CONSERVER CORP OF AMERICA, 424B3, 1997-06-06

CONSERVER CORP OF AMERICA
424B3, 1997-06-06
AGRICULTURAL SERVICES

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<PAGE> 1
File Pursuant to Rule 424 (b) (3)
PROSPECTUS Registration No. 333-16571

<TABLE>
<S> <C>
LOGO CONSERVER CORPORATION OF AMERICA
2,200,000 SHARES OF COMMON STOCK
</TABLE>

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

This Prospectus relates to the offering (the "Offering") of 2,200,000
shares (the "Shares") of common stock, $0.001 par value per share (the "Common
Stock"), of Conserver Corporation of America, a Delaware corporation (the
"Company"). The Shares are sometimes hereinafter referred to as the
"Securities."

Prior to this Offering, there has been no public market for the Common
Stock, and there can be no assurance that such a market will develop after the
completion of this Offering or, if developed, that it will be sustained. For
information regarding the factors considered in determining the initial public
offering prices of the Shares, see "Risk Factors" and "Underwriting." The
Company's Common Stock has been accepted for inclusion on the Nasdaq SmallCap
Market and will trade immediately after the Offering under the symbol "RIPE".

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

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE
SUBSTANTIAL DILUTION. SEE "RISK FACTORS" COMMENCING ON PAGE 7 AND "DILUTION."

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

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

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Per Share....................... $5.00 $.425 $4.575
- ---------------------------------------------------------------------------------------------------------
Total(3)........................ $11,000,000 $935,000 $10,065,000
=========================================================================================================
</TABLE>

(1) Does not reflect additional compensation payable to Janssen/Meyers
Associates, L.P., as Underwriter (the "Underwriter"), in the form of (i)
Warrants to purchase 220,000 Shares of Common Stock exercisable over a
period of four years, commencing one year from the date hereof at a per
Share exercise price equal to 165% of the initial public offering price (the
"Underwriter's Warrants"); (ii) a non-accountable expense allowance of 3% of
the gross proceeds hereof, and (iii) a three year Financial Consulting
Agreement at an overall fee of $100,000 payable at the closing of the
Offering. In addition, see "Underwriting" for information concerning
indemnification and contribution arrangements with the Underwriters and
other compensation payable to the Underwriter.

(2) Before deducting estimated expenses of $705,000 payable by the Company,
excluding the non-accountable expense allowance payable to the Underwriter.

(3) The Company has granted to the Underwriter an option exercisable within 45
days after the date of this Prospectus to purchase up to an aggregate of
330,000 additional shares of Common Stock upon the same terms and conditions
as set forth above, solely to cover over-allotments, if any (the
"Over-allotment Option"). If the Over-allotment Option is exercised in full,
the total Price to Public, Underwriting Discount and Proceeds to Company
will be $12,650,000, $1,075,250 and $11,574,750, respectively. See
"Underwriting."

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

The Securities are being offered by the Underwriter, subject to prior sale,
when, as and if delivered to and accepted by the Underwriter, and subject to
approval of certain legal matters by their counsel and subject to certain other
conditions. The Underwriter reserve the right to withdraw, cancel or modify this
Offering and to reject any order in whole or in part. It is expected that
delivery of the Securities offered hereby will be made against payment at the
offices of the Registrant at 17 State Street, New York, NY 10004 on or about
June 13, 1997.

JANSSEN/MEYERS ASSOCIATES, L.P.

The date of this Prospectus is June 6, 1997.
<PAGE> 2

[CURRENTLY PREPARING ARTWORK FOR INSIDE FRONT COVER]

<TABLE>
<S> <C>
Pictured above are cherries & flowers Pictured above are cherries & flowers
after 10 days of storage without Conserver 21TM after 10 days of storage with Conserver 21TM
</TABLE>

The Company intends to furnish its stockholders with annual reports
containing financial statements audited by its independent auditors and
quarterly reports for the first three quarters of each fiscal year containing
unaudited interim financial information.

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES,
INCLUDING PURCHASES OF THE SECURITIES TO STABILIZE ITS MARKET PRICE, PURCHASES
OF THE SECURITIES TO COVER SOME OR ALL OF A SHORT POSITION IN THE SECURITIES
MAINTAINED BY THE UNDERWRITER AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the Financial Statements and Notes thereto appearing elsewhere
in this Prospectus, including the information under "Risk Factors." Unless
otherwise indicated, all information in this Prospectus (i) assumes the
Over-allotment Option is not exercised, and (ii) assumes the Underwriter's
Warrants to purchase 220,000 shares of Common Stock issued to the Underwriter in
connection with this Offering (the "Underwriter's Warrants") are not exercised.
Such information also assumes (i) that $750,000 in principal amount of
outstanding indebtedness of the Company which, by its terms, can be converted
into 150,000 shares of Common Stock, is not converted, (ii) outstanding options
to acquire 1,720,000 shares of Common Stock, as well as up to 495,000 shares of
Common Stock issuable upon exercise of future stock option grants under the
Company's 1996 Stock Option Plan, are not exercised, (iii) outstanding warrants
to purchase 325,000 shares of Common Stock are not exercised, and (iv) warrants
to be issued to a holder of convertible debt and its affiliate, upon the
consummation of the Offering, to purchase 550,000 shares of Common Stock are not
exercised. All references to shares of the Company's Common Stock reflect a
1-for-2.269793 reverse stock split approved by the Board of Directors in April
1997 to counteract the 2.2128874-for-1 stock split adopted by the Board of
Directors in November 1996 and the 1.066144-for-1 split adopted in December
1996. The reverse split was adopted by the Board of Directors based on
negotiations with the Underwriter, regarding a diminution of the Company's
authorized capital.

This Prospectus contains forward-looking statements which involve risks and
uncertainties. The Company has not engaged in any revenue producing activities
to date and anticipates commencing commercial operations no later than two
months following consummation of this Offering. As a result, the Company's
actual performance may differ materially from those anticipated in these
forward-looking statements as a result of many factors, including those set
forth under the heading "Risk Factors" and elsewhere in this Prospectus.

THE COMPANY

Conserver Corporation of America (the "Company") has licensed the exclusive
right to distribute, market, sell and otherwise commercially exploit Conserver
21(TM), a product composed of a non-toxic mixture of sepiolite and mineral
salts, in the United States and Canada through March 2022, subject to extension.
The Company also holds an option and a right of first refusal to exercise such
rights throughout the world. Tests have been performed on Conserver 21(TM) over
the past 35 months variously by the Company, the manufacturer of Conserver
21(TM), its predecessor in interest and companies with which it contracted. In
addition, various non-affiliated laboratories, commissioned by certain of the
aforementioned entities from time to time in various parts of the world,
utilizing independently derived protocols, have demonstrated that the use of
Conserver 21(TM) can extend the post-harvest life of fruits, vegetables and
flowers.

Conserver 21(TM) works like a sponge by cleansing from the atmosphere of a
storage or transport container ethylene and other gases emitted by fruits,
vegetables and flowers, thereby retarding their spoilage, lengthening their
post-harvest life and minimizing their shrinkage during ripening. These gases,
if allowed to remain in the atmosphere of the container, would be reabsorbed by
the perishable cargo during its maturation process, resulting in its accelerated
decay. Conserver 21(TM) also releases carbon dioxide and water vapor, thereby
assisting fruits, vegetables and flowers to maintain their freshness. Conserver
21(TM), a non-invasive product, is manufactured in the form of cylindrical
granules and placed in sealed filters or packets which are then positioned
within a storage or transport space.

