                          25,000(5)                25,000                     0
Kurt R. Ziemer                         50,000(5)                50,000                     0
Richard D. Ziemer                       5,000(5)                 5,000                     0
         Total                      4,572,372                4,572,372                     0
</TABLE>

- ----------
(1) Assumes the exercise of all Warrants and Options presently held and includes
all shares issuable upon exercise.

(2) Includes shares of Common Stock issuable upon exercise of Warrants and
Options.

(3) Assumes the sale of all shares covered by this Prospectus.

(4) Includes 125,000 options to purchase 125,000 shares of Common Stock
exercisable at $1.00 per share expiring May 8, 2001.


                                       I-9
<PAGE>

(5) Shares of Common Stock sold under the Company's private offering under 
Regulation D.

(6) Includes 173,597 shares of the Company's Common Stock and 100,000 options to
purchase 100,000 shares of Common Stock at $1.00 per share expiring May 27, 1997
and 100,000 options to purchase 100,000 shares of common stock at $2.00 per
share expiring May 27, 1998. Mr. Cataldo is Assistant Secretary of the Company.

(7) Includes 50,000 options to purchase 50,000 shares of the Company's Common
Stock at $1.00 per share expiring May 8, 2001.

(8) Mr. Eric Whetstone is a director of Tontine Holdings Corp.

(9) Includes 300,000 warrants to purchase 300,000 shares of the Company's Common
Stock at $1.00 per share expiring one year from the date of the grant and
500,000 warrants to purchase 500,000 shares of the Company's Common Stock at
$2.00 per share expiring two years from the date of the grant.

                              PLAN OF DISTRIBUTION

     The Shares covered by this Prospectus are being registered by the Company
for the respective accounts of the Selling Stockholders. The Company will pay
all expenses of registering the Shares. Although, the Company will receive
proceeds upon exercise of options or warrants by the Selling Stockholders, the
Company will not receive any of the proceeds from sales by the Selling
Stockholders. The Company understands that none of such Shares will be offered
through underwriters.

     The Shares may be sold from time to time by Selling Stockholders either
through one or more brokers or dealers on the pink sheet market, through
privately negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at prices otherwise negotiated. In connection therewith, the
Selling Stockholders and participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Act, and commissions or discounts or
any profit realized on the sale of Shares received by the Selling Stockholders
or any such broker or dealer may be deemed to be underwriting commissions or
discounts within the meaning of the Act. As of the date of this Prospectus, the
Company understands that the Selling Stockholders do not have any agreement,
arrangement or understanding with any brokers or dealers concerning the
distribution of their respective Shares.

                           DESCRIPTION OF COMMON STOCK

Common Stock

     General

     The Company is authorized to issue 50,000,000 shares of Common Stock, $.01
par value, of which 10,538,349 shares are outstanding.

     Holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors, out of funds legally available therefor.
Holders of Common Stock have one vote for each share of record on all matters to
be voted on by the stockholders. As voting by the holders of the Common Stock is
not cumulative, the holders of in excess of 50% of the shares of Common Stock
outstanding will be able to elect all of the directors.

     Holders of Common Stock are entitled upon liquidation of the Company to
share ratably in the net assets available for distribution. Shares of Common
Stock are not redeemable and have no pre-emptive, conversion or similar rights.
All outstanding shares of Common Stock are, and the shares offered hereby will
upon issuance by, fully paid and nonassessable.


                                      I-10
<PAGE>

     Future Sales of Common Stock

     A substantial number of the shares of Common Stock presently outstanding
are "restricted securities" as that term is defined in Rule 144 under the Act
and may be sold only in compliance with such Rule, pursuant to registration
under the Act or pursuant to another exemption therefrom. Generally, under Rule
144, each person holding restricted securities for a period of two years may,
every three months, sell in ordinary brokerage transactions an amount of shares
which does not exceed the greater of (i) 1% of the Company's then outstanding
Common Stock or (ii) the average weekly volume of trading of such Common Stock
as reported during the preceding four calendar weeks and certain non-affiliated
persons may sell without regard to such restrictions after holding such
securities for three years.

     The description of the Common Stock contained in the Company's Registration
Statement on Form S-18 under the Exchange Act (Commission File No. 2-76262-NY)
is hereby incorporated herein by reference.

     The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

     The Company's legal counsel Baratta & Goldstein, has been issued 25,000 
shares of the Company's Common Stock and 125,000 options to purchase 125,000 
shares of the Company's Common Stock at $1.00 per share for a period of five 
years, expiring on May 8, 2001, in consideration for legal services performed 
for the Company and in connection with the preparation of this registration 
statement. The shares of common stock and the shares of common stock underlying 
the options are included within this registration.

     The Company's former certified public accountant, Stephen R. Strauhs was 
granted 50,000 options to purchase 50,000 shares of the Company's Common Stock 
at $1.00 per share for a period of five years, expiring on May 8, 2001, in 
consideration for services rendered to the Company. The shares of common stock 
underlying the options are included within this registration.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     Consolidated financial statements and financial statement schedules of the
Company as of November 30, 1995, and for the fiscal year ended November 30,
1995, incorporated by reference herein and elsewhere in this Prospectus have
been incorporated by reference herein and in the Registration Statement in
reliance upon the report of Goldstein & Morris, P.C., independent certified
public accountant(s), incorporated by reference herein, given upon the authority
of said firm as experts in accounting and auditing.

