PUBLISHING CO OF NORTH AMERICA INC, 424B1, 1996-05-20

PUBLISHING CO OF NORTH AMERICA INC
424B1, 1996-05-20
MISCELLANEOUS PUBLISHING

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Filed Pursuant to Rule 424(b)(1) and Rule 430A on
Registration No. 333-2306

PROSPECTUS

[LOGO]

1,000,000 SHARES OF COMMON STOCK

The Publishing Company of North America, Inc. (the "Company") is hereby
offering 1,000,000 shares of its common stock ("Common Stock"), no par value.

Prior to this offering, there has been no public market for the Common Stock,
and no assurances can be given that any such market will develop upon completion
of this offering. The initial public offering price of the Common Stock of $5.50
per share was determined by negotiation between the Company and Laidlaw
Equities, Inc., as representative of the several underwriters (the
"Representative"). For information regarding the factors considered in
determining the initial public offering price of the Common Stock, see "Risk
Factors" and "Underwriting." The Common Stock has been approved for quotation on
the Nasdaq National Market ("NMS") under the symbol PCNA.

Concurrently with this offering, the Company has also registered 12,500
shares of Common Stock acquired by five shareholders (the "Selling
Shareholders") in connection with the Company's March 1996 private placement
(the "Private Placement"). The Underwriter is not offering any of these shares
in this offering. The Company will not receive any of the proceeds from the sale
of the 12,500 shares of Common Stock by the Selling Shareholders. See
"Concurrent Offering" and "Certain Transactions."

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

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND
IMMEDIATE SUBSTANTIAL DILUTION. SEE "RISK FACTORS" CONTAINED AT
PAGES 7--11 OF THIS PROSPECTUS AND "DILUTION."

-------------------
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.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
Per Share.......................... $5.50 $0.55 $4.95
Total(3)........................... $5,500,000 $550,000 $4,950,000
</TABLE>

(1) Does not include additional consideration to be received by the
Representative in the form of (i) a non-accountable expense allowance equal
to 3% of the gross offering proceeds (of which $50,000 has been paid); and
(ii) any value attributable to warrants (the "Representative's Warrants")
entitling the Representative to purchase up to 95,000 shares of Common Stock
at a price per share equal to 120% of the initial public offering price,
exercisable for a period of four years commencing 12 months after the date
of this Prospectus. In addition, the Company has agreed to indemnify the
Underwriter against certain liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Underwriting."
(2) Before deducting expenses of the offering payable by the Company (including
the Representative's non-accountable expense allowance) estimated at
$475,000. ($499,750 if the over-allotment option granted by the Company
described below is exercised in full.)
(3) The Company has granted the Underwriters an option exercisable within 45
days of the date of this Prospectus (the "Over-Allotment Option") to
purchase up to 150,000 additional shares of Common Stock on the same terms
as set forth above solely to cover over-allotments, if any. If the
Over-Allotment Option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and the Proceeds will be $6,325,000,
$632,500 and $5,692,500, respectively. See "Underwriting."

The shares of Common Stock are being offered on a "firm commitment" basis by
the Underwriters when, as and if delivered by the Underwriters, and subject to
their right to reject orders in whole or in part and to certain other
conditions. It is expected that delivery of the certificates representing the
shares of Common Stock will be made at the offices of Laidlaw Equities, Inc.,
100 Park Avenue, New York, New York, 10017, on or about May 22, 1996.

LAIDLAW EQUITIES, INC.

The date of this Prospectus is May 17, 1996

<PAGE>
[PHOTO] [PHOTO] [PHOTO]

[PHOTO] [PHOTO] [PHOTO]

A sample of the directories published by the Publishing Company of North
America, Inc.

[Artwork]

The Company will furnish its shareholders with annual reports containing
audited financial statements and such other periodic reports as the Company may
from time to time deem appropriate or as may be required by law.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NMS, SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the more
detailed information and financial statements (including the notes thereto)
appearing elsewhere in this Prospectus. Unless otherwise indicated, the
information in the Prospectus does not give effect to the exercise of the Over-
Allotment Option and the Representative's Warrants. Except where otherwise
indicated, all share and per share data and information included in this
Prospectus relating to the number of shares of Common Stock give retroactive
effect to a March 1996 recapitalization in which a 29,250 to 1 stock split was
effected. Except where otherwise indicated, information relating to the number
of shares of Common Stock also gives effect to the future issuance of 3,000
shares of Common Stock and 15,000 options to each of Matt Butler and John D.
McKey, Jr., Esq., proposed directors of the Company. Unless otherwise indicated,
all references in this Prospectus to the term "Company" shall mean The
Publishing Company of North America, Inc., a Florida corporation.

THE COMPANY

The Company is an integrated full service provider of specialty publishing
for bar associations, focusing on print directories and Internet services.

The Company's principal product is the publication of city and county bar
association print directories throughout the United States. In March 1996, the
Company published its first state bar directory which was for the New Hampshire
Bar Association. Bar association directories contain a complete listing of
member attorneys and bar executives along with their addresses and telephone
numbers. They often also contain court information and specialized local
information which attorneys may need in order to carry on their business.

In 1996, the Company expanded its business to include electronic publishing
on the Internet. In January 1996, the Company established its first site on the
World Wide Web (the "Web") of the Internet which is for the Atlanta Bar
Association. More recently, the Company has reached understandings to establish
a separate Internet presence for the Boston Bar Association, the Bar Association
of the District of Columbia, the Cleveland Bar Association, the Orange County
Bar Association, Inc. (Orlando, Florida), the Bar Association of Erie County
(Buffalo, New York) and the Onondaga County Bar Association (Syracuse, New
York).

The Company publishes its print and electronic directories on a turnkey
basis. As a turnkey publisher, the Company assumes all costs of publication,
including design, printing and binding for its print directories as well as
providing a Web site for its electronic directories. The Company relies upon the
sale of advertising to generate its principal revenues. Both the print bar
directories and Web sites are provided at no cost to bar associations.

Since inception, the Company has increased the number of print directories
it has published from 16 directories in 1994 to 33 in 1995. In the first quarter
of 1996, the Company published 14 directories and generated net sales of
approximately $979,000, compared to three directories and net sales of
approximately $89,000 for the first quarter of 1995. The Company's senior
management has approximately 20 years of combined experience in publishing print
specialty directories. This experience, the high quality of the print
directories published by the Company and the Company's commitment to client
service have contributed to the Company's pattern of growth.

In December 1995, the Company became the publisher of the directory for the
National Association of Bar Executives ("NABE"), which is affiliated with the
American Bar Association. NABE consists of executives from many leading bar
associations at the state, county and local levels. NABE members include
executives from all 50 state bar associations and many city bar associations
such as Atlanta, Boston, Chicago, Dallas, Denver, Detroit, the District of
Columbia, Houston, Los Angeles, New Orleans, New York, Philadelphia, San
Francisco and St. Louis. As the publisher of the NABE

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<PAGE>
directory, the Company believes that it has an important competitive advantage
in the marketing of bar directories to NABE members.

The Company's primary strategy is to use the proceeds of this offering to
further penetrate the bar association directory business through an expanded
marketing program, specifically targeting larger bar associations and
establishing a program to secure long-term contracts to publish bar association
print and electronic directories. In addition, the Company will expand its
Internet services. The Company intends to capitalize on its position as a
publisher of bar directories to cross-market its Internet services to bar
associations and attorneys through the sale of specialty listings and home
pages.

The Company is a Florida corporation incorporated in 1993. The Company's
offices are located at 577 Deltona Blvd., Deltona, Florida, 32725, and its
telephone number is (407) 860-3000.

THE OFFERING

<TABLE>
<CAPTION>
<S> <C>
Common Stock Offered......................... 1,000,000 shares
Common Stock Outstanding:
Before Offering............................ 2,961,000 shares(1)
After Offering............................. 3,961,000 shares(1),(2)
Risk Factors................................. The Common Stock offered hereby involves a
high degree of risk and immediate and
substantial dilution. See "Risk Factors" and
"Dilution."
Use of Proceeds.............................. Expansion of Internet services; repayment of
the notes (the "Bridge Notes") issued in the
Private Placement; establishment of a program
to secure long-term agreements to publish bar
association print and electronic directories;
purchase of equipment; expansion of sales and
marketing; potential acquisitions; and
working capital. See "Use of Proceeds" and
"Certain Transactions."
National Market
System Symbol for
Common Stock............................... PCNA
</TABLE>

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

(1) An aggregate of 2,932,500 shares of Common Stock owned by the Company's
executive officers, directors, proposed directors and certain shareholders
(including 17,500 shares acquired in the Private Placement) and 12,500
shares owned by persons participating in the Private Placement are subject
to lock-up agreements with the Underwriter and may not be sold publicly
without the consent of the Underwriter until June 17, 1997 (13 months from
the date of this Prospectus) and August 15, 1996 (90 days from the date of
this Prospectus), respectively. See "Principal Shareholders."

(2) Does not include (i) 95,000 shares of Common Stock reserved for issuance in
the event of the exercise of the Representative's Warrants, (ii) 500,000
shares of Common Stock reserved for issuance under the Company's 1996 Stock
Plan (the "Plan") of which 108,500 unvested options exercisable at $5.50 per
share (the initial public offering price) have been granted. See
"Management--1996 Stock Plan" and "Underwriting."

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<PAGE>
SUMMARY FINANCIAL INFORMATION

The following table sets forth certain summary financial information
concerning the Company and is qualified by reference to the financial statements
and notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
DECEMBER 31, MARCH 31, 1996
----------------------- --------------------
1994 1995 1995 1996
--------- ---------- -------- --------
<S> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Net sales...................................... $ 465,936 $1,949,266 $ 89,234 $978,677
Income (loss) from operations.................. 42,349 565,549 (52,847) 326,858
Loss on uncollectible note(1).................. (100,553) -- -- --
Net income (loss).............................. $ (55,309) $ 580,246 $(51,767) $147,750
--------- ---------- -------- --------
--------- ---------- -------- --------
Pro forma data(2):
Income (loss) before provision for income
taxes.......................................... $ (55,309) $ 580,246 $(51,767) $313,860
Provision (benefit) for income taxes(3)........ 11,850 218,700 (19,480) 118,000
--------- ---------- -------- --------
Pro forma net income (loss).................... $ (67,159) $ 361,546 $(32,287) $195,860
--------- ---------- -------- --------
--------- ---------- -------- --------
Pro forma net income (loss) per share(4)....... $ (.02) $ .12 $ (.01) $ .07
--------- ---------- -------- --------
--------- ---------- -------- --------
<CAPTION>
DECEMBER 31, 1995 MARCH 31, 1996 AS ADJUSTED(5)
----------------- -------------- --------------
<S> <C> <C> <C>
SUMMARY BALANCE SHEET DATA:
Working capital................................. $ 380,558 $ 276,318 $4,830,367
Total assets.................................... 893,100 1,242,487 5,417,487
Long-term debt(6)............................... 300,000 269,248 269,248
Shareholders' equity(7)......................... 310,330 328,108 4,745,330

THE FOLLOWING INFORMATION RELATES TO THE OPERATIONS OF A CORPORATION
("TPCNA") WHICH WAS A SUBSIDIARY OF CATALOG PUBLISHING GROUP, INC. FROM
SEPTEMBER 1993 THROUGH MAY 9, 1994:

<CAPTION>
PERIOD JANUARY 1, 1994 THROUGH
MAY 9, 1994(8)
-
<S> <C>
Direct revenues.................................. $175,056
Total direct operating expenses.................. 104,984
----------
Direct revenues over direct operating expenses... $ 70,072
----------
----------
</TABLE>

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

(1) For information concerning this note, see "Certain Transactions" and Notes 6
and 7 of Notes to "Financial Statements."

(2) The unaudited pro forma Statements of Income Data have been adjusted for
income taxes which would have been recorded had the Company not been an S
corporation, based on the tax laws in effect during the periods presented.
Pro forma deferred income taxes relate primarily to temporary differences
between financial and income tax reporting for the cash basis to accrual
basis adjustments and depreciation expense. The net effect of these and
other temporary differences has not been reflected in the Financial
Statements since the Company was an S corporation prior to January 1, 1996.

(3) From inception through December 31, 1995, the Company elected to be taxed as
an S corporation under the Internal Revenue Code. Accordingly, taxable
income or loss passed directly to the shareholders, and the Financial
Statements through 1995 did not provide for income taxes. The S corporation
election was terminated effective January 1, 1996. In connection with this
termination, the Company recorded deferred taxes of $48,110.

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<PAGE>
(4) Net income (loss) per share of Common Stock has been computed using the
weighted average number of shares of Common Stock outstanding. The number of
shares of Common Stock utilized in computing net income (loss) per share was
2,955,000 for the years ended December 31, 1994 and 1995. See Note 9 of
Notes to "Financial Statements."

(5) Adjusted to reflect the sale of the 1,000,000 shares of Common Stock and the
application of the estimated net proceeds described in "Use of Proceeds."

(6) Gives effect to the issuance in March 1996 of notes totalling approximately
$268,000 payable to shareholders on June 30, 1997 representing undistributed
1995 Subchapter S income. Includes accrued interest at March 31, 1996. See
"Subchapter S Distributions."

(7) Gives effect to distributions to shareholders in March 1996 of approximately
$179,000 representing the approximate amount of federal income taxes due on
1995 Subchapter S income. See "Subchapter S Distributions."

(8) For information concerning TPCNA, see Note 7 to Notes to "Financial
Statements."

6
<PAGE>
RISK FACTORS

The Common Stock being offered hereby is speculative and involves a high
degree of risk, including, but not necessarily limited to, the risk factors
described below. Prior to making an investment, prospective investors should
carefully consider the following risk factors, as well as others described
elsewhere in the Prospectus, relating to the business of the Company and this
offering.

NEED TO MANAGE GROWTH

Since inception, the Company has experienced a period of rapid growth of its
revenues which has caused, and will continue to cause, a substantial strain on
its administrative, operational and financial resources. The Company plans to
continue to aggressively expand its operations. The Company's success will
depend, in part, on its ability to manage its growth and to enhance its
operational and financial controls. In order help manage this growth, the
Company has recently recruited a Chief Financial Officer who will be required to
implement financial and other operational controls. The Company has limited
management depth. Its management is increasingly focusing its attention on the
expansion of the Company's business to include electronic publishing on the
Internet. If the Company continues to grow in the future, for which no
assurances can be given, it will need to be able to attract and retain highly
experienced executives and employees capable of providing the necessary support.
There can be no assurances that the Company will be able to successfully manage
its future growth. See "Business", "Management" and "Financial Statements."

DEPENDENCE ON MANAGEMENT

The Company's success to date has depended in large part on the skills and
efforts of Peter S. Balise, its President, and D. Scott Plakon, its Executive
Vice President. The Company has relied upon Mr. Balise to establish
relationships with officials of various bar associations. If Mr. Balise were to
become unavailable, the business of the Company could be materially adversely
affected. Messrs. Balise and Plakon's three-year employment agreements entered
into in April 1996 each contain a covenant not to compete against the Company
for a period of two years following termination of employment. The Company is in
the process of obtaining a key-man policy insuring the life of Mr. Balise in the
amount of $2,000,000 and has agreed with the Representative to keep the policy
in force for a period of three years from the date of this Prospectus. See
"Management."

NEW LINES OF BUSINESS

The Company has recently designed its first Web site on the Internet which
was for the Atlanta Bar Association. In December 1995, the Company published its
first bar association newsletter. While both new lines of business are similar
to its print directory publishing business, these new lines of business are
highly competitive. There can be no assurances that the Company will be
successful in these new lines of business. See "Business--Internet Services."

COMPETITION

There are no significant barriers to entry in the business in which the
Company is engaged. For this reason, the Company's business is subject to
current and future competition. Many of its current competitors are (and
potential competitors may be) substantially larger and have greater financial
resources than the Company. There can be no assurances that the Company can
compete profitably with such other companies on a long-term basis. In its
traditional print bar directory publishing business, the market for state and
local directories is highly fragmented and localized. In the electronic
publishing segment of its business, the Company faces substantial competition
from businesses which have long established reputations with lawyers. One of
these competitors sells a multi-volume print national bar directory. Moreover,
there are a large number of businesses which design World Wide Web sites. The
principal competitive factors in providing Web sites for bar associations are
reputation, price,

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<PAGE>
the marketing strength of the larger competitors and personal or business
relationships. Because of these factors, and the relative ease of entry for
potential competitors, the Company faces significant competition. See
"Business--Competition."

TURNKEY PUBLISHING

The Company publishes its bar directories and newsletters on a "no cost"
turnkey basis. This means that the Company assumes all costs of publication and
must rely upon the sale of advertising to generate revenues. Turnkey publishing
subjects the Company to a number of potential risks, including the inability to
sell sufficient advertising to cover its direct and indirect costs. Based on its
experience and its high operating margins, the Company believes that this risk
is not significant. However, no assurances can be given that the Company will
continue to operate profitably in the future.

LIMITED CAPITALIZATION AND OPERATING HISTORY

The Company commenced operations in September 1993 and has financed its
growth principally with revenues from operations. In addition to its limited
operating history, the Company has limited capitalization. Investors should be
aware that companies with limited capitalization and operating history have a
high degree of risk. See "Capitalization."