3
<PAGE> 4

methods in an effort to reduce the incidence of such commercially unsatisfactory
products. The Company believes that Conserver 21(TM) which, for illustrative
purposes, has the capacity, as demonstrated by independent testing, to extend
the post-harvest life of certain varieties of tomatoes, strawberries, sweet
peppers and lilies by as much as 7, 10, 9 and 5 days, respectively, offers an
improved alternative to such methods. The Company intends to develop a quality
assurance maintenance program utilizing Conserver 21(TM) that will provide
fruit, vegetable and/or flower inspection and supervision services from point of
harvesting or packing to point of retail sale (the "Conserver 21(TM) Program").
The Company intends to market the Conserver 21(TM) Program to growers,
distributors, supermarket chains and other retailers who can benefit from the
availability of more saleable perishables.

The Company believes that the Conserver 21(TM) Program can offer the
following benefits:

- Increase the shelf-life of fruits, vegetables and flowers.

- Increase the sugar content, enrich the color and enhance the weight and
taste of fruits and vegetables which will be able to be harvested nearer
their height of ripeness.

- Reduce the shrinkage and spoilage of fruits and vegetables during storage
resulting in a greater product yield available for sale by supermarkets
and other retailers.

- Reduce the time and expense involved in handling and sorting produce in
storage and transport.

- Extend the selling season for many fruits and vegetables.

- Reduce the costs of transporting highly perishable fruits, vegetables and
flowers as slower and less expensive means can be utilized due to the
longer post-harvest life of the perishables.

The Company has the right to commercially exploit Conserver 21(TM)
throughout the world and, as its business develops, intends to explore the
commercial opportunities presented by Conserver 21(TM)in the international trade
of fresh fruits and vegetables.

The Company's distribution and marketing rights are derived from a
distribution agreement (the "Distribution Agreement") with Agrotech 2000 S.L., a
Spanish company ("Agrotech") that manufactures and packages Conserver 21(TM)
near Madrid, Spain and whose principal stockholder is Alfonso de Sande Moreno,
the developer of Conserver 21(TM). Agrotech holds the patent rights to Conserver
21(TM) and has represented and warranted that the rights to exclusively market,
sell, distribute and commercially exploit Conserver 21(TM), granted to the
Company by the Distribution Agreement, do not violate the rights of any third
parties and are granted to the Company pursuant to Agrotech's full right and
authority to so provide.

The Company was incorporated in the State of Delaware in March 1996. The
principal executive offices of the Company are located at 2655 LeJeune Road,
Suite 535, Coral Gables, Florida 33134, and its telephone number is (305)
444-3888.

4
<PAGE> 5

THE OFFERING

Securities Offered by the
Company....................... 2,200,000 Shares.

Common Stock Outstanding
Before the Offering........... 4,210,404 shares

Common Stock to be Outstanding
After the Offering.......... 6,385,404 shares(1)

Use of Proceeds............... The net proceeds of this Offering will be used
for direct and collaborative marketing and
distribution, Conserver 21(TM) inventory
purchases, research and development, repayment
of indebtedness and working capital and general
corporate purposes. See "Use of Proceeds."

Risk Factors and Dilution..... An investment in the Securities offered hereby
involves a high degree of risk and immediate
and substantial dilution. Prospective investors
should consider carefully the factors set forth
under "Risk Factors" and "Dilution."

Proposed Symbol for Nasdaq(2)

Common Stock................ "RIPE"

- ---------------
(1) Assumes the Company's re-acquisition of an aggregate of 25,000 shares upon
the consummation of this Offering from an affiliate of a holder of a
convertible debenture issued by the Company (the "SES Reacquisition"). See
"Management's Discussion and Analysis of Financial Condition and Plan of
Operation."

(2) The Nasdaq quotation does not imply that a liquid and active market will
develop, or be sustained, for the Securities upon completion of the
Offering. There can be no assurance that the Securities will continue to
meet the maintenance criteria for quotation on Nasdaq. See Risk
Factors -- No Assurance of Nasdaq Quotation.

5
<PAGE> 6

SUMMARY FINANCIAL INFORMATION

The following summary financial data have been derived from the financial
statements of the Company. The statement of operations data set forth below with
respect to the period from March 6, 1996 (date of incorporation) to August 31,
1996, for the six months ended February 28, 1997 and the period from March 6,
1996 (date of incorporation) to February 28, 1997 and the balance sheet at
August 31, 1996 and February 28, 1997 are derived from, and are qualified by
reference to, the Financial Statements included elsewhere in this Prospectus and
should be read in conjunction with those financial statements and notes thereto.

STATEMENT OF OPERATIONS DATA(1):

<TABLE>
<CAPTION>
MARCH 6, 1996 MARCH 6, 1996
(DATE OF SIX MONTHS (DATE OF
INCORPORATION) TO ENDED INCORPORATION) TO
AUGUST 31, 1996 FEBRUARY 28, 1997 FEBRUARY 28, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
Revenues............................... $ -- $ -- $ --
Compensation charges in connection with
issuance of options and
warrants(2).......................... 907,201 223,000 1,130,201
General and administrative expenses.... 458,611 849,888 1,308,499
----------- ----------- -----------
Operating (loss)....................... (1,365,812) (1,072,888) (2,438,700)
Interest expense, net of interest
income............................... 21,259 185,833 207,092
----------- ----------- -----------
Net (loss)............................. $(1,387,071) $(1,258,721) $(2,645,792)
=========== =========== ===========
Net (loss) per share of Common Stock... $ (.32) $ (.26)
----------- -----------
Weighted average number of shares of
Common Stock outstanding............. 4,390,767 4,844,733
=========== ===========
Pro-forma net (loss) per share of
Common Stock(5)...................... $ (.88)
-----------
</TABLE>

BALANCE SHEET DATA:

<TABLE>
<CAPTION>
FEBRUARY 28, 1997
---------------------------
AUGUST 31, AS
1996 ACTUAL ADJUSTED(3)
----------- ----------- -----------
<S> <C> <C> <C>
Working capital........................... $ 2,239,902 $ 1,015,585 $ 9,324,562
Total assets.............................. 2,443,436 2,156,075 10,076,075
Total current liabilities................. 199,156 833,749 743,749
Deficit accumulated during development
stage................................... (1,387,071) (2,645,792) (6,250,792)(4)
Stockholders' equity...................... 1,244,280 322,326 9,332,326
</TABLE>

- ---------------
(1) The Company is in the development stage, and has had no commercial
operations to date. See Note A of Notes to Financial Statements.

(2) Relates to non-cash charges recorded by the Company in connection with the
value attributed to options and warrants issued by the Company in March and
August 1996 and January 1997. See "Management's Discussion and Analysis of
Financial Condition and Plan of Operation" and Note E and J of Notes to
Financial Statements.

(3) Gives effect to the sale by the Company of the Securities offered hereby the
initial public offering price of $5.00 per Share and the initial application
of the estimated net proceeds therefrom. See "Use of Proceeds."

(4) Includes non-cash compensation charges incurred after February 28, 1997 of
approximately $3,585,000 consisting of: (i) $1,020,000 in connection with
the issuance of 500,000 options by the Company in April 1997 at an exercise
price of $2.00 per share; (ii) $525,000 in connection with the issuance of
725,000 options by the Company in April 1997 at an exercise price of $5.00
per share; and (iii) $2,040,000 expected to be recorded by the Company in
connection with the value attributed to warrants, issuable upon the
consummation of this Offering to a holder of convertible debentures and an
affiliate thereof, exercisable for 550,000 shares of Common Stock at an
exercise price of $2.00 per share. See Note D of Notes to Financial
Statements.