                                  LEGAL OPINION

     The validity of the securities being offered hereby is being passed upon
Baratta & Goldstein, 597 Fifth Avenue, New York, New York 10017.

                                 INDEMNIFICATION

     The Business Corporation Law of the State of New York grants each
corporation organized hereunder the power to indemnify its officers and
directors against liability under certain circumstances. The Company's
Certificate of Incorporation provides theat the Company shall, to the full
extent permitted by law, indemnify all directors, officers, employees and agents
of the Company. The Company's Certificate of Incorporation also contains a
provision eliminating the liability of directors of the company to the Company
or its stockholders for monetary damages, except under certain circumstances.

     Insofar as indemnifaction for liabilities arising under the Securities Act 
of 1933 (the "Act") may be permitted to directors, officers and controlling 
persons of the small business issuer pursuant to the foregoing provisions, or 
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.



                                      I-11
<PAGE>

     The Company also has a policy insuring its directors and officers against
certain liabilities, including liabilities under the Act.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or person controlling the company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.


                            This Space Intentionally
                                   Left Blank


                                      I-12
<PAGE>

     No dealer, sales person or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in the accompany Prospectus
Supplement in connection with the offer contained in this Prospectus or the
accompanying Prospectus Supplement and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or by any agent or dealer. Neither the delivery of the Prospectus and the
accompanying Prospectus Supplement, nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the dates as of which information is given in this
Prospectus and in the accompanying Prospectus Supplement. This Prospectus and
the accompanying Prospectus Supplement do not constitute an offer or
solicitation by anyone in any state in which such offer or solicitation is not
authorized or which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation.


                                Table of Contents


Available Information......................................................   2
Documents Incorporated by Reference........................................   2
The Company................................................................   3
Risk Factors...............................................................   5
Use of Proceeds............................................................   8
Determination of Offering Price............................................   8
Selling Stockholders.......................................................   8
Plan of Distribution.......................................................  10
Description of Common Stock................................................  10
Experts....................................................................  11
Legal Opinion..............................................................  11
Indemnification............................................................  11





                               4,572,372 Shares of

                                  Common Stock
                                ($.01 par value)



                        Laser Master International, Inc.



                             ---------------------

                                   Prospectus

                             ---------------------



                              September     , 1996


<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.(1)

          Registration Fee .............   $    1,085.48
          Legal Fees and Disbursements..   $   60,000.00
          Accounting Fees...............   $   10,000.00
          Miscellaneous ................   $    5,000.00
                                           -------------
                    Total ..............   $   76,085.48

- ----------
     (1) All of the items except the Registration Fee are estimated.
          The expenses of this offering are being paid by the Company.


Item 15. Indemnification of Directors and Officers.

     The Business Corporation Law of the State of New York grants each
corporation organized thereunder the power to indemnify its officers and
directors against liability under certain circumstances. The Company's
Certificate of Incorporation provides that the Company shall, to the full extent
permitted by law, indemnify all directors, officers, employees and agents of the
Company. The Company's Certificate of Incorporation also contains a provision
eliminating the liability of directors of the Company to the Company or its
stockholders for monetary damages except under certain circumstances.

     The Company also has a policy insuring its directors and officers against
certain liabilities, including liabilities under the Act.


Item 16. Exhibits

     3.1    Certificate of Incorporation(1)

     3.2    Amendment to Certificate of Incorporation, filed June 15, 1981(1)

     3.3    Amendment of Certificate of Incorporation dated October 1981(2)

     3.4    Amendment of Certificate of Incorporation dated February 17, 1982(1)

     3.5    Amendment to Certificate of Incorporation dated April 8, 1985(3)

     3.6    Amendment to Certificate of Incorporation, filed May 9, 1996(4)

     3.7    By-Laws(1)


                                      II-1

<PAGE>
     4.1    Subordinated Convertible Term Note and Regulation "S"
            Subordinated Convertible Note Purchase Agreement(5)

     4.2    Form of Young Management Group Inc. Warrants(12)

     5.1    Opinion of Baratta & Goldstein as to legality*

     10.1   Form of Employment Agreement between Registrant and Mendel Klein*

     10.2   Form of Employment Agreement between Registrant and Abraham Klein(6)

     10.3   Form of Employment Agreement between Registrant and Dov Klein(6)

     10.4   Form of Employment Agreement between Registrant and Hershel Klein(6)

     10.5   Form of Employment Agreement between Registrant and Anthony J. 
            Cataldo(6)

     10.6   Form of Stock Option awarded to Mendel Klein(6)

     10.7   Contract for the purchase of 1000 First Street, Harrison, New Jersey
            by the Registrant's wholly owned subsidiary Harrison Realty Corp.(8)

     10.8   Lease Agreement between Harrison Realty Corp. the Registrant's 
            wholly owned subsidiary and RPW Enterprises, Inc. (7)

     10.9   Lease Agreement between Flexo-Craft Prints, Inc. the Registrants 
            wholly owned subsidiary and Inner Secrets, Inc. (Filed herewith)

