PROFORMANCE RESEARCH ORGANIZATION INC, 424B3, 1999-02-26

PROFORMANCE RESEARCH ORGANIZATION INC
424B3, 1999-02-26

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<PAGE>

Filed Pursuant to Rule 424(b)(3)
Registration Number 333-61533

PROSPECTUS

1,000,000 SHARES

PROFORMANCE RESEARCH ORGANIZATION, INC.

COMMON STOCK

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

Proformance Research Organization, Inc. ("P.R.O." or the "Company") is
offering 1,000,000 shares of Common Stock (the "Shares") for sale. The Company
has its principal executive offices at 5335 West 48th Avenue, Suite 200, Denver,
Colorado 80212, (303) 458-1000.

This is the Company's initial public offering and no public market currently
exists for the Shares. See "PLAN OF DISTRIBUTION" for the factors considered in
determining the initial public offering price. The Company will apply for
quotation of the Common Stock on the Nasdaq SmallCap Market once the Company
meets listing standards.

All proceeds from the sale of the Shares will be transmitted by noon of the
next business day following receipt thereof to a non-interest bearing escrow
account with Bank Windsor, Minneapolis, Minnesota (the "Escrow Agent"). Unless
all 1,000,000 Shares are sold by May 17, 1999 (which may be extended to as late
as August 15, 1999 by agreement of the Company and the Placement Agent), the
offering will be withdrawn and the Escrow Agent will promptly return all funds
to purchasers without deduction therefrom or interest thereon. Once you deliver
payment for Shares, that payment cannot be returned to you until the offering
period has expired and the offering has been withdrawn. See "PLAN OF
DISTRIBUTION."

THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK WITH THE POSSIBILITY
OF LOSS OF INVESTMENT, ARE SPECULATIVE SECURITIES, AND WILL RESULT IN IMMEDIATE
AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" BEGINNING ON PAGE 6 AND "DILUTION"
BEGINNING ON PAGE 11.
---------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
SELLING PROCEEDS TO THE
PRICE TO PUBLIC COMMISSIONS(1)(2)(4) COMPANY(3)(4)
<S> <C> <C> <C>
Per Share....................................... $5.00 $0.50 $4.50
Total........................................... $5,000,000 $500,000 $4,500,000
</TABLE>

(1) The Company has agreed to indemnify the Global Financial Group, Inc. (the
"Placement Agent") against certain liabilities, including liabilities under
the Securities Act of 1933.

(2) In addition, the Placement Agent will receive warrants to purchase a number
of shares equal to 10% of the number of Shares sold by the Placement Agent,
at an exercise price of $7.50 per share, expiring 5 years from the date of
sale. See "PLAN OF DISTRIBUTION."

(3) Before deducting expenses of this offering, payable by the Company and
estimated at $100,000 and non-accountable expenses payable to the Placement
Agent in the amount of 3% per Share sold, for total maximum expenses of
$250,000. See "USE OF PROCEEDS."

(4) Proformance Research Organization/Weiner, Inc. and/or Vanguard 21st Century
Weiner Inc., entities controlled by John C. Weiner Jr., one of the Company's
directors, has subscribed for all Shares remaining unsold at the end of the
offering. See "CERTAIN TRANSACTIONS--Weiner Subscription Agreement." The
Placement Agent is not entitled to receive any selling commission on the
sale of any such shares. See "PLAN OF DISTRIBUTION."

GLOBAL FINANCIAL GROUP, INC.
100 WASHINGTON SQUARE, SUITE 1319
MINNEAPOLIS, MN 55401
1-800-321-1894

FEBRUARY 16, 1999
AS AMENDED FEBRUARY 25, 1999
<PAGE>

[PHOTOS]

<PAGE>

ADDITIONAL INFORMATION

The Company has not previously been subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form SB-2
(including amendments thereto, the "Registration Statement") under the
Securities Act with respect to the Securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information
with respect to the Company and the Securities, you should review the
Registration Statement and the exhibits and schedules thereto. Statements
made in this Prospectus regarding the contents of any contract or document
filed as an exhibit to the Registration Statement are not necessarily
complete. You should review the copy of such contract or document so filed.
The Registration Statement and the exhibits and the schedules thereto filed
with the Commission may be inspected, without charge, at the office of the
Commission at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549.
Copies of such materials may also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, NW, Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements, and other information regarding issuers
that file electronically with the Commission at http://www.sec.gov.

As a result of this offering, the Company will become subject to the
reporting requirements of the Exchange Act, and in accordance therewith will
file periodic reports, proxy statements, and other information with the
Commission. The Company will furnish its shareholders with annual reports
containing audited financial statements certified by independent public
accountants following the end of each fiscal year, proxy statements, and
quarterly reports containing unaudited financial information for the first
three quarters of each fiscal year following the end of such fiscal quarter.

For California Residents:

OFFERS AND SALES IN THIS OFFERING IN CALIFORNIA MAY ONLY BE MADE TO
INVESTORS WHO HAVE MINIMUM ANNUAL GROSS INCOMES OF AT LEAST $65,000 AND
MINIMUM NET WORTHS OF AT LEAST $250,000, OR, IN THE ALTERNATIVE, TO INVESTORS
WHO HAVE NET WORTHS OF AT LEAST $500,000 REGARDLESS OF ANNUAL GROSS INCOMES.
NET WORTH IS TO BE DETERMINED EXCLUSIVE OF EQUITY IN THE INVESTOR'S HOME,
HOME FURNISHINGS, AND AUTOMOBILES. A FURTHER SUITABILITY STANDARD IS THAT THE
INVESTOR'S TOTAL PURCHASE NOT EXCEED 10% OF HIS OR HER NET WORTH.

For New Jersey Residents:

OFFERS AND SALES IN THIS OFFERING IN NEW JERSEY MAY ONLY BE MADE TO
ACCREDITED INVESTORS AS DEFINED IN RULE 501 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. UNDER RULE 501, TO BE AN ACCREDITED INVESTOR AN INDIVIDUAL MUST
HAVE (A) A NET WORTH OR JOINT NET WORTH WITH SUCH INDIVIDUAL'S SPOUSE OF MORE
THAN $1,000,000 OR (B) INCOME OF MORE THAN $200,000 IN EACH OF THE TWO MOST
RECENT YEARS OR JOINT INCOME WITH SUCH INDIVIDUAL'S SPOUSE OF MORE THAN
$300,000 IN EACH OF THOSE YEARS AND A REASONABLE EXPECTATION OF REACHING THE
SAME INCOME LEVEL IN THE CURRENT YEAR. OTHER STANDARDS APPLY TO INVESTORS WHO
ARE NOT INDIVIDUALS. THERE WILL BE NO SECONDARY SALES OF THE SECURITIES TO
PERSONS WHO ARE NOT ACCREDITED INVESTORS FOR 90 DAYS AFTER THE DATE OF THIS
OFFERING BY THE UNDERWRITER AND SELECTED DEALERS.

3
<PAGE>

PROSPECTUS SUMMARY
THE COMPANY

Proformance Research Organization, Inc. ("P.R.O." or the "Company")
earns revenue from three sources: (1) providing golf instruction services to
recreational golfers wishing to improve their game; (2) training of golf
instructors for certification and to maintain accreditation with the
Professional Golf Association of America (the "PGA"); and (3) sales of golf
related products such as instructional materials and golf equipment, either
produced by the Company or as a reseller of products produced by third
parties. P.R.O. provides golf instruction through three primary avenues - (1)
golf schools located at independent resorts, to which students generally
travel for intensive 2-4 day programs ("Destination Golf Schools"), (2)
franchised learning centers designed to cater primarily to local clientele
for hourly lessons ("Learning Centers") and (3) training of golf instructors
for teaching certification, which training is conducted at P.R.O.
headquarters, Destination Golf Schools and Learning Centers.

P.R.O. currently has eight Destination Golf Schools under contract
for full or partial year operation, seven of which are currently operating
and one of which is scheduled to open in March 1999. In addition, P.R.O. is
currently operating two Learning Centers. P.R.O. leases the facilities for
its Destination Golf Schools at existing golf courses or resorts. This
arrangement permits P.R.O. to offer first rate golf facilities at relatively
low facilities cost and enables P.R.O. to take advantage of the course's or
resort's marketing efforts, visibility and facility quality. P.R.O. currently
markets its own line of instructional video tapes and booklets, tied to the
curriculum taught at its Destination Golf Schools and Learning Centers.
P.R.O. recently signed an agreement to market, on a non-exclusive basis, the
FILA line of golf clubs, bags, hats, gloves and umbrellas. In addition,
P.R.O. will be utilizing the Slazenger-Registered Trademark- Fitting System
at P.R.O. facilities for the purposes of distributing custom fit putters to
P.R.O. students.

P.R.O. believes that it is distinguished from its competitors on the
basis of the quality of its facilities, its unique curriculum, and its
experienced management team and staff. P.R.O.'s curriculum is geared toward
the marketing premise that ideas accepted on the professional golf tours are
accepted by recreational golfers. The basis of P.R.O.'s curriculum is
physical fitness and focus on the mental approach to the game, which the
Company believes are currently popular among golfers on the professional
tours.

P.R.O., Proformance Research Organization, CGT, and CGTA are registered
trademarks of the Company. This prospectus may contain other trade names and
trademarks of the Company.

The Company was founded in Colorado in 1991 under the name World
Associates, Inc. and was reincorporated in Delaware effective July 31, 1998
under the name Proformance Research Organization, Inc. (the
"Reincorporation"). P.R.O. Property, Inc., a Colorado corporation ("PPI"), is
a wholly-owned subsidiary of the Company. All references to the Company
herein include the predecessor corporation and PPI.

This section is a summary only. You should review the more detailed
information and the financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Unless otherwise indicated, the
information herein (i) assumes no exercise of the Placements Agent's
over-allotment option, (ii) has been adjusted to reflect conversion ratios of
2.8-to-1 for the Common Stock and 3.5-to-1 for the Series A and Series B
Preferred Stock in the Reincorporation, and (iii) has been adjusted to
reflect the conversion of all outstanding shares of Series A and Series B
Preferred Stock into Common Stock upon the Closing of the offering.

<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company..... 1,000,000 shares

Common Stock to be outstanding
after the offering...................... 4,987,300 shares (1)

Use of proceeds......................... Estimated net proceeds of $4,250,000 to
be used for site development expenses;
advertising, repayment of short-term
debt, site start-up costs, acquisitions,
product inventory, and working capital.
The report of the independent auditors
contains a going concern qualification
due to operating losses incurred in
recent years, the stockholders'
deficiency, and negative working
capital. See "RISK FACTORS," "USE OF
PROCEEDS," and the Financial Statements.
</TABLE>

SUMMARY SELECTED FINANCIAL INFORMATION

You should review the information shown below together with the
Company's historical audited financial statements and the notes thereto
appearing elsewhere in this Prospectus. The interim period information is not
necessarily indicative of the Company's results for the remainder of the
year. See the Financial Statements.

<TABLE>
<CAPTION>
TEN MONTHS ENDED OCTOBER 31, YEAR ENDED DECEMBER 31,
----------------------------- -----------------------------
1998 1997 1997 1996
----------- ------------ ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING DATA:
Revenues ................................ $ 423,523 $ 102,850 $ 119,072 $ 188,455
Gross profit ............................ $ 208,491 $ 66,191 $ 23,527 $ 181,204
Net loss ................................ $(1,235,790) $ (592,246) $ (692,998) $ (349,004)
Net loss per share ...................... $ (1.37) $ (0.68) $ (0.798) $ (0.418)

</TABLE>
<TABLE>
OCTOBER 31, 1998 DECEMBER 31,
------------------------------- ------------
ACTUAL AS ADJUSTED(2) 1997
----------- -------------- ------------
(UNAUDITED)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficiency) ............ $ (890,665) $ 2,809,335 $ (169,137)
Total assets ............................ $ 142,958 $ 3,842,958 $ 68,110
Total liabilities ....................... $ 1,371,050 $ 821,050 $ 559,338
Shareholders' equity (deficiency) ....... $(1,228,092) $ 3,021,908 $ (491,228)

</TABLE>

(1) Based on the Company's capitalization as of October 31, 1998. Excludes
242,200 shares issuable upon conversion of debt outstanding at October 31,
1998. See Note 6 of Notes to Audited Consolidated Financial Statements.
Also excludes 90,000 shares issuable upon exercise of warrants
outstanding at October 31, 1998.

(2) Adjusted to reflect the sale of 1,000,000 shares offered by the Company,
based on an initial public offering price of $5.00 per share, after
deducting estimated commissions and offering expenses, and the application
of the net proceeds therefrom. Assumes no conversion of the current
outstanding bonds of the Company.

<PAGE>

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, YOU
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING AN
INVESTMENT IN THE COMMON STOCK OFFERED HEREBY. THIS OFFERING INVOLVES
SUBSTANTIAL RISKS ASSOCIATED WITH THE COMPANY AND ITS BUSINESS INCLUDING,
AMONG OTHERS, RISKS ASSOCIATED WITH SUBSTANTIAL INDUSTRY COMPETITION,
INSUFFICIENT REVENUES, AND A LIMITED OPERATING HISTORY.

GOING CONCERN QUALIFICATION; SPECULATIVE SECURITIES; LIMITED OPERATING
HISTORY. Investing in the shares of Common Stock offered hereby (the
"Shares") is highly speculative and involves a high degree of risk. The
Company has an extremely limited operating history. The Company had revenues
of approximately $188,000 in 1996, $119,000 in 1997 and $423,500 in the ten
months ending October 31, 1998. Prior to that time, the Company had no
operations related to its current business and had only limited operations
related to a discontinued line of business. The Company had net losses of
approximately $349,000 in 1996, $693,000 in 1997 and $1,235,800 in the ten
months ended October 31, 1998. To date, the Company has not achieved an
operating profit. As of October 31, 1998, the Company had an accumulated
deficit of $2,606,413 (unaudited) and a stockholders' deficiency of
$1,228,092 (unaudited). The report of the Company's auditors on the financial
statements for the last fiscal year raised substantial doubt about the
Company's ability to continue as a going concern. The limited operating
history makes it difficult to predict the Company's future performance. The
Company cannot give any assurance that it will be able to continue as a going
concern if it cannot be profitable enough to repay its short-term and
long-term debt. The Company has made a strategic decision to open several
sites for its Destination Golf Schools and Learning Centers, despite the fact
that there are significant overhead expenses associated with opening multiple
sites. The resulting overhead expenses increase the amount of revenue
required to achieve profitability. The Company cannot give any assurance that
it will ever achieve an operating profit in any period, or that any
profitability that may be achieved in the future can be sustained. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" and the Financial Statements.

SIGNIFICANT LEVERAGE; DEBT SERVICE. As of October 31, 1998, the Company
has outstanding long-term debt of $346,000 and short-term notes payable of
$619,500. Although a significant portion of the long-term debt is convertible
into Common Stock of the Company, there can be no assurance that the holders
of such debt will elect to convert. The degree to which the Company is
leveraged could materially and adversely affect the Company's ability to
obtain future financing for working capital, site development, or other
purposes, and could make it more vulnerable to the effects of adverse weather
conditions, industry downturns, and competitive pressures. Whether the
Company will be able to meet its debt service obligations will depend upon
the Company's future performance, which will be subject to financial,
business, and other factors affecting the operations of the Company, many of
which are beyond its control. The Company will require substantial amounts of
cash to fund scheduled payments of principal of and interest on such
indebtedness, future capital expenditures, and any increased working capital
requirements. If the Company is unable to meet its cash requirements out of
cash flow from operations, it may not be able to obtain alternative
financing. If no such financing is obtained, the Company may not be able to
respond to changing business and economic conditions, to acquire and develop
future sites, to absorb adverse operating results, or to fund capital
expenditures or increased working capital requirements. If the Company fails
to pay its debt according to the terms, the Company will be in default on its
debt and other obligations as well. See the Financial Statements.