POSSIBLE FLUCTUATIONS IN OPERATING RESULTS

The Company has a limited operating history. Although revenues and operating
income have increased steadily, the growth rates experienced by the Company to
date may not be indicative of future growth rates. To the extent that a material
number of directories or newsletters are delayed in publication during a given
quarter, the results of operations for that quarter and the following quarter
will be affected. For this reason, and in view of the Company's limited
operating history, the Company believes that period-to-period comparisons of its
past or future operating results may not be meaningful. Future results of
operations may fluctuate significantly based upon numerous factors, including
market acceptance of the Company's products and services, unanticipated
publishing delays, the size and rate of growth of the Internet market, the
Company's ability to enhance existing (and develop) new products and services,
the Company's ability to penetrate new markets and increases in competition.
There can be no assurances that the Company will be able to maintain
profitability on a quarter-to-quarter basis or at all. See "Financial
Statements."

CONTROL BY EXECUTIVE OFFICERS, DIRECTORS AND PROPOSED DIRECTORS

Upon completion of this offering, the Company's executive officers and
directors will beneficially own approximately 46.8% of the Company's outstanding
Common Stock. Because of this ownership, and certain anti-takeover provisions
that will be contained in the Company's Amended and Restated Articles of
Incorporation (the "Articles"), these persons will most likely be able to
control the election of the Company's directors and thereby control the policies
and operations of the Company. However, as no voting agreements exist among
these executive officers and directors, each is able to vote as he may desire on
any issue affecting the Company. See "Management", "Principal Shareholders" and
"Description of Securities."

NEED FOR ADDITIONAL FINANCING

The Company is dependent upon the proceeds of this offering or other
financing in order to implement its proposed expansion. The Company believes
that the net proceeds of this offering will be sufficient to meet its needs for
at least 12 months following this offering. In the event that such proceeds
prove to be insufficient for such purposes or the Company does not continue to
generate cash flow from operations sufficient to satisfy its capital
requirements as anticipated, the Company may be required to seek additional
financing. There can be no assurances that the Company will be able to obtain
such

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financing on a timely basis, on acceptable terms, or at all. In such event, the
Company may be unable to complete its current plans for expansion. See "Use of
Proceeds" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

IMMEDIATE SUBSTANTIAL DILUTION

The initial public offering price is substantially higher than the book
value per share of the Company's Common Stock. Investors purchasing shares of
Common Stock in this offering will incur immediate and substantial dilution of
approximately $4.32 per share, or approximately 79% of the initial public
offering price per share, in net tangible book value of the Company's Common
Stock (giving effect to the receipt by the Company of the estimated net
proceeds). Additional dilution may result following the exercise of the
Representative's Warrants or the exercise of options under the Company's 1996
Stock Plan. See "Dilution."

CHANGES IN TECHNOLOGY

If the Company's electronic publishing business utilizing the Internet
becomes material to its operations, it will be subject to rapid changes in
technology, including potential introduction of new types of products and
technologies. Such changes may have a material adverse impact upon the Company's
business. The Company's Internet services also will be dependent upon continued
public acceptance of the Internet. There can be no assurances that the
development of technologies and products by competitors, or a change in public
acceptance of the Internet, will not materially adversely affect the Company's
electronic publishing business.

REPAYMENT OF BRIDGE NOTES; BROAD DISCRETION IN APPLICATION OF PROCEEDS

After repaying the $300,000 of Bridge Notes held by 10 shareholders,
including the Company's President, Chief Financial Officer and two proposed
directors, the Company will have a substantial amount of unspecified proceeds
remaining. While the Company has identified certain uses, including expansion of
Internet services, the establishment of a program to secure long-term agreements
to publish bar association print and electronic directories, acquisition of
equipment, expansion of sales and marketing efforts, potential acquisitions and
working capital, management of the Company will have broad discretion to
determine how such proceeds will be applied. As a result, the success of the
Company will be substantially dependent upon the discretion and judgment of the
management of the Company with respect to the application and allocation of the
net proceeds of this offering. See "Use of Proceeds."

RISK OF ACQUISITIONS

The Company's growth strategy depends, in part, on its ability to acquire
and successfully operate additional publishers. There can be no assurances that
suitable acquisitions can be identified, consummated or successfully operated.
In addition, increased competition may increase the purchase price for
acquisitions to levels beyond the Company's financial ability. See "Use of
Proceeds" and "Business-- Future Strategy."

ANTI-TAKEOVER CONSIDERATIONS

Following this offering, the Company's Articles will classify the Board of
Directors into three classes. Two members of the Board of Directors will serve a
three-year term, one will serve a two-year term and one will serve a one-year
term. Commencing with the 1997 Annual Meeting of Shareholders, one class will be
elected each year to a three-year term. Because this provision delays a
potential acquiror in acquiring control of the Board of Directors, it has the
tendency to discourage takeovers. Additionally, the Articles require a
super-majority vote to remove directors, which also may discourage a hostile
takeover, even if it is in the best interests of all other shareholders. While
the Company has no

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authority to issue any preferred stock or other classes of its capital stock
other than Common Stock, its executive officers and directors will beneficially
own 46.8% of the outstanding Common Stock following this offering and will most
likely be able to control the Company in the future. Through such control, they
may have the ability to cause the Company to issue a class of preferred or other
stock which could contain more than one vote per share and such other relative
rights, powers, preferences, limitations and restrictions as are determined by
the Board of Directors at the time of issuance. The issuance of such securities
could adversely affect the holders of Common Stock. However, as no voting
agreements exist among the Company's executive officers and directors, each is
able to vote as he may desire on any issue affecting the Company. In addition,
certain statutory provisions of Florida law could have the affect of delaying,
deferring or preventing a change in control of the Company. See "Principal
Shareholders" and "Description of Securities--Anti-Takeover Provisions of
Florida Law."

SHARES ELIGIBLE FOR FUTURE SALE AND REGISTRATION RIGHTS

All of the 2,961,000 shares of Common Stock outstanding are "restricted
securities" as that term is defined under the Securities Act and may only be
sold pursuant to a registration statement or in compliance with Rule 144 under
the Securities Act or other exemption from registration. Rule 144 provides, in
essence, that a person holding restricted Common Stock for a period of two years
may sell such securities during any three month period, subject to certain
exceptions, in amounts equal to the greater of (i) one percent (1%) of the
Company's outstanding Common Stock or (ii) the average weekly trading volume of
the Common Stock during the four calendar weeks prior to the filing of the
required Form 144. Rule 144 also permits, under certain circumstances, the sale
of shares without any quantity limitation by a person who is not an affiliate of
the Company and who has satisfied a three year holding period. Last year, the
Securities and Exchange Commission (the "Commission") proposed to amend Rule 144
by reducing the two and three year holding periods to one and two years,
respectively. The Company cannot predict whether this proposed amendment will be
adopted. All of the Company's executive officers, directors, proposed directors
and certain other shareholders have agreed not to publicly sell 2,932,500 shares
of the Company's Common Stock (including 17,500 shares acquired in the Private
Placement) for a period of 13 months from the date of this Prospectus without
the Underwriter's prior written consent. After expiration of these lock-up
agreements, all outstanding shares of Common Stock will be eligible for sale
under Rule 144 except for 150,550 shares and the 30,000 shares acquired in the
Private Placement. The Company has agreed to register 17,500 of these 30,000
shares to permit their public sale after expiration of the lock-up agreements.
In addition, 12,500 shares of Common Stock issued in the Private Placement are
eligible for sale pursuant to the Selling Shareholders' Prospectus. However,
holders of these 12,500 shares have agreed not to sell such shares of Common
Stock without the prior consent of the Underwriter for up to 90 days from the
date of this Prospectus. In January 1997, 16,000 shares of Common Stock not
subject to any lock-up agreement may be sold pursuant to Rule 144. The remaining
150,550 shares become eligible for sale under Rule 144 in March and April 1998.
The availability for sale of substantial amounts of Common Stock subsequent to
this offering could adversely affect the prevailing market price of the Common
Stock and could impair the Company's ability to raise additional capital through
the sale of its equity securities. See "Principal Shareholders", "Certain
Transactions", "Concurrent Offering" and "Shares Eligible for Future Sale."

REPRESENTATIVE'S WARRANTS

The Company will sell to the Representative and/or its designees, for
nominal consideration, the Representative's Warrants to purchase up to 95,000
shares of Common Stock. The Representative's Warrants are exercisable for a
period of four years commencing one year after the date of this Prospectus at an
exercise price per share equal to 120% of the initial public offering price or
$6.60 per share. For the life of the Representative's Warrants, the holders are
given, at nominal cost, the opportunity to profit from a rise in the market
price of the Common Stock of the Company without assuming the risk of ownership,
which may result in the dilution in the interest of other shareholders.

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<PAGE>
Commencing one year from the date of this Prospectus, holders of the
Representative's Warrants have certain registration rights. Exercise of these
registration rights could involve substantial expense to the Company at a time
when it could not afford cash expenditures, may adversely affect the terms upon
which the Company may obtain additional funding and may adversely affect the
price of the Common Stock. Additionally, if the holders of the Representative's
Warrants exercise their registration rights to sell shares of Common Stock, the
Representative, prior to and during such distribution, may be unable to make a
market in the Company's Common Stock and would be required to comply with other
limitations on trading set forth in Rules 10b-6 and 10b-7 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"). Such rules restrict the
solicitation of purchasers of a security when a person is engaged in the
distribution of such security and also limit certain market making activities in
such securities. See "Underwriting."

DETERMINATION OF OFFERING PRICE; POSSIBLE VOLATILITY OF COMMON STOCK PRICE

The initial public offering price of the Common Stock has been determined by
negotiations between the Company and the Representative and does not necessarily
reflect the Company's book value, results of operations, net worth or other
established criteria of value. The stock market has from time to time
experienced significant price and volume fluctuations that may be unrelated to
the operating performance of any particular company. The market price of the
securities of many newly-traded public companies have in the past been, and can
be expected in the future to be especially volatile. Factors such as the
Company's operating results, announcements by the Company of new agreements for
its products or services and announcements by the Company or its competitors
concerning technological innovations or new services may have a significant
impact on the market price of the Company's Common Stock. See "Underwriting."

ABSENCE OF PUBLIC MARKET

Prior to this offering, there has been no public market for the Company's
Common Stock. Although the Common Stock has been approved for listing on the
NMS, there can be no assurances that an active market in the Common Stock will
develop or, if such a market develops, that it will be sustained. Additionally,
there can be no assurances that the Company will meet the criteria for continued
listing on NMS. If the Company is unable to satisfy the NMS maintenance
requirements, its Common Stock may be moved to the Nasdaq SmallCap Market and
the liquidity and price of the Company's Common Stock could be impaired.

NO DIVIDENDS ANTICIPATED

As a Subchapter S corporation, the Company has paid dividends on its Common
Stock since inception. However, effective January 1, 1996 the Company revoked
its Subchapter S status. It does not contemplate paying any dividends on its
Common Stock in the foreseeable future. It is currently anticipated that
earnings, if any, will be used to finance the development and expansion of the
Company's business. See "Subchapter S Distributions" and "Description of
Securities--Dividend Policy."

LIMITATION OF LIABILITY

The Florida Business Corporation Act provides that a director is not
personally liable for monetary damages to the Company or any other person for
breach of fiduciary duty, except under very limited circumstances. Such a
provision makes it more difficult to assert a claim and obtain damages from a
director in the event of his non-intentional breach of fiduciary duty. See
"Management--Limitation of Liability."

11
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of 1,000,000 shares of Common
Stock offered hereby are estimated to be approximately $4,475,000 after
deducting underwriting discounts and commissions and the estimated expenses of
this offering. The Company presently intends to use the net proceeds as follows:

<TABLE>
<CAPTION>
ANTICIPATED USE OF NET PROCEEDS AMOUNT PERCENTAGE
--------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
Repayment of Bridge Notes(1)......................................... $ 300,000 7%
Expansion of Internet Services(2).................................... 475,000 11%
Securing Long-Term Agreements(3)..................................... 750,000 17%
Acquisition of Equipment(4).......................................... 750,000 17%
Acquisitions(5)...................................................... 1,000,000 22%
Sales and Marketing(6)............................................... 325,000 7%
Working Capital...................................................... 875,000 20%
TOTAL.............................................................. 4,475,000 100%
</TABLE>

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

(1) The Company borrowed $300,000 in March 1996 through the Private Placement of
units (the "Units") and one-half Units consisting of notes and an aggregate
of 30,000 shares of Common Stock. Each Unit consisted of a $50,000 note (the
"Bridge Note") and 5,000 shares of Common Stock. The Bridge Notes bear
interest at a rate of 8% per annum and are due on the earlier of the closing
of this offering or one year from the date of issuance. At the option of the
Company, if the Company fails to complete this offering, it may extend the
Bridge Notes for an additional one-year period by paying one-third of the
principal plus accrued interest, and increasing the interest rate on the
remaining balance to 12% per annum. In such event, one-half of the remaining
balance plus accrued interest shall be due six months after the original due
date and the remaining balance plus accrued interest shall be due an
additional six months thereafter. The $300,000 is being used for the
expenses of this offering and working capital. The Bridge Notes are held by
10 shareholders including the Company's President, Chief Financial Officer
and two proposed directors. See "Certain Transactions" and "Concurrent
Offering."

(2) Includes acquisition of additional computer servers, other computer hardware
and software, upgrading telephone lines necessary for maintaining Web sites
and increased support staff. See "Business--Internet Services."

(3) Represents payments to bar associations in order to obtain long-term
agreements to publish their print and electronic directories. The Company
intends to seek such agreements from larger bar associations in order to
gain market share and deter potential competition. As of the date of this
Prospectus, the Company has not entered into any agreements with respect to
such payments. See "Business--Future Business Strategy."

(4) Includes similar computer hardware and software referred to in Note (2) for
the purpose of supporting expansion of the Company's bar association print
directory business.

(5) The Company intends to seek to increase market share through the acquisition
of print directory competitors or the rights to certain publishing contracts
held by such competitors. As of the date of this Prospectus, the Company has
not entered into any agreements, understandings or commitments relating to
any potential acquisition, has no plans or intentions with respect to
acquisitions and is not conducting any negotiations with respect to any such
transactions. There can be no assurances that suitable acquisitions can be
identified, consummated or successfully operated or that the Company's goals
will otherwise be achieved.

(6) Includes the cost of hiring and training additional account executives and
support staff. Also includes the cost of increased attendance at trade shows
and design and acquisition of an exhibit booth.

In the event that the Underwriters exercise the Over-Allotment Option, the
Company will utilize any additional net proceeds for working capital.

12
<PAGE>
The foregoing represents the Company's best estimate of its allocation of
the net proceeds of this offering based upon the current state of its business,
operations and plans, current business conditions and the Company's evaluation
of its industry. Future events, including problems, delays, expenses and
complications which may be encountered, changes in economic or competitive
conditions and the results of the Company's sales and marketing activities may
make shifts in the allocation of funds necessary or desirable. Management will
have broad discretion to determine the use of proceeds. The expenses incurred in
connection with its marketing strategy cannot be predicted with certainty, and a
lack of success in the implementation of the Company's new marketing efforts may
necessitate the redirection of the Company's efforts. The Company previously has
not attempted to market its products and services in this manner. Its Internet
services also represent a relatively new business venture. There can be no
assurances that the Company's establishment of a program to secure long-term
agreements to publish bar association print and electronic directories, or the
Company's expansion of its business to include electronic publishing on the
Internet will be successful.

The Company believes that the net proceeds of this offering, together with
the cash generated from operations, will be sufficient to support the Company's
anticipated growth, expansion and marketing efforts for at least 12 months
following the completion of this offering. The Company may be required to obtain
additional equity or debt financing or otherwise fund its operations after such
12-month period. There can be no assurances that the Company will be able to
obtain such financing on a timely basis, on acceptable terms, or at all. In such
event, the Company may be unable to complete its current plans for expansion. If
the Company requires such financing and is unable to obtain it, the Company's
operations will be materially adversely effected. See "Risk Factors--Need for
Additional Financing."

Pending application of the net proceeds for the purposes described above,
the Company intends to invest the net proceeds primarily in United States
government securities, short-term certificates of deposit, money market funds or
other short-term, interest-bearing, investment grade securities.

DILUTION

At March 31, 1996, the net tangible book value of the Company was $191,281
or approximately $.06 per share. Net tangible book value represents the
Company's tangible assets in excess of its total liabilities. After giving
effect to the receipt of net proceeds (estimated to be approximately $4,475,000)
from the sale of the 1,000,000 shares of Common Stock being offered hereby, the
pro forma net tangible book value of the Company at March 31, 1996 would have
been approximately $4,666,281 or $1.18 per share of Common Stock, representing
an immediate increase in the pro forma net tangible book value of $1.12 per
share to existing shareholders and an immediate dilution of $4.32 per share (or
79%) to new investors. Dilution per share represents the difference between the
public offering price per share and the pro forma net tangible book value per
share after the offering.

The following table illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Initial public offering price per share...................................... $5.50
-----
Net tangible book value per share before offering.......................... $ .06
-----
Increase per share attributable to new investors........................... $1.12
-----
Pro forma net tangible book value per share after offering................... $1.18
-----
Dilution per share to new investors.......................................... $4.32
-----
-----
</TABLE>

The above table assumes no exercise of outstanding options. As of the date
of this Prospectus, there are outstanding stock options to purchase an aggregate
of 108,500 shares of Common Stock exercisable at $5.50 per share (the initial
public offering price). See "Management--1996 Stock Plan."