     10.10  Contract for purchase of Eight Color Press*

     10.11  Union and Association Contract with Unified Production Workers Union
            Local 17-18.(1)

     10.12  Letter of Credit Reimbursement Agreement entered into between 
            Flexo-Craft Prints, Inc. a wholly owned subsidiary of the Registrant
            and National Westminster Bank NJ to cover the purchase price of the 
            eight color press.(10)

     10.13  Mortgage with National Westminster Bank of New Jersey N. A. (Fleet
            Bank N.A).(9)

     10.14  New Jersey Economic Development Authority Tax Exempt Bond for 
            $2,100,000(9)

     10.15  New Jersey Economic Development Authority Tax Exempt Bond for 
            $3,600,000(9)

     10.16  Form of Contract for the sale of 185 Front Street by 185 Front 
            Street Corp. the Registrant's wholly owned subsidiary(11)

     15.1   Letter of Goldstein & Morris, P.C. on Unaudited Interim Financial
            Information*

     23.1   Consent of Goldstein & Morris, P.C. (Filed herewith)

     23.2   Consent of Baratta & Goldstein (To be included in Exhibit 5.1)

     24.1   Power of Attorney (Filed herewith)

     27.1   Financial Data Schedule (Filed herewith)

- ----------
 (1)  Incorporated by reference to the Registrant's Registration Statement on 
      Form S-18 (File No. 2-76262-NY) dated March 9, 1982.

 (2)  Incorporated by reference by the Amendment to the Registrant's 
      Registration Statement on Form S-18 dated October 4, 1982

 (3)  Incorporated by reference to the Registrant's Form 8-K, dated 
      April 22, 1985.

 (4)  Incorporated by reference to the Registrant's Form 8-K dated May 7, 1996.

 (5)  Incorporated by reference to the Registrant's Form 8-K dated July 3, 1996.

 (6)  Incorporated by reference to the Registrant's Form 8-K dated May 23, 1996.

 (7)  Incorporated by reference to the Registrant's Form 8-K dated May 24, 1994.

 (8)  Incorporated by reference to the Registrant's Form 8-K dated 
      December 28, 1993.

 (9)  Incorporated by reference to the Registrant's Form 8-K dated 
      October 17, 1994.

(10)  Incorporated by reference to the Registrant's Form 8-K dated June 6, 1994.

(11)  Incorporated by reference to the Registrant's Form 8-K dated 
      July 26, 1995.

(12)  Incorporated by reference to the Registrant's Form 8-k dated May 21, 1996.

*     To be Filed by Amendment



                                      II-2

<PAGE>

Item 17. Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

     (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individual or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Not withstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

     (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (4) If the registrant is a foreign private issuer, to fila a post-effective
amendment to the registration statement to include any financial statements
required by Rule 3-19 of this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided, that
the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant tot his paragraph (a)(4) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form
F-3, a post effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Form F-3.


                                      II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harrison, State of New Jersey, on September 12, 1996.




                                      Laser Master International, Inc.
                          ------------------------------------------------------
                                               (Registrant)


                          By:  /s/ Mendel Klein
                              --------------------------------------------------
                              Mendel Klein, President & Chief Executive Officer
                                            (Signature and Title)

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dated indicated:


           Signature                    Title                        Date
           ---------                    -----                        ----

Principal Executive, Financial
  and Accounting Officer
 
  /s/ Mendel Klein             President and Treasurer       September 12, 1996
- -----------------------------
        (Mendel Klein)

A majority of the Board
  of Directors:

 /s/ Mendel Klein              Chairman, President and       September 12, 1996
- ------------------------------   Director
       (Mendel Klein)            


 /s/ Leah Klein                Vice President and Director   September 12, 1996
- ------------------------------
       (Leah Klein)


                               Vice President and Director   September   , 1996
- -------------------------------
       (Mirel Spitz)


 /s/ Abraham Klein             Director                      September 12, 1996
- -------------------------------
       (Abraham Klein)


                                      II-4






                                                          EXHIBIT 10.9

                                 BUSINESS LEASE

    The Landlord and the Tenant agree to lease the rental space for the Term and
at the Rent stated, as follows:
     (The words Landlord and Tenant includes all landlords and all tenants 
     under this Lease.)                                       

Landlord:           Flexo-Craft Prints, Inc.
                    1000 First Street
                    Harrison, New Jersey 07029

Tenant:             Inner Secrets, Inc.
                    1500 Hudson Street
                    Hoboken, New Jersey 07030

Rental Space:       53,600 sq. ft. in the Building at 1000 First
                    Street, Harrison, Jersey 07029 (diagram annexed).

Date of Lease       September 30, 1994

Term of Lease:      Beginning: January 1, 1995
                    Ending:    January 1, 2000

Rent for the Term:  $871,000

                    The rent is payable in advance on the first day of each
                    month as follows: $14,516.67 per month. Rent is fixed at a
                    rate of $3.25 per sq. ft., subject to tax escalations when
                    assessed by Taxing Authorities. Tenant will be responsible
                    for payment of 22.61% of all tax increases* on the demised
                    premises, in addition to rental payments. Tenant will be
                    responsible for payment of escalations within 30 days of
                    receiving notice from Landlord. Occupancy is to commence
                    January 1, 1995. Rental payments are to begin January 1,
                    1995. In the event the premises cannot be delivered by
                    January 1, 1995, the rent shall abate one day for each
                    additional day, until the premises can be delivered to
                    Tenant.