COMPETITION. The golf instruction market is highly fragmented, with
lessons available at a vast number of local golf courses, driving ranges and
golf shops, as well as a large number of destination golf schools. The
Company's Destination Golf Schools and Learning Centers compete with all of
these sources of golf instruction. Shaw Guides, an Internet travel
information source that compiles golf instruction facilities, lists hundreds
of different sources of golf instruction in the U.S. Many of the local sites
with which P.R.O.'s schools compete have greater local name recognition and
resources than the Company. P.R.O.'s Destination Golf Schools compete with
several destination golf schools operated throughout the U.S., including John
Jacobs Golf Schools, David Leadbetter Golf Academy, Nicklaus/Flick Game
Improvement, Arnold Palmer Golf Academy, and Golf Digest Schools. Many of the
schools with which the Company's Destination Golf Schools compete have
greater resources, a larger number of sites, more prestigious locations, or
affiliations with well-known and respected golfers or golf instructors than
the Company. For example, John

<PAGE>

Jacobs Golf Schools has 30 schools and Golf Digest Schools offer instruction
at 15 sites. While the Company's management believes that the Company's
program is unique in its emphasis on the mental approach to golf and its
emphasis on physical conditioning, there can be no assurances that the
Company will be able to compete in the marketplace. See "BUSINESS -
Competition."

DEPENDENCE ON KEY PERSONNEL. The Company is heavily dependent upon the
efforts of its President, William D. Leary. See "MANAGEMENT." Currently, Mr.
Leary is responsible for identifying and contracting with potential
distributors and certified trainers and for evaluating potential new
products. The loss of Mr. Leary's services could have a material adverse
effect on the Company. Although the Company currently has an employment
agreement with Mr. Leary, there can be no assurance that the Company will be
successful in retaining Mr. Leary, or will be successful in attracting and
retaining qualified personnel of the requisite caliber or in the requisite
numbers to enable the Company to conduct its business as proposed. The
Company does not have any key man life insurance on Mr. Leary.

DISCRETION REGARDING USE OF PROCEEDS; FUTURE CAPITAL REQUIREMENTS.
Although the Company intends to use the proceeds of the offering in the
manner set forth under "USE OF PROCEEDS," the specific timing and manner of
using the proceeds will be at the discretion of the Company's Board of
Directors. The Company currently has limited capitalization and, without
receiving the proceeds of this offering, will be restricted in the
implementation of its strategy. Additional equity or debt financing may be
required to implement future portions of the Company's strategy. In the event
that the Company conducts an additional offering of stock or convertible
debt, private or public, significant dilution to purchasers of Shares in this
offering may occur. There can be no assurance that such capital will be
available to the Company, or will be available on acceptable terms. Inability
to obtain necessary capital on favorable terms may have significant adverse
consequences, such as inability of the Company to achieve its business plan
or even insolvency of the Company. See "USE OF PROCEEDS."

SEASONALITY; RISK OF INCLEMENT WEATHER. Throughout much of the U.S., the
golf business is seasonal, operating primarily in the summer and additionally
in the spring and fall. However, in much of the Southern United States, golf
is played either year-round or all year except for the summer. This is
primarily due to an outdoor playing season limited by inclement weather or
excessive heat. The Company believes that business at its Destination Golf
Schools will be seasonal with increased activity in the winter as students
take winter vacations to warm weather destinations, and decreased activity in
the summer. In particular, the Company expects decreased revenues from
Destination Golf School operations in May and September each year. The
Company closes down many of its warm weather sites in May, with the staff of
those sites moving to a summer site, and closes its summer sites in September
with the staff returning to their warm weather sites. In each case, there is
expected to be a one week lag between when one site closes and the other site
opens. Of the Company's eight current Destination Golf Schools, three
facilities will close during the summer (Phoenix, Tucson and Las Vegas), two
will be open only during the summer (Keystone, Colorado and Lake Okoboji,
Iowa), one site will be open for five months from late spring to early fall
(Huff House, New York) and the remaining two will be open year-round (San
Diego and St. Petersburg). Also, the Company's operations are subject to the
effects of inclement weather from time to time even during the seasons that
they are open. In particular, in January and February 1998, the Company's
facility in Phoenix was closed for an unusually high number of days and the
opening of the Company's facilities in San Diego and St. Petersburg were
delayed due to the effects of El Nino. The timing of any new facility
openings, the seasons any such facilities are open, the effects of unusual
weather patterns and the seasons in which students are inclined to attend
golf schools are expected to cause the Company's future results of operations
to vary significantly from quarter to quarter. Accordingly, period-to-period
comparisons will not necessarily be meaningful and should not be relied on as
indicative of future results. In addition, the Company's business and results
of operations could be materially and adversely affected by future weather
patterns that cause its sites to be closed, either for an unusually large
number of days or on particular days on which the Company had booked a
special event or a large number of students. Because most of the students at
the Company's Destination Golf Schools attend the school on vacation, the
student may not be able to or interested in rescheduling attendance at one of
the Company's sites. As a result, student-days lost to inclement weather may
truly represent a loss, rather than merely a deferral, of revenue. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - Seasonality."

MANAGEMENT OF GROWTH. The Company currently is experiencing a period of
rapid and substantial growth that has placed, and is expected to continue to
place, a strain on the Company's administrative and operational
infrastructure.

<PAGE>

The number of Company employees has increased from 11 full-time employees at
January 31, 1996 to 17 full-time employees at October 31, 1998. The number of
sites has increased from one Destination Golf School and no Learning Centers
in June 1997 to seven Destination Golf Schools (with one additional
Destination Golf School under development scheduled to open in March 1999)
and two Learning Centers at October 31, 1998. The Company's ability to manage
its staff and growth effectively will require continued improvement in its
operational, financial and management controls, reporting systems and
procedures. In this regard, the Company is currently updating its management
information systems to integrate financial and other reporting among the
Company's multiple domestic and foreign offices. In addition, the Company
intends to continue to increase its staff and to continue to improve
financial reporting and controls for the Company's operations. There can be
no assurance that the Company will be able to successfully implement
improvements to its management information and control systems in an
efficient or timely manner or that, during the course of this implementation,
deficiencies in existing systems and controls will be discovered. If
management of the Company is unable to manage growth effectively, the
Company's business, results of operations and financial condition will be
materially and adversely affected. See "BUSINESS."

LACK OF SUFFICIENT DISINTERESTED INDEPENDENT DIRECTORS. The Company has
entered into several transactions with its officers, directors, and principal
shareholders. The Board of Directors, which authorized the transactions,
consists of Mr. Leary, the President of the Company, and two other directors,
both of whom are shareholders of the Company. While the Company believes that
these transactions are on terms that are no less favorable to the Company
than those that could be obtained from unaffiliated third parties, it cannot
be stated that the transactions were approved by a majority of independent
disinterested directors. See "MANAGEMENT" and "CERTAIN TRANSACTIONS."

VOTING CONTROL. Upon completion of the offering, the Company's
President, William D. Leary, will have voting control over approximately
37.2% of the Company's voting stock. See "PRINCIPAL STOCKHOLDERS." One or
more entities controlled by one of the Company's directors has subscribed for
all Shares remaining unsold at the end of the offering. See "CERTAIN
TRANSACTIONS - Weiner Subscription Agreement." If such entities purchased all
of the Shares offered hereby, Mr. Weiner would own beneficially 21.1% of the
Company's voting stock, and Messrs. Leary and Weiner would own beneficially a
total of 58.3% of the Company's voting stock, excluding shares sold pursuant
to the over-allotment option, sold pursuant to the exercise of outstanding
warrants, and issued upon conversion of bonds. Consequently, Mr. Leary and
Mr. Weiner may be able to control Company policy and the management of the
Company's affairs. There can be no assurance that Mr. Leary and Mr. Weiner
will vote in accordance with the wishes of investors in the Shares, or that
Mr. Leary's views on management and operation of the Company will be the same
as the views of investors in the Shares.

ARBITRARY OFFERING PRICE; LACK OF PUBLIC MARKET FOR THE SECURITIES.
There is currently no public market for the Shares and there can be no
assurance that a market for the Company's stock will develop. Prior to this
offering, there has been no public market for the Company's Common Stock.
Consequently, the initial public offering price has been determined
arbitrarily by the Company and the Placement Agent. There can be no assurance
that an active public market for the Common Stock will develop or be
sustained after the offering or that, if a market develops, the market price
of the Common Stock will not decline below the initial public offering price.
One or more entities controlled by a director of the Company has agreed to
subscribe for, prior to the end of the offering period, the number of Shares
then unsold in the offering. Sale of few Shares of Common Stock in the
offering to investors other than such entities, and such Shares being sold to
a small number of holders, could result in few Shares of Common Stock being
available for public trading and a small number of holders of such Shares. In
such circumstances, it would be very difficult for an active trading market
to develop in the Shares. See "CERTAIN TRANSACTIONS - Weiner Subscription
Agreement."

POSSIBLE VOLATILITY OF STOCK PRICE. The stock market has from time to
time experienced significant price and volume fluctuations that may be
related or unrelated to the operating performance of particular companies.
These broad market fluctuations may adversely affect the market price of the
Company's Common Stock. In addition, the market price of the shares of Common
Stock of the Company may be highly volatile. Factors such as a small market
float, fluctuations in the Company's operating results, failure to meet
analysts' expectations, announcements of major developments by the Company or
its competitors, developments with respect to the Company's markets, changes
in stock market analyst recommendations regarding the Company, its
competitors or the industry generally, and general market conditions may have
a significant effect on the market price of the Company's Common Stock.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE. Sales of a substantial number of shares
of Common Stock after this offering could adversely affect the market price
of the Common Stock and could impair the Company's ability to raise
additional capital through the future sale of equity securities. Upon
completion of this offering the Company will have 4,987,300 shares of Common
Stock outstanding based on its capitalization as of October 31, 1998, which
reflects the conversion of all outstanding shares of Series A and Series B
Preferred Stock into Common Stock upon the completion of this offering but
does not give effect to the exercise of the Placements Agent's over-allotment
option. In addition, the Company will have outstanding warrants to purchase
90,000 shares of Common Stock, and 242,200 shares of Common Stock will be
issuable upon conversion of certain long-term debt, at the election of the
holders thereof. Pursuant to an agreement with Sunkyong U.S.A., the Company
may also become obligated to issue up to 320,000 shares of Common Stock. See
"BUSINESS -International Operations." Of the 4,987,300 shares to be
outstanding after the offering, the 1,000,000 shares offered hereby will be
freely tradeable without restriction under the Securities Act of 1933, as
amended (the "Securities Act"), unless they are held by "affiliates" of the
Company as that term is used in Rule 144 under the Securities Act.

The remaining 3,987,300 outstanding shares are "restricted securities"
within the meaning of Rule 144 and may be resold only in compliance with that
Rule. The holders of 3,687,500 of these shares have agreed with the Company
that they will not sell their shares until 12 months from the completion of
this offering. Of the shares that are not subject to this "lock-up"
arrangement, 80,650 would become eligible for sale under Rule 144 upon the
date of this Prospectus, 10,500 would become eligible in December 1998,
27,750 would become eligible in March 1999, 65,200 in April 1999, 40,250 in
May 1999, and the remainder thereafter. Prior to this offering, there has
been no public market for the Common Stock of the Company, and any sale of
substantial amounts in the open market may adversely affect the market price
of the Common Stock offered hereby. See "DESCRIPTION OF CAPITAL STOCK -
Common Stock" and "SHARES ELIGIBLE FOR FUTURE SALE."

APPLICABILITY OF "PENNY STOCK RULES." Federal regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), regulate
the trading of so-called "penny stocks" (the "Penny Stock Rules"), which are
generally defined as any security not listed on a national securities
exchange or Nasdaq, priced at less than $5.00 per share and offered by an
issuer with limited net tangible assets and revenues. In addition, equity
securities listed on Nasdaq which are priced at less than $5.00 per share are
deemed penny stocks for the limited purpose of Section 15(b)(6) of the
Exchange Act, which makes it unlawful for any broker-dealer to participate in
a distribution of any penny stock without the consent of the Securities and
Exchange Commission if, in the exercise of reasonable care, the broker-dealer
is aware of or should have been aware of the participation of previously
sanctioned person. Therefore, if, the Common Stock were to be quoted on the
Nasdaq Small Cap Market and priced below $5.00 per share, trading of the
Common Stock would be subject to the provisions of Section 15(b)(6) of the
Exchange Act. In such event, it may be more difficult for the broker-dealer
to sell the Common Stock and purchasers of the Shares offered hereby may have
difficulty in selling their Shares in the future in the secondary market.

Accordingly, if the Company's Common Stock trades at less than $5.00 per
share, it will be deemed to be a "penny stock."

IMMEDIATE AND SUBSTANTIAL DILUTION. The initial public offering price of
the Shares does not necessarily bear any relationship to assets, book value
or net worth of the Company, or any other generally recognized criteria of
value. The price for the Common Stock was established arbitrarily by the
Company and the Placement Agent. Purchasers in the offering will suffer
immediate and substantial dilution of $4.40 per share or approximately 88% of
the offering price of the Shares. See "DILUTION."

DEPENDENCE ON DESTINATION GOLF SCHOOL AND LEARNING CENTER LEASES. The
Company currently has lease contracts with eight Destination Golf Schools and
two Learning Centers. The Company's revenue potential is limited by the
number of students it can accommodate at its sites. In addition, the Company
believes that location is the most

9
<PAGE>

important factor for a golfer in choosing a golf school. If the Company is
not able to renew such leases, at all or on favorable terms, the Company's
revenue potential could be greatly diminished, due to both a reduction in the
total number of students it can accommodate and due to a reduction in the
number and variety of sites it offers. Inability to renew its site leases on
favorable terms or find suitable replacement facilities could have a material
adverse effect on the Company's financial condition and results of
operations. See "BUSINESS."

POTENTIAL LOSS OF PGA OF AMERICA RECOGNITION. The Company's golf schools
have been recognized by the Professional Golfers Association of America (the
"PGA"), which allows the Company to employ, and in turn offer instruction by,
PGA-accredited teachers. The PGA is entitled to withdraw this recognition at
any time, without cause, to impose conditions on such recognition, or to
change the terms of such recognition. Any such change in the status of PGA
recognition of the Company's golf schools could impair the Company's ability
to retain qualified instructors in the numbers necessary to staff its
Destination Golf Schools and Learning Centers, and could negate the Company's
ability to train golf instructors for PGA certification. Loss, or change in
the terms or status, of PGA recognition of the Company's golf schools could
have a material adverse effect on the Company's business, financial condition
and results of operations. See "BUSINESS."

POTENTIAL INABILITY TO LIST OR DELISTING OF COMMON STOCK ON NASDAQ
SMALLCAP MARKET. Based on the assumed initial public offering price of $5.00
per share, and after application of the estimated net proceeds from the
offering, the Company will be unable to meet certain initial listing criteria
for the Nasdaq SmallCap Market unless the Shares covered by the
over-allotment option are sold. Even if the Company is able to list the
Common Stock on the Nasdaq SmallCap Market, it could be delisted. If the
price of the Common Stock decreases from the initial public offering price,
or if the Company continues to incur losses, it is possible that, in the near
future, the Company could fall below the minimum price, aggregate value of
market float, or net tangible assets criteria. If the Company's Common Stock
is delisted from the Nasdaq SmallCap Market, liquidity of the Company's stock
could be materially and adversely affected. The Company anticipates that
immediately upon the completion of this offering, it will seek quotation
on the OTC Bulletin Board through one or more market makers for its stock.

"BEST EFFORTS, ALL OR NONE" OFFERING. The Shares offered hereby are being
offered on a "best efforts" "all or none" basis. Unless all 1,000,000 Shares
are sold within 90 days from the date of this Prospectus (which may be extended
for up to 90 additional days by mutual agreement between the Company and the
Placement Agent), the offering will be withdrawn and the Escrow Agent will
promptly return all funds to purchasers without deduction therefrom or
interest thereon. A purchaser's payment tendered to the Escrow Agent cannot
be returned to the investor until the offering period has expired and the
offering has been withdrawn. Proformance Research Organization/Weiner, Inc.
and/or Vanguard 21st Century Weiner Inc., entities controlled by John C.
Weiner Jr., one of the Company's directors, has subscribed for all Shares
remaining unsold at the end of the offering. See "Plan of Distribution."