13
<PAGE>
The following table sets forth at March 31, 1996, with respect to the
Company's existing shareholders and new investors in this offering, a comparison
of the number of shares of Common Stock acquired from the Company, the
percentage of ownership of such shares, the total consideration paid, the
percentage of total consideration paid and the average price per share paid by
the investors in this offering and the current shareholders of the Company:

<TABLE>
<CAPTION>
TOTAL CASH
SHARES PURCHASED CONSIDERATION PAID
-------------------- ----------------------- AVERAGE
NUMBER PERCENT AMOUNT(1)(2) PERCENT PRICE PER SHARE
--------- ------- ------------ ------- -----
<S> <C> <C> <C> <C> <C>
Existing Shareholders................. 2,961,000 74.8% $ 197,878 3% $0.07
New Investors......................... 1,000,000 25.2% $ 5,500,000 97% $5.50
--------- ------- ------------ -------
Total................................. 3,961,000 100.0% $ 5,697,878 100% $1.44
--------- ------- ------------ -------
--------- ------- ------------ -------
</TABLE>

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

(1) Includes $120,000 representing undistributed retained earnings at January 1,
1996.

(2) Includes $77,778 representing the allocation of proceeds based on the
relative fair market value of the 30,000 shares of Common Stock included in
the Bridge Units.

The above tables assume no exercise of the Over-Allotment Option. If such
Option is exercised in full, the new investors will have paid $6,325,000 for
1,150,000 shares of Common Stock, representing approximately 100% of the total
consideration for 28% of the total number of shares of Common Stock outstanding.

14
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company at March
31, 1996 and as adjusted to give effect to the sale of the 1,000,000 shares of
Common Stock offered hereby and the application of the estimated net proceeds
therefrom. See "Use of Proceeds."

<TABLE>
<CAPTION>
MARCH 31, 1996
--------------------------
<S> <C> <C>
ACTUAL AS ADJUSTED(2)
-------- --------------
Long-term debt(1).................................. $269,248 $ 269,428
-------- --------------
Shareholders' equity:
Common Stock, no par value,
15,000,000 shares authorized;
2,961,000 shares issued and outstanding;
3,961,000 shares as adjusted..................... 197,878 4,672,878
-------- --------------
Retained Earnings.................................. 147,750 147,750
-------- --------------
Total Shareholders' Equity(3)...................... 328,108 4,803,108
-------- --------------
Total Capitalization............................... $597,356 $5,072,536
-------- --------------
-------- --------------
</TABLE>

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

(1) In March 1996, the Company distributed approximately $179,000 to its
shareholders representing the approximate federal income taxes due on 1995
Subchapter S income and issued to its shareholders notes totalling
approximately $268,000 due June 30, 1997 for the balance of the 1995
Subchapter S income. As of March 31, 1996, interest of approximately $900
had accrued on these notes. See "Certain Transactions."

(2) Does not include (i) 95,000 shares of Common Stock issuable upon exercise of
the Representative's Warrants (ii) 500,000 shares of Common Stock reserved
for issuance under the Company's Plan of which 108,500 options exercisable
at $5.50 per share (the initial public offering price) have been granted.
See "Management--1996 Stock Plan" and "Underwriting."

(3) Net of an unrealized loss of $17,520 from portfolio securities. The
Company's cost of these portfolio securities is $34,020; at March 31, 1996
these securities had a market value of $16,500.

15
<PAGE>
SELECTED FINANCIAL DATA

The following selected financial data are derived from the financial
statements of the Company. The data should be read in conjunction with the
financial statements, related notes, and other financial information
(incorporated by reference) herein.
<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
DECEMBER 31, MARCH 31, 1996
----------------------- ---------------------
STATEMENTS OF INCOME DATA: 1994 1995 1995 1996
---------------------------------------------- --------- ---------- -------- ---------
<S> <C> <C> <C> <C>

Revenues:
Net sales................................... $ 465,936 $1,949,266 $ 89,234 $ 978,677
Cost and expenses:
Salaries and commissions.................... 190,507 817,764 82,078 312,615
Materials and printing...................... 58,652 247,978 10,891 127,084
General and administrative.................. 168,473 280,252 44,563 195,184
--------- ---------- -------- ---------
Income (loss) from operations................. 42,349 565,549 (52,847) 326,858
Loss on uncollectible note.................... (100,553) -- -- --
Provision for income taxes.................... -- -- -- 166,110
Net income (loss)............................. $ (55,309) $ 580,246 $(51,767) $ 147,750
--------- ---------- -------- ---------
--------- ---------- -------- ---------

Pro forma:(1)
Income (loss) as reported before provision for
income taxes.................................. $ (55,309) $ 580,246 $(51,767) $ 313,860
Provision (benefit) for income taxes(2)....... 11,850 218,700 (19,480) 118,000
--------- ---------- -------- ---------
Pro forma net income (loss)................... $ (67,159) $ 361,546 $(32,287) $ 195,860
--------- ---------- -------- ---------
--------- ---------- -------- ---------
Pro forma net income (loss) per share(3)...... $ (.02) $ .12 $ (.01) $ .07
--------- ---------- -------- ---------
--------- ---------- -------- ---------
<CAPTION>
SUMMARY BALANCE SHEET DATA: DECEMBER 31, 1995 MARCH 31, 1996
----------------- --------------
<S> <C> <C>
Working capital............................. $ 380,558 $ 276,318
Total assets................................ 893,100 1,242,487
Long-term debt(4)........................... -- 269,248
Shareholders' equity(5)..................... 549,758 328,108

The following information relates to the operations of TPCNA(6):

<CAPTION>
PERIOD JANUARY 1, 1994
THROUGH MAY 9, 1994
-------------------------
<S> <C>
Direct revenues........................................ $ 175,056
Direct operating expenses:
Commissions.......................................... 65,667
Salaries............................................. 11,814
Telephone............................................ 9,628
Printing and binding................................. 17,875
----------
Total direct operating expenses........................ 104,984
----------
Direct revenues over direct operating expenses......... $ 70,072
----------
----------
</TABLE>

(Footnotes on following page)

16
<PAGE>
(Footnotes for preceding page)

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

(1) The unaudited pro forma Statements of Income Data have been adjusted for
income taxes which would have been recorded had the Company not been an S
corporation, based on the tax laws in effect during the periods presented.
Pro forma deferred income taxes relate primarily to temporary differences
between financial and income tax reporting for the cash basis to accrual
basis adjustments and depreciation expense. The net effect of these and
other temporary differences has not been reflected in the Financial
Statements since the Company was an S corporation prior to January 1, 1996.

(2) From inception through December 31, 1995, the Company elected to be taxed as
an S corporation under the Internal Revenue Code. Accordingly, taxable
income or loss passed directly to the shareholders, and the Financial
Statements through 1995 did not provide for income taxes. The S corporation
election was terminated effective January 1, 1996. In connection with this
termination, the Company recorded deferred taxes of $48,110.

(3) Net income (loss) per share of Common Stock has been computed using the
weighted average number of shares of Common Stock outstanding. The number of
shares of Common Stock utilized in computing net income (loss) per share was
2,955,000 for the years ended December 31, 1994 and 1995. See Note 9 of
Notes to "Financial Statements."

(4) Gives effect to the issuance in March 1996 of notes totalling approximately
$268,000 payable to shareholders on June 30, 1997 representing undistributed
1995 Subchapter S income. Includes accrued interest at March 31, 1996. See
"Subchapter S Distributions."

(5) Gives effect to distributions to shareholders in March 1996 of approximately
$179,000 representing the approximate amount of federal income taxes due on
1995 Subchapter S income. See "Subchapter S Distributions."

(6) For information concerning TPCNA, see Note 7 to Notes to "Financial
Statements.'

17
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis should be read in conjunction with the
Financial Statements of the Company and notes thereto, and is qualified in its
entirety by the foregoing and by other more detailed financial information
included elsewhere in this Prospectus. Reference is also made to the Schedule of
Direct Revenues and Direct Operating Expenses and the Notes thereto of TPCNA, a
subsidiary of Catalog Publishing Group, Inc. included elsewhere in this
Prospectus. The Company acquired the assets of TPCNA in May 1994. See Note 7 to
Notes to "Financial Statements."

RESULTS OF OPERATIONS

The following table sets forth operating data of the Company as a percentage
of net sales for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED QUARTER ENDED
DECEMBER 31, MARCH 31,
-------------- --------------
1994 1995 1995 1996
----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net sales............................................... 100.0% 100.0% 100.0% 100.0%
Salaries and commissions................................ 40.9 42.0 92.0 31.9
Printing costs.......................................... 12.6 12.7 12.2 13.0
Depreciation............................................ 1.3 1.9 5.1 1.7
Other operating costs................................... 36.2 14.4 49.9 19.9
Operating income (loss)................................. 9.1 29.0 (59.2) 33.4
Net income (loss) before taxes(1)....................... (11.9) 29.8 (58.0) 32.1
</TABLE>

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

(1) The net loss for fiscal 1994 gives effect to a $100,553 loss the Company
incurred on an uncollectible note held by its President, Mr. Peter S.
Balise.

Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

Net sales for the year ended December 31, 1995 increased 318.3% or
approximately $1,483,000 from the year ended December 31, 1994. This does not
give effect to net sales of $175,056 of TPCNA for the period January 1, 1994
through May 9, 1994. The increase in 1995 sales represents a continuing demand
for the Company's print bar directories. In fiscal 1995, the Company generated
revenues of approximately $565,000 (29% of net sales) from directories for two
bar associations, each of which accounted for more than 10% of the Company's
1995 net sales. The Company did not publish bar directories for these two bar
associations in 1994. In 1995, the Company published 33 directories as compared
to 16 directories in 1994. See "Business--Significant Clients."

Salaries and commissions increased by 329.3% to $817,764 in fiscal 1995.
This does not give effect to approximately $77,500 of direct commissions and
salaries of TPCNA in 1994. This substantial increase correlates to the increase
in revenues. The Company expects another substantial increase in salaries in
fiscal 1996 since it has increased and intends to increase its staff. In
addition to hiring a Chief Financial Officer and a director of Internet services
this year, the Company will recruit additional account executives to sell
advertising for its directories, Internet services and newsletters, and
additional support persons. While the level of these expenses in future years
cannot be predicted and is dependent in large part upon the Company's success in
implementing its business strategy, management anticipates the addition of
personnel will increase the level of the Company's expenses. The Company expects
these additional expenses will be offset by increased revenues generated by its
enhanced marketing efforts and development of its Internet operations.

18
<PAGE>
Materials and printing costs are the principal direct expenses incurred by
the Company in connection with the printing of its bar directories. Other costs
such as transportation and telephone costs are contained in the item entitled
other operating costs. Both of these categories increased in 1995 as the result
of the increase in the Company's business. In fiscal 1995, materials and
printing costs increased 322.8% to approximately $248,000 from approximately
$58,700 in 1994. TPCNA's printing and binding costs in 1994 were approximately
$17,900.

Other operating costs consist of all selling, general and administrative
expenses excluding salaries and commissions. For fiscal 1995, other operating
costs increased 66.3% or by $111,779. TPCNA's other expenses are not available
except for approximately $9,600 in telephone costs incurred by it in 1994. The
smaller increase in this category of costs reflects a smaller incremental
increase in fixed costs necessary to support the growth in revenues.

Income from operations for 1995 increased to $565,549 from $42,349 in 1994.
The Company's net income of $580,246 for fiscal 1995 does not include any
provision for income taxes because the Company elected to be taxed under
Subchapter S of the Internal Revenue Code through December 31, 1995. For the
year ended December 31, 1994, the Company incurred a net loss of $55,309 for the
reasons discussed below. Pro forma net income for 1995 was $361,546 compared to
a pro forma net loss of $67,159 for 1994.

In 1994, the Company's net loss gives effect to a $100,553 loss incurred on
an uncollectible note held by its President, Mr. Peter S. Balise. See Note 7 to
Notes to "Financial Statements."

QUARTER ENDED MARCH 31, 1996 COMPARED TO QUARTER ENDED MARCH 31, 1995

Net sales for the quarter ended March 31, 1996 increased approximately
$889,000 or 997% from the same period a year earlier. The Company published 14
print directories in the most recent quarter, as compared to three in the
quarter ended March 31, 1995.

Publication of a bar association newsletter contributed approximately
$24,000 in first quarter 1996 revenues; there were no such revenues in the same
period of 1995. No revenues have been recognized yet from the Company's Internet
publishing; there will be revenues from Internet publishing in the second
quarter of 1996 although such revenues are not expected to be material.

The Company's costs as a percentage of sales, except for printing and
related production costs, declined in first quarter of 1996 due to economies of
scale. Printing and production costs increased slightly. These costs represent
the amounts paid to third parties.

Income before taxes for the March 31, 1996 quarter was $313,860 in contrast
to a loss of $51,767 for the comparable quarter in 1995 reflecting the
substantial increase in net sales. Net income after taxes for the most recent
quarter was $147,750 which included a $48,110 charge for deferred taxes incurred
in connection with the Company's conversion from an S Corporation effective
January 1, 1996. On a pro forma basis, without giving effect to the charge for
deferred taxes, net income after taxes for the March 31, 1996 quarter was
$195,860 or $.07 per share in contrast to a $32,287 loss for the first quarter
of 1995 of $.01 per share.

The Company shall incur a charge of $77,778 from the issuance of 30,000
shares of Common Stock in the March 1996 Private Placement. For the quarter
ended March 31, 1996, the Company incurred an expense of $20,000 as a result of
the issuance of these shares. Furthermore, the Company will incur an additional
$57,778 charge as the result of the issuance of these 30,000 shares which it
expects will be expensed in the second quarter of 1996 assuming this offering
closes by June 30, 1996. This $57,778 expense may, depending upon operating
results, have a material impact on the Company's result of operations.

19
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company's cash position at March 31, 1996 decreased slightly from
December 31, 1995. To pay for the expenses of this offering and provide certain
interim working capital, the Company borrowed $300,000 in March 1996 through the
sale of Units in the Private Placement. In addition to paying $136,827 in
offering expenses during the March 31, 1996 quarter, the Company also
distributed approximately $179,000 to its shareholders representing a portion of
1995 Subchapter S income. See "Certain Transactions" and "Subchapter S
Distributions".

Net cash provided by operating activities was $64,137 for the quarter ended
March 31, 1996 and $487,182 and $105,664 for the years ended December 31, 1995
and 1994, respectively. The Company has achieved its growth with working capital
generated from operations rather than equity or debt financing except for the
March 1996 Private Placement. The Company currently has no credit facilities in
place at any financial institutions.

Net cash used in investing activities was ($50,947) in the quarter ended
March 31, 1996 and ($155,069) and ($64,184) in fiscal 1995 and 1994,
respectively. All $50,947 invested in fiscal 1996, and approximately $128,800 in
1995 and approximately $66,700 in 1994, was used to purchase property and
computer equipment.

Net cash used in financing activities was ($15,698) in the quarter ended
March 31, 1996 and ($61,614) and ($24,649) in fiscal 1995 and 1994,
respectively. In fiscal 1996 and 1995, the Company distributed $178,871 and
$48,004, respectively, to its shareholders as Subchapter S distributions for
income reported in the immediate prior year. Because the Company incurred a loss
for tax purposes in 1993, there were no Subchapter S distributions paid in 1994.

Capital expenditures for the 12 months following this offering are estimated
to be $974,000, primarily for computer and office equipment. The Company has no
commitments to acquire a material amount of other capital assets. See "Use of
Proceeds."

At March 31, 1996, the Company's current assets exceeded its current
liabilities by approximately $276,318. The Company is using its cash balances to
support its growth. At its current growth rate, the Company requires substantial
working capital to support its operations including paying its administrative
expenses, obtaining long-term agreements from bar associations to publish print
and electronic directories and publishing directories. See "Subchapter S
Distributions."

The Company is dependent upon the proceeds of this offering or other
financing in order to meet its working capital needs and support its anticipated
future growth. See "Use of Proceeds."

PRO FORMA INFORMATION

Pro forma net income (loss) reflects provisions for federal and state income
taxes as if the Company had not elected to be treated as a Subchapter S
corporation and has been computed as if the Company were subject to federal and
state income taxes for all periods presented, calculated in accordance with SFAS
No. 109 based on tax laws in effect during the respective periods. See Note 4 to
"Financial Statements."

20
<PAGE>
BUSINESS

GENERAL

The Company is an integrated full service provider of specialty publishing
for bar associations, focusing on print directories and Internet services.

In 1996, the Company expanded its business to include electronic publishing
on the Internet. In January 1996, the Company established its first Web site on
the Internet which is for the Atlanta Bar Association. More recently, the
Company has reached understandings to establish a separate Internet presence for
the Boston Bar Association, the Bar Association of the District of Columbia, the
Cleveland Bar Association, the Orange County Bar Association, Inc. (Orlando,
Florida), the Bar Association of Erie County (Buffalo, New York) and the
Onondaga County Bar Association (Syracuse, New York).

The Company is a Florida corporation which was organized in September 1993.
At the time of its organization, Mr. Peter Balise, the founder and President of
the Company, sold TPCNA to Catalog Publishing Group, Inc. ("Catalog"). The
Company was essentially inactive until 1994 when Mr. Balise entered into an
agreement with Catalog and the Company acquired the assets of TPCNA from
Catalog. Except for the right to publish three bar directories and accounts
receivable, the assets acquired by the Company from Catalog were not material.
TPCNA was engaged in the business of publishing print bar directories. TPCNA
published approximately six bar directories in 1993 and four in 1994. See
"Certain Transactions" and "Financial Statements."

Since inception, the Company has increased the number of print directories
it has published from one directory in 1993, 16 directories in 1994 to 33 in
1995. In the first quarter of 1996, the Company published 14 directories and
generated net sales of approximately $979,000, compared to three directories and
net sales of approximately $89,000 for the first quarter of 1995. The Company's
senior management has approximately 20 years of combined experience in
publishing print specialty directories. This experience, the high quality of the
print directories published by the Company and the Company's commitment to
client service have contributed to the Company's pattern of growth.