(5) Pro-forma net (loss) per share of Common Stock is based on the weighted
average number of shares and net (loss), both as adjusted for the
transactions described in (4) above. Incremental shares included in
outstanding shares have been based upon the treasury stock method.

6
<PAGE> 7

RISK FACTORS

An investment in the Securities offered hereby involves a high degree of
risk. In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating the Company and
its business before purchasing the Securities offered hereby. Prospective
investors should be in a position to risk the loss of their entire investment.
This Prospectus contains forward-looking statements which involve risks and
uncertainties. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth below and elsewhere in this Prospectus.

DEVELOPMENT STAGE COMPANY; NO OPERATING REVENUES; ACCUMULATED DEFICIT. The
Company is in the development stage and its operations are subject to all of the
risks inherent in the establishment of a new business enterprise, including the
need to obtain financing, lack of revenues, untested sources of supply and the
uncertainty of market acceptance of its business. Its activities since inception
have been primarily limited to negotiating distribution arrangements and
privately raising approximately $4,925,514 in both debt and equity funding to
defray its organizational expenses and the development of its initial business
plan. The Company has not as yet derived any revenues from operations and has
incurred losses since inception. Its accumulated deficit at February 28, 1997
was $2,645,792 which includes non-cash compensation charges of $1,130,201
recorded in connection with the value attributed to options and warrants issued
by the Company in March 1996 and August 1996 and January 1997 and $130,000 of
non-cash compensation charges for services contributed to the Company by Charles
H. Stein, its President and Chief Executive Officer. In addition, the Company
expects to record non-cash compensation charges of approximately $1,545,000
related to options issued in April 1997 and $2,040,000 upon the consummation of
this Offering as a consequence of the contemporaneous issuance of warrants upon
the consummation of this Offering, to a holder of convertible debentures and an
affiliate thereof, to purchase 550,000 shares of common stock of the Company at
an exercise price of $2.00 per share. No operating revenues are anticipated
until such time, if ever, as the Company can demonstrate the commercial
viability of its Conserver 21(TM) Program. There can be no assurance regarding
whether or when the Company will successfully implement its business plan or
operate profitably. See "Management's Discussion and Analysis of Financial
Condition and Plan of Operation" and "Business" and Notes D, E and J of Notes to
Financial Statements.

SOLE SOURCE OF SUPPLY; LOSS OF EXCLUSIVITY. The Company is wholly
dependant upon the Distribution Agreement with Agrotech, a Spanish corporation
whose primary business is the manufacture and distribution of Conservor 21(TM)
in all its forms, for its rights to deliver Conserver 21(TM). If the
Distribution Agreement were to terminate for any reason, the Company would not
be able to distribute Conserver 21(TM) products. Additionally, the Company will
be dependent upon Agrotech for its supply of Conserver 21(TM) as Agrotech is the
sole manufacturer of Conserver 21(TM). Agrotech currently operates a
manufacturing facility near Madrid which the Company has been advised has a
sufficient capacity to handle the business anticipated from the Conserver 21(TM)
Program. Agrotech possesses all of the patent rights to Conserver 21(TM). While
the Company has been advised that Agrotech currently markets and sells Conserver
21(TM) to the Central Produce Market in Madrid, Spain, the Company has also been
advised that Agrotech has never produced or supplied the quantities of Conserver
21(TM) product that the Company anticipates it will need to satisfy its market
in the United States and Canada. There can be no assurance that the current
methods of production and supply will be sufficient for the needs of the
Conserver 21(TM) Program or will not require substantial changes to meet such
anticipated demand. Any sustained impairment of the Company's ability to acquire
Conserver 21(TM) for any reason, including, without limitation, the cancellation
of the Distribution Agreement, or a cessation of production by Agrotech may
significantly delay or seriously impair the Company's ability to commercialize
its Conserver 21(TM) Program. The Company has been advised that Agrotech has
sufficient capital for its operations but requires additional funding to expand
its current operational capacity. The Company is obligated under the
Distribution Agreement to make loans to Agrotech. In May 1997 Agrotech, pursuant
to the Distribution Agreement, borrowed $500,000 from the Company. Under the
terms of the Distribution Agreement, if the Company fails to purchase a minimum
of $2,000,000 of Conserver 21(TM) products between April 1997 and April 1998, or
fails to meet the minimum annual purchase goal established for any subsequent
year, Agrotech may sell Conserver 21(TM) to other customers in the United States
and Canada. Such loss of

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<PAGE> 8

exclusivity to sell Conserver 21(TM) products will negatively impact the
Company's business. See "Business -- Sources of Supply; Manufacturing
Distribution Agreement" and also "Certain Transactions."

REGULATORY REQUIREMENTS. The Company's intended utilization of Conserver
21(TM) to adsorb gases in storage or transport containers filled with fruits,
vegetables and flowers will result in the natural production of small amounts of
carbon dioxide, which have the effect of retarding the growth of microorganisms
and fungi also present in such containers. Such retardation effect, however, may
result in the technical classification of Conserver 21(TM) as a "pesticide"
under the rules and regulations of the United States Environmental Protection
Agency ("EPA") and thus subject Conserver 21(TM) to the provisions of the
Federal Insecticide Fungicide and Rodenticide Act ("FIFRA"). The Company and its
special counsel, based on a review of the relevant statutes and regulations,
have taken the position that Conserver 21(TM) is not a pesticide. The Company
has requested a confirmation from the EPA that Conserver 21(TM) is not a
pesticide, which request has not as yet been acted upon. There can be no
assurance that the EPA will not determine Conserver 21(TM) to be a pesticide.
Pesticides are required to be registered with the EPA and their use is subject
to compliance with EPA labeling and packaging requirements. If the EPA
determines that Conserver 21(TM) is a pesticide, the Company will promptly
proceed with EPA registration as both FIFRA and applicable customs regulations
prohibit the importation of unregistered pesticides under penalty of possible
civil and criminal sanctions. FIFRA registration may require the performance of
formal tolerance studies of Conserver 21(TM)'s interaction with fruits and
vegetables, which the Company estimates may cost it between $75,000 to $150,000,
and would take at least six months to complete, thereby extensively delaying the
Company's planned commercialization of the Conserver 21(TM) Program. There can
be no assurance that the registration procedure will not entail longer delays
and greater costs and expenses. Based on its review of applicable regulations,
the Company believes that Conserver 21(TM) is not subject to United States
Department of Transportation hazardous materials requirements which regulate the
transport of certain hazardous substances. The Company's proposed use of
Conserver 21(TM) does not currently subject it to any other material federal,
state or local regulatory approvals. There can be no assurance, however, that
future regulatory approvals will not be required, leading to unanticipated
expenses and delays inherent to the regulatory process. The Company has not
undertaken any investigation as to the applicable requirements that may be
imposed by regulatory agencies in Canada. There can be no guaranty that such
legal restrictions in Canada will not result in a delay in the Company's ability
to commercially develop the Conserver 21(TM) Program in Canada. See "Business --
Regulatory Requirements."