IMPACT OF THE YEAR 2000. The Company uses software in its financial,
reservation processing and administrative operations. While the Company has
been informed by substantially all of its business application software
suppliers that their software is Year 2000 compliant, there can be no
assurances that Year 2000 problems will not occur with respect to the
Company's computer systems. In addition, the Year 2000 problem may affect
other entities with which the Company transacts business or on which students
of its golf schools depend, such as airlines and hotels. The Company cannot
predict the effect of the Year 2000 problem on such entities or its
consequent impact on the Company. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Impact of the Year 2000."

<PAGE>

DILUTION

As of October 31, 1998, the Company had an unaudited net tangible book
value of $(1,233,260) or $(0.31) per share of Common Stock. Net tangible book
value per share of Common Stock represents total tangible assets reduced by
total liabilities, divided by the number of outstanding shares of Common
Stock. Without taking into account any changes in net tangible book value
after October 31, 1998, after giving effect to the sale by the Company of the
1,000,000 Shares offered hereby for net proceeds of $4,250,000, the pro forma
net tangible book value of the Company's Common Stock at October 31, 1998
would have been $3,016,740 or $0.60 per share. Accordingly, after the
offering, the net tangible book value of the shares of Common Stock held by
the present shareholders would have increased $0.91 per share. Concurrently,
new investors purchasing Shares in this offering would suffer substantial
immediate dilution of $4.40 per share.

The following table illustrates the foregoing dilution of a new investor's
equity in a share of Common Stock:

<TABLE>
<S> <C> <C>
Offering price per share of Common Stock ........................ $ 5.00

Net tangible book value per common share before offering ........ $ (0.31)

Increase per share attributable to new investors ................ $ 0.91

Pro forma net tangible book value per common
share after offering .......................................... $ 0.60

Dilution per common share to new investors ...................... $ 4.40

Percentage Dilution ............................................. 88%

</TABLE>

The following table sets forth, as of October 31, 1998, a comparison of
the respective investment and equity of the current shareholders and
investors purchasing Shares in this offering.

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
-------------------- ---------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
--------- ------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C>
Existing shareholders ... 3,987,300 79.9% $1,378,321 21.6% $ 0.35

New investors ........... 1,000,000 20.1% 5,000,000 78.4% $ 5.00
--------- ----- ---------- -----
Total ................... 4,989,300 100.0% $6,378,321 100.0%
--------- ----- ---------- -----
--------- ----- ---------- -----

</TABLE>

<PAGE>

USE OF PROCEEDS

The net proceeds to the Company are estimated to be $4,250,000 after
deducting estimated legal, accounting, and other offering expenses estimated
at $100,000, a 10% selling commission on all of the Shares, and a 3%
non-accountable expense allowance payable to the Placement Agent. To the
extent that more Shares are sold to entities controlled by a director of the
Company for which the Placement Agent will not be paid a selling commission
or expense allowance, the net proceeds will be increased. See "PLAN OF
DISTRIBUTION." The Company intends to use the net proceeds as follows:

APPLICATION OF PROCEEDS AMOUNT PERCENT
------------ -------
<S> <C> <C>
Site Development Expenses (1)................................ $ 1,000,000 23.5%
Advertising (2).............................................. 1,000,000 23.5%
Short-Term Debt (3).......................................... 550,000 12.9%
Site Start-Up Costs (4)...................................... 500,000 11.8%
Acquisitions (5)............................................. 500,000 11.8%
Product Inventory (6)........................................ 300,000 7.1%
Working capital (7).......................................... 400,000 9.4%
------------ -----
Total........................................................ $ 4,250,000 100.0%
------------ -----
------------ -----
</TABLE>

- --------------------
(1) To cover the estimated costs of a new golf practice facility which is
proposed to be constructed in the southwestern United States. See "BUSINESS
- Golf Course Development and Management Strategy."

(2) To cover the cost of advertising and promotions in local, regional, and
national publications, on television, attendance at trade shows, and direct
marketing. See "BUSINESS - Marketing."

(3) To repay loans which bear interest at 8% and 10%, made by various third
party lenders. All of the loans are unsecured. See "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity
and Capital Resources."

(4) To cover the costs of opening new facilities, which are primarily staff and
instructor salaries and rent paid to the resort. See "BUSINESS -
Acquisitions and Site Start-Up Costs."

(5) The Company proposes to acquire existing golf school operations. See
"BUSINESS - Acquisitions and Site Start-Up Costs."

(6) The Company intends to have equipment for custom club fitting at all
Destination Golf Schools and Learning Center locations, as well as teaching
aids, and other golf-related goods such as clothing and gloves. See
"BUSINESS - Product Sales."

(7) The Company does not intend to use any portion of amounts allocated for
working capital to pay officers' salaries.

These allocations indicate the Company's present intentions for the use
of proceeds. However, future events may require a change in the allocation of
funds. Any changes in proposed expenditures will be made at the discretion of
the Board of Directors of the Company.

The proceeds from any exercise of the Placement Agent's over-allotment
option and warrants will be added to working capital.

Pending such uses, the Company intends to invest the proceeds from this
offering in short term, investment-grade, interest bearing securities.

<PAGE>

CAPITALIZATION

The following table sets forth the current liabilities, long-term debt
and capitalization of the Company as of October 31, 1998, and as adjusted to
give effect to (1) the sale by the Company of 1,000,000 Shares offered hereby
at an offering price of $5.00 per Share, (2) the application of the net
proceeds of $4,250,000, and (3) the conversion of all outstanding shares of
Series A and Series B Preferred Stock into Common Stock upon the closing of
the offering. The table should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
OCTOBER 31, 1998
--------------------------
(UNAUDITED)
ACTUAL ADJUSTED
----------- -----------

<S> <C>
Current liabilities ................................................................ $ 985,960 $ 435,960
----------- -----------
----------- -----------
Long-term debt ..................................................................... $ 346,000 $ 346,000
----------- -----------
Stockholders' deficiency:
Preferred stock, Series A, convertible, cumulative, $.0001 par value per
share, 500,000 shares authorized,
216,600 shares issued and outstanding (1) .................................... 1,083,390 --
Preferred stock, Series B, convertible, cumulative,
$.0001 par value per share, 500,000 shares authorized,
185,200 shares issued and outstanding ........................................ 212,800 --
Common stock, $.0001 par value per share;
10,000,000 shares authorized, 2,581,000 shares issued,
4,987,300 issued as adjusted for the offering (1) ............................ 82,131 5,628,321
Accumulated deficit ............................................................. (2,606,413) (2,606,413)
----------- -----------
Total stockholders' equity ......................................................... (1,228,092) 3,021,908
----------- -----------
Total capitalization ............................................................... $ (882,092) $ 3,367,908
----------- -----------
----------- -----------
</TABLE>

- -------------------
(1) Does not reflect the issuance of additional shares of Series A Preferred
Stock and Common Stock subsequent to October 31, 1998.

DIVIDEND POLICY

The Company does not anticipate paying dividends on the Common Stock at
any time in the foreseeable future. The Company's Board of Directors plans to
retain earnings for the development and expansion of the Company's business.
The Board of Directors also plans to regularly review the Company's dividend
policy. Any future determination as to the payment of dividends will be at
the discretion of the Board of Directors of the Company and will depend on a
number of factors, including future earnings, capital requirements, financial
condition and such other factors as the Board of Directors may deem relevant.
The Company is not restricted by any contractual agreement by paying
dividends.

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

OVERVIEW

P.R.O. provides golf instruction through three primary avenues - golf
schools located at resorts, to which students generally travel for intensive
2-4 day programs ("Destination Golf Schools"), learning centers designed to
cater primarily to local clientele for hourly lessons ("Learning Centers"),
and training of golf instructors for teaching certification. P.R.O. currently
has eight Destination Golf Schools under contract for full or partial year
operation, and is currently operating two Learning Centers. The Company
expected to be financed in January of 1998 and the delay in financing created
a cash-flow problem due to the financial commitments that had been made to
each of these facilities.

P.R.O. leases the facilities for its Destination Golf Schools at
existing golf courses or resorts, allowing P.R.O. to offer first rate golf
facilities at relatively low facilities cost and allowing P.R.O. to take
advantage of the course's or resort's marketing efforts, visibility and
facility quality. P.R.O. began operation of Destination Golf Schools at the
locations and dates indicated below: Keystone Ranch Resort, Keystone,
Colorado, June 1997; Wildfire Golf Course at Desert Ridge ("Wildfire"),
Phoenix, Arizona, September 1997; Carlton Oaks Country Club, San Diego area,
California, March 1998; Rhodes Ranch, Las Vegas, Nevada, March 1998; Huff
House in the Catskills Mountains in New York, June 1998; Brooks Golf Club,
Lake Okoboji, Iowa, June 1998; Bardmoor Golf Club, St. Petersburg, Florida,
January 1999; and Tucson National, Tucson, Arizona, scheduled to open in
March 1999. In addition, P.R.O. began operation of Learning Centers in
Scottsdale, Arizona, in January 1998, and at the Plum Creek Golf and Country
Club, Denver, Colorado in June 1998.

In addition, P.R.O. is currently in negotiation to open additional
Destination Golf Schools in Myrtle Beach, South Carolina; Orlando, Florida;
Palm Springs, California; Aspen, Colorado; and San Francisco, California.
Such negotiations, however, are preliminary and there is no assurance that
any of these locations will become P.R.O. instructional facilities.

P.R.O.'s Destination Golf Schools and Learning Centers have opened at
varying times over the past two years, and most of the Destination Golf
Schools are closed during local off-seasons. As a result of changes in the
number of facilities open from period to period, closing certain of the
Destination Golf Schools during local off-seasons, and overall seasonality of
the golf business, results of operations for any particular period may not be
indicative of the results of operations for any other period.

The Company has made a strategic decision to open several sites for its
Destination Golf Schools and Learning Centers, despite the fact that there
are significant one-time and recurring expenses associated with opening each
site, and despite the fact that its existing sites were not operating at
capacity.

Originally, most site contracts for P.R.O.'s Destination Golf Schools
provided for a fixed amount of monthly rent. P.R.O. has subsequently
renegotiated some such site contracts to provide for rent on a per student
basis, reducing the Company's fixed costs.

For each Destination Golf School and Learning Center, the Company hires
a site manager and a number of certified instructors based on anticipated
demand. The Company offers 6 levels of instructor certification. Site
managers are required to complete level 4 certification, and certified
instructors are required to complete level 2 certification. Although level 2
certification can be achieved in a single session, level 4 certification
requires at least one additional session. The Company provides training for
its site managers and certified instructors at Company expense.

For a brief time, the Company marketed a line of books and related
products in the family self-help market, under the name Team Family -TM-. The
Company discontinued that line of business in 1996, and devoted its full
resources to its current golf operations. The Company's audited consolidated
financial statements have been adjusted to exclude the effect of the
discontinued operations, and the Company's results of operations for the year
ended December 31, 1996 include a loss of $52,755 and a one-time write-off of
$89,517, each related to the estimated loss on the anticipated disposition of
the assets related to the Team Family line of business. See Consolidated
Financial Statements and Note 8 of Notes to Consolidated Financial Statements.

<PAGE>

TEN MONTHS ENDED OCTOBER 31, 1997 COMPARED TO TEN MONTHS ENDED OCTOBER 31, 1998

TOTAL REVENUE. The Company had total revenue of $102,850 in the ten
months ended October 31, 1997, compared to $423,523 of total revenue in the
ten months ended October 31, 1998. The increase in total revenue was
attributable primarily to the increase in the number of Destination Golf
School and Learning Center sites operating in the 1998 period. During the
first ten months of 1997, the Company had one Destination Golf School -
Keystone, Colorado - open for a total of four months. During the first ten
months of 1998, the Company had several sites open during portions of that
period: Wildfire (Phoenix); Carlton Oaks (San Diego area); Rhodes Ranch (Las
Vegas); Keystone; Brooks (Lake Okoboji); Huff House (Catskills); Scottsdale
Learning Center; and Plum Creek (Denver area) Learning Center.

COST OF REVENUE. Cost of revenues in the ten months ended October 31,
1997 was $36,659 or 36% of total revenue, compared to $215,032 or 51% of
total revenue in the ten months ended October 31, 1998. Cost of revenue
consists primarily of instructor salaries. The increase in cost of revenue as
a percentage of total revenue in 1998 was due primarily to hiring of
instructors for the Company's new sites, which operated below capacity.
Opening of several sites was delayed, and revenue at open sites was
negatively impacted, by the effects of an unusually wet winter in January,
February and March 1998. See "Seasonality" below.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses, consisting primarily of marketing and advertising
expenses, expenses associated with recruiting and training P.R.O.'s
Destination Golf School and Learning Center site managers and instructors,
salaries for administrative, sales and marketing staff, and rent at the
Company's headquarters, increased from $628,916 for the ten months ended
October 31, 1997 to $1,380,519 for the ten months ended October 31, 1998. The
increase was due primarily to expenses associated with recruiting and
training instructors for the new sites, expenses associated with opening the
new sites and rent at the new sites. The Company believes that its long-term
cost structure will be more advantageous with site rentals based on fixed
fees, and signed its new leases on this basis. However, the Company is
currently operating below capacity at all of its sites. The Company
determined to lower its short-term cost structure by renegotiating the rent
for its summer sites to a per-student rent. Although this decreases the
Company's fixed costs, if student volume is increased at the sites with per
student rents, the Company's costs could actually be higher at those sites
than at sites with fixed rents. The Company made a strategic decision to
renegotiate the rent at its summer sites but not its winter sites because the
Company hopes to receive financing that will allow it to engage in its
planned advertising campaign by January 1999. The Company hopes that engaging
in the planned advertising campaign will allow volume at its winter sites to
be sufficient to support the fixed fee rents. However, there can be no
assurance that financing will be received in time to engage in such
advertising campaign in time to achieve sufficient volume at the winter sites
to offset the fixed fee rents, or that such advertising campaign, if begun,
will result in increased student volume.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Results for the year ended December 31, 1997 reflect the operation of
the Keystone Destination Golf School for three months and the Wildfire
Destination Golf School for four months. Results for the year ended December
31, 1996 reflect the Company's live test of its instructor certification
program to produce data regarding its marketability and franchising methods.
As a result of the change in the nature of the Company's operations from
period to period, the comparison between the 1997 and 1996 periods may not
necessarily be meaningful.

Total revenue for 1997 was $119,072 as compared to $188,455 for 1996.
Revenue in 1997 was derived primarily from the operation of P.R.O.
Destination Golf Schools at Keystone and Wildfire, for three and four months
respectively. Revenue in 1996 was derived primarily from the instructor
certification program.

Cost of revenue was $95,545 or 80.2% of sales in 1997, compared to
$7,251 or 3.8% of sales in 1996. Cost of revenue in 1997 related to revenue
from Destination Golf Schools and consisted primarily of site rental fees and
instructor salaries. Cost of revenue in 1996 related primarily to revenue
from the instructor certification program, a classroom program which was
conducted in the Company's headquarters at no additional facilities cost.
Costs of this program were primarily instructor salaries and program
materials.

15
<PAGE>

Selling, general and administrative expenses consisted primarily of
marketing and advertising expenses, expenses associated with recruiting and
training P.R.O.'s Destination Golf School and Learning Center site managers
and instructors, salaries for administrative, sales and marketing staff, and
rent at the Company's headquarters. Selling, general and administrative
expenses increased to $678,214 in 1997 from $366,496 in 1996, an increase of
85%. These expenses were greater in 1997 because the Company was in the
process of identifying sites for its Destination Golf Schools and Learning
Centers, establishing sites, training staff for the new sites, and
advertising its new facilities. These start-up costs of establishing these
new facilities are incurred in advance of advertising the sites and booking
students into the sites. Having established an infrastructure for its
Destination Golf School and Learning Center operations, management believes
that the Company can now achieve economies of scale in certain of its
operations, in particular advertising, student bookings, and billing.

LIQUIDITY AND CAPITAL RESOURCES

The cash requirements of funding P.R.O.'s operations and expansion have
exceeded cash flow from operations. The Company has satisfied its capital
needs primarily through debt and equity financing. The Company continually
explores raising additional capital through such means. The Company has an
agreement with an entity controlled by a member of its Board of Directors
under which such entity will subscribe for any Shares not otherwise
subscribed for in the offering. See "CERTAIN TRANSACTIONS - Weiner
Subscription Agreement."