In December 1995, the Company became the publisher of the directory for the
National Association of Bar Executives ("NABE") which is affiliated with the
American Bar Association. NABE consists of executives from many leading bar
associations at the state, county and local levels. NABE members include
executives from all 50 state bar associations and many city bar associations
such as Atlanta, Boston, Chicago, Dallas, Denver, Detroit, the District of
Columbia, Houston, Los Angeles, New Orleans, New York, Philadelphia, San
Francisco and St. Louis. As the publisher of the NABE directory, the Company
believes that it has an important competitive advantage in the marketing of bar
directories to NABE members.

21
<PAGE>
PRINT DIRECTORIES

Industry Overview

The market for specialty publishing is rapidly growing because of the ever
increasing need of businesses for more information. According to an industry
source, 221 companies produced 300 databases worldwide in 1979; in 1993, a total
of 2,221 companies produced 5,210 databases. As a result of this need for
information, many publishers have oriented their business toward specialty
publishing.

The specialty publishing market is diverse, consisting of trade journals,
newsletters, directories and magazines aimed at specific target markets such as
computer users, sports fans, women or men, gun collectors, etc. Print
directories, including association directories and yellow page directories, are
just one part of the specialty publishing market. Advertisers increasingly are
seeking ways to channel their advertising dollars toward target markets.
Specialty publications, including the Company's bar association directories,
offer advertisers the opportunity to advertise their products and services to
these select markets.

According to an industry source, there are almost 15,000 directories in
print. This number does not include certain specialty directories such as the
bar directories published by the Company. Directories are portable and easy to
use and permit the user immediate access to certain information. There are two
recognized trade associations in the directory publishing industry. They are the
Association of Directory Publishers ("ADP") and the Directory Publishers
Alliance. The Company is a member of ADP, which was founded in 1898 and
currently has approximately 242 members. Most of the ADP's members focus on the
publication of yellow page directories or specialty publications other than for
bar associations. Recently, there has been a growing number of businesses
involved in electronic publishing on the Internet joining ADP.

Legal Specialty Market

Bar directories have long been an important segment of the legal publishing
industry. Legal directories are often used by attorneys and their staffs.
Nationwide legal directories, such as the Martindale-Hubbell Law Directory
("Martindale-Hubbell"), can assist in searching for an attorney in another
location with specific credentials and expertise.

The majority of attorneys work for smaller law firms or government agencies
which generally lack the substantial support staffs typically found in large law
firms and corporations. These attorneys may rely on the information contained in
their bar association directories. In the course of their profession, lawyers
are required to frequently communicate with other lawyers. Therefore, bar
directories meet a need of attorneys. From a lawyer's perspective, a bar
directory contains a convenient listing of names, addresses and telephone
numbers and often, facsimile numbers of co-counsel, opposing counsel, local
courts and judges. Since a bar association directory is often used, the
advertising contained in those directories is intended to reach its targeted
audience on a regular basis.

THE COMPANY'S BAR DIRECTORIES

The Company provides bar directories at no cost to bar associations which in
turn generally distribute the directories free of charge to their members as a
benefit. The Company derives its principal revenues from the sale of advertising
which is included in a section entitled Attorney Support Services, located after
the listing of the association members. Advertisers are usually local merchants
who market goods and services to lawyers in the communities served by the bar
association. Typical merchants include title companies, court reporters,
paralegal services, accountants, office supply companies, record storage
companies, secretarial services, appraisers, investigators, expert witnesses,
printing and copy services, travel agencies and cellular phone and pager
companies. The Company also sells to attorneys the right to have their own
specialty listings in the directories. These listings are contained in bar

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<PAGE>
directories published by the Company and provide a convenient source of
referrals for attorneys who need assistance in a given area of the law for their
clients.

The Company targets bar associations with enough members within a localized
area so that the potential advertising revenue is expected to exceed direct and
indirect publishing costs. In order to do so, the Company researches the
demographics of each bar association and the local community. The Company's
target market consists of all bar associations with approximately 300 or more
members although it has published directories for smaller bar associations. In
targeting bar associations, the Company uses area demographics including the
local yellow pages and other local publications to determine if the number of
potential advertisers which meet its criteria exist in the community.

The Company is concentrating its efforts on seeking to publish directories
and provide Internet services for larger bar associations. The Company believes
its credibility as a responsible publisher has been enhanced by its selection as
the publisher of the NABE directory. Generally, NABE members include executive
directors and key staff members of all 50 state and many local bar associations.
These local bar associations include Atlanta, Boston, Chicago, Dallas, Denver,
Detroit, the District of Columbia, Houston, Los Angeles, New Orleans, New York,
Philadelphia, San Francisco and St. Louis.

Once it targets a bar association for publication of its directory, the
Company uses referrals from other clients to assist in obtaining an agreement to
publish a directory. As the Company has expanded its operations, management has
developed business relationships with bar association executives throughout the
country. In addition, the Company uses its published bar directories and letters
from satisfied bar associations as marketing tools to show prospective new
clients. Because the Company believes bar association clients have been
satisfied with its services, the Company offers a list of all past clients to
bar executives upon request.

Publication of Directories

The Company publishes bar directories on a turnkey basis at no cost to the
bar associations. The Company's no-cost turnkey program means that it will
publish a directory and assume all costs for an association including design,
advertising, printing and binding. In this fashion, the financial risk is
transferred from the association to the Company. Based upon its experience and
its high net operating margins, the Company believes that this risk is not
significant.

The publication of bar directories by the Company involves a number of
stages. First the Company must obtain a contract to publish a directory from a
bar association as described above. Once an agreement to publish is reached, the
Company's in-house sales staff solicits advertisements by telephone from local
businesses which provide goods and services to attorneys in the bar
association's community. At the same time, through direct mail and newsletter
advertising the Company solicits the sale of specialty listings from bar
association members which generate additional revenues. A draft of all
advertisements for the directory is submitted to the bar association which can
reject any advertisements which do not meet its standards. To date, the Company
has not experienced a rejection of a proposed advertisement.

As part of the publication process, the association provides the Company
with a complete database of membership information and other general
information, such as court listings, which the association wants to include in
the directory. Many of the directories published by the Company are pictorial.
In these instances, the Company assists the association in arranging for
photographs of its members using unaffiliated photographers. Most graphics for
the directory are prepared by the Company's staff of graphic artists. Once all
of the graphics are completed including advertising, the Company produces a
draft of the directory, obtains approval from the bar association, and then
arranges for printing and binding of the directory by an independent commercial
printer. After printing and binding, the directories are shipped by the Company
to the bar association which distributes them to its members.

23
<PAGE>
Clients

Through March 31, 1996, the Company has published 63 directories for bar
associations. Some of its clients include:

. Bar Association of the District of Columbia

. Atlanta Bar Association (Atlanta, Georgia)

. Multnomah Bar Association (Portland, Oregon)

. Cuyahoga County Bar Association (Cleveland, Ohio)

. Westchester County Bar Association (Westchester County, New York)

. Baltimore County Bar Association (Baltimore, Maryland)

. Palm Beach County Bar Association (Palm Beach County, Florida)

. Amarillo Bar Association (Amarillo, Texas)

. Bar Association of the City of Richmond (Richmond, Virginia)

. New Hampshire Bar Association

The publication of the New Hampshire Bar Association directory marks the
Company's entry into directory publication at the state level. Most state bar
association directories are published annually. As the Company has grown, it
believes that its emerging national presence has given it the credibility to
permit it to market its products and services to other state bar associations.
There can be no assurances that the Company will be successful in this regard.

Alternative Publishing Method

In addition to turnkey publishing, bar associations can publish directories
themselves. By self-publishing, the bar association staff compiles the
information to be included, negotiates with printers and photographers and
distributes the directories. Under this method, the association pays all costs.
The association can attempt to recoup these costs from either the sale of
advertisements or the sale of directories to its members.

INTERNET SERVICES

The Internet and its Benefits

The Internet is a global collection of thousands of computer networks
cooperating to enable commercial organizations, educational institutions,
government agencies and individuals to communicate electronically, access and
share information and conduct business. The Internet has been called the first
global forum and the first global library. Unlike other public
telecommunications networks, it is not managed by a single corporation,
government agency, or other entity.

There are numerous reasons why the Internet is having a major impact on
businesses worldwide. First, any business using the Internet can interact with
any other user of the Internet. Second, the Internet is available in most
places: it is accessible in large cities and small towns throughout the United
States and more than 70 countries throughout the world. The number of host
computers or servers connected to the Internet increased from several hundred in
the early 1980s to more than three million by the summer of 1994. Much of the
growth was due to the federal government's support of Internet connections among
educational institutions. A conservative estimate is that there are more than 15
million users of the Internet in the United States. Third, the Internet can
accommodate diverse forms of business communications from simple text to graphic
images and audio clips. Fourth, the concept of the Internet originated in the
early 1970s with the United States Department of Defense, which designed it

24
<PAGE>
for uninterrupted network operations in the event of a nuclear attack.
Consequently, Internet technology is reliable. Finally, when compared with
alternative networking technologies, access to the Internet is relatively easy
and inexpensive.

For the average user, one of the Internet's most important resources is the
World Wide Web (the "Web"). The Web is a browsing and searching system comprised
of computer servers, often referred to as "Web sites", each linked by a special
communications protocol called hypertext. Hypertext works in the following
manner. On a page of a Web site, there might be a reference to further
information which is highlighted; that reference is a "link." If a user clicks
onto that link with a mouse, the program takes the user to more detailed
information. The links may be contained within a document or at the end and may
connect the document on a computer system in one area of the country to a system
in another area of the country. This open protocol allows Internet users to view
and access text, graphics, digital video and audio available on a home page or
to connect instantaneously to related and linked information on the same server
or other home pages. The first page of a Web site, which has links to other
documents, is referred to as its home page. In this Prospectus, the terms "Web
site" and "home page" are used interchangeably. Since the Internet is an open
system, anyone can create a Web site on the Internet in order to provide users
with product or service information. Each Web site has an address which starts
with "http" (hypertext transport protocol).

Browsers, which are programs used to read a hypertext document and assist in
"navigating" the Web, have helped contribute to the rapid growth of the
Internet. A hypertext "document" is something that contains data and links to
other documents. The Company believes that the Web will continue to grow rapidly
as more businesses and consumers become aware of the advantages of
communications on the Internet.

Many persons who own personal computers ("PCs") subscribe to commercial
on-line services (and can thereby access the Internet), or have direct access to
the Internet through one of many access providers. Demographics show that
nationally 50% of the PC owners have an income of more than $50,000 per year and
25% make over $75,000 per year. Approximately 30 million households currently
have PCs compared to an estimated 13 to 14 million in the late 1980s. It is
anticipated that family ownership of PCs could reach 43 million by 1997. Growth
of the number of home PCs equipped with communication devices called modems has
expanded Internet access from the office to also include the home. These
technical and cultural trends and the development of Web technology and
affordable user friendly software has made the Internet easier to navigate and
more accessible to a larger number of users and for a broader range of
applications.

The use of the Internet by consumers has generated significant media
interest. The Internet has the potential to expand marketing applications which
previously were unavailable or cost prohibitive for many businesses and
organizations. Through the use of the Internet, small and medium sized
businesses and organizations can establish and maintain a nationwide or
worldwide presence and market their products and services electronically.

Just as use of the Internet is growing rapidly among general users, it is
also growing rapidly within the field of law. In a recent newspaper article used
by West Publishing Co. ("West") to promote its West Legal Directory, it was
estimated that in November 1994, there were only five United States law firms
with home pages on the Internet. The article estimates that by August 1995,
there were between 500-1,000 law firm home pages. Attorneys can use the Internet
to access law school libraries, recent legal opinions, newsletters, and advice
columns published by other lawyers. As use of the Internet increases, the
Company believes that use of the Internet by attorneys as a source to generate
business will also increase.

The Company's Internet Services

In addition to acting as a traditional publisher of print directories, the
Company provides electronic publishing services on the Internet for bar
associations and their members. Just as it does with its print

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<PAGE>
directories, the Company offers its basic Internet services at no charge to bar
associations. The Company custom designs and maintains a free Web site and
provides an electronic directory for bar associations. For a basic electronic
directory listing, no monthly subscription charges are billed to the
association's members. However, the Company charges attorneys for specialty
listings and home pages.

The Company recognizes the growing awareness of the Internet and increasing
usage by attorneys of on-line services. Consequently, it is devoting substantial
resources to marketing and support of its Internet services. The Company
introduced its Internet services program with the January 1996 publication of
the home page for the Atlanta Bar Association. The Company's initial marketing
efforts have generated substantial interest from bar associations and as of the
date of this Prospectus, the Company has also reached understandings to provide
Internet services for the Boston Bar Association, the Bar Association of the
District of Columbia, the Orange County Bar Association, Inc. (Orlando,
Florida), the Cleveland Bar Association, the Bar Association of Erie County
(Buffalo, New York) and the Onondaga County Bar Association (Syracuse, New
York)(1). As part of the marketing of its Internet services, the Company is
making a special effort to cross-sell bar associations for which the Company has
previously published bar directories. Similarly, when the Company obtains
initial business from a bar association to provide Internet services, it will
later seek to publish print bar directories for these Internet services'
clients.

Depending upon an association's needs, the Company can customize a Web site
to include multiple features. Among these features are interactive forms
including on-line membership applications. Each Web site will contain access to
the same basic directory information found in print bar directories including
membership listings, optional photographs and other information selected by a
bar association. A Web site can contain a schedule of bar activities which can
be updated "real-time." Other potential information to be found in a Web site
can be information concerning continuing legal education programs and
information relating to bar association committees. If the bar association
publishes a newsletter, selected articles from the newsletter can be accessed
from a Web site. Because consumers can access a Web site, a bar association can
provide information of interest to the general public in order to enhance the
community's perception of bar members. A Web site can contain a gateway to the
Internet section in order to provide immediate access to other portions of the
Internet for bar members. Bar association leaders can provide audio and written
welcome messages for their members on a Web site. Finally, a Web site can
contain interactive forums, either public or private, for members and other
interested parties.

The Company distributes free disks to any bar association which enters into
an Internet service contract with the Company. The disks are provided by NetCom
On-Line Communication Services, Inc. ("Netcom"), a leading Internet access
provider. For larger associations, the disks can be programmed to automatically
access the home page of the bar association's Web site. Under its agreement with
the Company, NetCom supplies free disks and will share with the Company a
portion of its revenues from bar member access fees subject to certain volume
limitations. Depending upon the number of new accounts generated by the Company,
NetCom shall pay the Company between 3%-7% of the monthly access fees paid to
it. From the revenues received from Netcom, the Company may share a portion with
bar associations.

As with its print bar directories, the Company sells advertising and
specialty listings to bar members. The Company also will seek to sell to
attorneys and law firms home pages and additional pages containing detailed
biographical and other information. In its Internet business, the Company will
compete directly with three significant competitors which have an established
presence in the legal market. These companies focus directly on the legal
profession and have greater financial, marketing and other resources than the
Company. Numerous other nationwide competitors which currently

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

(1) In February 1996, the Company entered into a long-term agreement with the
Bar Association of the District of Columbia to provide Internet services and
print bar directories. The Company published a print bar directory for the
Onondaga County Bar Association in 1995.

26
<PAGE>
provide various Internet services to businesses and individuals may also target
the legal profession in the future. See "Risk Factors--Competition" and
"Business--Competition."

In order for the Company to establish Internet services for any particular
bar association, the following sequence of events occurs. The Company works with
a bar association to design a customized home page which meets the association's
needs. From the home page, the user can link onto the other parts of the
association's Web site. The Company adds other features requested by the
association which may include the bar president's letter, the most recent
newsletter or articles concerning current legal issues. Membership listings must
be supplied by the bar association. Specialty listings and advertising are sold
by the Company's sales staff. The bar association may review a proof of the Web
site by viewing: (i) a pass-coded version of the home page placed on the
Internet for live inspection; or (ii) through a disk which can be accessed
through a personal computer; or (iii) printed hard copy. Upon approval by the
bar association, the Internet services commence.

NEWSLETTER PROGRAM

Many bar associations publish a monthly newsletter which may be a simple
multi-page letter-sized publication or may be in newspaper form. Newsletters
offer bar associations the ability to maintain channels of communication with
their members, providing them with updated information concerning matters of
local interest, court calendars, information about continuing legal education
programs and information about various social and fund raising events. Most
self-published bar association newsletters contain a small amount of advertising
similar to most bar directories.

In December 1995, the Company began publishing the Atlanta Lawyer, the
monthly newsletter for the Atlanta Bar Association. The Company provides this
newsletter to all Atlanta Bar members at no cost. The Company derives its
revenues from the sale of advertising contained in the newsletter. The content
of the newsletter is provided to the Company by the Atlanta Bar Association and
the advertising is solicited by the Company.

Newsletter publishing also provides additional credibility. Bar members and
advertisers are exposed to the Company and its products and services through the
Company's own advertisement in the newsletters. The newsletters are generally
published monthly or quarterly. Additionally, as the Company obtains agreements
to provide Internet services for bar associations, publishing newsletters for
the associations will afford the opportunity for the Company to regularly
promote Internet specialty listings and home page services to attorneys. There
can be no assurances that the Company will be successful in this regard.

SALES AND ADVERTISING

Revenues generated from the sale of advertising enable the Company to
provide its print and electronic publications free of charge to bar
associations. The Company maintains a staff of in-house account executives who
specialize in selling advertisements by telephone to businesses which supply
support services and products to the legal profession as well as to the general
public. Examples of typical advertisers are found on page 22 of this Prospectus.
The Company believes that through its in-house sales team of 27 full-time
account executives, it is better able to maintain quality control and establish
a reputation for professionalism. The Company's account executives are divided
into separate divisions for print and electronic directories. The Company's
management supervises the sales staff in order to ensure that it is acting in an
ethical and professional manner and clearly communicates that the Company is
independent of the bar associations. New account executives, whether experienced
in sales or not, go through a structured 60-day training program. The Company's
account executives are taught not merely how to sell advertising but also about
the Company and its goals. In accordance with the Company's structured
goal-oriented philosophy, each account executive works with the sales manager
and each month prepares a goal sheet detailing realistic monthly and daily sales
goals.