Broker:             No broker is involved in this transaction.

Security:           $29,033.34

                    Tenant will be entitled to the return of one-half of the
                    Security Deposit ($14,516.67) on or about the first day of
                    January 1997, if there are no violations of the terms of the
                    Lease.

                   * Tax Base Year 1994.


<PAGE>



Fire and Liabil-    Minimum amounts: for each person injured
ity Insurance:      $500,000; for any one accident - $1,000,000;
                    for property damage - $1,000,000; Fire
                    Insurance - $1,000,000 - Tenant agrees to
                    provide satisfactory proof of insurance to
                    Landlord.

                    All insurance obtained by the parties will have an
                    "A" rating, as designated by applicable insurance industry
                    rating services.

Use of Rental       Rental space is to be used as a warehouse for
Space:              the production, storage and distribution of
                    lingerie products. The space is also to
                    include offices.

Additional          Landlord agrees to do the following at his
Agreements:         cost: (a) supply four (4) toilets in the
                    warehouse area; (b) supply one (1) toilet in
                    the office area; (c) install air-conditioning
                    in the office area; (d) install heat in the
                    office area; (e) remove existing lockers; (f)
                    level out the floors; (g) paint floor;
                    (h) paint walls (paint to be paid for and
                    supplied by tenant); (i) deliver premises in
                    broom-clean condition.

                    All work provided by Landlord will be completed on or before
                    January 1, 1995.

                    Should the Tenant wish to make alterations to the rental
                    space prior to occupancy, Tenant agrees to submit a work
                    plan to Landlord for approval. Landlord's approval shall not
                    be unreasonably withheld. Tenant will be responsible
                    for obtaining all necessary permits for alterations/work.   
                    In the event permits for alterations are required, permits
                    will be obtained on or before November 15, 1994. Tenant
                    must notify Landlord of its inability to obtain the
                    necessary permits by November 15, 1994. Tenant agrees to use
                    its best efforts to obtain all required approvals and in the
                    event permits for alterations necessary for tenancy cannot
                    be obtained due to the appropriate agency's refusal to
                    approve on or before November 15, 1994, Tenant may terminate
                    the Lease, by providing notice of termination on or before
                    November 15, 1994.

                    The heating and electricity shall be

                                 2





<PAGE>



                    satisfactory to the Tenant and the Tenant's HVAC specialists
                    in accordance with reasonably acceptable standards. All
                    municipal approvals and government approvals shall be
                    obtained by the Landlord at the Landlord's cost and expense
                    prior to the Tenant occupying the premises, as long as
                    Tenant's business is not in violation of any Law 
                    or Ordinance.

                    The Landlord, at Tenant's request, shall certify in writing
                    that there are no pending tax proceedings or adjustments
                    effectuating the leasehold premises.

                    The Tenant shall not use the rental space in any manner
                    other than permitted uses under-the Lease. In the event that
                    Tenant's use results in (1) an increase in the rate of fire
                    and liability insurance; or (2) cancellation of any fire or
                    liability insurance policy on the rental space unless the
                    Tenant shall pay the increased insurance differential cost
                    to the Landlord for reimbursement of the Landlord's increase
                    in the rate of fire and liability insurance. The Tenant
                    shall comply with all requirements of the insurance
                    companies insuring the rental space. The Tenant shall not
                    abandon the rental space during the term of this lease or
                    permit it to become vacant for extended periods. Any
                    dispute arising under this provision shall be resolved by a
                    mutually agreeable insurance underwriter. The parties agree
                    to share the cost and expense equally. In the event any
                    other costs are expended, all expenses except legal and
                    accounting expenses, will be shared equally.

                    The filing of any Chapter proceeding by Tenant under the
                    Bankruptcy Law will be an automatic default at the option of
                    the Landlord.

                    Tenant agrees to pay all charges for use and occupancy
                    during said proceeding.

1.   Possession and Use

    The Landlord shall give possession of the Rental Space to the Tenant for the
Term. The Tenant shall take possession of and use the Rental Space of the
purpose stated above. The Tenant may not use the Rental Space for any other
purpose without the written consent of the Landlord.

                                        3



<PAGE>



      The Tenant, with the Landlord's permission, may have access to the rental
space prior to the commencement of the term. Tenant must provide Landlord with
proof of adequate insurance, should Tenant elect, and Landlord permit, access to
rental space, prior to commencement of the term.

     The Tenant and/or Landlord shall not allow the Rental Space to be used for
any unlawful or hazardous purpose. The Tenant and/or Landlord agree to keep and
store any hazardous materials necessary as per the terms of the "Use of the
Rental Space" provision herein in a safe manner, so long as same is not in
violation of any law or code. The Tenant is satisfied that the Rental Space is
zoned for the Use stated. The Landlord shall obtain any necessary
certificate of occupancy or other certificate permitting the Tenant to use the
Rental space for its Use.

2.    No Assignment or Subletting

    The Tenant may not do any of the following without the Landlord's written
consent, which shall not be unreasonably withheld: (a) assign this Lease (if the
Tenant is a corporation, the sale of a majority of its shares shall be treated
as an assignment), (b) sublet all or any part of the Rental Space or (c) permit
any other person or business to use the Rental Space, except and excluding
subsidiaries of the Tenant and/or corporate affiliate of the Tenant.