The Company's outstanding long-term indebtedness as of October 31, 1998
of $346,000 bears interest at a fixed rate of 12% and is due in 2002. Such
indebtedness is convertible into Common Stock of the Company at a rate of
$1.43 per share. Such indebtedness may be prepaid by the Company upon 30
days' notice. The Company presently does not intend to call such indebtedness
for prepayment.

At October 31, 1998, short-term notes payable was $619,500. Proceeds
from this offering in the amount of $550,000 have been allocated for the
repayment of short-term debt. See "USE OF PROCEEDS."

The proceeds from this offering have been allocated primarily for
expansion and growth types of purposes, such as site development for a new
golf practice facility, advertising, the costs of opening new facilities,
acquisitions, and product inventory. Only $550,000 has been allocated for
repayment of short-term debt and bridge loans. Accordingly, it will become
necessary for the Company's existing operations to be able to generate enough
cash to cover existing commitments and obligations, such as lease rent for
the facilities, instructors' salaries, and officers' salaries. The Company is
obligated, pursuant to a five-year employment agreement to pay William D.
Leary, the President of the Company, an annual salary of $120,000. See
"CERTAIN TRANSACTIONS - Leary Employment Agreement."

The Company believes that the proceeds of the offering, in conjunction
with its existing cash balances and anticipated cash from operations, will be
sufficient to meet the Company's current working capital needs for at least
the next twelve months. However, there can be no assurance that the Company
will not need to raise additional capital sooner, particularly to take
advantage of any expansion opportunities, not currently anticipated, that may
become available. In such event, there can be no assurance that additional
capital will be available at all, at an acceptable cost, or on a basis that
is timely to allow the Company to finance any such opportunities.

SEASONALITY

Throughout much of the U.S., the golf business is seasonal, operating
primarily in the summer and additionally in the spring and fall. However, in
much of the Southern U.S., golf is played either year-round or all year
except for the summer. This is primarily due to an outdoor playing season
limited by inclement weather or excessive heat. The Company believes that
business at its Destination Golf Schools will be seasonal with increased
activity in the winter as students take winter vacations to warm weather
destinations, and decreased activity in the summer. In particular, the
Company expects decreased revenues from Destination Golf School operations in
May and September each year. The Company closes down many of its warm weather
sites in May, with the staff of those sites moving to a summer site, and
closes its summer sites in September with the staff returning to their warm
weather sites. In each case, there is expected to be a one week lag between
when one site closes and the other site opens. For example, the Company's
site manager and certified instructors for Wildfire will generally move to
Keystone for the summer and the staff from

16
<PAGE>

Rhodes Ranch in Las Vegas will move to Lake Okoboji, Iowa for the summer. The
Company is currently in the process of negotiating a Destination Golf School
site in Myrtle Beach, South Carolina, and expects to staff that facility, if
opened, with the staff of its Huff House, New York facility. Of the Company's
eight current Destination Golf Schools, three facilities will close during
the summer (Phoenix, Tucson and Las Vegas), two will be open only during the
summer (Keystone and Lake Okoboji, Iowa), one site will be open for five
months from late spring to early fall (Huff House, New York) and the
remaining two will be open year-round (San Diego and St. Petersburg). Also,
the Company's operations are subject to the effects of inclement weather from
time to time even during the seasons that they are open. In particular, in
January and February 1998, the Company's facility in Phoenix was closed for
an unusually high number of days and the opening of the Company's facilities
in San Diego and St. Petersburg were delayed due to the effects of El Nino.
The timing of any new facility openings, the seasons any such facilities are
open, the effects of unusual weather patterns and the seasons in which
students are inclined to attend golf schools are expected to cause the
Company's future results of operations to vary significantly from quarter to
quarter. Accordingly, period-to-period comparisons will not necessarily be
meaningful and should not be relied on as indicative of future results. In
addition, the Company's business and results of operations could be
materially and adversely affected by future weather patterns that cause its
sites to be closed, either for an unusually large number of days or on
particular days on which the Company had booked a special event or a large
number of students. Because most of the students at the Company's Destination
Golf Schools attend the school on vacation, the student may not be able to or
interested in rescheduling attendance at one of the Company's sites. As a
result, student-days lost to inclement weather may truly represent a loss,
rather than merely a deferral, of revenue. See "RISK FACTORS - Seasonality;
Risk of Inclement Weather."

IMPACT OF THE YEAR 2000

Management of the Company believes that it is prepared for Year 2000
problems. It has assessed its operational procedures. Reservations for the
Company's golf schools are generally made four to eight weeks ahead of time.
A student provides the Company with a credit card number for payment. The
Company processes the credit card payment. Immediately thereafter, the
Company sends a written confirmation of the reservation and payment to the
student. Approximately ten days before the attendance date, the Company sends
another confirmation/itinerary to the student. While software is used for
reservation processing, administrative operations, and certain banking
operations such as credit card processing, physical records of all of these
functions are also kept in individual student files and appropriate office
files. The Company has been informed by substantially all of its business
application software suppliers that their software is Year 2000 compliant.
The Company is planning to maintain additional physical records beginning in
the fall of 1999 and continuing into the first part of 2000 as a safeguard.

Accordingly, the Company expects that the advent of the millennium will
have only a minimal adverse effect on its business, operating results and
financial condition, due to additional physical record keeping efforts.
However, there can be no assurances that Year 2000 problems will not occur.
The Year 2000 problem may affect other entities with which the Company
transacts business or on which students of its golf schools depend, such as
airlines and hotels. While the Company is unable to send questionnaires to
each and every airline and hotel that its students may use, the Company has
been tracking the ability of the airline and hotel industries to book
reservations for the Year 2000. Such reservations are now being made.
Published reports indicate that the reservations are being made without
problems. Accordingly, while the Company cannot predict the effect of the
Year 2000 problem on such entities or its consequent impact on the Company,
management believes that any adverse effect on the Company will not be material.

<PAGE>

BUSINESS

THE COMPANY

Proformance Research Organization, Inc. ("P.R.O." or the "Company")
earns revenue from three sources: (1) providing golf instruction services to
recreational golfers wishing to improve their game; (2) training of golf
instructors for certification and to maintain accreditation with the
Professional Golf Association of America (the "PGA"); and (3) sales of golf
related products such as instructional materials and golf equipment, either
produced by the Company or as a reseller of products produced by third
parties. P.R.O. provides golf instruction through three primary avenues - (1)
golf schools located at independent resorts, to which students generally
travel for intensive 2-5 day programs ("Destination Golf Schools"), (2)
franchised learning centers designed to cater primarily to local clientele
for hourly lessons ("Learning Centers") and (3) training of golf instructors
for teaching certification, which training is conducted at P.R.O.
headquarters, Destination Golf Schools and Learning Centers.

P.R.O. currently has eight Destination Golf Schools under contract for
full or partial year operation, seven of which are currently operating and
one of which is scheduled to open in March 1999. In addition, P.R.O. is
currently operating two Learning Centers. P.R.O. leases the facilities for
its Destination Golf Schools at existing golf courses or resorts. This
arrangement permits P.R.O. to offer first rate golf facilities at relatively
low facilities cost and enables P.R.O. to take advantage of the course's or
resort's marketing efforts, visibility and facility quality. P.R.O. currently
markets its own line of instructional video tapes and booklets, tied to the
curriculum taught at its Destination Golf Schools and Learning Centers.
P.R.O. recently signed an agreement to market, on a non-exclusive basis, the
FILA line of golf clubs, bags, hats, gloves and umbrellas. In addition,
P.R.O. will be utilizing the Slazenger-Registered Trademark- Fitting System
at P.R.O. facilities for the purposes of distributing custom fit putters to
P.R.O. students.

CORPORATE HISTORY

The Company was founded in Colorado in January 1991 under the name World
Associates, Inc. It formed a subsidiary in Delaware in February 1996
originally called Team Family, Inc., which changed its name to Proformance
Research Organization, Inc. in January 1997. The Company merged into this
subsidiary effective July 31, 1998, thereby effecting a reincorporation (the
"Reincorporation"). P.R.O. Property, Inc., a Colorado corporation ("PPI"), is
a wholly-owned subsidiary of the Company. All references to the Company
herein include the predecessor corporation and PPI.

Golf instruction operations commenced in the summer of 1996 with the
association of Dave Bisbee and the licensing of certain rights to golf
instruction materials from Mr. Bisbee and Sport Solutions, Inc. See "CERTAIN
TRANSACTIONS - Sports Solutions, Inc. ("SSI") License" and "CERTAIN
TRANSACTIONS - Dave Bisbee Distribution Agreement." The Company then
negotiated and signed agreements with various golf courses to operate their
golf schools at such courses, beginning with the agreement with Keystone
Ranch Resort in March 1997. As outlined above, the Company now has six
Destination Golf Schools and two Learning Centers in operation.

INDUSTRY BACKGROUND

The National Golf Foundation, a non-profit golf research organization
(the "NGF"), conducts various survey and studies of golfers in the United
States. According to excerpts from various studies by the NGF, there were
approximately 26.5 million golfers in the United States age 12 and over,
compared with 19.9 million golfers in 1986, an increase of 33%. Approximately
12 million of these golfers are between the age of 18 and 39, 5.0 million are
between age 40 and 49 and 6.5 million were over age 50. Approximately 5.6
million U.S. golfers are "avid" golfers, defined as those who play at least
25 rounds of golf per year. Today's typical golfer is male, 39 years old, has
a household income of $63,300 and plays 21 rounds per year. In 1996, golfers
spent about $15.1 billion on equipment, related merchandise and playing fees,
compared to $7.8 billion in 1986. Non-golfers spent an additional $1.25
billion on golf-related items in 1996.

<PAGE>

STRATEGY

The Company believes that the three most important criteria used by
golfers to select a school are: (1) location, (2) price, and (3) product. Key
elements of P.R.O.'s strategy are (1) to increase the number of its
Destination Golf Schools and Learning Centers in the U.S., (2) to stimulate
demand for its instructor training and certification program, (3) to expand
the products available for the Company to market, through marketing
arrangements with independent golf product manufacturers, (4) to expand,
through one or more majority-owned subsidiaries, into golf course management
and development and (5) to expand its business into new geographic
territories. There can be no assurances that the Company will be able to
successfully execute its strategy.

- - INCREASE THE NUMBER OF ITS DESTINATION GOLF SCHOOLS AND LEARNING CENTERS.
The Company believes that the most important consideration for a golfer
deciding which golf school to attend is location. The Company believes that
it can attract more students by offering more locations. In expanding to
new locations, the Company intends to add sites that are consistent with
its current high quality of facilities. The Company intends to maintain a
relatively low overhead cost structure by negotiating site contracts with
rent based on the number of students attending the school. The Company
believes that its existing student booking and billing operations can
service a substantial increase in volume of students, and that economies of
scale can be achieved in advertising and other marketing expenses as new
sites are added. The Company currently has eight Destination Golf Schools
and two Learning Centers under contract. The Company has incurred
significant expenses for site development, personnel and advertising
relating to these sites. The Company has attempted to locate its sites in
different geographic regions with varying golf seasons, which the Company
hopes will reduce the effect of seasonality on its business. As described
more fully below, the Company may expand by acquiring existing golf school
operations.

- - STIMULATE DEMAND FOR ITS INSTRUCTOR TRAINING AND CERTIFICATION PROGRAM. The
Company is attempting to gain brand name recognition of its instructor
training and certification program. In addition to gaining revenues from
training golf instructors, the Company intends to maintain a certified
instructor membership program with a one-time membership fee plus annual
dues, designed to help PGA-certified professionals maintain their PGA
accreditation.

- - EXPAND THE PRODUCTS AVAILABLE FOR THE COMPANY TO MARKET. In addition to
marketing its own line of golf instructional products, the Company recently
entered into a non-exclusive agreement with Renaissance Golf Products, Inc.
to market the FILA brand of golf clubs, bags, hats, gloves and umbrellas
through its Destination Golf Schools and Learning Centers. The Company
intends to seek additional golf-related products to market through these
channels. In addition, P.R.O. will be utilizing the Slazenger-Registered
Trademark- Fitting System at P.R.O. facilities for the purposes of
distributing custom fit putters to P.R.O. students.

- - EXPAND INTO GOLF COURSE MANAGEMENT AND DEVELOPMENT. The Company recently
established PRO Property, Inc. ("PPI") as a subsidiary to pursue
opportunities in golf course management and development. With the
assistance of Vic Kline, the Company's strategy is to exploit its knowledge
and expertise in the golf business by exploring new lines of business, such
as managing existing golf courses owned by third parties and development of
new golf courses under lease agreements on land owned by third parties. Any
such facilities could serve as sites for additional Destination Golf
Schools or Learning Centers. The Company intends to conduct this business
through one or more majority-owned subsidiaries with stock ownership
offered to management responsible for the site. In addition, financing of
any such opportunities may require debt or equity financing at the
subsidiary level. See "BUSINESS--Golf Course Development and Management
Strategy" and "MANAGEMENT - Key Employees and Consultants."

- - EXPAND ITS BUSINESS INTO NEW GEOGRAPHIC TERRITORIES. The Company intends to
establish Destination Golf Schools or Learning Centers at additional sites
within the U.S. and at appropriate sites outside the U.S. The Company
currently has an agreement with Sunkyong U.S.A. to represent P.R.O. in the
Republic of Korea on an exclusive basis and to make introductions
throughout the Pacific Rim on a non-exclusive basis, for Destination Golf
School, Learning Center franchising and product sales opportunities. See
"--International Operations."

19
<PAGE>

THE P.R.O. SCHOOLS

P.R.O.'s strategy is to operate its Destination Golf Schools at
high-quality existing resorts that have golf facilities. P.R.O. currently has
eight Destination Golf Schools and two Learning Centers under contract for
operation during all or portions of each year. Following is a list of the
Company's sites and sites under development, along with the date the site
became available to students and the season the site is open. Fees for
Destination Golf Schools are paid in advance and range from $364 for a 2-day
school (excluding lodging) at Brooks Golf Club at Lake Okoboji, Iowa, to
$1,392 for a 4-day school (including lodging) at Wildfire Golf Course at
Desert Ridge in Phoenix, Arizona. Fees for Learning Centers are based on
private instruction and range from $47.00 to $100.00 per lesson.

P.R.O.'s schools have been recognized by the PGA of America, which
allows P.R.O. to employ, and in turn offer instruction by, PGA-accredited
teachers. At its Destination Golf Schools and Learning Centers, P.R.O.
instructors teach a system developed by Dave Bisbee that combines instruction
in all areas of golf technique with instruction in mental aspects of the game
and physical conditioning to improve play. Instructors assess the student's
skill level and learning style, developing a personal golfer profile for
individualized instruction. At P.R.O. Destination Golf Schools, access to a
golf course on site is included in each 2-, 3- or 4-day package. See "CERTAIN
TRANSACTIONS" for information regarding the distribution agreement with Mr.
Bisbee.

<TABLE>
<CAPTION>
Site Name Address Date Opened Season Lease Expires
- --------- ------- ----------- ------ -------------
<S> <C> <C> <C> <C>

DESTINATION GOLF SCHOOLS

Keystone Ranch Resort Keystone Ranch Resort June 1997 Mid-May to September 1998(1)
Keystone, Colorado mid-September

Wildfire Golf Course at 5225 East Pathfinder September 1997 Mid-September September 1999
Desert Ridge Phoenix, Arizona to mid-May

Carlton Oaks Country Club 9200 Inwood Drive March 1998 Year Round November 2000
Santee, California
(San Diego area)

Rhodes Ranch 7881 South Durango Drive March 1998 Mid-September December 1999
Las Vegas, Nevada to mid-May

Brooks Golf Club 1405 Highway 71 June 1998 Mid-May to September 1998(1)
Lake Okoboji, Iowa mid-September

Huff House 100 Lake Anawanda Road June 1998 May to October December 1998(1)
Roscoe, New York
(Catskills Mountains)

Omni Tucson National(2) 2727 W. Club Drive March 1999(2) Mid-September
Tucson, Arizona to mid-May

Bardmoor Golf Club 7919 Bardmoor Boulevard January 1999 Mid-September April 2000
Largo, Florida to mid-May
(St. Petersburg area)
LEARNING CENTERS

Scottsdale Learning Center 8111 E. McDonald January 1998 Year Round December 1998(1)
Scottsdale, Arizona

Plum Creek Golf & 311 Players Club Drive June 1998 April to December 1998(1)
Country Club Castle Rock, Colorado September

</TABLE>

- --------------
(1) The renewal of the lease is in process.
(2) Site under contract but not yet open; date indicates planned opening date.