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<PAGE>
All agreements with bar associations provide that each association has the
right to reject any advertising that is not consistent with its guidelines.
Advertising is contained in a section entitled "Attorney Support Services" and
follows a "yellow page" format in print directories and newsletters. On the Web
sites, there is a link called Attorney Support Services which is accessed by the
point and click of a mouse.

Advertising sales are assisted by a letter of introduction from the bar
association noting that the Company is publishing the directory and stating how
many attorneys and judges will receive the directory. Like other forms of print
advertising including newspaper and yellow pages, the Company offers a variety
of possible advertisements ranging from inside front cover pages, full and
partial pages or business card listings to simple classified line listings. The
Company requires a 50% deposit upon approval by the advertiser of a proof and
the balance is payable upon publication. A 10% discount is offered in exchange
for full payment upon approval of a proof.

The Company markets its sale of specialty listings and attorney home pages
by direct mail and advertising in bar newsletters. It does not engage in
telephone solicitation of attorneys.

PRINTING

The Company is not engaged in the printing of its bar directories and
newsletters but subcontracts this work to independent printing companies. The
Company believes that there is an ample supply of independent printers willing
to perform quality printing services for the Company and that it will not be
materially adversely affected by subcontracting its printing services. In doing
so, the Company believes that it avoids the need to invest substantial sums of
capital in printing and binding equipment and has more flexibility to meet its
clients' specialized needs.

BACKLOG

The Company's backlog consists of advertising agreements for directories
(including Web sites) and newsletters which have not been published. As of March
1, 1996, the Company's backlog was approximately $1,159,000 as compared to
approximately $620,000 on March 1, 1995. Since the Company recognizes its
revenues when it publishes its print bar directories and newsletters, it
anticipates that all of the March 1, 1996 backlog will be recognized as revenues
during the current fiscal year.

SIGNIFICANT CLIENTS

Although the Company does not derive its revenues directly from bar
associations, advertising sales from the publication of two bar directories each
accounted for more than 10% of the Company's revenues in fiscal 1995. The
Company will not receive any revenues during the current fiscal year from the
directory published by one of these bar associations due to that association's
policy of publishing its directory every three years. Because of the Company's
increasing backlog, the Company does not expect to be materially adversely
affected by the absence of revenues from this bar association's directory. See
"Business--The Company's Bar Directories."

COMPETITION

There are two levels of competition within the Company's business. The
Company competes in obtaining agreements with bar associations to publish its
directory or newsletter. Once the Company has contracts to publish, it faces
substantial competition in the sale of advertising.

There are three primary competitive factors which affect the Company's
business--cost, service and product quality. The Company believes its primary
competitive advantage is its ability to offer products and services at no cost
to professional associations.

As the publisher of the National Association of Bar Executives ("NABE")
directory, the Company perceives that it has an additional competitive advantage
in the marketing of bar directories to NABE

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members. Individually, NABE's members generally are in a position to play an
important role in the selection of local directory publishers. Each NABE member
receives a NABE directory published by the Company which gives the Company
increased visibility to these bar association executives.

Print Directories

The print bar directory market is highly segmented and localized. Other than
Martindale-Hubbell, few competitors focus exclusively on legal directories.
Martindale-Hubbell is a national directory of 25 large hardcover volumes. It
costs $745 per year and cannot be purchased for a particular geographic area.
However, on a national scale, Martindale-Hubbell is the pre-eminent name in the
print bar directory business.

For print directories covering a limited geographical area, the Company's
principal competitor is believed to be Legal Directories Publishing Company
("LDP"), a privately-held company located in Dallas, Texas. LDP publishes state
bar directories which it sells directly to attorneys and others who have a need
for a state bar directory. LDP is believed to have significantly larger revenues
than the Company.

Other competitors include Elson-Alexandre, an affiliate of Western
Photography Services, Inc. located in Buena Vista, California. Elson-Alexandre
is primarily a portrait photographer and publishes the directories as an adjunct
to its core business which is the sale of photographic packages.

Electronic Services

The Company also faces substantial competition in its plan to establish an
Internet presence and sell Web sites to law firms and lawyers who are bar
association members. The Company competes with businesses which have long
established name recognition with lawyers. These competitors have significantly
greater financial, marketing and other resources than the Company. West, the
official publisher of all reported court cases, is used extensively for on-line
legal research. West publishes its West Legal Directory in electronic form only.
West's Legal Directory is a national compilation of credentials of people,
organizations, and institutions associated with the legal profession. West
provides a free listing of attorneys and judges in its electronic legal
directory and offers a variety of techniques to search the listings. West also
markets a customized Web site to law firms. The West Web site includes
professional profiles and can, for a fee, provide customized marketing and other
information.

Another significant competitor on the Internet is LEXIS-NEXIS ("LEXIS"),
second only to West in providing computerized legal research to lawyers. A LEXIS
service, LEXIS Counsel Connect ("LCC") recently introduced a service on the
Internet called Lawyer Search. LCC charges its members a fee of $180 which pays
for membership and a listing on Lawyer Search. Both the traditional LEXIS legal
research service and LCC can be accessed through a direct telephone connection
or through the Internet.

Martindale-Hubbell is available as a searchable on-line database through
LEXIS and on CD-ROM. The electronic form of Martindale-Hubbell's directory is
accessible through the Internet only as part of LEXIS services.

Advertising Competition

The Company competes with all forms of media which sell advertising--yellow
pages, alternative yellow pages, specialty magazines, newspapers and television,
among others.

There are no significant barriers to entry by competitors. Since these
potential competitors can enter the Company's business without substantial
capital investment or industry experience, the Company is seeking to protect its
competitive position through its co-operative payment program. See "Risk
Factors--Competition", "Use of Proceeds" and "Business--Future Business
Strategy."

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<PAGE>
FUTURE BUSINESS STRATEGY

The Company's overall marketing strategy is to provide bar associations
nationwide with the complete design and production of each association's
Internet presence, print directory and monthly newsletter. Although no
assurances can be given, the Company believes that such a package has the
potential to allow the Company to increase its market share, since at this time,
to the best of the Company's knowledge, no other single company currently offers
all of these services to bar associations. The Company intends to capitalize on
the ability to cross-sell additional services. Additionally, the Company intends
to continue its current marketing strategy of using its existing clients as
references for potential clients.

With the proceeds of this offering, the Company intends to implement an
aggressive national marketing plan to secure long-term agreements to publish
print and electronic bar directories.

The Company believes that the fragmented nature of the local print bar
directory industry creates favorable acquisition opportunities. Accordingly,
following this offering, the Company also intends to use a portion of the
proceeds to acquire competitors in order to increase its market share. In
addition to seeking to acquire competitors, the Company also will consider
purchasing the long-term rights to publish larger bar directories. The Company
currently has no intentions or understandings in this regard. See "Use of
Proceeds."

EMPLOYEES

As of the date of this Prospectus, the Company has 48 full-time and six
independent contractors, including its executive officers. The Company's staff
is divided into eight people in administration, 27 account executives in sales
and marketing, six graphic artists, five production assistants and two customer
service representatives. None of the Company's employees or independent
consultants are covered by a collective bargaining agreement. Management
believes that the Company's relationship with its employees and contractors is
excellent. The Company believes that the future success of the Company is
dependent to a significant degree on its ability to retain existing employees
and to attract and train additional skilled personnel, although there can be no
assurances that it will be able to do so.

FACILITIES

The Company's offices occupy approximately 7,100 square feet located at 577
Deltona Boulevard, Deltona, Florida, 32725. The leases expire December 31, 1996
subject to a three-year option to renew. The Company does not anticipate
problems in finding suitable office space if the lease is not renewed. See Note
5 to "Notes to Financial Statements."

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning the directors,
proposed directors and executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITIONS
------------------------------------------ --- ------------------------------------------
<S> <C> <C>

Peter S. Balise........................... 37 Chairman of the Board, President and
Secretary

D. Scott Plakon........................... 37 Executive Vice President, Treasurer and
Director

James M. Koller........................... 45 Chief Financial Officer

Matt Butler............................... 37 Proposed Director(1)

John D. McKey, Jr., Esq................... 52 Proposed Director(1)
</TABLE>

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

(1) Following this offering, Messrs. Butler and McKey have agreed to join the
Board of Directors.

PETER S. BALISE founded the Company and has been its President and Secretary
since inception and was its Treasurer until March 1996. He was elected Chairman
of the Board in March 1996 when the Company amended its Articles to provide that
it would be managed by a Board of Directors rather than its shareholders. From
prior to 1991 to September 1993, Mr. Balise was President of TPCNA. From
September 1993 through March 15, 1994, Mr. Balise was an employee of TPCNA.

D. SCOTT PLAKON has been the Company's Executive Vice President since
September 1994 and has been Treasurer and a director since March 1996. From
November 1990 through September 1994, Mr. Plakon was Branch Manager and
Associate Vice President of Chatfield Dean & Co., Inc., a broker-dealer with its
principal office located in Greenwood Village, Colorado.

JAMES M. KOLLER has been the Company's Chief Financial Officer since January
1996. Prior to that time, from October 1990 through December 1995, Mr. Koller
was Chief Financial Officer and Vice President of Kearney Systems, Inc.,
Orlando, Florida.

MATT BUTLER will become a director of the Company following this offering.
From November 1992 to date, Mr. Butler has been the Chairman and Chief Executive
Officer of Butler Holdings, Inc., the parent company of Hunt Transportation,
Inc., Omaha, Nebraska, which is engaged in the transportation of agricultural
and construction machinery and equipment throughout the United States.
Previously, from 1988 to November 1992, Mr. Butler was Vice President of Butler
Holdings, Inc.

JOHN D. MCKEY, JR., ESQ. will become a director of the Company following
this offering. Mr. McKey has been a member of The Florida Bar since 1968. Since
October 1993, he has been employed as an attorney by the law firm of McCarthy,
Summers, Bobko, McKey, Wood & Sawyer. From July 1986 through October 1993, he
was employed as an attorney by the law firm of Kohl, Bobko, McKey & Higgins. Mr.
McKey is also a member of the board of directors of Laidlaw Holdings, Inc., the
parent company of the Representative.

MARK I. GOLDEN, previously a proposed director of the Company, has advised
the Company that due to health problems he will be unable to serve on the Board
of Directors.

The Company's shareholders have approved an amendment to its Articles
providing for a staggered Board of Directors designed to elect approximately
one-third of the directors each year. This amendment will take effect following
this offering when Messrs. Butler and McKey will join the Board of Directors.
Initially, Class A directors will serve a three-year term, Class B directors
will serve a two-

31
<PAGE>
year term and Class C directors will serve a one-year term. Messrs. Balise and
Plakon will be Class A directors, Mr. Butler will be a Class B director and Mr.
McKey will be a Class C director, with their terms expiring in 1999, 1998 and
1997, respectively.

For a three-year period from the date of this Prospectus, the Underwriter
has the right to appoint a designee or an observer to the Company's Board of
Directors. Mr. McKey will serve as a designee of the Underwriter.

Officers are elected annually by the Board of Directors and serve at the
discretion of the Board. The Company has applied for "key man" life insurance on
the life of Mr. Balise in the amount of $2,000,000, and pursuant to an agreement
with the Underwriter, is obligated to keep that policy in force for a minimum of
three years from the date of this Prospectus.

Upon completion of this offering, the Company will establish a compensation
committee and an audit committee.

The compensation committee will administer the Company's Plan and make
recommendations to the full Board of Directors concerning compensation,
including incentive arrangements, of the Company's officers and key employees.
The compensation committee will be comprised of Messrs. Butler and McKey.

The audit committee will review the engagement of the independent
accountants and review the independence of it auditors. The audit committee will
also review the audit and non-audit fees of the independent accountants and the
adequacy of the Company's internal accounting controls. The audit committee will
be comprised of Messrs. Butler and McKey.

DIRECTORS' COMPENSATION

Directors receive no cash compensation for serving on the Board of Directors
other than reimbursement of reasonable out-of-pocket expenses incurred in
connection with their attendance at Board of Directors' meetings. Pursuant to
the Plan, directors who are not 10% shareholders or employees will receive a
grant of Common Stock and non-qualified stock options as described below under
"1996 Stock Plan."

LIMITATION OF LIABILITY

Under Florida law, the Company's directors are protected against personal
liability for monetary damages from breaches of their duty of care. As a result,
the Company's directors will not be liable in an action by the Company or a
shareholder for monetary damages alleging negligence or gross negligence in the
performance of their duties. In such actions, they remain liable for monetary
damages for wilful misconduct, conscious disregard of the best interest of the
Company, and for transactions from which a director derives an improper personal
benefit. Directors also remain liable under another provision of Florida law
which makes directors personally liable for unlawful distributions and expressly
sets forth a negligence standard with respect to such liability. The liability
of the Company's directors under federal or applicable state securities laws is
also unaffected. The Company has applied for directors' liability insurance.

While the Company's directors have protection from awards of monetary
damages for breaches of fiduciary duty, that does not eliminate their fiduciary
duty. Equitable remedies, such as an injunction or rescission based upon a
director's breach of fiduciary duty, are still available.

The Company has entered into Indemnification Agreements with each of its
directors and executive officers. Each such Indemnification Agreement provides
that the Company will indemnify the indemnitee against (or if requested advance
to the Indemnitee) expenses including reasonable attorney's

32
<PAGE>
fees, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any civil or criminal action or
administrative proceeding arising out of the performance of his duties as an
officer, director, employee or agent of the Company. Indemnification is
available if the acts of the indemnitee were in good faith, if the indemnitee
acted in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal proceeding, the
indemnitee had no reasonable cause to believe his conduct was unlawful. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons 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 Securities Act and is therefore unenforceable.

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's chief executive officer for
the fiscal year ended December 31, 1995. No executive officer's total annual
salary and bonus exceeded $100,000 for the fiscal year ended December 31, 1995.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY($) COMPENSATION($)
------------------------------------------------------------- ---- --------- ---------------
<S> <C> <C> <C>
Peter S. Balise, Chairman of the Board,
President and Secretary.................................... 1995 $ 74,000 $ -0-(1)
</TABLE>

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

(1) Does not include approximately $174,000 in 1995 Subchapter S income due to
Mr. Balise, of which approximately $70,000 has been distributed in
connection with federal income taxes due and the remainder is evidenced by a
note to Mr. Balise due in June 1997. See "Certain Transactions.'

EMPLOYMENT AGREEMENTS

Effective with the closing of this offering, the Company has entered into
three-year written employment agreements with Messrs. Peter S. Balise and D.
Scott Plakon. The agreements provide for base annual salaries of $100,000 and
$96,000, respectively, subject to annual cost of living increases. Their
employment agreements provide for annual bonuses at the discretion of the Board
of Directors. Mr. Balise also is entitled to use a Company automobile.
Currently, Messrs. Balise and Plakon receive annual salaries of $78,000 and
$65,000, respectively, pursuant to oral agreements and Mr. Balise also has use
of the Company's automobile.

Mr. James M. Koller, the Company's Chief Financial Officer, receives a
salary at the rate of $44,500 per annum pursuant to an oral agreement which will
increase to $63,000 per year following the closing of this offering. Each of the
Company's executive officers also receive full reimbursement of health insurance
premiums rather than the one-half which all other employees receive.

1996 STOCK PLAN

The Company has adopted (and the shareholders have approved) the Plan for
employees, consultants and directors covering 500,000 shares of Common Stock.
The Plan provides for the grant to employees of incentive stock options ("ISOs")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), and for the grant of non-qualified stock options
(collectively "Options"). The Plan also provides for the grant of restricted
Common Stock.

As of the date of this Prospectus, the Company has 108,500 outstanding
Options exercisable at $5.50 per share (the initial public offering price)
including 10,000 Options held by Mr. James M.

33
<PAGE>
Koller, the Company's Chief Financial Officer. All Options granted vest at the
rate of one-fifth each December 31st commencing in 1996, subject to continued
employment, except automatic grants to directors who are not employees or 10%
shareholders, which will vest at the rate of one-third each December 31st
subject to continued Board service. Once vested, Options may be forfeited under
certain circumstances.

The Plan is intended to comply with Section 16(b) of the Exchange Act and
Rule 16b-3 promulgated thereunder and other applicable laws and is administered
by the Board of Directors. The Board of Directors has the power to determine
eligibility to receive Options, the terms of any Options including the exercise
price, the number of shares subject to the Options, the vesting schedule and the
term of any such Options. The exercise price of all Options granted under the
Plan must be at least equal to the fair market value of the shares of Common
Stock on the date of grant. With respect to any participant who owns Common
Stock possessing more than 10% of the voting power of the Company's outstanding
Common Stock, the exercise price of any ISO granted must equal at least 110% of
the fair market value on the grant date and the maximum term of the ISO must not
exceed five years. The terms of all other Options granted under the Plan may not
exceed 10 years.

The Plan provides for an automatic grant of 3,000 shares of Common Stock and
15,000 Options to any non-employee director who is not a 10% shareholder, which
vest annually over a three-year term each December 31, provided that such person
is still serving as a director on the vesting date. The sole consideration for
the grant of the shares of Common Stock and Options consists of the service as a
director. The exercise price of the Options is fair market value on the date
each non-employee director becomes a director. Messrs. Matt Butler and John D.
McKey, Jr., proposed directors of the Company will receive such grants following
this offering.