3.    Rent and Additional Rent

    Tenant understands and agrees that all payments under the within Lease will
be termed Rent.

    Tenant shall pay the Rent to the Landlord at the Landlord's address.

    If the tenant fails to comply with any agreement in this Lease, the
Landlord, on 30 days' notice to the Tenant in writing during which time the
Tenant shall have the right to come into compliance, the Landlord may do so on
behalf of the Tenant. The Landlord may deduct from the security upon 30 days'
written notice in advance to the Tenant of the incurring of any expenses. Should
the cost incurred exceed the security,the Landlord may charge the additional
cost to Tenant as additional rent. The additional rent shall be due and payable
with the next month's rental payment. Non-payment of additional rent shall give
the Landlord the same rights against the Tenant as if the Tenant failed to pay
the Rent.

4.    Security

    Tenant will deposit with Landlord the Security stated herein. The Security
shall be held by the Landlord during the Term of this Lease.    The Landlord may
deduct from the Security any expenses incurred in connection with the Tenant's
violation of any agreement

                                        4




<PAGE>



in this Lease. For example, if the Tenant does not leave the Rental Space in
good condition at the end of the Term, the Security may be used to put it in
good condition. If the amount of damage exceeds the Security, the Tenant shall
pay the additional amount to the Landlord on demand.

    If the Landlord uses the Security or any part of it during the Term, the
Tenant shall on demand pay the Landlord for the amount used. The amount of the
Security is to remain constant throughout the Term, except as provided above.
The Security is not to be used by the Tenant for the payment of Rent. The
Landlord shall repay to the Tenant any balance remaining within 30 days after
the end of the Term. The Tenant shall be entitled to 80% of interest earned on
the Security. The Security shall be kept in an interest-bearing account with
landlord entitled to 20% of interest earned on said security for administrative
cost.

    If the Landlord's interest in the Rental Space is transferred, the Landlord
shall turn over the Security to the new Landlord. The Landlord shall notify the
Tenant of the name and address of the new Landlord. Notification must be given
within 5 days after the transfer, by registered or certified mail. The Landlord
shall then no longer be responsible to the Tenant for the repayment of the
Security. The new Landlord shall be responsible to the Tenant for the return of
the Security in accordance with the terms of this Lease and the lease shall
continue in full force and effect.

5.    Liability Insurance

    The Tenant shall obtain, pay for, and keep in effect for the benefit of the
Landlord and the Tenant public liability insurance on the Rental Space. The
insurance company and the broker used must be acceptable to the Landlord. This
coverage must be at least the minimum amounts stated herein.

    All policies shall state that the insurance company cannot cancel or refuse
to renew without at least 10 days' written notice to the Landlord.

    The Tenant shall deliver the original policy to the Landlord with proof of
payment of the first quarter's premiums. This shall be done not less than 15
days before the Beginning of the Term. The Tenant shall deliver a renewal policy
to the Landlord with proof of payment not less than 15 days before the
expiration date of each policy.

6.    Unavailability of Fire Insurance, Rate Increases

    If due specifically to the Tenant's use of the Rental Space, the Landlord
cannot obtain and maintain fire insurance on the Building in an amount and form
reasonably acceptable to the Landlord, the Landlord may cancel this Lease on 30
days notice to the Tenant. If due to the Tenant's use of the Rental Space the
fire insurance rate is increased, the Tenant shall pay the increase

                                        5




<PAGE>



in the premium to the Landlord on demand or the Tenant may obtain replacement
insurance from a reputable company to be paid by Landlord, with Tenant paying
any difference in the rate.

7.    Water Damage

    The Landlord shall not be liable for any damage or injury to any persons or
property caused by the leak or flow of water from or into any part of the
Building, except if the Landlord, its servants, agents and/or employees shall be
negligent.

    Landlord certifies that the roof will be leak-free as of the date of
possession.

8.    Liability of Landlord and Tenant

    The Landlord shall not be liable for injury or damage to any person or
property unless it is due to the Landlord's act or neglect. The Tenant is liable
for any loss, injury or damage to any person or property caused by the act or
neglect of the Tenant or the Tenant's employees. The Tenant shall defend the
Landlord from and reimburse the Landlord for all liability and costs resulting
from any injury or damage due to the act or neglect of the Tenant or the
Tenant's employees, during or arising out of the course of the Tenant's
employees employment.

9.   Acceptance of Rental Space

    The Tenant shall be entitled to inspect the Rental Space and thereafter
agree that the Rental Space is in satisfactory condition as per the work
specifications set forth under the terms of the Lease. Any condition which is
not in satisfactory condition shall be corrected and/or repaired in a good
workman like manner by the Landlord at the Landlord's sole cost and expense. Any
dispute between Landlord and Tenant concerning work shall go to an Arbitrator
selected by both Landlord and Tenant for determination.

10. Quiet Enjoyment

    The Landlord warrants that it has the right to enter into the within Lease.
If the Tenant complies with this Lease, the Landlord must provide the Tenant
with undisturbed possession of the Rental Space.