POSSIBLE CLAIMS REGARDING THE DISTRIBUTION RIGHTS. The Company had
formerly contracted for the exclusive rights to distribute Conserver 21(TM) in
the United States and Canada with Groupe Conserver, the group of affiliated
entities which, collectively, held the exclusive worldwide rights to distribute
and market Conserver 21(TM) from Conserver XXI, S.A., Agrotech's predecessor in
interest ("Conserver XXI"). Due to the instigation of insolvency proceedings
involving Conserver Investments S.A., the controlling entity of the Groupe
Conserver affiliates ("Conserver Investments"), and other alleged breaches,
including Groupe Conserver's loss of its rights from Conserver XXI, the Company
has terminated its former distribution agreement with Groupe Conserver and has
taken steps to preserve its right to assert claims in the Conserver Investments
insolvency proceedings. There can be no assurance that the Company's claims will
be successful or that Groupe Conserver or anyone acting on its behalf will not
attempt to enjoin the Company from exercising its rights derived from Agrotech
or otherwise make claims against the Company and that such efforts will not
successfully prevent the commercialization of the Conserver 21(TM) Program
temporarily. The Company does not believe that there is any basis for such
claims. See "Business -- Prior Agreements".

UNCERTAIN IMPLEMENTATION OF MARKETING STRATEGY. The Company will initially
market its Conserver 21(TM) Program to selected supermarkets and other
retailers, distributors and growers and, if successful in securing a contract
for the provision of such services, seek additional customers by asserting that
such contractual arrangements had successfully demonstrated the commercial
viability of the Conserver 21(TM) Program. Accordingly, there can be no
certainty that the Company's marketing strategy can be successfully implemented.
See "Business."

NO PRODUCT MARKET; LACK OF ORDERS AND/OR COMMITMENTS. The Company
currently has no orders and there can be no assurance that potential customers
will be willing to incur the costs of the Conserver 21(TM) Program, that the
Conserver 21(TM) Program will be contracted for by any supermarkets or other
retailers,

8
<PAGE> 9

distributors or growers or, even if accepted by any such entities, that it will
prove profitable or attractive to potential customers. In addition, there can be
no assurance that other competing services will not be more economical or
attractive to the Company's potential customers. See "Business."

RESTRICTED SCOPE OF BUSINESS. The proposed Conserver 21(TM) Program
currently is the Company's sole line of business and will account for
substantially all of the Company's revenues, if any, for the foreseeable future.
The success of the Company's business will depend on its ability to demonstrate
the commercial viability and effectiveness of the Conserver 21(TM) Program and
its success in competing against other products or technologies aimed at the
same market in the United States and Canada. Conserver 21(TM) has not been
commercially used outside of Spain and there can be no assurance that the
Company can establish a market for the Conserver 21(TM) Program in the United
States and Canada. If the Company's Conserver 21(TM) Program cannot be
successfully commercialized, or if Conserver 21(TM) cannot be marketed on a
stand-alone basis, it is likely there would be a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business -- Conserver 21(TM)."

UNPROVEN ON LARGE-SCALE COMMERCIAL BASIS. The Company has never utilized
Conserver 21(TM) under the conditions and in the volumes that will be required
to make the Conserver 21(TM) Program profitable and cannot predict all of the
difficulties that may arise in connection therewith. Most of the tests utilizing
Conserver 21(TM) conducted to date have been performed on limited quantities of
fruits and vegetables under controlled non-commercial conditions, and there can
be no assurance that the same or similar results would or could be obtained on a
large-scale commercial basis or on any specific project. Although the Company
has completed some initial testing, the Company has not completed all of its own
comprehensive independent tests and to date, has relied primarily on the tests
performed or commissioned by Agrotech, its predecessor in interest and entities
with which it had contracted. Thus, it is possible that Conserver 21(TM) may
require further research, development, design and testing, as well as regulatory
clearances, prior to larger-scale commercialization. Additionally, the Company's
ability to operate its business successfully will depend on a variety of
factors, many of which are outside the Company's control, including competition,
cost and availability of the product and changes in regulatory requirements. See
"Business."

SIGNIFICANT CAPITAL REQUIREMENTS; DEPENDENCE ON OFFERING PROCEEDS; NEED FOR
ADDITIONAL FINANCING. The Company's capital requirements in connection with its
development and marketing of the Conserver 21(TM) Program are expected to be
significant. Since the Company is not currently generating any operating
revenues, nor are any such revenues anticipated prior to the demonstration of
the Conserver 21(TM) Program's commercial viability, it will be materially
dependent upon the net proceeds of this Offering to defray the cost of these
ongoing activities. The Company believes that the net proceeds of the Offering
will be sufficient to finance the Company's working capital requirements for a
period of at least 24 months following the completion of this Offering. The
continued expansion and operation of the Company's business beyond such 24 month
period may be dependent upon its ability to obtain additional financing. There
can be no assurance that additional financing will be available on terms
acceptable to the Company, or at all. Furthermore, any additional equity
financing may be dilutive to stockholders, and debt financing, if available,
will likely include restrictive covenants, including financial maintenance
covenants restricting the Company's ability to incur additional indebtedness and
to pay dividends. The failure of the Company to raise capital on acceptable
terms when needed could have a material adverse effect on the Company. See "Use
of Proceeds" and "Management's Discussion and Analysis of Financial Condition
and Plan of Operation -- Liquidity and Capital Resources."

LIMITED RELIANCE ON PATENTS AND PROPRIETARY RIGHTS. The Company does not
own the patent to Conserver 21(TM) but has been granted the exclusive right to
license and market the product. Certain patent applications covering the
inventions and know-how upon which Conserver 21(TM) is based, and which are held
by Agrotech, have been registered in Spain and The Netherlands which filing, by
compliance with international treaties, are deemed to reserve a priority right
for Agrotech to file applications in the United States and Canada if filed
before February 1998. Nevertheless, there can be no assurance that such patents
will be issued or if issued that such patents will not be infringed upon, or
that trade secrets relating to Conserver 21(TM) will not otherwise become known
to, or independently developed by, competitors. While the Company has obtained
representations and warranties from Agrotech with respect to Agrotech's
ownership of the technology, there can be no assurance that infringement claims
will not be asserted against the Company.

9
<PAGE> 10

If the Company's marketing of the Conserver 21(TM) is found to infringe a
patent, a court may grant an injunction to prevent making, selling or using the
product in the United States or Canada. Irrespective of the validity or success
of such claims, the Company could incur significant costs with respect to the
defense thereof. Litigation may be necessary to enforce patented technology
licensed by the Company, protect trade secrets or know-how, and to defend the
Company against claimed infringement of the right of others. There can be no
assurance that the Company will be successful in such undertakings or that the
Company will have sufficient funds for such undertakings.

DEPENDENCE ON KEY PERSONNEL; LACK OF KEY MAN INSURANCE. The Company's
success is dependent upon the Company's senior corporate management,
particularly Charles H. Stein, its Chief Executive Officer and President. The
loss of Mr. Stein's services would have a material adverse effect on the
Company. The Company will enter into a three-year employment agreement with Mr.
Stein commencing on the consummation of this Offering including a
non-competition clause providing that Mr. Stein will not compete with the
Company for a period of 36 months following the termination of his employment.
Due to Mr. Stein's age and a certain pre-existing medical condition, neither of
which the Company believes will affect his ability to serve the Company, the
Company has determined the costs of purchasing a "key man" life insurance policy
on Mr. Stein to be prohibitively expensive. As a result, the Company does not
anticipate obtaining such insurance for Mr. Stein. The success of the Company
will also depend upon its ability to attract and retain highly qualified
additional management personnel as the Company grows. The failure to obtain, or
delays in obtaining, other key employees could have a material adverse effect on
the Company's business, financial condition and results of operations. See
"Management."