20
<PAGE>

DESTINATION GOLF SCHOOLS

Wildfire Golf Course at Desert Ridge is owned by Crown Golf Properties,
Inc. ("Crown"), which owns or operates 30 golf facilities worldwide. P.R.O.
has also contracted to open a site at Crown's Bardmoor Golf Club facility in
St. Petersburg, Florida and is currently in negotiation with Crown to open
golf schools at additional Crown sites. In addition, P.R.O. is currently in
negotiation with other golf resort owners to open additional Destination Golf
Schools in Myrtle Beach, South Carolina; Orlando, Florida; Palm Springs,
California; Aspen, Colorado; and San Francisco, California. Through expansion
of its relationship with Crown, opening Destination Golf Schools at
facilities in the U.S. or abroad owned by other parties, and potential
acquisitions of existing golf schools, the Company currently plans to expand
to as many as 60 total sites within the next five years. There can be no
assurances that P.R.O. will be able to identify and enter into contracts with
any additional sites.

P.R.O. contracts with the owners of each facility to provide a golf
school at the existing golf facility and pays rent for the use of a portion
of the facility. Certain golf facilities prefer to outsource the golf school
function rather than be responsible for the overhead of establishing,
maintaining and marketing a golf school, and to date the Company has had
success in negotiating site agreements with ten facilities. In addition,
P.R.O.'s operation of a golf school at an existing facility provides the
facility with higher visibility through P.R.O.'s advertising efforts and
additional revenue through guest nights, rounds of golf, meals, merchandise
and other purchases by P.R.O. golf school students. Due to this
mutually-beneficial arrangement, the rent charged P.R.O. for using the
facilities has been relatively low, allowing P.R.O. to maintain low operating
costs while offering its students high-quality facilities. In addition, this
arrangement permits P.R.O. to offer first rate golf facilities at relatively
low facilities cost and enables P.R.O. to take advantage of the course's or
resort's marketing efforts, visibility and facility quality without incurring
the enormous capital requirements and advertising budgets needed to
establish, maintain and market such facilities. Initially, the Company
entered into leases that provided for fixed monthly rental. The Company has
restructured most of its leases for summer sites (such as Keystone, Brooks,
Huff House, and Tucson) to provide for rent based on the number of students
attending schools at the site, thereby reducing the Company's fixed expenses.
There can be no assurances that the Company will continue to enter into
variable rent leases.

LEARNING CENTERS

In contrast to Destination Golf Schools, which are located at
independent resorts with golf courses, Learning Centers are located or
proposed to be located at other independent sites where golf instruction
might be available, such as driving ranges, golf equipment stores and golf
courses oriented to a local clientele. P.R.O. currently operates two Learning
Centers. In the U.S., P.R.O. intends to lease and operate Learning Centers,
but internationally intends to franchise locally-owned and operated Learning
Centers. Management believes that, in addition to receiving direct revenue
from Learning Centers, an increased local presence from Learning Centers
would increase the visibility of its name and curriculum and result in
referrals to its Destination Golf Schools. To encourage such referrals,
P.R.O. may pay a referral bonus to Learning Center staff for referred
students who attend Destination Golf Schools.

ACQUISITIONS AND SITE START-UP COSTS

Management of the Company believes that there are many single-location
golf school operations whose owners may see certain advantages to being part
of a larger organization with several locations. Approximately $500,000 of
the net proceeds of this offering has been allocated for acquisitions.
Management believes that it can acquire such existing golf schools using a
combination of stock and cash. As of the date of this Prospectus, there are
no understandings, agreements, or arrangements for any acquisitions. See "USE
OF PROCEEDS."

The expenses associated with opening new sites pertain to recruiting and
training instructors and staff, rent, and advertising. These start-up costs
of establishing these new facilities are incurred in advance of advertising
the sites and booking students into the sites. Having established an
infrastructure for its Destination Golf School and Learning Center
operations, management believes that the Company can now achieve economies of
scale in certain of its operations, in particular advertising, student
bookings, and billing. A portion of the net proceeds of this offering has
been allocated for site start-up costs. See "USE OF PROCEEDS" and
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS."

<PAGE>

INSTRUCTOR CERTIFICATION

In addition to providing instruction for recreational golfers, P.R.O.
has developed an instructor certification program to enable instructors to
fulfill in part their annual accreditation requirements to maintain PGA of
America membership. Instructor certification involves a 4-day in-depth
workshop to become certified in P.R.O.'s system. Upon completion of the
training, the participant becomes certified as a P.R.O. Certified Instructor.
The fee for this training is $5,000 and is paid in advance. Once certified,
the Certified Instructor automatically becomes eligible to distribute P.R.O.
instruction-related products and services, receives commissions for referring
students to Destination Golf Schools and may be contracted with to teach in
P.R.O. schools. The cost of membership in P.R.O.'s Certified Instructor
program is a $5,000.00 initiation fee and $1,000.00 in annual dues to be paid
semi-annually.

DISTRIBUTOR MEMBERSHIP

To facilitate the sales of packages of golf instruction into the
corporate market (called the Premium Links program), P.R.O. intends to
establish a network of Distributor Members in defined geographical locations.
These Distributors have non-exclusive marketing rights to P.R.O.'s Premium
Links programs within their territory. For the marketing rights to these
programs, the Distributor pays a one-time fee of $25,000 which entitles the
Distributor to an extensive training as well as the programs, products, and
services that P.R.O. has created with a rolling commission schedule of up to
25% payable to the Distributor on the sale of Premium Links programs.

PRODUCT SALES

In addition to golf instruction services, P.R.O. sells its own line of
golf instructional videos, books and training aids. A key component of
P.R.O.'s strategy for growth is to expand into marketing of golf-related
products for independent manufacturers. On July 21, 1998, P.R.O. signed a
one-year distributor agreement with Renaissance Golf Products Inc. granting
P.R.O. non-exclusive distribution rights to the FILA line of golf goods
including but not limited to golf clubs, bags, balls, gloves, head wear, head
covers, travel cases, umbrellas, and towels (the "FILA Agreement"). Under the
FILA Agreement, P.R.O. has non-exclusive distribution rights in connection
with its Destination Golf Schools, Learning Centers and certified
instructors, as well as the rights to appoint sub-distributors at such
facilities. The FILA Agreement is automatically renewed each year for a
period of three years unless terminated upon 90 days' written notice.

In addition, P.R.O. will be utilizing the Slazenger-Registered
Trademark-Fitting System at P.R.O. facilities for the purposes of
distributing custom fit putters to P.R.O. students. The Company proposes to
have the equipment for this custom club fitting at all Destination Golf
Schools and Learning Center locations. A portion of the net proceeds from
this offering has been allocated for this type of equipment as well as an
inventory of the items mentioned in the preceding paragraph. See "USE OF
PROCEEDS.

GOLF COURSE DEVELOPMENT AND MANAGEMENT STRATEGY

A key component of the Company's expansion strategy is to enter into the
business of developing and managing golf facilities, such as courses and
driving ranges. In addition to receiving management fees at any such
facilities, the Company may be able to locate Destination Golf Schools or
Company-managed Learning Centers at any such facilities. The Company, through
PPI, is currently in negotiation with the owner of one site who intends to
develop a golf course on that site, for management of the golf course.

The near-term plans for that site call for construction of a golf
practice facility first and later a golf course. The golf practice facility
would be more than the typical driving range. The proposal includes landing
areas for the range that resemble conditions typically found on a golf
course, chipping greens, and putting greens. Approximately $1,000,000 of the
net proceeds of this offering have been allocated for this project. As of the
date of this Prospectus, the Company does not have a signed agreement with
the owner of the site and the approvals necessary from local authorities for
the proposed facility construction. See "USE OF PROCEEDS."

There can be no assurance that the Company will be successful in its
negotiations relative to this site or any future sites, or, if successful,
when such sites will become operational. The golf course development and
management

22
<PAGE>

business involves significantly greater capital requirements than the
Company's current instruction and product marketing lines of business. There
can be no assurance that such capital will be available to the Company at
all, at an acceptable cost or on a basis that is timely relative to the
schedules of particular projects. If the Company is unable to raise capital,
through debt or equity markets, at appropriate times and acceptable costs,
the Company may be unable to take advantage of any available development and
management opportunities. If the Company is able to raise capital,
shareholders may suffer dilution of their ownership.

INTERNATIONAL OPERATIONS

On May 6, 1997, P.R.O. signed a five-year agreement with Sunkyong U.S.A.
(the "Sunkyong Agreement"), under which Sunkyong U.S.A. agreed to represent
P.R.O. in the Republic of Korea ("South Korea") on an exclusive basis and to
provide introductions to parties on a non-exclusive basis throughout the
Pacific Rim relating to product sales, Learning Center franchises and
Destination Golf School opportunities at sites in the Pacific Rim. Details
with respect to each site and fees to be paid to Sunkyong U.S.A. are to be
negotiated on a site-by-site basis. The Sunkyong Agreement provides that
Sunkyong U.S.A. has the option to purchase up to 10,000 shares of P.R.O.
common stock at a price of $5.00 per share for each Destination Golf School
site, up to 32 sites in total. Sites are subject to Company approval. If all
32 sites are opened within the 5-year term of the Sunkyong Agreement, the
Company may be obligated to issue 320,000 additional shares of common stock.
P.R.O. intends to contract with other companies to introduce additional
products to Sunkyong U.S.A. for them to identify potential marketers of such
products. Several companies have already communicated to the Company their
desire to access distribution in the Pacific Rim.

However, due to the current business and financial conditions in Asia
generally and South Korea in particular, the Company has done no significant
business to date under the Sunkyong Agreement, and expects to do no
significant business under that agreement until such time as Asian business
and financial conditions improve. No assurance can be given as to when that
recovery will occur or that P.R.O. will have any significant operations in
Asia in the foreseeable future.

MARKETING

P.R.O. markets its products and services primarily through advertising
campaigns in various media. To date, P.R.O. has had a limited marketing
budget. A key component of P.R.O.'s strategy is to use the proceeds of the
offering (approximately $1,000,000) for an expanded advertising campaign to
stimulate additional awareness and recognition of P.R.O. and its services and
products. See "USE OF PROCEEDS." P.R.O.'s marketing department has conducted
research on the circulation, reader characteristics, and editorial content of
various golf publications. P.R.O.'s advertising and article placement
strategy is intended to provide national exposure, credibility and demand in
the golf market. P.R.O.'s marketing strategy is planned to be broad based,
combining advertising in golf publications, such as Golf Digest, with
cross-over advertising in other media intended to reach targeted demographic
and psychographic groups. These media include high-end business and travel
publications as well as electronic media. Proceeds would be used for larger
ads running for consecutive months to establish some degree of name
recognition with its targeted audience. In addition, the Company hopes to
take advantage of the marketing efforts of Renaissance, FILA and the
operators of its Destination Golf School sites, as well as any future
strategic alliances to expose P.R.O. to a wider audience at no cost to the
Company.

A part of P.R.O.'s marketing execution strategy is to contact
publications with articles of interest to the golfing public. As an example,
the February 1997 issue of Golf Illustrated featured an article on the
"Player's Edge" Instructional System, including the mental and physical
programs, by Dave Bisbee, the Executive Director of P.R.O.

The Company believes that, historically, recreational golfers have
accepted and adopted ideas used on the professional golf tours. The Company
intends to market its schools by keying on the physical and mental components
of its curriculum in conjunction with the widespread use of fitness vans that
now travel with the PGA Tour and the fact that many PGA Tour professionals
now use sports psychologists as part of their normal preparation. In
addition, P.R.O. is currently in discussion with a number of PGA Tour
professionals to find one or more spokesmen for the Company. There can be no
assurance that the Company will be able to engage a PGA Tour professional to
act as a spokesman.

23
<PAGE>

In addition, the Company expects that engaging a PGA Tour professional would
involve significant compensation to such individual, in the form of cash,
stock, options, or other compensation.

One target of P.R.O.'s marketing efforts relating to its Destination
Golf Schools is executive training programs for the corporate market. P.R.O.
has created incentive packages for corporations to reward performance,
entertain clients or as incentives for sales projects. P.R.O. has conducted
30 such programs to date, with an average attendance of 10 people. P.R.O.
marketing staff attempts to make direct contact with the corporate market
through advertising in trade journals, appearances at trade shows, and
telephone calls.

INTELLECTUAL PROPERTY

The Company owns the registered trademarks P.R.O., Proformance Research
Organization, CGT and CGTA. While the Company has licensed the rights to use
Player's Edge, Mental Edge, and P.A.R. System, which are registered
trademarks owned by Dave Bisbee and Sports Solutions, Inc., the Company
emphasizes the "P.R.O." trademark on its line of instructional video tapes
and booklets tied to the curriculum taught at its Destination Golf Schools
and learning Centers. See "CERTAIN TRANSACTIONS - Sports Solutions, Inc.
License" and "CERTAIN TRANSACTIONS Dave Bisbee Distribution Agreement."

COMPETITION

The golf instruction market is highly fragmented, with lessons available
at a vast number of local golf courses, driving ranges and golf shops, as
well as a large number of destination golf schools. The Company's Destination
Golf Schools and Learning Centers compete with all of these sources of golf
instruction. Shaw Guides, an Internet travel information source that compiles
golf instruction facilities lists hundreds of different sources of golf
instruction in the U.S. Many of the local sites with which P.R.O.'s schools
compete have greater local name recognition and resources than the Company.
P.R.O.'s Destination Golf Schools compete with several destination golf
schools operated throughout the U.S., including John Jacobs Golf Schools,
David Leadbetter Golf Academy, Nicklaus/Flick Game Improvement, Arnold Palmer
Golf Academy and Golf Digest Schools. Many of the schools with which the
Company's Destination Golf Schools compete have greater resources, a larger
number of sites, more prestigious locations or affiliations with well-known
and respected golfers or golf instructors than the Company. For example, John
Jacobs Golf Schools has 30 schools and Golf Digest Schools offer instruction
at 15 sites. While the Company's management believes that the Company's
program is unique in its emphasis on the mental approach to golf and its
emphasis on physical conditioning, there can be no assurances that the
Company will be able to compete in the marketplace.

PROPERTY

The Company leases approximately 6,200 square feet of space for
administrative, office, and marketing functions in Denver, Colorado, through
April 30, 2000. The Company believes that this property will be sufficient to
meet its needs for the duration of the lease.

EMPLOYEES

As of October 31, 1998, the Company currently had 17 full-time and 8
part-time employees. None of the Company's employees is represented by a
labor union. The Company believes that its relationship with its employees is
good.

<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company, their positions and
ages are as follows:

<TABLE>
<CAPTION>
Name Age Positions
- ---- --- ---------
<S> <C> <C>
William D. Leary 40 President, Treasurer and Director
Robert B. Lange 72 Director
John C. Weiner 70 Director
</TABLE>

The Company's bylaws provide for a Board of Directors ranging from 1 to
9 members, with the exact number to be specified by the Board. The number is
currently fixed at 3 directors. All directors hold office until the annual
meeting of stockholders next following their election, and until their
successors have been elected and qualified. Officers serve at the discretion
of the Board of Directors.

There are no family relationships between any directors or executive
officers of the Company. Directors of the Company receive no compensation to
date for their service as directors. Set forth below are brief descriptions
of recent employment and business experience of the Company's officers and
directors.

WILLIAM D. LEARY. From January 1993 until the present time, Mr. Leary
has been the President of the Company. From May 1986 until January 1993, Mr.
Leary was the President and CEO of the Innova Corporation, a golf
distribution company. Mr. Leary was employed as a linebacker by the Denver
Broncos of the National Football League from May 1983 to December 1984. From
January 1985 through May 1986, Mr. Leary was rehabilitating from an injury
that ended his football career and was employed as a golf teaching
professional in the United States, Japan, Austria and Switzerland. Mr. Leary
graduated with a B.S. in general education from Mesa College, Grand Junction,
Colorado in May 1983.