ADVISORY BOARD

The Company has organized an Advisory Board with expertise in areas of
relevance to the Company's business activities. The Company may consult with the
Advisory Board members for assistance in the planning and implementation of its
future business strategy. At least one meeting of the Advisory Board will be
held each year in conjunction with a meeting of the Board of Directors of the
Company. In addition, the Company may consult with individual members of the
Advisory Board from time to time on business matters. Each Advisory Board member
will receive 4,000 Options (exercisable at the offering price) vesting over a
two-year period.

DANIEL GOELZER, ESQ. is an attorney and a member of the law firm of Baker &
McKenzie, resident in its Washington, D.C. office. Mr. Goelzer was the General
Counsel of the Securities and Exchange Commission from 1983-1990.

STEPHEN STRANG is the founder of Strang Communications Company, a publisher
of materials for the evangelical Christian community. Strang Communications
Company publishes books and five magazines and produces a national weekly cable
television program.

HAROLD W. STAYMAN is chairman of Epicurean Associates of America, Inc., a
consulting organization serving the hospitality industry. Mr. Stayman has
published restaurant guides and cookbooks.

MILTON BINS is a professional management consultant specializing in small
businesses, educational institutions and non-profit organizations. He is
Chairman and Chief Executive Officer of the Douglas Policy Institute, a
nonpartisan, tax-exempt education and research organization that focuses on
major public policy issues. He has previously served as executive director of
the Office of the White House Initiative on Historically Black Colleges and
Universities ("HBCUs"), and director of the Office of Policy Development for
Postsecondary Education of the U.S. Department of Education. From 1989 to 1993,
he served on President Bush's Board of Advisors on HBCUs.

34
<PAGE>
PRINCIPAL SHAREHOLDERS

The following table sets forth as of the date of this Prospectus certain
information as to the beneficial ownership of Common Stock of the Company by (i)
each person known by the Company to be the beneficial owner of more than 5% of
the outstanding shares of Common Stock, (ii) each current and proposed director,
(iii) each executive officer named in the Summary Compensation Table under the
caption "Management-- Executive Compensation", and (iv) all executive officers
and directors (including proposed directors) as a group.

<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING CLASS
AMOUNT AND OF COMMON STOCK
NATURE OF ---------------------------------------
NAME AND ADDRESS BENEFICIAL OWNED
BENEFICIAL OWNER OWNERSHIP(1) PRIOR TO OFFERING AFTER OFFERING (2)
-------------------------------------------------- ------------ ----------------- ------------------
<S> <C> <C> <C>
Peter S. Balise................................... 1,103,725 37.3% 27.9%
577 Deltona Blvd., 2nd Floor
Deltona, Florida 32725
D. Scott Plakon................................... 669,725 22.6% 16.9%
577 Deltona Blvd., 2nd Floor
Deltona, Florida 32725
James M. Koller................................... 2,700 * *
577 Deltona Blvd., 2nd Floor
Deltona, Florida 32725
Matt Butler(3).................................... 68,000 2.2% 1.6%
10770 "I" Street
Omaha, NE 68127
Mark I. Golden(4)................................. 446,000 15.1% 11.3%
1110 S.W. Ivanhoe Blvd., Unit 20
Orlando, FL 32804
John D. McKey, Jr., Esq.(3)....................... 8,000 * *
2081 E. Ocean Blvd., Second Floor
Stuart, FL 34996
Phillip Hofmann(5)................................ 250,000 8.4% 6.3%
702 Commerce Circle
Longwood, FL 32750
Alan R. Cohen..................................... 248,000 8.4% 6.3%
560 Sylvan Avenue, #330
Englewood Cliffs, NJ 07632
All Directors, Proposed Directors and Executive 1,852,150 62.6% 46.8%
Officers of the Company as a Group (five
persons)(3)
</TABLE>

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

* Less than 1%.

(1) Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
securities beneficially owned by them. A person is deemed to be the
beneficial owner of securities that can be acquired by such person within 60
days from the date of the Prospectus upon the exercise of warrants or
Options or the conversion of convertible securities.

(2) No effect is given to the Over-Allotment Option.

(3) Excludes 15,000 shares of Common Stock underlying Options to be granted to
each of Messrs. Butler and McKey following this offering which are not
exercisable within 60 days.

(4) Includes 336,000 shares of Common Stock owned by Dr. Golden and his wife as
tenants by the entireties and 100,000 shares of Common Stock owned by Dr.
Golden's wife and 10,000 shares of Common Stock owned by his son. Dr. Golden
disclaims any beneficial ownership as to the 100,000 and 10,000 shares.

(5) Owned by Mr. Hofmann and his wife as tenants by the entireties.

35
<PAGE>
CERTAIN TRANSACTIONS

The Company elected to be taxed under Subchapter S of the Internal Revenue
Code through December 31, 1995. In March 1996, the Company distributed to its
shareholders an aggregate of approximately $179,000 representing their
approximate tax liability for 1995 Subchapter S income and issued to such
shareholders promissory notes due June 30, 1997 aggregating approximately
$268,000 representing the balance of the 1995 Subchapter S income. See
"Subchapter S Distributions."

Mr. Peter S. Balise, the Company's President, and founder sold TPCNA (of
which he was the sole shareholder) to Catalog in September 1993 in exchange for
a $275,000 promissory note. On May 9, 1994, Mr. Balise entered into an agreement
with Catalog through which the Company acquired the assets of TPCNA in exchange
for the Company's assumption of certain of its liabilities and Mr. Balise
released Catalog from the balance of the note payable to him. As a result of
this transaction, the Company incurred a loss on this uncollectible note. See
Notes 6 and 7 to Notes to "Financial Statements."

Messrs. Matt Butler and John D. McKey, Jr. each purchased one Unit and
Messrs. Peter S. Balise and James M. Koller each purchased a one-half Unit in
the Private Placement. Their Notes shall be paid with the proceeds of this
offering. Messrs. Balise, Butler, McKey, and Koller have agreed not to publicly
sell the 15,000 shares contained in the Units for 13 months from the date of
this Prospectus without the consent of the Representative. The Company has
granted certain registration rights to permit the public sale of these 15,000
shares (and an additional 2,500 shares held by a non-affiliate) after expiration
of the lock-up period. See "Use of Proceeds", "Management" and "Shares Eligible
for Future Sale."

CONCURRENT OFFERING

The registration statement of which this Prospectus forms a part also
includes a Prospectus with respect to an offering by the Selling Shareholders of
12,500 shares of the Selling Shareholders' Common Stock issued in connection
with the March 1996 Private Placement, which may be sold in the open market, in
privately negotiated transactions, or otherwise directly by the holders thereof,
subject to the following contractual restrictions. Each Selling Shareholder has
agreed not to sell, transfer or otherwise publicly dispose of the Selling
Shareholders' Common Stock for up to 90 days from the date of this Prospectus
without the prior written consent of the Underwriter.

The Company will not receive any proceeds from the sale of any of the
Selling Shareholders' Common Stock. Sales of the Selling Shareholders' Common
Stock or the potential of such sales may have an adverse effect on the market
price of the shares of Common Stock offered hereby.

SUBCHAPTER S DISTRIBUTIONS

The Company elected to be taxed under Subchapter S of the Internal Revenue
Code through December 31, 1995. Accordingly, all income reported for tax
purposes was taxable to the Company's shareholders. For the year ended December
31, 1995, the Company reported taxable income of approximately $447,000. Of this
amount in March 1996, the Company distributed to its shareholders an aggregate
of approximately $179,000 in order to permit such shareholders to pay the
approximate amount of federal income taxes owed on the 1995 taxable income.
Messrs. Peter S. Balise, D. Scott Plakon, Mark Golden and Phillip Hofmann
received approximately $70,000, $46,500, $46,500 and $16,000, respectively.
Additionally, the remainder of the 1995 Subchapter S income was distributed to
the Company's shareholders through promissory notes bearing 8% per annum
interest due on June 30, 1997. Messrs. Balise, Plakon, Golden and Hofmann
received notes in the sums of approximately $105,000, $70,000, $70,000 and
$24,000, respectively.

36
<PAGE>
DESCRIPTION OF SECURITIES

The following summary description of the Company's capital stock is
qualified in its entirety by reference to the Company's Articles.

COMMON STOCK

The authorized capital stock of the Company consists of an aggregate of
15,000,000 shares of Common Stock, no par value. As of the date of this
Prospectus, there are 2,961,000 shares of Common Stock outstanding.

Holders of Common Stock are entitled to have one vote per share held of
record on each matter submitted to a vote of the shareholders. Holders of the
Common Stock do not have preemptive rights to purchase additional shares of
Common Stock or other subscription rights. The Common Stock carries no
conversion rights and is not subject to redemption or to any sinking fund
provisions. All shares of Common Stock are entitled to share equally in
dividends from legally available sources as determined by the Board of
Directors. Upon dissolution or liquidation of the Company, whether voluntary or
involuntary, holders of the Common Stock are entitled to receive assets of the
Company available for distribution to the shareholders. All outstanding shares
of Common Stock are, and the shares of Common Stock offered hereby will be, upon
completion of this offering, validly authorized and issued, fully paid and
non-assessable.

The executive officers and the directors of the Company will beneficially
own 46.8% of the outstanding shares of Common Stock following this offering.
However, as no voting agreements exist among these executive officers and
directors, each is able to vote as he may desire on any issue affecting the
Company. See "Principal Shareholders."

ANTI-TAKEOVER PROVISIONS OF FLORIDA LAW

The Company may be subject to the affiliated transaction ("Affiliated") and
the control-share acquisition provisions of Sections 607.0901 and 607.0902 of
the Florida Business Corporation Act (the "Act").

The Affiliated provisions of the Act are designed to restrict the occurrence
of highly coercive takeovers. It also limits certain related party transactions
otherwise permissible under the Act. The law specifically provides that certain
transactions between a Florida corporation and an interested shareholder or
affiliate or associate of the interested shareholder (the "Interested
Shareholder"), defined as any person who beneficially owns more than 10% of the
outstanding voting shares of the corporation, must be approved by the
affirmative vote of at least two-thirds of the holders of the other voting
shares (the "Disinterested Shareholders").

Transactions that require the approval of two-thirds of the voting shares
beneficially owned by Disinterested Shareholders include (1) mergers or
consolidations with the Interested Shareholder; (2) the sale, lease, exchange,
mortgage, pledge, transfer, or other disposition to the Interested Shareholder
of five percent or more of either the corporation's total assets or total
outstanding shares, or representing five percent or more of the earning power or
net income of the corporation; (3) issuance or transfers of shares to the
Interested Shareholder having a market value of five percent or more of the
total market value of the corporation's outstanding shares (except pursuant to
the exercise of stock warrants or rights, or a dividend or distribution pro-rata
to all shareholders); (4) a liquidation or dissolution of the corporation
proposed by or pursuant to in a written or unwritten agreement or understanding
with the Interested Shareholder; (5) a reclassification of securities or other
corporate reorganization with the Interested Shareholder that has the effect of
increasing the percentage voting ownership of the Interested Shareholder by more
than five percent; and (6) any receipt by the Interested Shareholder of a
benefit, directly or indirectly, of any loans, advances, guarantees, pledges,
other financial assistance, or tax credits or advantages provided by or through
the corporation.

37
<PAGE>
Transactions that are approved by majority of disinterested directors are
exempted from the above shareholder approval requirement. A "Disinterested
Director" is defined to mean any person who was a member of the corporation's
Board of Directors before the date the Interested Shareholder became the
beneficial owner of more than 10% of the outstanding voting shares of the
corporation, or anyone who subsequently becomes a member of the Board of
Directors with the approval of the majority of the Disinterested Directors.
There are currently no Disinterested Directors on the Company's Board and
therefore an affiliated transaction may be approved only by a two-thirds vote of
the Company's Disinterested Shareholders, unless at any time during the three
years preceding the transaction, the Company has had 300 or less shareholders of
record.

The control share acquisition provisions generally provide that control
shares of an issuing public corporation acquired in a control share acquisition
have no voting rights until voting rights are granted by a resolution approved
by a majority of shares entitled to vote excluding control shares.

Control share acquisition provisions apply to Issuing Public Corporations
which are defined to include corporations with (i) 100 or more shareholders,
excluding all nominees or brokers, (ii) its principal offices in Florida, and
(iii) more than 10% of its shares of Common Stock owned by Florida residents.

"Control Shares" are defined as shares of Common Stock that, when acquired
and added to other shares owned by a person, enable that person to exercise
voting power with respect to shares of an Issuing Public Corporation within the
ranges of one-fifth to one-third, one-third to one-half, and one-half or more of
the outstanding voting power. This term does not include all shares owned by the
person but only those shares acquired to put the shareholder "over the top" with
respect to that particular range. The Act provides that shares acquired within
any 90-day period either before or after purchase are considered to be one
acquisition.

Approval of voting rights requires (i) approval by each class entitled to
vote separately, by majority vote; and (ii) approval by each class or series
entitled to vote separately, by a majority of all votes entitled to be cast by
that group excluding all Control Shares.

If an acquiring person proposes to make or has made a Control Share
acquisition, he may deliver to the Issuing Public Corporation an acquiring
person's statement ("APS"). The acquiring person may then request that the
Issuing Public Corporation call a special meeting of the shareholders at the
acquiring person's expense to consider granting rights to the Control Shares.

If no APS has been filed, any Control Shares acquired in a Control Share
acquisition by such person may, after 60 days has passed since the last
acquisition of Control Shares, be redeemed at their fair market value. If an APS
is filed, the shares are not subject to redemption unless the shares are not
accorded full voting rights by shareholders.

The effect and intent of the Control Share acquisition provision is to deter
corporate takeovers. Therefore, it is more likely than not that control of the
Company will remain in the hands of the existing principal shareholders. See
"Principal Shareholders."

MARKET FOR COMMON STOCK--DIVIDEND POLICY

Prior to this offering, there has been no public market for the Company's
Common Stock. As of the date of this Prospectus, the Company has 60
shareholders. For its fiscal years prior to 1996, the Company's shareholders
elected to be taxed under Subchapter S of the Internal Revenue Code, and, prior
to 1996, all earnings of the Company were distributed to its shareholders. The
Company intends to retain future earnings, if any, to finance the development
and expansion of its business and does not contemplate paying any dividends on
its Common Stock in the foreseeable future. See "Risk Factors-- Absence of
Public Market", "Risk Factors--No Dividends Anticipated" and "Subchapter S
Distributions."

38
<PAGE>
TRANSFER AGENT

The Transfer Agent for the Common Stock is American Stock Transfer & Trust
Company, 40 Wall Street, New York, NY, 10005.

LISTING ON NMS

The Common Stock has been approved for quotation on the NMS using the symbol
PCNA for listing on NMS. No assurances can be given that an active trading
market for the Common Stock will develop or at what price the Common Stock will
trade. See "Risk Factors."

SHARES ELIGIBLE FOR FUTURE SALE

All of the 2,961,000 shares of Common Stock presently outstanding are
"restricted securities" as that term is defined under the Securities Act and may
only be sold pursuant to a registration statement or in compliance with Rule 144
under the Securities Act or other exemption from registration. Rule 144
provides, in essence, that a person holding restricted Common Stock for a period
of two years may sell such securities during any three month period, subject to
certain exceptions, in amounts equal to the greater of (i) one percent (1%) of
the Company's issued and outstanding Common Stock, or (ii) the average weekly
trading volume of the Common Stock during the four calendar weeks prior to the
filing of the required Form 144. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who is not an affiliate of the Company and who has satisfied a three-year
holding period. Last year, the Commission proposed to amend Rule 144 by reducing
the two and three year holding periods to one and two years, respectively. The
Company cannot predict whether this proposed amendment will be adopted. All of
the Company's executive officers, current and proposed directors and certain
other shareholders who own an aggregate of 2,932,500 shares (including 17,500
shares purchased in the Private Placement), have agreed not to publicly sell
such shares of the Company's Common Stock for a period of 13 months from the
date of this Prospectus without the Representative's prior written consent.
After expiration of these lock-up agreements, all outstanding shares of Common
Stock will be eligible for sale under Rule 144 except for 150,550 shares and the
30,000 shares acquired in the Private Placement. Of these 30,000 shares of
Common Stock, the Company has agreed to register 17,500 shares of Common Stock
in order to permit their public sale following expiration of the lock-up
agreements. In addition, 12,500 shares of Common Stock issued to five
shareholders in the Private Placement are eligible for sale pursuant to the
Selling Shareholders' Prospectus. However, the holders of these 12,500 shares of
Common Stock have agreed not to sell such shares without the prior consent of
the Representative for up to 90 days from the date of this Prospectus. In
January 1997, 16,000 shares of Common Stock not subject to any lock-up agreement
may be sold pursuant to Rule 144. The 150,550 shares of Common Stock will become
eligible for sale under Rule 144 beginning in March and April 1998.

In addition to these shares, the shares of Common Stock issuable upon
exercise of 108,500 outstanding Options (including 10,000 Options held by the
Company's Chief Financial Officer) may be publicly sold, once vested, commencing
90 days from the date of this Prospectus pursuant to Rule 701 under the
Securities Act. However, holders of these Options have agreed not to sell any of
the shares of Common Stock underlying the Options until 13 months from the date
of this Prospectus.

The availability for sale of substantial amounts of Common Stock subsequent
to this offering could adversely affect the prevailing market price of the
Common Stock and could impair the Company's ability to raise additional capital
through the sale of its equity securities. See "Principal Shareholders",
"Concurrent Offering", and "Certain Transactions."