COMPETITION. There are several methods of food preservation commercially
available that compete directly or indirectly with the Company's Conserver
21(TM) Program. Many of the Company's competitors have substantially greater
financial, human and other resources than the Company as well as more experience
in the marketing and selling of post-harvest life extension products. There can
be no assurance that the Conserver 21(TM) Program will gain commercial
acceptance or establish any meaningful market share. Furthermore, any such
market share, if and when achieved, could be lost or reduced by enhanced
competition or the emergence of new and more effective preservation
technologies. See "Business -- Competing Processes."

LIMITED EXPERTISE IN MARKETING POST-HARVEST LIFE EXTENSION PRODUCTS. The
Company's initial marketing activities will be performed by its executive
officers and advisors. To varying degrees, such persons have had prior
experience in the food industry and marketing food products and services.
However, none have had any experience with Conserver 21(TM) or in marketing the
Conserver 21(TM) Program. In order to market and sell the Conserver 21(TM)
Program, as well as any future products and services, the Company will need to
maintain a sales force with technical expertise in the food preservation and
food transportation industries. There can be no assurance that the Company will
be able to gain such expertise or that such marketing efforts will be
successful. See "Management" and "Business -- Marketing Research."

BROAD DISCRETION IN APPLICATION OF OFFERING PROCEEDS. Approximately
$2,920,000, or 32.3%, of the net proceeds from the sale of Shares in this
Offering will be applied to working capital and other unspecified general
corporate purposes. Management, however, reserves the right to reallocate the
use of such proceeds in whole or in part as may be required by future business
circumstances. Accordingly, management of the Company will have broad discretion
over the use of proceeds. See "Business -- Source of Supply -- Manufacturing"
and "Use of Proceeds."

CONCENTRATION OF OWNERSHIP. Upon completion of this Offering, the current
stockholders of the Company will beneficially own approximately 66% of the
outstanding Shares of Common Stock. The Company's executive officers, directors
and their affiliates will beneficially own approximately 36.3% of all the
outstanding shares of Common Stock after this Offering. Consequently, these
stockholders will be able to determine the outcome of certain corporate actions
requiring stockholder approval, and will be able to elect the Board of Directors
of the Company. Such concentration of ownership may have the effect of
preventing a change in control of the Company. See "Dilution," "Principal
Stockholders" and "Description of Securities."

LIMITATION OF DIRECTOR LIABILITY. The Company's Certificate of
Incorporation provides that a director of the Company will not be personally
liable to the Company or its stockholders for monetary damages for

10
<PAGE> 11

breach of the fiduciary duty of care as a director, including breaches which
constitute gross negligence, subject to certain limitations imposed by the
Delaware General Corporation Law (the "DGCL"). Thus, under certain
circumstances, neither the Company nor the stockholders will be able to recover
damages even if directors take actions which harm the Company. See
"Management -- Indemnification of Directors and Officers and Related Matters."

IMMEDIATE SUBSTANTIAL DILUTION; DISPARITY OF CONSIDERATION. Purchasers of
Shares in this Offering will experience immediate and substantial dilution in
the net tangible book value of the shares of Common Stock purchased by them in
this Offering. The immediate dilution to purchasers of the Shares offered hereby
is $3.54, or approximately 71%, per share of Common Stock. Additional dilution
to future net tangible book value per share may occur upon the exercise of the
Underwriter's Warrants, currently outstanding options and warrants, options to
be issued under the Company's 1996 Stock Option Plan and warrants to be issued
to a holder of convertible debentures and its affiliates. The current
stockholders of the Company, including the Company's executive officers and
directors and persons or entities affiliated with them, acquired their Shares of
Common Stock for consideration substantially less than the public offering price
of the Shares of Common Stock offered hereby. As a result, new investors in this
Offering will bear substantially all of the risks inherent in an investment in
the Company. See "Capitalization," "Dilution" and "Certain Transactions."

NO DIVIDENDS AND NONE ANTICIPATED. To date, no dividends have been
declared or paid on the Common Stock, and the Company does not anticipate
declaring or paying any dividends in the foreseeable future, but rather intends
to reinvest profits, if any, in its business. See "Dividend Policy."

LACK OF PUBLIC MARKET; DETERMINATION OF OFFERING PRICE; VOLATILITY OF
PRICES OF THE SHARES. Prior to this Offering, there has been no public market
for the Shares. Although the Company has received conditional approval for the
quotation of the Shares on Nasdaq under the symbol "RIPE", there can be no
assurance that they will be quoted on such exchange or under such symbol or that
an active public market for the Shares will be developed or be sustained after
this Offering. The initial public offering price of the Shares offered hereby
have been arbitrarily determined by negotiations between the Company and the
Underwriter and bear no relationship to the Company's current earnings, book
value, net worth or other established valuation criteria. The factors considered
in determining the initial public offering prices included an evaluation by
management and the Underwriter of the history of and prospects for the industry
in which the Company proposes to compete, an assessment of the Company's
management, the prospects of the Company, its capital structure and certain
other factors deemed relevant. Furthermore, the trading prices of the Shares
could be subject to wide fluctuations in response to variations in the Company's
operating results, announcements by the Company or others, developments
affecting the Company or its competitors, suppliers or customers and other
events or factors. In addition, the stock market has experienced extreme price
and volume fluctuations in recent years. These fluctuations have had a
substantial impact on the market prices of many companies, often unrelated to
their performance, and may adversely affect the market prices for any or all of
the Shares. See "Underwriting."

POTENTIAL ADVERSE IMPACT ON MARKET PRICE OF SHARES; SHARES ELIGIBLE FOR
FUTURE SALE; ADDITIONAL REGISTERED SECURITIES. Sales of substantial amounts of
the Company's Shares in the public market after this Offering, or the perception
that such sales may occur, could materially adversely affect the market prices
of the Shares and may impair the Company's ability to raise additional capital
by the sale of its equity securities. Of the 6,385,404 Shares of Common Stock
(assuming the SES Reacquisition) to be outstanding upon completion of this
Offering, the 2,200,000 Shares offered hereby (2,530,000 Shares if the
Over-Allotment Option is exercised in full) will be immediately freely tradeable
without restriction under the Securities Act of 1933, as amended (the
"Securities Act") except for any securities purchased by an "affiliate" of the
Company (as that term is defined under the rules and regulations of the
Securities Act), which will be subject to the resale limitations of Rule 144
under the Securities Act. The remaining 4,185,404 Shares of Common Stock and all
the options and warrants outstanding prior to consummation of this Offering are
"restricted" securities within the meaning of Rule 144 under the Securities Act
and may be sold under the conditions of such rule, including satisfaction of
certain holding period requirements. All officers and directors of the Company
have agreed unconditionally not to, directly or indirectly, issue, offer, agree
or offer to sell, sell, transfer, assign, encumber, grant an option for the
purchase or sale of, pledge, hypothecate or otherwise dispose of any beneficial
interest in such Shares of Common Stock, including any options and warrants,
totalling approxi-