11. Utilities and Services

    The Tenant shall arrange and pay for all utilities and services required for
the Rental Space, including the following:

     (a)   Heat                (c)  Electric
     (b)   Hot and cold water  (d)  Gas



<PAGE>



    All of Tenants' meters for utility service for the space/premises are
separate.

    The Landlord is not liable for any inconvenience or harm caused by any
stoppage or reduction of utilities and services beyond the control of the
Landlord. This does not excuse Tenant from paying Rent. The Landlord will allow
a pro rata deduction in rent for unusable Space.

12.  Tenant's Repairs, Maintenance, and Compliance 

     The Tenant shall:

    (a) Promptly comply with all laws, orders, rules and requirements of
governmental authorities, insurance carriers, board of fire underwriters, or
similar groups, provided that compliance is made necessary by the acts of
Tenant.

    (b) Maintain the Rental Space and all equipment and fixtures in it in good
repair and appearance.

    (c) Make all necessary repairs solely caused by Tenant to the Rental Space
and all equipment and fixtures in it, except structural repairs.

    (d) Maintain the Rental Space in a neat, clean, safe, and sanitary
condition, free of all garbage.

    (e) Use all electric, plumbing and other facilities in the Rental Space
safely.

    (f) Use no more electricity than the wiring or feeders to the Rental Space
can safely carry.

          (g) Promptly replace all broken glass in the Rental
Space.

    (h) Do nothing to destroy, deface, damage, or remove any part of the Rental
Space.

    (i) Keep nothing in the Rental Space which is inflammable, dangerous or
explosive or which might increase the danger of fire or other casualty except
for permitted uses pursuant to the lease.

    (j) Promptly notify the Landlord when there are conditions which need
repair.

    (k) Do nothing to destroy the peace and quiet of the Landlord, or other
tenants, or persons in the neighborhood.

               (1) Avoid littering in the building or on its grounds.

    (m) Do all "day to day" maintenance necessary due to normal usage with
respect to utilities, such as replacing bulbs and

                                        7


<PAGE>



air filters.

    The Tenant shall pay any expenses involved in complying with the above.

13.  Landlord's Repairs and Maintenance 

     The Landlord shall:

    (a) Maintain the public areas, roof and exterior walls in good condition.

    (b) Make all structural repairs unless these repairs are made necessary by
the act or neglect of the Tenant or the Tenant's employees.

    (c) Make necessary replacements of the plumbing, cooling, heating and
electrical systems, except when made necessary by the act or neglect of the
Tenant or the Tenant's employees.

          (d)  Maintain the elevators in the Building, if any.

          (e)  Provide snow removal.

    (f) Provide five (5) parking spaces in front of the building and forty (40)
parking spaces in the main parking lot located at the rear of the building.

14.  No Alterations

    The Tenant may not make any changes or additions to the Rental Space without
the Landlord's written consent, which consent shall not be unreasonably withheld
and which consent shall be within 30 days of notice to the Landlord of the
Tenant intending to make any change, or additions to the rental space. Any
changes or additions made without the Landlord's written consent shall be
removed by the Tenant on demand.

    All changes or additions to the building made with the Landlord's written
consent shall become the property of the Landlord when completed and paid for by
the Tenant. They shall remain as part of the Rental Space at the end of the
Term. The Landlord may demand that the Tenant remove any changes or additions at
the end of the Term. The Tenant shall promptly pay for all costs of any
permitted changes or additions. The tenant shall not allow any mechanic's lien
or other claim to be filed against the Building. If any lien or claim is filed
against the Building, the Tenant shall have it promptly removed.

15. Signs

    The Tenant shall obtain the Landlord's written consent before placing any
sign on or about the Rental Space. Signs must conform with all applicable
municipal ordinances and regulations.    The Tenant shall be entitled to a
minimum of two (2) signs having

                                        8





<PAGE>



reasonable dimensions.

16. Access to Rental Space

    The Landlord shall have access to the Rental Space on reasonable notice to
the Tenant to (a) inspect the Rental Space (b) make necessary repairs, 
alterations, or improvements; (c) supply services, and (d) show it to 
prospective buyers, mortgage lenders, contractors or insurers.

    The Landlord may show the Rental Space to rental applicants at reasonable
hours on notice to the Tenant within 6 months before the end of the Term.

    The Landlord may enter the Rental Space at any time without notice to the
Tenant in case of emergency.

17. Fire and Other Casualty

    The Tenant shall notify the Landlord at once of any fire or other casualty
in the Rental Space. The Tenant is not required to pay Rent when the Rental
Space is unusable. If the Tenant uses part of the Rental Space, the Tenant must
pay Rent pro-rata for the usable part.                                          

    If the Rental Space is partially damaged by fire or other casualty, the
Landlord shall repair it as soon as possible. This includes the damage to the
Rental Space and fixtures installed by the Landlord. the Landlord need not
repair or replace anything installed by the Tenant, unless the damage is as a
result of the of the negligence of the Landlord or its agents, servants and/or
employees.

    Either party may cancel this Lease if the Rental Space is so damaged by fire
or other casualty that it cannot be repaired within 90 days. If the parties
cannot agree, the opinion of a contractor chosen by the Landlord and the Tenant
will be binding on both parties.

    This Lease shall end if the Rental Space is totally destroyed. The Tenant
shall pay Rent to the date of destruction.