The Representative also has demand and piggyback registration rights with
respect to the Common Stock underlying the Representative's Warrants.

39
<PAGE>
No prediction can be made as to the effect, if any, that public sales of
shares of the Company's Common Stock or the availability of such Common Stock
for sale will have on the market prices of such Common Stock prevailing from
time to time. Nevertheless, the possibility that substantial amounts of Common
Stock may be sold in the public market may adversely affect prevailing market
prices for Common Stock and could impair the Company's ability in the future to
raise additional capital through the sale of its equity securities. See "Risk
Factors-- Shares Eligible for Future Sale and Registration Rights."

40
<PAGE>
UNDERWRITING

The Underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions of the Underwriting Agreement between the
Company and the Underwriters (the "Underwriting Agreement"), to purchase from
the Company, and the Company has agreed to sell to the Underwriters, the number
of shares set forth opposite their names in the table below at the price set
forth on the cover page of this Prospectus:

NUMBER OF
UNDERWRITERS SHARES
---------------------------------------------------------------- ---------
Laidlaw Equities, Inc. ......................................... 496,000
Brean Murray, Foster Securities Inc. ........................... 30,000
Fahnestock & Co. Inc. .......................................... 30,000
First of Michigan Corporation................................... 30,000
Josephthal Lyon & Ross Inc. .................................... 30,000
Parker/Hunter Incorporated...................................... 30,000
Pennsylvania Merchant Group Ltd. ............................... 30,000
Roney & Co. .................................................... 30,000
Van Kasper & Company............................................ 30,000
Baird, Patrick & Co., Inc. ..................................... 22,000
The Boston Group, L.P. ......................................... 22,000
GKN Securities Corp. ........................................... 22,000
Hampshire Securities Corporation................................ 22,000
J.W. Charles Securities, Inc. .................................. 22,000
Cohig & Associates, Inc. ....................................... 22,000
Keane Securities Co., Inc. ..................................... 22,000
LT Lawrence & Co., Inc. ........................................ 22,000
Ormes Capital Markets, Inc. .................................... 22,000
Prime Charter Ltd. ............................................. 22,000
Sanders Morris Mundy Inc. ...................................... 22,000
Smith, Moore & Co. ............................................. 22,000
---------
Total..................................................... 1,000,000
---------
---------

A copy of the Underwriting Agreement has been filed as an exhibit to the
registration statement (the "Registration Statement") to which reference is
hereby made. The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions. The Underwriters shall be
obligated to purchase all of such shares if any are purchased.

The Underwriters have advised the Company that the Underwriters propose to
offer such shares to the public at the public offering price set forth on the
cover page of this Prospectus and that they may allow certain dealers who are
members of the National Association of Securities Dealers, Inc. ("NASD"), and to
certain foreign dealers, concessions of not in excess of $.33 per share, of
which amount a sum not in excess of $.10 per share may in turn be reallowed by
such dealers to other dealers who are members of the NASD and to certain foreign
dealers. After the commencement of this offering, the concessions and the
reallowances may be changed by the Underwriters.

The offering price of the Common Stock was determined by negotiation between
the Company and the Representative. Among the factors considered in such
negotiations were (i) an assessment of the Company's future prospects, (ii) the
experience of the Company's management, (iii) the current financial position of
the Company, and (iv) the prevailing conditions in the securities markets,
including the market value of publicly-traded common stock of companies in
similar industries, the market conditions for new offerings of securities and
the demand for similar securities of comparable companies.

41
<PAGE>
The Underwriting Agreement provides for reciprocal indemnification between
the Company and the Underwriters against certain liabilities under the
Securities Act. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons 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 Securities Act and is therefore unenforceable.

The Company has agreed to pay to the Representative an expense allowance, on
a non-accountable basis, equal to 3% of the gross proceeds derived from the sale
of Common Stock. The Company paid an advance on such allowance in the amount of
$50,000. The Company has also agreed to pay all of its expenses in connection
with this offering, including expenses in connection with qualifying the Common
Stock offered hereby for sale under the laws of such states as the Underwriters
may designate. In addition, the Company will sell to the Representative, and to
its designees, for nominal consideration, warrants to purchase an aggregate of
95,000 shares of Common Stock exercisable at 120% of the offering price. See
"Underwriting--Representative's Warrants."

Current shareholders of the Company owning 2,932,500 and 12,500 shares of
Common Stock, respectively, have agreed not to publicly sell or otherwise
dispose of their shares of Common Stock without the prior consent of the
Representative for a period of 13 months and 90 days, respectively, from the
date of this Prospectus.

OVER-ALLOTMENT OPTION

The Company has granted the Underwriters the Over-Allotment Option,
exercisable during the 45-day period commencing on the date of this Prospectus,
to purchase up to 150,000 shares of Common Stock, solely to cover
over-allotments. In such case, the purchase price per share will be the initial
public offering price, less underwriting discounts. Purchases of shares of
Common Stock upon exercise of the Over-Allotment Option will result in the
realization of additional compensation by the Underwriters.

REPRESENTATIVE'S WARRANTS

In connection with this offering, the Company has agreed to sell to the
Representative, for nominal consideration, the Representative's Warrants. The
Representative's Warrants are exercisable for a period of four years commencing
one year from the date hereof at an exercise price per share ("Exercise Price")
of 120% of the public offering price per share. The Representative's Warrants
may not be sold, transferred, assigned, pledged, or hypothecated for a period of
12 months from the date of this Prospectus except to officers or partners and
other members of the underwriting or selling group and officers or partners
thereof in compliance with the applicable provisions of the Corporate Financing
Rule of the NASD. The Representative's Warrants contain anti-dilution provisions
providing for adjustment of the Exercise Price upon the occurrence of certain
events, including recapitalizations, mergers, consolidations and combinations.
The holders of the Representative's Warrants have no voting, dividend, or other
rights as shareholders of the Company with respect to shares of Common Stock
underlying the Representative's Warrants, unless the Representative's Warrants
have been exercised.

A new Registration Statement or post-effective amendment to the Registration
Statement will be required to be filed and declared effective before
distribution to the public of the shares of Common Stock issuable upon exercise
of the Representative's Warrants (the "Warrant Shares"). The Company has agreed,
on one occasion when requested, to make all necessary filings to permit a public
offering of the Warrant Shares during the period beginning one year after the
date hereof and ending four years thereafter and to use its best efforts to
cause such filing to become effective under the Securities Act and remain
effective under such Act for a period of 120 days. In addition, the Company has
agreed for the period starting at the beginning of the second year after the
date hereof and ending at the conclusion of the fifth year after the date hereof
to give advance notice to holders of the Warrant Shares of its intention to file
a Registration Statement, and in such case, the Representative shall have the
right to

42
<PAGE>
require the Company to include the Warrant Shares in such Registration Statement
at the Company's expense.

During the period that the Representative's Warrants are exercisable, the
Representative and any transferee will have the opportunity to profit from a
rise in the market price of the Common Stock with a resulting dilution in the
interest of other shareholders. In addition, the terms on which the Company will
be able to obtain additional capital during the exercise period may be adversely
affected insofar as the Representative is likely to exercise the
Representative's Warrants at a time when the Company would, in all likelihood,
be able to obtain capital by a new offering of securities on terms more
favorable than those provided by the terms of the Representative's Warrants.

DESIGNEE TO THE BOARD

Following this offering, John D. McKey, Jr., Esq. will serve as a member of
the Board of Directors of the Company as the designee of the Underwriter. Mr.
McKey is a member of the Board of Directors of Laidlaw Holdings, Inc. which is
the parent company of the Underwriter. See "Management."

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Cohen, Chernay, Norris, Weinberger & Harris, 712 U.S. Highway One,
Suite 400, North Palm Beach, Florida, 33408. Two lawyers employed by that firm
beneficially together own 7,500 shares of the Company's Common Stock and
together own a $25,000 Bridge Note. Atlas, Pearlman, Trop & Brokson, P.A., 200
East Las Olas Blvd., Ft. Lauderdale, Florida, 33301, has acted as counsel to the
Underwriter in connection with this offering.

EXPERTS

The financial statements of The Publishing Company of North America, Inc. at
December 31, 1995 and for each of the two years in the period ended December 31,
1995 and Catalog Publishing Group, Inc.'s schedule of direct revenues and direct
operating expenses for the period January 1, 1994 through May 9, 1994, appearing
in the Prospectus and Registration Statement have been audited by Ernst & Young,
LLP, independent auditors, as set forth in their reports thereon appearing
elsewhere herein, and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
SB-2 under the Securities Act with respect to Common Stock offered by this
Prospectus. This Prospectus, filed as a part of such Registration Statement,
does not contain all of the information set forth in, or annexed as exhibits to,
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. As of the date of this
Prospectus, the Company has become subject to the reporting requirements of the
Exchange Act, and will be required to file reports, proxy and information
statements and other information with the Commission. The Company intends to
furnish its shareholders with annual reports containing audited financial
statements and such other reports as the Company deems appropriate or as may be
required by law. For further information with respect to the Company and this
offering, reference is made to the Registration Statement including the exhibits
filed therewith, which may be inspected without charge at the following offices
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549; 1400 Citicorp
Center, 500 West Madison, Chicago, Illinois 60661; and 7 World Trade Center, New
York, New York 10048. Copies of the Registration Statement and the other reports
and information referred to herein may be obtained from the Commission at its
principal office upon payment of prescribed fees. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete and, where the contract or other document has been filed as
an exhibit to the Registration Statement, each statement is qualified in all
respects by reference to the applicable document filed with the Commission.

43
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
INDEX TO FINANCIAL STATEMENTS

CONTENTS

Report of Independent Auditors....................................... F-2
Balance Sheets....................................................... F-3
Statements of Income................................................. F-4
Statements of Shareholders' Equity................................... F-5
Statements of Cash Flows............................................. F-6
Notes to Financial Statements........................................ F-7

F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Board of Directors
The Publishing Company of North America, Inc.

We have audited the accompanying balance sheets of The Publishing Company of
North America, Inc. as of December 31, 1995 and 1994, and the related statements
of income, shareholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Publishing Company of
North America, Inc. at December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Orlando, Florida
January 12, 1996,
except for Note 9, as to which the date is
March 8, 1996

F-2
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31 MARCH 31
-------------------- ----------------------
1994 1995 1995 1996
-------- -------- -------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................... $ 15,524 $286,023 $ 93,293 $ 283,515
Accounts receivable, less allowance for
doubtful accounts of $37,755 at December 31,
1995 and March 31, 1996...................... 81,395 317,012 8,751 548,952
Securities available-for-sale.................. -- 16,500 33,840 16,500
Directories in progress........................ 55,131 87,618 74,720 44,120
Other current assets........................... 15,783 16,747 6,859 9,362
-------- -------- -------- ----------
Total current assets............................. 167,833 723,900 217,463 902,449
Property and equipment, net...................... 66,383 169,200 75,756 203,211
Deferred offering costs.......................... -- -- -- 136,827
-------- -------- -------- ----------
Total assets..................................... $234,216 $893,100 $293,219 $1,242,487
-------- -------- -------- ----------
-------- -------- -------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable............................... $ 21,000 $ 73,085 $ 29,762 $ 51,056
Accrued expenses............................... -- -- -- 53,255
Deferred revenue............................... 164,570 270,257 328,192 132,488
Income taxes payable........................... -- -- -- 21,000
Deferred income taxes.......................... -- -- -- 126,110
Bridge notes................................... -- -- -- 242,222
Due to shareholder............................. 13,610 -- -- --
-------- -------- -------- ----------
Total current liabilities........................ 199,180 343,342 357,954 626,131
Promissory notes to shareholders-including
accrued interest............................... -- -- -- 269,248
Deferred income taxes............................ -- -- -- 19,000
Shareholders' equity:
Common shares, no par value: 15,000,000 shares
authorized, 2,925,000 shares issued and
outstanding in 1994 and 1995, 2,955,000
shares issued and outstanding in 1996........ 100 100 100 197,878
Unrealized loss on available-for-sale
securities....................................... -- (17,520) -- (17,520)
Retained earnings (accumulated deficit)........ 34,936 567,178 (64,835) 147,750
-------- -------- -------- ----------
Total shareholders' equity (net capital
deficiency)...................................... 35,036 549,758 (64,735) 328,108
-------- -------- -------- ----------
Total liabilities and shareholders' equity....... $234,216 $893,100 $293,219 $1,242,487
-------- -------- -------- ----------
-------- -------- -------- ----------
</TABLE>

See accompanying notes.

F-3
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
STATEMENTS OF INCOME

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31 MARCH 31
------------------------ ------------------------
1994 1995 1995 1996
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net sales.................................. $ 465,936 $1,949,266 $ 89,234 $ 978,677

Cost and expenses:
Salaries and commissions................. 190,507 817,764 82,078 312,615
Materials and printing................... 58,652 247,978 10,891 127,084
Depreciation............................. 5,955 37,723 4,549 16,936
Other operating costs.................... 168,473 280,252 44,563 195,184
---------- ---------- ---------- ----------
423,587 1,383,717 142,081 651,819
---------- ---------- ---------- ----------
Income (loss) from operations.............. 42,349 565,549 (52,847) 326,858

Other income (expense):
Loss on uncollectible note............... (100,553) -- -- --
Interest expense......................... -- -- -- (19,575)
Other.................................... 2,895 14,697 1,080 6,577
---------- ---------- ---------- ----------
Income (loss) before provision for income
taxes...................................... (55,309) 580,246 (51,767) 313,860
Provision for income taxes................. -- -- -- 166,110
---------- ---------- ---------- ----------
Net income (loss).......................... $ (55,309) $ 580,246 $ (51,767) $ 147,750
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net income per share....................... $ -- $ -- $ -- $ .05
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Shares used in computation of net income
per share................................ -- -- -- 2,955,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Pro forma data (unaudited):
Net income (loss) before pro forma
provision (benefit) for income taxes....... $ (55,309) $ 580,246 $ (51,767) $ 313,860
Pro forma provision (benefit) for income
taxes...................................... 11,850 218,700 (19,480) 118,000
---------- ---------- ---------- ----------
Pro forma net income (loss).............. (67,159) 361,546 (32,287) 195,860
Pro forma net income (loss) per share...... $ (.02) $ .12 $ (.01) $ .07
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Shares used in computation of pro forma net
income (loss) per share.................... 2,955,000 2,955,000 2,955,000 2,955,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>

See accompanying notes.

F-4
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON UNREALIZED RETAINED
STOCK LOSS EARNINGS TOTAL
-------- ---------- -------- --------
<S> <C> <C> <C> <C>
Balance at January 1, 1994........................ $ 100 $ -- $251,749 $251,849
Net loss........................................ -- -- (55,309) (55,309)
Shareholder distributions....................... -- -- (161,504) (161,504)
-------- ---------- -------- --------
Balance at December 31, 1994...................... 100 -- 34,936 35,036
Unrealized holding loss on available-for-sale
security.......................................... -- (17,520) -- (17,520)
Shareholder distributions....................... -- -- (48,004) (48,004)
Net income...................................... -- -- 580,246 580,246
-------- ---------- -------- --------
Balance at December 31, 1995...................... 100 (17,520) 567,178 549,758
Net income (unaudited).......................... -- -- 147,750 147,750
Shareholder distributions (unaudited)........... -- -- (447,178) (447,178)
Issuance of common stock (unaudited)............ 77,778 -- -- 77,778
Transfer of undistributed earnings.............. 120,000 -- (120,000) --
-------- ---------- -------- --------
Balance at March 31, 1996 (unaudited)............. $197,878 $ (17,520) $147,750 $328,108
-------- ---------- -------- --------
-------- ---------- -------- --------
</TABLE>

See accompanying notes.

F-5
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER THREE MONTHS ENDED
31 MARCH 31
-------------------- --------------------
1994 1995 1995 1996
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)................................. $(55,309) $580,246 $(51,767) $147,750
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation.................................... 5,955 37,723 4,549 16,936
Bad debt expense................................ 21,218 48,987 1,785 --
Loss on uncollectible note...................... 100,553 -- -- --
Provision for deferred income taxes............. -- -- -- 145,110
Exchange of advertising for machinery and
equipment......................................... (5,654) (11,778) -- --
Gain on sale of securities...................... (2,500) (7,713) -- --
Accretion of bridge notes....................... -- -- -- 20,000
Interest accrued on promissory notes to
shareholders...................................... -- -- -- 941
(Increase) decrease in accounts receivable...... 21,539 (284,604) 70,859 (231,940)
(Increase) decrease in directories in
progress.......................................... (23,947) (32,487) (19,589) 43,498
(Increase) decrease in other current assets..... (15,783) (964) 8,924 7,385
Increase (decrease) in accounts payable......... (61,090) 52,085 8,762 (22,029)
Increase in accrued expenses.................... -- -- -- 53,255
Increase (decrease) in deferred revenue......... 120,682 105,687 163,622 (137,769)
Increase in income taxes payable................ -- -- -- 21,000
-------- -------- -------- --------
Net cash provided by operating activities......... 105,664 487,182 187,145 64,137
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available-for-sale......... (26,563) (67,860) (33,840) --
Sales of securities available-for-sale............ 29,063 41,553 -- --
Purchases of property and equipment............... (66,684) (128,762) (13,922) (50,947)
-------- -------- -------- --------
Net cash used in investing activities............. (64,184) (155,069) (47,762) (50,947)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bridge notes and common stock....... -- -- -- 300,000
Proceeds from shareholder advances................ 15,351 -- -- --
Repayment of shareholder advances................. (40,000) (13,610) (13,610) --
Shareholder distributions......................... -- (48,004) (48,004) (178,871)
Deferred offering costs........................... -- -- -- (136,827)
-------- -------- -------- --------
Net cash used in financing activities............. (24,649) (61,614) (61,614) (15,698)
-------- -------- -------- --------
Net increase (decrease) in cash and cash
equivalents....................................... 16,831 270,499 77,769 (2,508)
Cash and cash equivalents at beginning of year.... (1,307) 15,524 15,524 286,023
-------- -------- -------- --------
Cash and cash equivalents at end of year.......... $ 15,524 $286,023 $ 93,293 $283,515
-------- -------- -------- --------
-------- -------- -------- --------
SUPPLEMENTAL CASH FLOW INFORMATION................
Shareholder distributions in satisfaction of
amounts due from shareholder.................... $161,504 $ -- $ -- $ --
-------- -------- -------- --------
-------- -------- -------- --------
Assumption of liabilities and reduction of note
receivable for accounts receivable and
directories in progress......................... $122,875 $ -- $ -- $ --
-------- -------- -------- --------
-------- -------- -------- --------
Reduction of note receivable through advances to
shareholder....................................... $ 45,808 $ -- $ -- $ --
-------- -------- -------- --------
-------- -------- -------- --------
Exchange of advertising for supplies.............. $ 2,373 $ 26,649 $ -- $ --
-------- -------- -------- --------
-------- -------- -------- --------
Distribution to shareholders in exchange for
promissory notes................................ $ -- $ -- $ -- $268,307
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>

See accompanying notes.