11
<PAGE> 12

mately 3,075,466 Shares fully diluted for a period of twenty seven (27) months
following the effective date of the Registration Statement. Certain holders of
warrants to purchase 550,000 shares of Common Stock have agreed unconditionally
not to, directly or indirectly, issue, offer, agree or offer to sell, sell,
transfer, assign, encumber, grant an option for the purchase or sale of, pledge,
hypothecate or otherwise dispose of any beneficial interest in such securities
for a period of twelve (12) months following the effective date of the
Registration Statement. A group of Shareholders who have also received Options
to purchase Common Stock at $2 per Share prior to the Offering have agreed
unconditionally not to, directly or indirectly issue, offer, agree or offer to
sell, sell, transfer, assign, encumber, grant, an option for the purchase or
sale of, pledge, hypothecate or otherwise dispose of any beneficial interest in
their holdings' totalling approximately 1,053,934 Shares fully diluted, for a
period of eighteen (18) months from the effective date of the Registration
Statement. Other holders of approximately 2,038,500 shares of the Company's
Common Stock including certain holders of options, warrants or other securities
convertible, exercisable or exchangeable for shares of Common Stock have agreed
not to, directly or indirectly, issue, offer, agree or offer to sell, sell,
transfer, assign, encumber, grant an option for the purchase or sale of, pledge,
hypothecate or otherwise dispose of any beneficial interest in such shares of
Common Stock for a period of twelve (12) months following the effective date of
the Registration Statement without the prior written consent of the Company and
the Underwriter, except in connection with private transactions (not involving a
public offering) in which the transferee(s) agrees in writing to be similarly
bound. The holders of Convertible Debentures issued by the Company between
September and November of 1996 have agreed not to, directly or indirectly,
issue, offer, agree or offer to sell, sell, transfer, assign, encumber, grant an
option for the purchase or sale of, pledge, hypothecate or otherwise dispose of
any beneficial interest in such securities (approximately 212,500 shares of
Common Stock when diluted) for a period of twelve (12) months following the
effective date of the Registration Statement without the prior written consent
of the Company and the Underwriter. The Underwriter has represented that it will
not release the Convertible Debenture holders from such restriction prior to the
lapse of the twelve (12) month period. It is not known what effect, if any,
future sales of additional securities or the availability of such securities for
sale will have on the market price of the Shares prevailing from time to time.
Nevertheless, the sale or availability for sale of significant quantities of
securities could materially adversely affect the market prices of the Shares.
See "Description of Securities" and; "Shares Eligible for Future Sale."

POTENTIAL ADVERSE EFFECT OF FUTURE ISSUANCES OF AUTHORIZED PREFERRED
STOCK. The Company's Certificate of Incorporation authorizes the issuance of
preferred stock with such designations, rights and preferences as may be
determined from time to time by the Board of Directors. Accordingly, the Board
of Directors is empowered, without stockholder approval, to issue preferred
stock with such rates of dividends, redemption provisions, liquidation
preferences, voting rights, conversion privileges and other characteristics as
the Board of Directors may deem necessary. Such preferred stock, if issued,
could adversely affect the holders of the Common Stock. In addition, the
preferred stock could discourage, delay or prevent a takeover of the Company.
The Company has no present intention to issue any shares of preferred stock. See
"Description of Securities."

POTENTIAL ADVERSE EFFECT OF UNDERWRITER'S WARRANTS. At the consummation of
the Offering, the Company will sell to the Underwriter and/or its designees, for
nominal consideration, warrants to purchase up to 220,000 shares of Common Stock
(the "Underwriter's Warrants"). The Underwriter's Warrants will be exercisable
for a period of four years commencing one year after the effective date of this
Offering, at an exercise price of $8.25 per share. At the discretion of the
Company's Board of Directors, the Underwriter may exercise its rights under the
Underwriter's Warrants by surrendering rights to acquire shares of Common Stock
of the Company pursuant to the Underwriter's Warrant having a fair market value
on the date of the exercise equal to the cash exercise price. For the term of
the Underwriter's Warrants, the holders thereof will have, at nominal cost, the
opportunity to profit from a rise in the market price of the Shares of Common
Stock of the Company without assuming the risk of ownership, with a resulting
dilution in the interest of other security holders. As long as the Underwriter's
Warrants remain unexercised, the Company's ability to obtain additional capital
might be adversely affected. Moreover, the Underwriter may be expected to
exercise the Underwriter's Warrants at a time when the Company would, in all
likelihood, be able to obtain any needed capital through a new offering of its
securities on terms more favorable than those provided by the Underwriter's
Warrants. See "Underwriting."

12
<PAGE> 13

NO ASSURANCE OF CONTINUED NASDAQ QUOTATION. The Board of Governors of the
National Association of Securities Dealers, Inc. has established certain
standards for the initial quotation and continued quotation of a security on
Nasdaq. The standards for initial quotation require, among other things, that an
issuer have total assets of $4,000,000 and capital and surplus of at least
$2,000,000; that the minimum bid price for the listed securities be $3.00 per
share; that the minimum market value of the public float (the shares held by
non-insiders) be at least $2,000,000, and that there be at least two market
makers for the issuer's securities. While the Company has been approved for
listing on Nasdaq, the Company's securities may be delisted for a variety of
reasons. Nasdaq may delist the Common Stock of the Company if it finds it is in
the public interest or if the Company fails to meet maintenance standards. The
maintenance standards require, among other things, that an issuer have total
assets of at least $2,000,000 and capital and surplus of at least $1,000,000;
that the minimum bid price for the listed securities be $2.00 per share; that
the minimum market value of the "public float" be at least $1,000,000 and that
there be at least two market-makers for the issuer's securities. A deficiency in
either the market value of the public float or the bid price maintenance
standard will be deemed to exist if the issuer fails the individual stated
requirement for ten consecutive trading days. If an issuer falls below the bid
price maintenance standard, it may remain on Nasdaq if the market value of the
public float is at least $1,000,000 and the issuer has $2,000,000 in equity. The
Securities and Exchange Commission has approved new maintenance requirements
which were proposed by Nasdaq. These rules would require the Company to have
either $2,000,000 net tangible assets or market capitalization of $35,000,000 or
$500,000 net revenue in two of its last fiscal years. In addition the Company
would have to have a public float of at least 500,000 shares. There can be no
assurance that the Company will continue to satisfy the requirements for
maintaining a Nasdaq quotation. In addition, recent proposals which would impose
more strict compliance standards if enacted would make it more difficult to
maintain Nasdaq quotation for the Company's Common Stock. If the Company's
Common Stock were to be excluded from Nasdaq, it would adversely affect the
prices of such securities and the ability of holders to sell them, and the
Company would be required to comply with the initial listing requirements to be
relisted on Nasdaq.

If the Company is unable to satisfy Nasdaq's maintenance requirements and
the price per share were to drop below $5.00, then unless the Company satisfied
certain net asset tests, the Company's securities would become subject to
certain penny stock rules promulgated by the Securities and Exchange Commission
(the "Commission"). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from such rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. If the Company's Common Stock becomes subject to the penny
stock rules, investors in the Offering may find it more difficult to sell their
Securities.

UNDERWRITER'S POTENTIAL INFLUENCE ON THE MARKET. A significant number of
the Shares offered hereby may be sold to customers of the Underwriter. Such
customers may engage in transactions for the sale or purchase of such Securities
through or with the Underwriter. Although it has no obligation to do so, the
Underwriter intends to make a market in the Shares and may otherwise effect
transactions in such Shares. If it participates in such market, the Underwriter
may influence the market, if one develops, for the Shares. Such market-making
activity may be discontinued at any time. Moreover, if the Underwriter sells the
securities issuable upon exercise of the Underwriter's Warrants, it may be
required under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), to temporarily suspend its market-making activities. The prices and
liquidity of the Shares may be significantly affected by the degree, if any, of
the Underwriter's participation in such market. See "Underwriting."