    If the fire or other casualty is caused by the act or neglect of the Tenant
or the Tenant's employees, the Tenant shall pay for all repairs to the extent
covered by Tenant's insurance. If the fire or other casualty is caused by the
act or neglect of the Landlord or the Landlord's employees, the Landlord shall
pay for all repairs to the extent covered by Landlord's insurance.

18.  Eminent Domain

    Eminent Domain is the right of a government to lawfully condemn and take
private property for public use. Fair value must be paid for the property. The
taking occurs either by court order or by deed to the condemning party.  If
any part of the Rental

                                        9





<PAGE>

Space is taken by eminent domain, either party may cancel this lease on 30 days'
notice to the other. The payment for the taking shall be distributed between
Landlord and Tenant on a pro rata basis. The Tenant shall make no claim for the
value of this Lease for the remaining part of the Term.                         

19. Subordination to Mortgage

    As subject to applicable state law as made and provided and as
may be provided by the Over-Landlord's lending institution.

20. Tenant's Certificate

    At the request of the Landlord, the Tenant, only if it is true, shall sign a
certificate stating that (a) this Lease has not been amended and is in effect,
(b) the Landlord has fully performed all of the Landlord's agreements in this
Lease, (c) the Tenant has no rights to the Rental Space except as stated in this
Lease, (d) the Tenant has paid all Rent to date, and (e) the Tenant has not paid
Rent for more than one month in advance. The Certificate shall also list all the
property attached to the Rental Space owned by the Tenant.

21. Violation, Eviction, Re-entry and Damages

    The Landlord reserves a right of re-entry which allows the Landlord to end
this Lease and re-enter the Rental Space if the Tenant* violates any agreement
in this Lease. This is done by eviction. Eviction is a court procedure to
remove a tenant. Eviction is started by the filing of a complaint in court and
the service of a summons on a tenant to appear in court. The Landlord may also
evict the tenant for any one of the other grounds of good cause provided by
law. After a court order of eviction and compliance with the warrant of
removal, the Landlord may re-enter and take back possessions of the Rental
Space. If there is any other cause to evict, the Landlord must give to the
Tenant the notice required by law before the Landlord files a complaint for
eviction.               * materially   

     The Tenant is liable for all damages caused by the Tenant's violation of 
any agreement in this Lease.

    After eviction the Tenant shall pay the Rent for the Term or until the
Landlord re-rents the Rental Space, if sooner. If the Landlord re-rents the
Rental Space for less than the Tenant's Rent, the Tenant shall pay the
difference until the end of the Term. The Tenant shall not be entitled to any
excess resulting from the re-renting. The Tenant shall also pay (a) all
reasonable expenses incurred by the Landlord in Preparing the Rental Space for
re-renting and (b) commissions paid to a broker for finding a new tenant.

22. Notices Notices will be given to Cole & Cole, Esqs., on behalf of
            Tenant and Baratta and Goldstein, Esqs., on behalf of Landlord
           All notices given under this Lease must be in writing. Each
    



<PAGE>



party must accept and claim the notices given by the other. Unless otherwise
provided by law, they may be given by (a) personal delivery, or (b) certified
mail, return receipt requested. Notices shall be addressed to the Landlord at
the address written at the beginning of this Lease and to the Tenant at the
Rental Space.

23. No Waiver

    The Landlord's failure to enforce any agreement in this Lease shall not
prevent the Landlord from enforcing the agreement for any violations occurring
at a later time.

24. Survival

    If any agreement in this Lease is contrary to law, the rest of the Lease
shall remain in effect.

25. End of Term

    At the end of the Term the Tenant shall (a) leave the Rental Space clean,
(b) remove all of the Tenant's property, (c) remove all signs and restore that
portion of the Rental Space on which they were placed, (d) repair all damage
caused by moving, and (e) return the Rental Space to the Landlord in the same
condition as it was at the beginning of the Term except for normal wear and
tear.

    If the Tenant leaves any property in the Rental Space for more than 30 days,
after termination of the Lease, the Landlord may (a) dispose of it and charge
the Tenant for the cost of disposal, or (b) keep it as abandoned property.

26. Binding

    This Lease binds the Landlord and the Tenant and all parties who lawfully
succeed to their rights or take their places.

27. Full Agreement

    The parties have read this Lease. It contains their full agreement. It may
not be changed except in writing signed by the Landlord and the Tenant.

28. Renewal of Lease

    The Lease may be renewed, provided that notice is given to Landlord 90 days
prior to the end of the lease period. The Lease will be renewable for an
additional five (5) years at a rate of $3.75 per sq. ft. gross. The renewal term
will be January 1, 2000 to January 1, 2005. Rent for the renewal term is
$1,005,000. The rent is payable in advance on the first day of each month as
follows: $16,750. Tenant will be responsible for 22.61% of all tax escalations
on the demised premises from the date of renewal, in addition to rental
payments. Tenant will be responsible for payment of tax and tax escalations
within 30 days of receipt of notice from Landlord.