ROBERT B. LANGE. From 1955 to 1972, Mr. Lange was employed as President
and CEO of Lange Ski Boot. Mr. Lange sold Lange Ski Boot in 1970, and since
that time has been working as an independent consultant. Mr. Lange graduated
with a BA degree in Economics from Harvard University in the spring of 1949
and earned his MBA from SMU in 1951.

JOHN C. WEINER. Mr. Weiner has been a director of the Company since
1995. Since 1982, Mr. Weiner has been Chairman of the Board of JCW
Investments, Inc. and JCW Ventures. From 1971 to 1982, Mr. Weiner was founder
and President of Trident Investment Management, Inc., a public and private
pension and other investment account management service. Mr. Weiner sold
Trident Investment Management to Pacific Inland Bancorp in 1982. From 1956 to
1969, Mr. Weiner was employed by Moody's Investors Service, serving as
President and Chief Executive Officer from 1966 until 1969. Mr. Weiner
studied engineering at Westminster College and Yale University from 1945 to
1946; received a B.A. in pre-med and finance from Ripon College in 1948;
received a B.S. in finance and economics from the University of Chicago in
1950; and studied finance at Northwestern University from 1950 to 1952.

KEY EMPLOYEES AND CONSULTANTS

In addition to the foregoing directors and officers, the following
individuals are key employees of or consultants to the Company.

DAVE BISBEE. Mr. Bisbee has been Executive Director of the Company since
July 1996. Prior to joining the Company, Mr. Bisbee created and directed golf
schools that were recognized by the PGA, and developed certain products and
approaches that form the basis for the Company's products, including the
"Player's Edge" mental profile and video series. See "CERTAIN TRANSACTIONS
- -Sports Solutions, Inc. License" and " - Dave Bisbee Distribution Agreement."

25
<PAGE>

CHARLES "VIC" KLINE. Mr. Kline is a current and two-time Director of the
PGA. Mr. Kline is currently on the PGA Properties Committee of the PGA. He is
also a five-time Colorado PGA Section President and five-time Player of the
Year. Mr. Kline is a past Colorado Open and Rocky Mountain Open champion. Mr.
Kline has agreed to join the Company's Board of Directors upon completion of
the offering.

DR. ART DICKINSON. Dr. Dickinson is a past Sports Medicine Supervisor of
the United States Olympic Team, and is a past department head and professor
of exercise physiology and biomechanics at the University of Colorado. His
professional associations include: Past President, Rocky Mountain Region,
College of Sports Medicine; National Football League.

GREG BLAYDES, Director of Corporate Development. From July 1993 to
February 1997, Mr. Blaydes was the president and CEO of Pinecrest
Enterprises, which developed a golf learning center at Centennial Airport in
Englewood, Colorado. From 1977 to 1993, he was employed by Griffin
Technology, Inc., which provided computer systems for colleges and
universities. Mr. Blaydes managed that company's business in the western
United States.

CERTAIN TRANSACTIONS

WEINER SUBSCRIPTION AGREEMENT. On July 15, 1998, the Company entered
into a binding Subscription Agreement (the "Weiner Subscription Agreement")
with Proformance Research Organization/Weiner, Inc. and/or Vanguard 21st
Century Weiner Inc. ("PROW"). John C. Weiner is President and the sole
shareholder of PROW and is a director of the Company. Under the Weiner
Subscription Agreement, PROW agreed, on or before the final day of the
offering, to subscribe for and purchase at $5.00 per Share all Shares not
otherwise subject to subscriptions accepted by P.R.O. as of such date
pursuant to the offering.

SPORTS SOLUTIONS, INC. ("SSI") LICENSE. Dave Bisbee owns 50% of the
capital stock of SSI and is a key employee of the Company. In exchange for a
minimum of $10,000.00 per year of SSI services, P.R.O. originally had a
non-exclusive Licensing Agreement with SSI to represent the "Mental Edge"
video. Under its current arrangement, the Company purchases the videos as
needed from SSI at a wholesale price and resells them to its customers.

DAVE BISBEE DISTRIBUTION AGREEMENT. In addition, to the agreement with
SSI, P.R.O. has a Distribution Agreement with Dave Bisbee to sell products
and services produced by him including, but not limited to the "Player's Edge
Instructional Series" and the Instructor Certification Workbook/Learning
Center Business Plan for an indefinite period. Mr. Bisbee was issued 87,500
shares of Common Stock of the Company in exchange for these exclusive
world-wide distribution rights.

LEARY EMPLOYMENT AGREEMENT. The Company and William D. Leary, an officer
and director of the Company, entered into an Employment Agreement dated July
1, 1998 (the "Employment Agreement"). The Employment Agreement is for a
five-year term and provides for salary to Mr. Leary in the amount of $120,000
annually. Under the Employment Agreement, Mr. Leary is prohibited from
competing with the Company for a period of one year from the date of
termination of Mr. Leary's employment. A state court may determine not to
enforce or only partially enforce this non-compete provision.

ADVANCES TO OFFICER. During 1997, the Company advanced varying amounts
to William D. Leary, the President of the Company. The balance of these
advances at December 31, 1997 and October 31, 1998 was $40,300. The advances
are unsecured and have no set interest or repayment terms. As indicated below
in "EXECUTIVE COMPENSATION," Mr. Leary did not receive any compensation
during 1997. These advances were made to enable Mr. Leary to cover certain
personal expenses. This loan shall be repaid within one year from the date of
this Prospectus.

LOANS MADE BY GREG BLAYDES. From December 1997 through February 1998,
Greg Blaydes, the Director of Corporate Development for the Company loaned
the Company a total of $108,000. The loans were originally evidenced by
promissory notes which bore interest at 10% per annum. They were later
converted into 12% bonds, due 2002, which bear interest at 12% per annum and
are convertible at the holder's option into shares of Common Stock at $1.43
per share.

LOANS GUARANTEED BY WILLIAM D. LEARY. From June 15, 1998 through October
19, 1998, the Company has borrowed a total of $290,000 from five individuals,
one of whom is Louis G. Royston, Jr., an employee. A total of

26
<PAGE>

61,000 shares of Common Stock were issued as inducements for making the
loans. As of November 4, 1998, $42,500 is outstanding. All of the related
promissory notes have been personally guaranteed by William D. Leary and bear
interest at 10% per annum. In the event of default by the Company, the debt
defaults to Mr. Leary, who then has 90 days to remit the balance. The Company
has allocated proceeds from this offering to pay these loans. See "USE OF
PROCEEDS."

The Company believes that with the exception of the advances made to Mr.
Leary, the terms of the above-described transactions were no less favorable
to the Company than would have been obtained from a nonaffiliated third party
for similar consideration. However, the Company lacked sufficient
disinterested independent directors to ratify all of the transactions at the
time the transactions were initiated. All ongoing and future transactions
between the Company and officers, directors or 5% shareholders will be made
or entered into on terms that are no less favorable to the Company than those
that can be obtained from unaffiliated third parties, and all such
transactions (including forgiveness of any loans) will be approved by a
majority of the independent members of the Company's board of directors who
do not have an interest in the transactions and who have access, at the
Company's expense, to the Company's independent legal counsel. The Company
has agreed with certain state regulatory authorities that so long as the
Company's securities are registered in such states, or one year from the date
of this Prospectus, whichever is longer, the Company will not make loans to
its officers, directors, employees, or principal shareholders, except for
loans made in the ordinary course of business, such as travel advances,
expense account advances, relocation advances, or reasonable salary advances.

EXECUTIVE COMPENSATION

The Company does not have any employment contracts with any of its
officers or directors, except for Mr. Leary. Such persons are employed by the
Company on an at will basis, and the terms and conditions of employment are
subject to change by the Company. Mr. Leary, the Company's chief executive
officer, did not receive any cash compensation and was not granted any stock
options for the 1997 fiscal year. He had no stock options at December 31,
1997.

The Company has no stock option plans.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding ownership
by each officer and director, and all officers and directors as a group, as
well as all persons who own greater than 5% of the Company's outstanding
shares, as of the date of this Prospectus, and as adjusted to reflect the
sale of the Shares offered hereby:

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
BENEFICIALLY OWNED (2)(3)
--------------------------
NUMBER OF SHARES BEFORE AFTER
NAME OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED OFFERING OFFERING
<S> <C> <C> <C>
William D. Leary (4).................................. 1,856,400 46.5% 37.2%
Leah Leary (5)........................................ 946,200 23.7% 19.0%
William Childs (6).................................... 560,000 13.8% 11.1%
Robert B. Lange ...................................... 154,000 3.9% 3.1%
John C. Weiner (7).................................... 52,500 1.3% 1.1%
All executive officers and directors as a
group (3 persons) (7)(8).............................. 2,062,900 51.7% 41.4%

</TABLE>

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

(1) To the Company's knowledge, except as set forth in the footnotes to this
table and subject to applicable community property laws, each person named
in the table has sole voting and investment power with respect to the
shares set forth opposite such person's name. The address of each of the
persons in this table is as follows: c/o Proformance Research Organization,
Inc., 5335 West 48th Avenue, Denver, Colorado 80212.

(2) Where persons listed on this table have the right to obtain additional
shares of Common Stock through the exercise of outstanding options or
warrants or the conversion of convertible securities within 60 days from
the date of this Prospectus, these additional shares are deemed to be
outstanding for the purpose of computing the percentage of Common Stock
owned by such persons, but are not deemed to be outstanding for the
purpose of computing the

27
<PAGE>

percentage owned by any other person. Based on 3,987,300 shares of Common
Stock outstanding as of October 31, 1998, and 4,987,300 shares of Common
Stock outstanding after this offering.

(3) Assumes no exercise of Placement Agent's over-allotment option. If the
over-allotment option is exercised in full, the Company will sell an
aggregate of 1,150,000 shares of Common Stock in the offering.

(4) Includes 50,000 shares owned by Sean Leary and Keenan Leary, minor children
of William D. Leary and Leah Leary. Includes 896,200 shares owned by Leah
Leary, the wife of William D. Leary. William D. Leary has voting control
over the shares owned by Leah Leary pursuant to a Voting Trust Agreement.

(5) Includes 50,000 shares owned by Sean Leary and Keenan Leary. Excludes
910,200 shares owned by William D. Leary. William D. Leary has voting
control over shares owned by Leah Leary pursuant to a Voting Trust
Agreement.

(6) Includes 70,000 shares issuable upon conversion of a convertible debenture.

(7) Assumes sale of no shares pursuant to the Weiner Subscription Agreement. Up
to 1,000,000 shares in the offering could be sold pursuant to the Weiner
Subscription Agreement. If all shares sold in the offering are sold
pursuant to the Weiner Subscription Agreement, John C. Weiner would
beneficially own 1,052,500 shares, or 21.1% of the shares outstanding,
after the offering.

(8) Includes 50,000 shares owned by Sean Leary and Keenan Leary and 896,200
shares owned by Leah Leary.

DESCRIPTION OF CAPITAL STOCK

Effective upon the closing of the offering, the Company will be
authorized to issue up to 20,000,000 shares of Common Stock, par value
$0.0001 per share, and up to 1,000,000 shares of Preferred Stock, par value
$0.0001 per share.

COMMON STOCK

As of October 31, 1998, there were 3,987,300 shares of Common Stock
outstanding, which were held of record by approximately 130 stockholders
(assuming conversion of all shares of Series A and Series B Preferred Stock,
which conversion will occur automatically upon closing of the offering). All
of such shares are "restricted securities" within the meaning of Rule 144
under the Securities and are subject to limitations on resale imposed by Rule
144. In addition, holders of 3,687,500 of such shares have agreed not to sell
their shares for a period of 12 months from the completion of this offering.
See "SHARES ELIGIBLE FOR FUTURE SALE." There will be 4,987,300 shares of
Common Stock outstanding after giving effect to the sale of Common Stock
offered to the public by the Company hereby. In addition as of October 31,
1998, 242,200 shares of Common Stock were issuable upon conversion of
long-term debt (at the election of the holders thereof) and there were
outstanding warrants to acquire 118,600 shares of Common Stock.

The holders of the Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. The
Company does not have cumulative voting rights in the election of directors,
and accordingly, holders of a majority of the shares voting are able to elect
all of the directors. Subject to preferences that may be granted to any then
outstanding Preferred Stock, holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors out of
funds legally available therefor as well as any distributions to the
stockholders. See "DIVIDEND POLICY." In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock are
entitled to share ratably in all assets of the Company remaining after
payment of liabilities and the liquidation preference of any then outstanding
Preferred Stock. Holders of Common Stock have no preemptive or other
subscription of conversion rights. There are no redemption or sinking fund
provisions applicable to the Common Stock.

<PAGE>

PREFERRED STOCK

Effective upon the closing of the offering and pursuant to the Company's
Certificate of Incorporation, the Board of Directors will have the authority,
without further action by the stockholders, to issue up to 1,000,000 shares
of Preferred Stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation preferences, sinking
fund terms and the number of shares constituting any series or the
designation of such series, any or all of which may be greater than the
rights of Common Stock, without any further vote or action by stockholders.
The issuance of Preferred Stock could adversely affect the voting power of
holders of Common Stock and the likelihood that such holders will receive
dividend payments and payments upon liquidation and could have the effect of
delaying, deferring or preventing a change in control of the Company. The
Company has no present plan to issue any shares of Preferred Stock after
consummation of the offering.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is subject to Section 203 of the Delaware General
Corporation Law ("Section 203"), which, subject to certain exceptions,
prohibits a Delaware corporation from engaging in any business combination
with any interested stockholder for a period of three years following the
date that such stockholder became an interested stockholder, unless: (i)
prior to such date, the Board of Directors of the corporation approved either
the business combination or the transaction that resulted in the stockholder
becoming an interested holder, (ii) upon consummation of the transaction that
resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned
(a) by persons who are directors and also officers and (b) by employee stock
plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer; or (iii) at or subsequent to such time, the
business combination is approved by the board of directors and authorized at
an annual or special meeting of stockholders, and not by written consent, by
the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the interested stockholder.

In general, Section 203 defines business combination to include: (i) any
merger or consolidation involving the corporation and the interested
stockholder, (ii) any sale, transfer, pledge or other disposition of 10% or
more of the assets of the corporation involving the interested stockholder,
(iii) subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the corporation to
the interested stockholder, (iv) any transaction involving the corporation
that has the effect of increasing the proportionate share of the stock or any
class or series of the corporation beneficially owned by the interested
stockholder or (v) the receipt by the interested stockholder of the benefit
of any loss, advances, guarantees, pledges or other financial benefits by or
through the corporation. In general, Section 203 defines interested
stockholder as an entity or person beneficially owning 15% or more of the
outstanding stock of the corporation and any entity or person affiliated with
or controlling or controlled by such entity or person.

ANTITAKEOVER EFFECTS OF CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW.

As indicated above, the Company's Board of Directors has the authority
to issue up to 1,000,000 shares of Preferred Stock and to determine the
price, rights, preferences, privileges and restrictions, including voting and
conversion rights, of those shares without any further vote or action by the
stockholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any Preferred
Stock that may be issued in the future. In addition, the Board of Directors
has the authority to issue undesignated Preferred Stock and, subject to
certain limitations, to determine the rights, preferences, privileges and
restrictions, including voting rights, of such shares without any further
vote or action by the stockholders. The issuance of Preferred Stock could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company.

In addition, the Company is subject to the antitakeover provisions of
Section 203 of the Delaware General Corporation Law, which will prohibit the
Company from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless the business
combination is approved in a prescribed manner. The application of Section
203 also could have the effect of delaying or preventing a change of control
of the Company. Further, certain provisions of the Company's Certificate of
Incorporation and Bylaws and of Delaware law could delay or make more
difficult a merger, tender offer or proxy contest involving the Company,
which could adversely affect the market price of the Company's Common Stock.