13
<PAGE> 14

LIMITED EXPERIENCE OF UNDERWRITER. The Underwriter has never acted as lead
underwriter in connection with a public offering and has acted as co-manager in
two prior firm commitment public offerings. No assurance can be given that
Janssen/Meyers Associates' limited public offering experience will not affect
the subsequent development of a trading market. Investors should consider this
lack of public offering experience in making an investment decision.

CLASSIFIED BOARD OF DIRECTORS. The Company's stockholders and Board of
Directors recently approved an amendment to the Company's Certificate of
Incorporation which divides the Board of Directors into three classes. One-third
of the Board members are to subject to re-election each year commencing with the
1998 Annual Meeting. These provisions will make it more difficult for a third
party to obtain a majority of the Board, and may have the effect of hindering,
delaying, or preventing a change in control of the Company. This may have an
adverse effect upon the trading price of the Common Stock after the Offering is
completed.

14
<PAGE> 15

USE OF PROCEEDS

The net proceeds to the Company from the sale of the Shares in this
Offering are estimated to be approximately $9,030,000 ($10,490,250 if the
Over-allotment Option is exercised in full), after deducting the estimated
underwriting discounts and commissions and other offering expenses payable by
the Company. The Company intends to use the estimated net proceeds as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
PURPOSE AMOUNT NET PROCEEDS
----------------------------------------------------------- ---------- -------------
<S> <C> <C>
Marketing and distribution(1).............................. $1,000,000 11.1%
Inventory purchases of Conserver 21(TM)(2)................. 1,500,000 16.6
Development of new applications and products(3)............ 500,000 5.5
Loans to be used as purchase credits(4).................... 1,000,000 11.1
Repayment of indebtedness(5)............................... 1,760,000 19.5
Employee payroll/Hiring new employees...................... 350,000 3.9
Working capital and general corporate purposes(6).......... 2,920,000 32.3
---------- -----
Total............................................ $9,030,000 100.0%
========== =====
</TABLE>

- ---------------
(1) Includes the costs of implementing the Company's business strategy including
identification of potential customers, researching their needs and providing
services during a short term testing period. The Company also intends to
explore marketing and other strategic alliances with growers, shippers and
retailers. Also includes the cost of establishing and acquiring computer and
laboratory equipment for field offices to support the evaluation and testing
of products by the Company's technical representatives. See
"Business -- Business Strategy -- Initial Market Entry."

(2) Includes the costs of acquiring a sufficient supply of Conserver 21(TM) to
be used for market tests as well as providing customer services. See
"Business."

(3) To be used in connection with research and development relating to
additional uses of Conserver 21(TM), as well as investigating other products
that may be complementary to the Company's use of Conserver 21(TM). See
"Business -- Marketing Research."

(4) Required loans pursuant to the Distribution Agreement with such amounts to
be repayable through inventory purchase offsets and royalty payment offsets
over a three to four year period. See "Business -- Distribution Agreement."

(5) Includes the repayment of $500,000 plus accrued interest at 10%, to a
director of the Company who advanced such amount to Agrotech to fulfill a
Company obligation to make loans pursuant to the Distribution Agreement. See
"Business -- Distribution Agreement" and "Certain Transactions." The balance
represents the (i) repayment of $1,000,000 and accrued interest at a rate of
12% per annum through April 30, 1997 to a non-affiliate. (the Company used
the loan for working capital purposes); and (ii) $150,000 for the possible
repayment of loans to Convertible Debenture Holders. See Note [J] to the
Financial Statements. See "Management's Discussion and Analysis of Financial
Condition and Plan of Operation -- Liquidity and Capital Resources."

(6) Includes the costs of implementing Conserver 21(TM) program protocols,
purchasing or leasing capital equipment, establishing a laboratory facility,
leasing new office space and warehouse space, and other facilities intended
for the Company's operations. Although the Company has not commented any
negotiations in this regard, it anticipates the costs of such new facility,
office and warehouse spaces to be approximately $150,000 per year.

The foregoing represents the Company's best estimate of the allocation of
the net proceeds of the Offering, based upon the current status of its
operations and anticipated business plans over the next 24 months. It is
possible, however, that the application of funds will differ considerably from
the estimates set forth herein due to changes in the economic climate and/or the
Company's planned business operations or unanticipated complications, delays and
expenses. Any reallocation of the net proceeds will be at the

15
<PAGE> 16

discretion of the Board of Directors of the Company. See "Risk Factors -- Broad
Discretion in Application of Offering Proceeds."

Pending the foregoing uses, the net proceeds of this Offering will be
invested in short-term investment grade, interest bearing securities.

The Company currently estimates that the net proceeds from this Offering
will be sufficient to meet the Company's liquidity and working capital
requirements for a period of at least 24 months from the completion of this
Offering. However, there can be no assurance that the net proceeds of this
Offering will satisfy the Company's requirements for any particular period of
time. Additional financing may be required to implement the Company's long-term
business plans. There can be no assurance that such additional financing will be
available when needed on terms acceptable to the Company, if at all. See
"Management's Discussion and Analysis of Financial Condition and Plan of
Operation -- Liquidity and Capital Resources."

DIVIDEND POLICY

The Company plans to retain any future earnings for use in its business
and, accordingly, the Company does not anticipate paying dividends in the
foreseeable future. Payment of dividends is within the discretion of the
Company's Board of Directors and will depend, among other factors, upon the
Company's earnings, financial condition and capital requirements.

16
<PAGE> 17

CAPITALIZATION

The following table sets forth (i) the actual capitalization of the Company
at February 28, 1997 and (ii) February 28, 1997 capitalization of the Company as
adjusted to reflect the sale of the 2,200,000 Shares offered by the Company
hereby and the initial application of the estimated net proceeds therefrom after
deducting underwriting discounts and commissions and estimated offering expenses
payable by the Company. See "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Plan of Operation" and Notes A, D and J of
Notes to Financial Statements. This section should be read in conjunction with
the Company's financial statements and related notes appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
FEBRUARY 28, 1997
-----------------------------
ACTUAL AS ADJUSTED
------------ ------------
<S> <C> <C>
Total long-term debt, excluding current portion......... $ 1,000,000 $ --
Preferred Stock, $.01 par value; 5,000 shares
authorized; none issued and outstanding............... -- --
Common Stock, $.001 par value, 30,000,000 shares
authorized; 4,210,404 shares issued and outstanding at
February 28, 1997; 6,385,404 shares issued and
outstanding at February 28, 1997 as adjusted(1)....... 4,211 6,385
Additional paid-in capital.............................. 2,963,907 15,576,733
Deficit accumulated during the development stage........ (2,645,792) (6,250,792)(2)
-------- --------
Total stockholders' equity......................... 322,326 9,332,326
-------- --------
Total capitalization.......................... $ 1,322,326 $ 9,332,326
======== ========
</TABLE>

- ---------------
(1) Number of shares issued and outstanding at February 28, 1997 as adjusted
assumes the consummation of the SES Reacquisition.
(2) Includes non-cash compensation charges incurred after February 28, 1997 of
approximately $3,585,000 consisting of: (i) $1,020,000 in connection with
the issuance of 500,000 options by the Company in April 1997 at an exercise
price of $2.00 per share; (ii) $525,000 in connection with the issuance of
725,000 options by the Company in April 1997 at an exercise price of $5.00
per share; and (iii) $2,040,000 expected to be recorded by the Company in
connection with the value attributed to warrants, issuable upon the
consummation of this Offering to a holder of convertible debentures and an
affiliate thereof, exercisable for 550,000 shares of Common Stock at an
exercise price of $2.00 per share. See Note D of Notes to Financial
Statements.