                                       11



<PAGE>



     The Lease will be renewable for a second five-year period, provided that
notice is given to the Landlord 90 days prior to the end of the lease period.
The second five-year renewal period will begin January 1, 2005 through January
1, 2010. The second renewal rate will be $3.75 per sq. ft. gross, in addition to
a cost of living increase. The rent for the second five-year renewal period
will be payable in advance on the first day of each month. Tenant will be
responsible for 22.61% of all tax escalations on the demised premises, in
addition to rental payments. Tenant will be responsible for payment of tax
escalations within 30 days of receipt of notice from Landlord. In the event
landlord requires the space for his own use, the second option covering years 11
to 15 shall be cancelled. Landlord is to give Tenant notice 6 months prior to
the end of the first renewal period (July 1, 2004) of its intention to cancel
the second option period.

      *    Cost of living increase not to exceed 10%.
           The cost of living increase is to be based on
           the C.P.I. for the New York Metropolitan Area
           for January 1, 2005. and January 1, 2000. 

29. Inspection of Rental Space

    The Lease is subject to a satisfactory building and property inspection, to
be conducted at least fourteen (14) days prior to commencement of the Lease, and
to be performed by the Tenant's engineer and inspector. Inspections to be
conducted at Tenant's expense. In the event a dispute arises as to work/repairs
that Tenant requests, an arbitrator chosen by Landlord and Tenant will render a
final decision.

Signatures:          The Landlord and the Tenant agree to the terms
                     of this Lease by signing below. If a party is
                     a corporation, this Lease is signed by its
                     proper corporate officers and its corporate
                     seal is affixed.

                         FLEXO-CRAFT PRINTS, INC.

                         By:     /s/                        (Seal)
                             ------------------------------
                                                   Landlord





                         INNER SECRETS, INC.


                         By:    /s/                         (Seal)
                             ------------------------------
                              Norton Sloan   Sec'y     Tenant

                                       12







                                                               Exhibit 23.1






                              GOLDSTEIN AND MORRIS
                       CERTIFIED PUBLIC ACCOUNTANTS, P.C.
                                501 FIFTH AVENUE
                              NEW YORK, N.Y. 10017


ALBERT M. GOLDSTEIN                                     TELEPHONE (212) 682-3378
EDWARD B. MORRIS                                        FAX (212) 599-6438
ALAN J. GOLDBERGER



              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 22, 1996, which appears in
the annual report on Form 10-KSB of Laser Master International, Inc. and wholly
owned subsidiaries for the year ended November 30, 1995, and to the reference to
our Firm under the caption "Experts" in the Prospectus.



                                              /s/ Goldstein and Morris

                                              Goldstein & Morris
                                              Certified Public Accountants, P.C.



New York, New York
September 5, 1996




                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

     We the undersigned directors and/or officers of Laser Master International,
Inc. (The "Company"), hereby severally constitute and appoint Mendel Klein,
Chief Executive Officer and President of the Company, individually, with full
powers of substitution and re-substitution, our true and lawful attorney, with
full powers to him, to sign for us , in or names and in the capacities indicated
below, the Registration Statement on Form S-3 filed with the Securities and
Exchange Commission, and any and all amendments to said Registration Statement
(including post-effective amendments), and any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in
connection with the registration under the Securities Act of 1933, as amended,
of equity securities of the Company, and to file or cause to be filed the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as each
of them might or could do in person, and hereby ratifying and confirming all
that said attorney, or his substitute or substitutes, shall do or cause to be
done by virtue of this Power of Attorney.

     WITNESS our hands on this 12th day of September, 1996.

    Signature                             Title(s)
    ---------                             --------

 /s/ Leah Klein                          Leah Klein, Vice-President, Secretary
- ----------------------------             Director
    (Leah Klein)

                                         Vice-President, Director
- ----------------------------
    (Mirel Spitz)


 /s/ Abraham Klein                       Director
- ----------------------------
    (Abraham Klein)


                                         Assistant Secretary
- ----------------------------
    (Anthony J. Cataldo)


                                      II-5


<TABLE> <S> <C>


<ARTICLE>5
       
<S>                             <C>
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                                NOV-30-1995
<PERIOD-END>                                     MAY-31-1996
<CASH>                                             1,689,366
<SECURITIES>                                         374,149
<RECEIVABLES>                                      1,752,570
<ALLOWANCES>                                          80,764
<INVENTORY>                                        1,946,248
<CURRENT-ASSETS>                                   5,771,555
<PP&E>                                            15,800,782
<DEPRECIATION>                                     6,007,748
<TOTAL-ASSETS>                                    16,097,770
<CURRENT-LIABILITIES>                              2,289,004
<BONDS>                                            5,869,999
                                      0
                                                0
<COMMON>                                             101,133
<OTHER-SE>                                         7,784,125
<TOTAL-LIABILITY-AND-EQUITY>                      16,097,770
<SALES>                                            4,515,260
<TOTAL-REVENUES>                                   4,694,211
<CGS>                                              2,844,563
<TOTAL-COSTS>                                      2,917,497
<OTHER-EXPENSES>                                   1,652,247
<LOSS-PROVISION>                                           0
<INTEREST-EXPENSE>                                   276,238
<INCOME-PRETAX>                                     (116,604)
<INCOME-TAX>                                               0
<INCOME-CONTINUING>                                 (116,604)
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                        (116,604)
<EPS-PRIMARY>                                           (.01)
<EPS-DILUTED>                                           (.01)
        


</TABLE>


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