LISTING

Application will be made to have the Common Stock approved for quotation
on the Nasdaq Small Cap Market under the symbol "PROO" once the Company meets
listing standards.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock of the Company is
Corporate Stock Transfer. Its address is Corporate Stock Transfer, Republic
Plaza, 370 17th Street, Suite 2350, Denver, Colorado 80202-4614 and its
telephone number is (303) 595-3300.

<PAGE>

PLAN OF DISTRIBUTION

The Shares offered hereby are being offered on a "best efforts" "all or
none" basis by Global Financial Group, Inc. (the "Placement Agent") as the
Company's exclusive selling agent. The Placement Agent will receive a selling
commission equal to 10% of the initial public offering price for all Shares
sold by the Placement Agent, and a non-accountable expense allowance equal to
3% of the initial public offering price for all Shares sold in the offering.
The Placement Agent may syndicate the Shares through certain securities
dealers at the initial public offering price less a selling concession to be
negotiated between the Placement Agent and any such dealer and to be paid by
the Placement Agent out of the foregoing compensation.

The Company has granted the Placement Agent an option, exercisable for a
period of up to 30 days after the date of closing, to sell at a purchase
price of $5.00 per Share up to 150,000 additional Shares in order to cover
over-allotments. The Company has agreed to pay the Placement Agent a selling
commission of 10% of the initial public offering price for each of the option
Shares sold.

Proformance Research Organization/Weiner, Inc. and/or Vanguard 21st
Century Weiner Inc., entities controlled John C. Weiner Jr., one of the
Company's directors, has subscribed for all Shares remaining unsold at the
end of the offering. See "CERTAIN TRANSACTIONS - Weiner Subscription
Agreement." The Placement Agent will not receive any selling commission or
other compensation on the sale of any such Shares.

All proceeds from the sale of the Shares will be transmitted by noon of
the next business day following receipt thereof to a non-interest bearing
escrow account with Bank Windsor, Minneapolis, Minnesota (the "Escrow
Agent"). Unless all 1,000,000 Shares are sold within 90 days from the date of
this Prospectus (which may be extended for up to 90 additional days by mutual
agreement between the Company and the Placement Agent), the offering will be
withdrawn and the Escrow Agent will promptly return all funds to purchasers
without deduction therefrom or interest thereon. A purchaser's payment
tendered to the Escrow Agent cannot be returned to the investor until the
offering period has expired and the offering has been withdrawn.

Prior to this offering, there has been no public market for the Shares.
The initial public offering price was determined by the Company and the
Placement Agent based on several factors, including prevailing market
conditions, the Company's historical performance, estimates of the business
potential and earnings prospects of the Company, an assessment of the
Company's management and the consideration of the above factors in relation
to market valuations of companies in related businesses.

The Company has agreed to indemnify the Placement Agent against such
certain liabilities, including liabilities under the Securities Act of 1933.

In connection with the offering, the Placement Agent may effect
transactions which stabilize or maintain the market price of the securities
offered hereby at a level above that which might otherwise prevail in the
open market. Such transactions may be effected in the over-the-counter market
or otherwise. Such stabilizing, if commenced, may be discontinued at any time.

Upon the closing of this offering, the Company has agreed to sell to the
Placement Agent for nominal consideration warrants to purchase a number of
shares equal to 10% of the number of Shares sold in the offering, at an
exercise price of $7.50 per Share (the "Placement Agent's Warrants"). The
Placement Agent's Warrants are exercisable for a three-year period commencing
two years from the date of this Prospectus. The Placement Agent's Warrants may
not be sold, transferred, assigned, or hypothecated for a period of two years
from the date of this Prospectus, except to officers of the Placement Agent
or any successors to the Placement Agent, or except as a result of death of
any such officers. The Placement Agent's Warrants contain antidilution
provisions providing for appropriate adjustment of the number of shares
subject to the Warrants under certain circumstances. The holders of the
Placement Agent's Warrants have certain demand and piggyback registration
rights with respect to the underlying shares of Common Stock.

From March 31, 1998 through January 15, 1999, the Placement Agent
assisted the Company in a private placement of Series A Preferred Stock and
debt securities, for which it received compensation in the form of a 10%
selling commission and warrants to purchase shares of Common Stock. The
Placement Agent has rescinded all rights to these warrants, on a non-recourse
basis. The proceeds of the placement were used for working capital.

30
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock after this
offering could adversely affect the market price of the Common Stock and
could impair the Company's ability to raise additional capital through the
future sale of equity securities. Upon completion of this offering the
Company will have approximately 4,987,300 shares of Common Stock outstanding,
based on the number of shares of Common Stock outstanding as of October 31,
1998. In addition, the Company will have outstanding warrants to purchase
90,000 shares of Common Stock, and 242,200 shares of Common Stock will be
issuable upon conversion of certain long-term debt, at the election of the
holders thereof. Pursuant to an agreement with Sunkyong U.S.A., the Company
may also become obligated to issue up to 320,000 shares of Common Stock. See
"BUSINESS - International Operations." Of the 4,987,300 shares to be
outstanding after the offering, the 1,000,000 shares offered hereby will be
freely tradeable without restriction under the Securities Act, unless they
are held by "affiliates" of the Company as that term is used in Rule 144
under the Securities Act.

The remaining 3,987,300 outstanding shares are "restricted securities"
within the meaning of Rule 144 and may be resold only in compliance with that
Rule. In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted shares for
at least one year, is entitled to sell, within any three-month period, that
number of shares that does not exceed the greater of (a) one percent of the
then outstanding shares or (b) the average weekly trading volume of the then
outstanding shares during the four calendar weeks preceding each such sale.
Furthermore, a person who is not deemed an "affiliate" of the Company and who
has beneficially owned shares for at least two years is entitled to sell such
shares under Rule 144 without regard to the volume limitations described
above.

The holders of 3,687,500 of these shares have agreed with the Company
that they will not sell their shares until 12 months from the completion of
this offering. Of the shares that are not subject to this "lock-up"
arrangement, 80,650 would become eligible for sale under Rule 144 upon the
date of this Prospectus, 10,500 would become eligible in December 1998,
27,750 would become eligible in March 1999, 65,200 in April 1999, 40,250 in
May 1999, and the remainder thereafter.

In addition, to comply with the requirements of certain state securities
laws, all or some of the shares held by officers, directors, and persons
holding more than 10% of the outstanding Common Stock of the Company may be
escrowed for a period of up to four years. The shares would be released
under these conditions: (1) after one year if at any time for 90 consecutive
trading days the Common Stock trades in the public market at a price of $5.50
per share; or (2) if the Company shall have had annual earnings of at least
$.25 per share for two consecutive fiscal years. If there shall have been no
release pursuant to (1) or (2) above, after two years, one-eighth of the
shares shall be released over each of the next eight calendar quarters.

Prior to this offering, there has been no public market for the Common
Stock of the Company, and any sale of substantial amounts in the open market
may adversely affect the market price of the Common Stock offered hereby. See
"DESCRIPTION OF CAPITAL STOCK - Common Stock" and "RISK FACTORS - Shares
Eligible for Future Sale."

LEGAL MATTERS

The validity of the issuance of the securities offered hereby will be
passed upon for the Company by Dill Dill Carr Stonbraker & Hutchings, P.C.,
Denver, Colorado. Certain legal matters in connection with the sale of the
securities offered hereby will be passed upon for the Placement Agent by Abdo
& Abdo, a Professional Association, Minneapolis, Minnesota.

EXPERTS

The financial statements of World Associates, Inc. as of and for the
period ending December 31, 1997, included in this Prospectus have been
audited by Stark Tinter & Associates, LLC, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in auditing and
accounting, in giving said reports.

<PAGE>

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
World Associates Inc.

We have audited the accompanying consolidated balance sheet of World
Associates Inc. and subsidiary as of December 31, 1997, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years ended December 31, 1997 and 1996. 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 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 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 by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 World Associates Inc. and
subsidiary as of December 31, 1997, and the results of its operations, and
its cash flows for the years ended December 31, 1997 and 1996, in conformity
with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared
assuming that the company will continue as a going concern.

As shown in the consolidated financial statements, the company incurred a net
loss of $692,998 for 1997 and has incurred substantial net losses for each of
the past four years. At December 31, 1997, current liabilities exceed current
assets by $169,137 and total liabilities exceed total assets by $491,228.
These factors, and the others discussed in Note 12, raise substantial doubt
about the company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the
company cannot continue in existence.

Stark Tinter & Associates, LLC
Englewood, Colorado
May 1, 1998
Except for Note 10, dated July 30, 1998

F-1

<PAGE>

WORLD ASSOCIATES INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997

ASSETS
<TABLE>
<S> <C>
Current assets
Cash $ 4,761
Due from officer (Note 4) 40,300
-----------
Total current assets 45,061

Property and equipment - net of accumulated depreciation (Note 2) 17,881
Other assets 5,168
-----------
$ 68,110
-----------
-----------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
Note payable, employee (Note 5) $ 15,000
Accounts payable 126,626
Accrued interest 56,333
Due to employees 5,128
Deferred revenue 11,111
-----------
Total current liabilities 214,198
-----------

Long term debt (Note 6)
Note payable, stockholder 50,000
Bonds payable - stockholders 235,000
Bonds payable 5,000
-----------
Total long term debt 290,000
-----------

Other non-current liabilities
Net liabilities from discontinued operations (Note 8) 55,140
-----------

Stockholders' (deficiency) (Note 7)
Preferred stock, Series A, convertible, cumulative, no stated value, 500,000 584,500
shares authorized, 116,900 shares issued and outstanding
Preferred stock, Series B, convertible, cumulative, no stated value, 500,000 212,800
shares authorized, 185,200 issued and outstanding
Common stock, no stated value, 10,000,000 shares authorized, 897,534 shares, 82,095
issued and outstanding
Accumulated deficit (1,370,623)
-----------
Total stockholders' deficiency (491,228)
-----------
$ 68,110
-----------
-----------

</TABLE>

See accompanying notes to consolidated financial statements.

F-2

<PAGE>

WORLD ASSOCIATES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

1997 1996
--------- ---------
<S> <C> <C>
Revenue $ 119,072 $ 188,455
Cost of revenues 95,545 7,251
--------- ---------
Gross profit 23,527 181,204
--------- ---------

Operating expenses:
Sales, general and administrative 678,214 366,496
Depreciation 3,616 1,211
--------- ---------
Total operating expenses 681,830 367,707
--------- ---------

Operating loss (658,303) (186,503)

Interest expense 31,632 20,229
--------- ---------
Loss from continuing operations (689,935) (206,732)

Discontinued operations:
Loss from operations of Team Family segment, estimated to be disposed of
on or before December 31, 1998 (Note 8) 3,063 52,755

Estimated loss on disposal of Team Family segment,
including provision for operating losses of $6,125
during phase-out period (Note 8)
-- 89,517
--------- ---------
Net Loss $(692,998) $(349,004)
--------- ---------
--------- ---------

Per share information:
Weighted average shares outstanding 868,188 835,484
--------- ---------
--------- ---------
Loss per common share
Loss from continuing operations $ (0.795) $ (0.247)
Loss from discontinued operations 0.004 0.063
Estimated loss on disposal of Team Family segment -- 0.107
--------- ---------
Net loss per common share $ (0.798) $ (0.418)
--------- ---------
--------- ---------

</TABLE>

See accompanying notes to consolidated financial statements.

F-3

<PAGE>

WORLD ASSOCIATES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

ACCUMULATED
PREFERRED STOCK PREFERRED STOCK DEFICIT
COMMON STOCK SERIES A SERIES B (NOTE 5) TOTAL
----------------- ----------------- ----------------- ----------- -----------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
------- ------- ------ -------- ------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1996 811,499 $81,235 10,000 $ 50,000 55,000 $ 50,050 $ (328,621) $ (147,336)

Bonds converted to Stock 10,000 50,000 50,000

Issuance of stock for cash 11,000 55,000 80,000 100,000 155,000

Stock issued in consideration 1,429 14 14
for loans received (Note 7)

Stock issued in consideration 78,035 780 780
for services rendered
(Note 7)

Net Loss for 1996 (349,004) (349,004)
------- ------- ------ -------- ------- -------- ---------- ---------
Balance at January 1, 1997 890,963 82,029 31,000 155,000 135,000 150,050 (677,625) (290,546)

Bonds converted to Stock 20,800 104,000 20,000 25,000 129,000

Issuance of stock for cash 63,850 319,250 30,200 37,750 357,000

Stock issued in consideration 1,071 11 11
for loans received (Note 7)

Stock issued in consideration 5,500 55 1,250 6,250 6,305
for services rendered
(Note 7)

Net loss for 1997 (692,998) (692,998)
------- ------- ------ -------- ------- -------- ---------- ---------
Balance at December 31, 1997 897,534 $82,095 116,900 $584,500 185,200 $212,800 $(1,370,623) $ (491,228)
------- ------- ------ -------- ------- -------- ---------- ---------
------- ------- ------ -------- ------- -------- ---------- ---------

</TABLE>

See accompanying notes to consolidated financial statements.

F-4

<PAGE>

WORLD ASSOCIATES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(692,998) $(349,004)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 3,616 1,211
Changes in assets and liabilities:
(Increase) decrease in due from officer (37,796) 9,000
Decrease in prepaid expenses 4,299 --
Decrease in inventory -- 89,517
(Increase) in other assets (1,855) --
Increase (decrease) in accounts payable 99,882 (4,880)
Increase in accrued interest 25,279 31,054
Increase (decrease) in due to employees (1,364) 6,492
Increase in deferred revenue 11,111 --
Increase (decrease) in liabilities of discontinued operations (17,836) 72,976
--------- ---------
Total adjustments 85,336 205,370
--------- ---------
Net cash (used in) operating activities (607,662) (143,634)
--------- ---------
Cash flows from investing activities:
Purchase of fixed assets (10,288) (2,874)
--------- ---------
Net cash (used in) investing activities (10,288) (2,874)
--------- ---------
Cash flows from financing activities:
Net proceeds from issuance of common stock 65 482
Net proceeds from issuance of preferred stock series A 429,500 105,000
Net proceeds from issuance of preferred stock series B 62,750 100,000
Proceeds from notes payable 65,000 --
Payments on notes payable -- (39,811)
Proceeds from Bonds payable 60,081 --
Payments on Bonds payable (13,848)
--------- ---------
Net cash provided by financing activities 617,396 151,823
--------- ---------
Net increase in cash (554) 5,315
Beginning-cash 5,315 --
--------- ---------
Ending -- cash $ 4,761 $ 5,315
--------- ---------
--------- ---------
Supplemental Cash Flow Information:
Non-cash Financing activities excluded above
Preferred Stock, Series A issued for consulting services 6,000 --
Common Stock issued for consulting services 2,320 2,015
Common Stock issued as an inducement for notes payable 25 14
Preferred Stock, Series A issued for bonds payable converted 104,000 50,000
Preferred Stock, Series B issued for bonds payable converted 25,000 --
--------- ---------
Net non-cash Financing Activities 137,345 52,029
--------- ---------
--------- ---------

</TABLE>

See accompanying notes to consolidated financial statements.

F-5

<PAGE>

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated in 1993 under the name of World Associates, Inc.
The Company conducts destination golf schools using its instructional system
to provide mental profile assessments. The Company also licenses learning
center franchises which are located at independent sites where the Company's
golf curriculum is taught.

Consolidation

The accompanying consolidated financial statements include the accounts of
The Company and a 100% owned subsidiary. The Company's subsidiary was
incorporated in 1996 under the name Team Family, in February 1997 amended
articles of Incorporation were filed in Delaware to change the Company's name
to Proformance Research Organization, Inc. ("PRO") All significant
inter-company accounts and transactions have been eliminated.

Revenue recognition

Revenues are recognized in the period when the customer attends the golf
school. Revenues collected in advance of attendance are deferred. Selling and
promotional expenses are charged to expense as incurred.

Depreciation

The cost of equipment is depreciated over the estimated useful lives (5
years) of the related assets. Depreciation is computed on the straight-line
method for financial reporting purposes.

Use of estimates

The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions the affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
balance sheet date and the reported amounts of revenues and expenses during
the reporting periods.

The Company attempts to make reasonably dependable estimates. However,
uncertainties inherent in the estimation process, actual results could differ
from those estimates.