F-6
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
(INFORMATION AS OF MARCH 31, 1995 AND 1996
AND FOR THE THREE MONTHS THEN ENDED IS UNAUDITED)

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

The financial statements include the accounts of The Publishing Company of
North America, Inc. (the Company) and the publishing activities conducted
personally by its principal shareholder from January 1, 1994 through May 9,
1994. Subsequent to May 9, 1994 publication and related activities were
performed exclusively by the Company.

NATURE OF BUSINESS

The Company began operations on September 30, 1993. The primary business
activity of the Company is publishing membership directories for bar
associations and selling advertising in those directories. The Company markets
its directories to domestic associations with a concentration in southeastern
states. During 1995, advertising sales from the publication of two bar
directories each accounted for more than 10% of the Company's revenues.

INTERIM FINANCIAL INFORMATION

The financial information as of March 31, 1995 and 1996 and for the three
months then ended is unaudited, but includes all adjustments (consisting only of
normal recurring accruals) which in the opinion of management are necessary in
order to make the financial statements not misleading at such dates and for
those periods. Operating results for the three months ended March 31, 1996 are
not necessarily indicative of the results that may be expected for the entire
year.

CASH AND CASH EQUIVALENTS

The Company considers all highly-liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

ACCOUNTS RECEIVABLE

Accounts receivable are comprised primarily of amounts due from advertisers
in the bar association directories. Bad debt expenses are provided for in the
financial statements and have been within management's expectations.

SECURITIES AVAILABLE-FOR-SALE

Available-for-sale securities are carried at fair value, with the unrealized
gains and losses reported in a separate component of shareholders' equity.
Realized gains and losses and declines in value judged to be
other-than-temporary are included in investment income. The cost of securities
sold is based on the specific identification method. Interest and dividends are
included in investment income.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Depreciation for machinery and
equipment and office furniture and fixtures is computed using a 150% accelerated
depreciation method over the useful lives of the related assets. Leasehold
improvements are depreciated using the straight line method over the remaining
lease term. Machinery and equipment and office furniture and fixtures are
depreciated over five years.

F-7
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1995 AND 1996
AND FOR THE THREE MONTHS THEN ENDED IS UNAUDITED)

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
Expenditures for maintenance and repairs are charged to expense as incurred.
Major improvements are capitalized.

DEFERRED OFFERING COSTS

Fees and expenses incurred through March 31, 1996, related to the Company's
proposed initial public offering of its common stock have been capitalized and
will be charged against the proceeds therefrom. If the proposed offering is not
consummated, the deferred offering costs will be charged to expense.

REVENUE RECOGNITION

Revenues and related costs are recorded by the Company upon shipment of
directories. Costs accumulated under directories in progress are stated at
estimated costs, not in excess of estimated realizable value. Deferred revenue
represents amounts received from advertisers prior to shipment of the related
directories.

INCOME TAXES

From inception through December 31, 1995, the Company elected by consent of
its shareholders to be taxed under the provisions of Subchapter S of the
Internal Revenue Code. Under those The Publishing Company of North America, Inc.
provisions, the Company does not pay Federal corporate income taxes on its
taxable income. Instead, the shareholders are liable for individual federal
income taxes on the Company's taxable income. Effective January 1, 1996, the
Company terminated its S Corporation status and in connection therewith, the
Company recorded $48,110 in deferred tax liabilities as of January 1, 1996,
through a charge to the statement of income.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

ADVERTISING COSTS

The costs of advertising are expensed as incurred. For the years ended
December 31, 1994 and 1995, advertising costs included in other operating costs
were $257 and $13,762, respectively.

EARNINGS PER SHARE

Pro forma net income per share is computed based on the weighted average
number of common shares outstanding. In accordance with the Securities and
Exchange Commission requirements, common and common equivalent shares issued
during the 12-month period prior to the filing of an initial public offering
have been included in the calculation as if they were outstanding for all
periods presented using the treasury stock method and the initial public
offering price.

Historical net income per share is not considered meaningful for the periods
ended prior to January 1, 1996; accordingly, such per share information is not
presented for such periods. Pro forma net income per share for the three months
ended March 31, 1996 is provided to show the effect on the historical financial
information had the Company operated as a C Corporation since inception and
excludes the $48,110 charge to income in connection with the termination of its
S Corporation status on January 1, 1996.

F-8
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1995 AND 1996
AND FOR THE THREE MONTHS THEN ENDED IS UNAUDITED)

2. INVESTMENTS

The Company's cost of equity securities owned is $34,020 and $0 at December
31, 1995 and 1994, respectively, and $34,020 and $33,840 at March 31, 1996 and
1995, respectively. The gross unrealized loss amounts to $17,520 in 1995.

The gross realized gains on sales of available-for-sale securities totaled
$7,713 and $2,500, respectively, in 1995 and 1994. The net adjustment to
unrealized holding gains (losses) on available-for-sale securities included as a
separate component of shareholders' equity totals $(17,520) in 1995.

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31 MARCH 31
------------------- --------------------
<S> <C> <C> <C> <C>
1994 1995 1995 1996
------- -------- -------- --------
Machinery and equipment........... $55,725 $183,386 $ 66,222 $203,218
Leasehold improvements............ 10,286 11,973 10,491 12,149
Office furniture and equipment.... 6,327 17,594 9,547 17,594
Vehicle........................... -- -- -- 30,939
------- -------- -------- --------
72,338 212,953 86,260 263,900
Less accumulated depreciation..... (5,955) (43,753) (10,504) (60,689)
------- -------- -------- --------
$66,383 $169,200 $ 75,756 $203,211
------- -------- -------- --------
------- -------- -------- --------
</TABLE>

4. INCOME TAXES

From inception through December 31, 1995, the Company elected to be taxed
under the provisions of Subchapter S of the Internal Revenue Code. Under those
provisions, the Company does not pay Federal corporate income taxes on its
taxable income. Instead, the shareholders are liable for individual federal
income taxes on the Company's taxable income. Effective January 1, 1996, the
Company terminated its S Corporation status and in connection therewith, the
Company recorded $48,110 in deferred tax liabilities as of January 1, 1996,
through a charge to the statement of income.

In addition, the Company made a distribution to existing shareholders of
federal income taxes due on 1995 S Corporation income estimated to be $178,871
and issued $268,307 of notes payable to existing shareholders for S Corporation
earnings not previously declared as dividends during 1995.

For the three months ended March 31, 1996, the provision for income taxes is
as follows:

Current:
Federal....................................................... $ 18,000
State......................................................... 3,000
--------
21,000
Deferred:
Federal....................................................... 124,000
State......................................................... 21,110
--------
145,110
--------
$166,110
--------
--------

F-9
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1995 AND 1996
AND FOR THE THREE MONTHS THEN ENDED IS UNAUDITED)

4. INCOME TAXES--(CONTINUED)
A reconciliation of statutory federal income taxes to reported income taxes
for the three months ended March 31, 1996 is as follows:

(in thousands)
--------------
<S> <C>
Income taxes computed at the federal statutory rate of 34%.... $107
State income taxes, net of federal benefit.................... 11
Deferred liability from termination of S Corporation status... 48
-----
$166
-----
-----

Deferred tax liabilities are composed of the following at March 31, 1996:

(in thousands)
--------------
Current deferred tax liability:
Cash to accrual adjustment.................................. $126
Noncurrent deferred tax liability:
Tax depreciation over book.................................. 19
-----
$145
-----
-----
</TABLE>

The unaudited pro forma tax provisions, presented as if the Company were a
taxable entity for all periods presented and calculated in accordance with SFAS
No. 109, are as follows:

YEAR ENDED THREE MONTHS ENDED
DECEMBER 31 MARCH 31
------------------- --------------------
1994 1995 1995 1996
------- -------- -------- --------
<S> <C> <C> <C> <C>
Current income tax provision....................... $16,550 $166,000 $ 65,350 $ 21,000
Deferred income tax provision (benefit)............ (4,700) 52,700 (84,830) 97,000
------- -------- -------- --------
$11,850 $218,700 $(19,480) $118,000
------- -------- -------- --------
------- -------- -------- --------
</TABLE>

A reconciliation of statutory federal income taxes to reported income taxes
is as follows:
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31 MARCH 31
------------ ------------
1994 1995 1995 1996
---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C>
Income taxes computed at the federal statutory
rate of 34%..................................... $(19) $197 $(18) $107
State income taxes, net of federal benefit...... (2) 21 (2) 11
Loss on uncollectible note...................... 34 -- -- --
Other........................................... (1) 1 1 --
---- ---- ---- ----
Total income tax provision...................... $ 12 $219 $(19) $118
---- ---- ---- ----
---- ---- ---- ----
</TABLE>

F-10
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1995 AND 1996
AND FOR THE THREE MONTHS THEN ENDED IS UNAUDITED)

5. LEASE OBLIGATIONS

The Company is obligated for the rental of its office locations, under
noncancellable operating leases. The leases expire in December 1996 and may be
renewed by the Company for an additional period of three years. Approximate
future minimum lease payments due in 1996 are $45,000.

For the years ended December 31, 1995 and 1994, total rental expenses
included in other operating costs were $66,700 and $24,600, respectively. Total
rental expenses for the three months ended March 31, 1996 and 1995 were $11,670
and $14,314, respectively.

6. UNCOLLECTIBLE NOTE RECEIVABLE

In connection with the 1993 sale of a publishing business for $275,000, the
Company's principal shareholder held a note receivable in the amount of $175,000
at January 1, 1994. This amount was reduced by approximately $75,000 during 1994
through the acquisition discussed in Note 7 and cash collections directly from
customers (retained by the shareholder). Default on the loan in 1994 made it
probable that all amounts due would not be collected according to the
contractual terms of the agreement. The remaining balance of the note receivable
was written off against income in 1994.

7. ACQUISITION

In May 1994 the Company acquired, in a non-cash transaction, certain assets
and liabilities related to the publication of bar association directories from
Catalog Publishing Group, Inc. Accounts receivable and directories in progress
of approximately $103,000 and $20,000, respectively, were received in exchange
for the assumption of approximately $94,000 in liabilities and effective
repayment of $29,000 of the note receivable discussed in Note 6. The acquisition
was accounted for using the purchase method. Accordingly, the purchase price was
allocated to assets acquired based on their estimated fair values. Results of
Catalog Publishing Group, Inc.'s bar association directory operations have been
included in the results of operations since the date of acquisition.

8. RELATED PARTY TRANSACTIONS

At December 31, 1994 the principal shareholder of the Company had advanced
the Company $13,610 to fund operations. This amount was repaid in 1995.

9. SUBSEQUENT EVENTS

On March 6, 1996, the Company's shareholders authorized to amend and restate
its Articles of Incorporation affecting shareholders' equity, including (i)
increasing the number of authorized shares of common stock to 15,000,000; (ii)
changing the par value from $1 per share to no par value; and (iii) effecting a
29,250-to-1 stock split on outstanding shares. All share and per share
information in the accompanying financial statements has been restated to
reflect the effect of the change in authorized shares and split.

In March 1996, the Company's Board of Directors authorized management to
file a registration statement with the Securities and Exchange Commission to
permit the Company to sell shares of its common stock in an initial public
offering.

In March 1996, the Company borrowed $300,000 through the private placement
of units consisting of an aggregate $300,000 principal amount of Bridge Notes
and an aggregate of 30,000 shares of

F-11
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF MARCH 31, 1995 AND 1996
AND FOR THE THREE MONTHS THEN ENDED IS UNAUDITED)

9. SUBSEQUENT EVENTS--(CONTINUED)
common stock. The amount of the Bridge Notes has been reduced and shareholders'
equity increased by $77,778, representing the original issue discount based on
an estimated fair value of $3.50 per share of common stock. The Bridge Notes
bear interest at a rate of 8% per annum and are due on the earlier of the
closing of the Company's anticipated initial public offering or one year from
the date of issuance. The imputed interest rate on the Bridge Notes is 216.8%
after giving recognition to original issue discount. The discount is being
amortized using the interest method.

In March 1996, the Company's Board of Directors approved a new stock plan
with 500,000 shares of common stock available for stock options. These shares
have been reserved for future issuance.

F-12
<PAGE>
REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
The Publishing Company of North America, Inc.

We have audited the accompanying schedule of direct revenues and direct
operating expenses of Catalog Publishing Group, Inc.'s bar association directory
operations for the period January 1, 1994 through May 9, 1994. This schedule is
the responsibility of Catalog Publishing Group, Inc.'s management. Our
responsibility is to express an opinion on this schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the schedule of direct revenues and direct
operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the schedule of direct revenues and direct operating expenses. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall schedule presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the schedule referred to above presents fairly, in all
material respects, the direct revenues and direct operating expenses of Catalog
Publishing Group, Inc.'s bar association directory operations.

ERNST & YOUNG LLP

Orlando, Florida
January 31, 1996

F-13
<PAGE>
CATALOG PUBLISHING GROUP, INC.
SCHEDULE OF DIRECT REVENUES AND DIRECT OPERATING EXPENSES
PERIOD JANUARY 1, 1994 THROUGH MAY 9, 1994

Direct revenues............................................. $175,056
Direct operating expenses:
Commissions............................................... 65,667
Salaries.................................................. 11,814
Telephone................................................. 9,628
Printing and binding...................................... 17,875
--------
Total direct operating expenses............................. 104,984
--------
Direct revenues over direct operating expenses.............. $ 70,072
--------
--------
See notes to schedule.

F-14
<PAGE>
CATALOG PUBLISHING GROUP, INC.
NOTES TO SCHEDULE OF DIRECT REVENUES AND DIRECT OPERATING EXPENSES
PERIOD JANUARY 1, 1994 THROUGH MAY 9, 1994

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

BACKGROUND AND NATURE OF BUSINESS

In 1993, Catalog Publishing Group, Inc. (the Company) purchased a business
from The Publishing Company of North America, Inc.'s president engaged primarily
in the publication of bar association directories. The schedule of direct
revenues and direct operating expenses includes the direct revenues and direct
operating expenses related to the publication of these directories conducted by
the Company.

REVENUE RECOGNITION

Revenues and related costs are recorded upon publication of directories.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the schedule of direct revenues
and direct operating expenses. Actual results could differ from those estimates.

OMISSION OF OTHER EXPENSES

The schedule of direct revenues and direct operating expenses does not give
consideration to other expenses related to the publication of bar association
directories such as rent, utilities, allocation of corporate overhead, etc. as
this information is not known or reasonably available.

F-15
<PAGE>

[INTERNET HOME PAGE]

[LOGO]

THE PUBLISHING COMPANY [NEWSPAPER ARTICLE]
OF NORTH AMERICA, INC.

1-800-644-3458

A CUSTOMER SERVICE ORGANIZATION
DEDICATED TO MEETING THE COMMUNICATION NEEDS The Atlanta Lawyer, the monthly
OF ASSOCIATIONS NATIONWIDE THROUGH newsletter of the Atlanta Bar
PRINT AND ELECTRONIC MEDIA. Association

<PAGE>

================================================================================

NO DEALER, SALESPERSON OR OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE [LOGO]
COMPANY OR THE UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN THE PUBLISHING COMPANY
OFFER TO SELL OR A SOLICITATION OF AN OF NORTH AMERICA, INC.
OFFER TO BUY ANY SECURITY OTHER THAN
THE SECURITIES OFFERED BY THIS
PROSPECTUS, OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES BY ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, IMPLY
THAT THE INFORMATION IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS.

-------------------
1,000,000 SHARES OF COMMON STOCK
TABLE OF CONTENTS

PAGE
----

Prospectus Summary.................... 3
Risk Factors.......................... 7
Use of Proceeds....................... 12
Dilution.............................. 13
Capitalization........................ 15
Selected Financial Data............... 16
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 18
Business.............................. 21
Management............................ 31
Principal Shareholders................ 35
Certain Transactions.................. 36
Concurrent Offering................... 36 ----------------
Subchapter S Distributions............ 36 PROSPECTUS
Description of Securities............. 37 ----------------
Shares Eligible for Future Sale....... 39
Underwriting.......................... 41
Legal Matters......................... 43 LAIDLAW EQUITIES, INC.
Experts............................... 43
Additional Information................ 43
Index to Financial Statements......... F-1
May 17, 1996

UNTIL JUNE 11, 1996, (25 DAYS AFTER THE
DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

================================================================================