Net loss per share

The net loss per share amounts are based on the weighted average number of
common shares outstanding for the period.

F-6

<PAGE>

Note 2: PROPERTY AND EQUIPMENT

The following is a summary of property and equipment at cost, less accumulated
depreciation at December 31, 1997:

<TABLE>
<S> <C>
Furniture and fixtures $13,992
Leasehold improvements 336
Equipment 12,530
-------
26,858
Less: Accumulated depreciation 8,977
-------
Total $17,881
-------
-------
</TABLE>

Note 3. LEASE OBLIGATION

The Company leases office facilities of approximately 6,200 square feet under
an operating lease arrangement for $2,700 per month. The lease expires on
October 30, 1999.

Minimum future lease payments required as of December 31, 1997 under this
non-cancelable operating lease are as follows:

<TABLE>
<S> <C>
1998 $32,400
1999 27,000
-------
Total future minimum rental payments $59,400
-------
-------
</TABLE>

Note 4. RELATED PARTY TRANSACTIONS

During 1997 the Company advanced varying amounts to the president of the
Company. The balance of the advances at December 31, 1997 was $40,300. These
advances are unsecured and have no set interest or repayment terms.

On July 4, 1997, the Company entered into a binding Letter of Intent with
Proformance Research Organization/Weiner, Inc. ("PROW"). The president and
the sole shareholder of PROW is a director of the Company. Under this letter
of intent, PROW agreed, on or before the final day of an offering of the
Company's stock, (see note 10), to subscribe for and purchase a number of
shares of the Company's preferred stock.

Note 5. NOTE PAYABLE, EMPLOYEE

The note payable, employee bears interest at the rate of 10% per annum.
Principle and interest is due February 1, 1998. The note is unsecured.

Note 6. LONG TERM DEBT

Following is a summary of long term debt at December 31, 1997:

<TABLE>
<S> <C>
10% promissory note payable to a stockholder, converted to a 12%
bond, interest payable semi annually due 2002. $ 50,000

12% convertible bonds payable to stockholders, interest
payable semi-annually (currently in default), convertible at
any time into Series A Convertible Preferred Stock at rate of
$5 per share,

</TABLE>

F-7

<PAGE>

annually redeemable on the anniversary date of issuance at the
holders option, unsecured 235,000

12% convertible bonds payable, interest payable semi-annually
(in default), convertible at any time into Series A
Convertible Preferred Stock at rate of $5 per share, annually
redeemable on the anniversary date of issuance at the holders
option, unsecured 5,000
--------
$290,000
--------
--------
</TABLE>

Note 7. STOCKHOLDERS' EQUITY

During 1997 the company issued 5,500 shares of Common Stock and 1,250 shares
of Series A Convertible Preferred Stock ("Series A") in exchange for
consulting services rendered. Also, during 1996 the Company issued 78,035
shares of Common Stock in exchange for consulting services rendered. The cost
of the services has been charged to operations and stockholders' equity has
been increased by $6,305 and $780, in 1997 and 1996, respectively.

During 1997 and 1996, respectively, the Company issued 1,071 and 1,429 shares
of Common Stock as inducements for loan funds received.

The Company's Series A and Series B Convertible Preferred Stock ("Series B")
have no voting rights and pay cumulative dividends at the rate of 0.000492%
per share of the Company's pre-tax profits until such time as the holder
shall have received $5 per share. Thereafter the dividend rate is 0.00005% of
the Company's pre-tax profits. The dividend on the Series B stock shall be
junior in preference to the dividend payable on the Series A stock and no
dividends shall be paid on the Series B stock until the dividend payable on
the Series A stock shall have been declared and paid or a sum sufficient for
payment thereof set apart. There have been no dividends accrued for 1997 or
1996.

Each share of Series A stock and Series B stock is convertible into one share
of common stock at any time at the option of the holder after the date of
issuance. Series A stock and Series B stock will be automatically converted
into common stock in the event that the Company completes a public offering
of its common stock. (See Note 10)

Note 8. DISCONTINUED OPERATIONS

On December 31, 1996, the company adopted a formal plan to dispose of the
Team Family segment of the business, a system of parenting and family
development on videotape and in a booklet. On December 31, 1996, the company
wrote off its inventory at a book value of $89,517. As of December 31, 1997
the disposal has not yet been completed.

Net liabilities of discontinued operations consisted of the following at
December 31, 1997:

<TABLE>
<S> <C>
Accounts payable $ 1,234
Due to distributors 17,800
Short-term note payable 35,000
Accrued interest 1,106
-------
$55,140
-------
-------
</TABLE>

F-8

<PAGE>

Note 9. DESTINATION GOLF SCHOOL AGREEMENTS

The company has agreements with both a Colorado and a Nevada golf course. In
exchange for $64,675 in annual license fees the Company receives supplies,
storage and access to golf facilities. The company's golf school revenues are
generated from schools taught at these two locations and these costs are
included in cost of revenues on the income statement

Note 10. SUBSEQUENT EVENTS

The Company intends to offer 1,000,000 shares of common stock for sale in a
registered public offering on Form SB-2 at a price of $5.00 per share.

Effective July 31, 1998, the Company merged into PRO, its wholly-owned
subsidiary, with PRO surviving. Each issued and outstanding share of the
Company's Series A stock converted into 3.5 shares of Series A stock of PRO.
Each issued and outstanding share of the Company Series B converted into 3.5
shares of Series B of PRO. Each issued and outstanding share of the Company's
common stock converted into 2.8 shares common stock of PRO. The currently
issued and outstanding shares of PRO held by the Company were extinguished at
the effective time of merger.

During January 1998, a director of the Company entered into a stock purchase
agreement for preferred stock. The agreement provides that the investor will
purchase a number of shares of the Company's preferred stock equal to the
number of common shares not purchased in the above referenced offering at a
purchase price of $5.00 per share. This purchase was previously agreed to
pursuant to a letter of intent. On July 15, 1998, the Company entered into a
Common Stock Purchase Agreement which modified the terms of the January
agreement. The new agreement provides that the investor will purchase a
number of shares of the Company's Common Stock equal to the number of common
shares not otherwise purchased in the above-referenced offering at a purchase
price of $5.00 per share. (See Note 4.)

Note 11. INCOME TAXES

Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or
non-current, depending on the classifications of the assets and liabilities
to which they relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as current or
non-current depending on the periods in which the temporary differences are
expected to reverse.

The net operating loss carry forward as of December 31, 1997 is approximately
$1,300,000 which will expire through year 2002. The tax benefit of the loss
carry forward has been offset by a valuation allowance of the same amount.
The expected tax benefit that would result from applying federal statutory
tax rates to the pre-tax loss differs from amounts reported in the financial
statements because of the increase in the valuation allowance.

F-9

<PAGE>

Note 12. CONTINUING LOSSES, DEFICIT IN EQUITY AND NEGATIVE WORKING CAPITAL

The consolidated financial statements have been prepared in conformity with
generally accepted principles, which contemplates continuation of the company
as a going concern. However, the Company has sustained substantial operating
losses in recent years. In addition, the Company has used substantial amounts
of working capital in its operations. Further, at December 31, 1997, current
liabilities exceeded current assets by $169,137 and total liabilities exceed
total assets by $491,228. The Company intends to offer common stock for sale
in a Regulation A Public Offering (Note 10.) Management believes this
offering will provide the opportunity to obtain additional capital.

These circumstances raise substantial doubt about the Company's ability to
continue as a going concern. The ability of the Company to continue
operations as a going concern is dependent upon its success in (1) obtaining
additional capital; (2) paying its obligations timely; and (3) ultimately
achieving profitable operations. The financial statements do not include any
adjustments which might result from the outcome of these uncertainties.

F-10

<PAGE>

PROFORMANCE RESEARCH ORGANIZATION, INC.
(fka WORLD ASSOCIATES INC.)
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 1998
(UNAUDITED)

ASSETS
<TABLE>
<S> <C>
Current assets
Cash $ 38,623
Accounts Receivable 13,305
Inventory 3,067
Due from officer 40,300
-----------
Total current assets 95,295

Property and equipment - net of accumulated depreciation 42,495
Other assets 5,168
-----------
$ 142,958
-----------
-----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable (Note 4) $ 469,000
Note payable, employee 150,500
Accounts payable and accrued expenses 347,435
Deferred revenue 19,025
-----------
Total current liabilities 985,960
-----------

Long term debt (Note 5)
Notes payable, stockholder 106,000
Bonds payable - stockholders 235,000
Bonds payable 5,000
-----------
Total long term debt 346,000
-----------

Net liabilities from discontinued operations (Note 6) 39,090
-----------

Stockholders' equity (deficiency) (Note 7)
Preferred stock, Series A, convertible, cumulative, no stated value, 1,083,390
500,000 shares authorized, 216,600 shares issued and outstanding
Preferred stock, Series B, convertible, cumulative, no stated value, 212,800
500,000 shares authorized, 185,200 issued and outstanding
Common stock, no stated value, 10,000,000 shares authorized, 82,131
901,104 shares, issued and outstanding
Accumulated deficit (2,606,413)
-----------
Total stockholders' deficiency (1,228,092)
-----------
$ 142,958
-----------
-----------

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-11

<PAGE>

PROFORMANCE RESEARCH ORGANIZATION, INC.
(fka WORLD ASSOCIATES INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1998 AND 1997
(UNAUDITED)

1998 1997
----------- -----------
<S> <C> <C>
Revenue $ 423,523 $ 102,850
Cost of revenues 215,032 36,659
----------- -----------
Gross profit 208,491 66,191
----------- -----------

Operating expenses:
Sales, general and administrative 1,380,519 628,916
Depreciation 3,000 3,316
----------- -----------
Total operating expenses 1,383,519 632,232
----------- -----------

Operating loss (1,175,028) (566,041)

Interest expense 60,762 23,142
----------- -----------

Loss from continuing operations (1,235,790) (589,183)

Discontinued operations:
Loss from operations of Team Family segment, estimated
to be disposed of on or before December 31, 1998 (Note 8)
-- 3,063
----------- -----------
Net Loss $(1,235,790) $ (592,246)
----------- -----------
----------- -----------

Per share information:
Weighted average shares outstanding 901,104 868,188
----------- -----------
----------- -----------
Loss per common share
Loss from continuing operations $ (1.371) $ (0.679)
----------- -----------
----------- -----------
Loss from discontinued operations -- $ (0.004)
----------- -----------
----------- -----------
Net loss per common share $ (1.371) $ (0.682)
----------- -----------
----------- -----------

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-12

<PAGE>

PROFORMANCE RESEARCH ORGANIZATION, INC.
(fka WORLD ASSOCIATES INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1998 AND 1997
(UNAUDITED)

<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net Income $(1,235,790) $ (592,246)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization 3,000 3,316
Net Changes in operating assets and liabilities 134,840 68,801
----------- -----------
Net cash (used in) operating activities (1,097,950) (520,129)
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (27,614) (4,176)
Other -- (1,505)
----------- -----------
Net cash (used in) investing activities (27,614) (5,681)
----------- -----------

Cash flows from financing activities:
Proceeds from issuance of Preferred Stock 498,890 472,315
Proceeds from issuance of Common Stock 36 --
Proceeds from debt issuance 660,500 60,081
----------- -----------
Net cash provided (used) by financing activities 1,159,426 532,396
----------- -----------
Net increase in cash 33,862 6,586
Cash and Cash Equivalents, Beginning of Year 4,761 5,315
----------- -----------
Cash and Cash Equivalents, End of Year $ 38,623 $ 11,901
----------- -----------
----------- -----------

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

F-13

<PAGE>

PROFORMANCE RESEARCH ORGANIZATION, INC.
(fka WORLD ASSOCIATES INC.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1998 AND 1997

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principals for
consolidated interim financial information and Regulations of the Securities
and Exchange Commission. They do not include all of the information and
footnotes required by the generally accepted accounting principals for
complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the
period presented are not necessarily indicative of the results to be expected
for the full year. For further information, refer to the audited consolidated
financial statements of the Company as of December 31, 1997 and for the two
years then ended, including notes thereto, included elsewhere in this
Prospectus.

2. RECENT PRONOUNCEMENT

SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines
for all items that are to be recognized under accounting standards as
components of comprehensive income to be reported in the financial
statements. The statement is effective for all periods beginning after
December 15, 1997 and reclassification of financial statements for earlier
periods will be required for comparative purposes. To date, the Company has
not engaged in transactions which would result in any significant difference
between its reported net loss and comprehensive net loss as defined in the
statement.

3. CAPITAL STOCK

During the ten months ended October 31, 1998, the Company issued 3,570
shares of Common Stock for $36 and issued 99,700 shares of Series A
Convertible Preferred Stock for $498,890. There were no offering expenses.

4. NOTES PAYABLE

At October 31, 1998, the Company had various outstanding notes which are
due and payable no later than October 31, 1999. The notes are unsecured and
accrue interest at rates between 8% and 10%.

5. LONG TERM DEBT

Following is a summary of long term debt at October 31, 1998:

<TABLE>
<S> <C>
10% promissory note payable to stockholder, convertible to a 12%
bond, interest payable semi-annually due 2002. $106,000

12% convertible bonds payable to stockholders, interest payable semi-
annually (in default), convertible at any time into Series A
Convertible Preferred Stock at a rate of $5 per share, annually
redeemable on the anniversary date of issuance at the holder's option,
unsecured. 235,000
</TABLE>

F-14
<PAGE>

PROFORMANCE RESEARCH ORGANIZATION, INC.
(fka WORLD ASSOCIATES INC.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1998 AND 1997

<TABLE>
<S> <C>
12% convertible bonds payable, interest payable
semi-annually (in default), convertible at any time into
Series A Convertible Preferred Stock at a rate of $5 per
share, annually redeemable on the
anniversary of the date of issuance at the holder's option, unsecured 5,000
--------
$346,000
--------
--------
</TABLE>

6. DISCONTINUED OPERATIONS

On December 31, 1996, the Company adopted a formal plan to dispose
of the Team Family segment of the business, a system of parenting and family
development on videotape and in a booklet. On December 31, 1996, the Company
wrote off its inventory at a book value of $89,517. As of October 31, 1998,
the disposal had not yet been completed.

7. PROFORMA STOCKHOLDER EQUITY

Assuming the conversion of the Series A and Series B Preferred
Stock upon the closing of the Company's anticipated Initial Public Offering
and including the net proceeds of such offering, the Stockholders' equity
section of the Company's Balance Sheet would be as follows:

Proforma
Stockholders'
Equity
-------------
<S> <C> <C>
Stockholders' equity (deficiency)
Preferred stock, Series A, convertible, cumulative, no $ 1,083,390 $ --
stated value, 500,000 shares authorized, 216,600
shares issued and outstanding
Preferred stock, Series B, convertible, cumulative, no 212,800 --
stated value, 500,000 shares authorized, 185,200
issued and outstanding
Common stock, no stated value, 10,000,000 shares 82,131 5,628,321
authorized, 901,104 shares, issued and
outstanding (4,987,300) shares on a proforma
basis)

Accumulated deficit (2,606,413) (2,606,413)
------------ -------------
Total stockholders' deficiency $ (1,228,092) $ 3,021,908
------------ -------------
------------ -------------
</TABLE>

F-15

<PAGE>
UNTIL MAY 17, 1999, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Additional Information.................................. 3
Prospectus Summary...................................... 4
Risk Factors............................................ 6
Dilution................................................ 11
Use of Proceeds......................................... 12
Capitalization.......................................... 13
Dividend Policy......................................... 13
Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 14
Business................................................ 18
Property................................................ 24
Employees............................................... 24
Management.............................................. 25
Certain Transactions.................................... 26
Executive Compensation.................................. 27
Principal Stockholders.................................. 27
Description of Capital Stock............................ 28
Plan of Distribution.................................... 30
Shares Eligible for Future Sale......................... 31
Legal Matters........................................... 32
Experts................................................. 32
Financial Statements.................................... F-1
</TABLE>

1,000,000 SHARES

PROFORMANCE RESEARCH
ORGANIZATION, INC.

COMMON STOCK

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

PROSPECTUS

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

GLOBAL FINANCIAL GROUP, INC.

FEBRUARY 16, 1999
AS AMENDED FEBRUARY 25, 1999