17
<PAGE> 18

DILUTION

At February 28, 1997 the Company had a net tangible book value of $23,349,
or approximately $.01 per share of outstanding Common Stock. Net tangible book
value per share represents the Company's total tangible assets less total
liabilities, divided by the number of shares of Common Stock outstanding. After
giving effect to receipt of the estimated net proceeds from the Company's sale
of 2,200,000 Shares at the assumed initial public offering price of $5.00 per
Share (after deducting offering discounts and commissions and estimated offering
expenses payable by the Company), the net tangible book value of the Company at
February 28, 1997 as adjusted would have been approximately $9,332,326, or
approximately $1.46 per share. This represents an immediate increase in net
tangible book value of $1.45 per share to existing stockholders and an immediate
dilution of $3.54 per share, or 71%, to purchasers of Common Stock in this
Offering.

The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share of Common Stock...... $5.00
Net tangible book value per share as of February 28, 1997............ .01
Increase per share attributable to this Offering..................... 1.45
----
As adjusted net tangible book value per share after this Offering.... 1.46
-----
Dilution per share to new investors(1)............................... $3.54
=====
</TABLE>

The following table summarizes the number of shares of Common Stock
purchased from the Company, the total consideration paid and the average price
per share paid by (i) existing stockholders of the Company at February 28, 1997
and (ii) new investors purchasing Shares in this Offering, before deducting the
underwriting discounts and commissions and estimated Offering expenses:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION WEIGHTED
------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders (2)......... 4,185,404 66% $ 3,175,514 22% $ .76
New investors..................... 2,200,000 34% $11,000,000 78% $5.00
---------- ---- ----------- ----
Total................... 6,385,404 100% $14,175,514 100%
========== ==== =========== ====
</TABLE>

- ---------------
(1) After giving effect to the receipt of the net proceeds from the exercise of
(i) the outstanding warrants to purchase 325,000 shares of Common Stock;
(ii) the outstanding options to purchase 1,720,000 shares of Common Stock;
(iii) the 550,000 warrants to be issued to a convertible debt holder and its
affiliate and (iv) the conversion of $750,000 of outstanding indebtedness of
the Company into 150,000 shares of Common Stock, the net tangible book value
of the Company at February 28, 1997 as adjusted would have been
approximately 19,354,826, or approximately $2.11 per share. This represents
an immediate dilution of $2.89 per share, or 58%, to purchasers of Common
Stock in this Offering. These figures do not include 495,000 shares of
Common Stock available for issuance in connection with the Company's 1996
Stock Option Plan. Options issued from the plan will be exercisable at the
then current fair market price of the Company's Common Stock.

(2) Includes the SES Reacquisition.

18
<PAGE> 19

SELECTED FINANCIAL DATA

STATEMENT OF OPERATIONS DATA(1):

<TABLE>
<CAPTION>
MARCH 6, 1996 MARCH 6, 1996
(DATE OF SIX MONTHS (DATE OF
INCORPORATION) TO ENDED INCORPORATION) TO
AUGUST 31, 1996 FEBRUARY 28, 1997 FEBRUARY 28, 1997
----------------- ----------------- -----------------
<S> <C> <C> <C>
Revenues............................... $ -- $ -- $ --
Compensation charges in connection with
issuance of options and
warrants(2).......................... 907,201 223,000 1,130,201
General and administrative expenses.... 458,611 849,888 1,308,499
----------- ----------- -----------
Operating (loss)....................... (1,365,812) (1,072,888) (2,438,700)
Interest expense, net of interest
income............................... 21,259 185,833 207,092
----------- ----------- -----------
Net (loss)............................. $(1,387,071) $(1,258,721) $(2,645,792)
=========== =========== ===========
Net (loss) per share of Common Stock... $ (.32) $ (.26)
----------- -----------
Weighted average number of shares of
Common Stock outstanding............. 4,390,767 4,844,733
=========== ===========
Pro-forma net (loss) per share of
Common Stock......................... $ (.88)
-----------
</TABLE>

BALANCE SHEET DATA:

<TABLE>
<CAPTION>
FEBRUARY 28, 1997
--------------------------
AUGUST 31, AS
1996 ACTUAL ADJUSTED(3)
----------- ----------- -----------
<S> <C> <C> <C>
Working capital.............................. $ 2,239,902 $ 1,015,585 $ 9,324,562
Total assets................................. 2,443,436 2,156,075 10,076,075
Total current liabilities.................... 199,156 833,749 743,749
Deficit accumulated during development
stage...................................... (1,387,071) (2,645,792) (6,250,792)(4)
Stockholders' equity......................... 1,244,280 322,326 9,332,326
</TABLE>

- ---------------
(1) The Company is in the development stage, and has had no commercial
operations to date. See Note A of Notes to Financial Statements.

(3) Gives effect to the sale by the Company of the Shares offered hereby at the
initial public offering price of $5.00 per Share and the initial application
of the estimated net proceeds therefrom. See "Use of Proceeds."

(5) Pro-forma net (loss) per share of common stock is based on the weighted
average number of shares and net (loss), both as adjusted for the
transactions described in (4) above. Incremental shares included in
outstanding shares have been based upon the treasury stock method.

19
<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with
the Financial Statements and related Notes contained elsewhere in this
Prospectus.

GENERAL

The Company, which was organized in March 1996, is in the development stage
and its activities since the date of incorporation have been primarily limited
to negotiating distribution arrangements, privately raising both debt and equity
funding, product testing and recruiting management personnel. The Company has
received the exclusive license to import, promote, distribute, market, sell and
otherwise commercially exploit Conserver 21(TM) in the United States and Canada,
and holds the exclusive option and right of first refusal to exercise such
rights throughout the world.

BUSINESS STRATEGY

The Company believes that there are significant opportunities to provide
technologies and services which can retard spoilage and decay in fruits,
vegetables and flowers during the course of storage and transportation from
point of packing to point of retail sale. The Company intends to offer a quality
assurance management program to its customers pursuant to which technical
representatives will provide inspection services prior to shipping to ensure
that the inspected fruits, vegetables and flowers meet certain quality standards
and to oversee the proper use of Conserver 21(TM) in the packing and
transportation of such fruits, vegetables and flowers.

RESULTS OF OPERATIONS

The Company has a limited operating history upon which an evaluation of its
performance and prospects can be made. During the period from March 6, 1996
(date of incorporation) to February 28, 1997, the Company's activities were
primarily limited to organizational efforts and privately raising capital to
defray its organizational expenses and the development of its business plan.
During such period the Company had no revenues and incurred a net loss of
$2,645,792. Included in the net loss were (i) non-cash compensation charges of
$1,130,201 recorded in connection with the value attributed to options and
warrants issued by the Company in March and August 1996 and January 1997; (ii)
non-cash compensation charges of $130,000 for services to the Company
contributed by Charles H. Stein, its President and Chief Executive Officer;
(iii) a charge of approximately $126,000 related to amortization of debt
discount created by the value attributed to shares of Common Stock issued to
holders of convertible debentures and (iv) accrued interest expense of $120,000
on convertible notes. Through February 28, 1997, the Company has spent
approximately $1,139,000 to fund its operations, such expenditures consisting
primarily of travel expenses and professional and consulting fees.

LIQUIDITY AND CAPITAL RESOURCES

Since its date of incorporation, the Company has relied upon privately
raised debt and equity funding to fund its operations. From March 1996 through
November 1996, the Company raised $3,172,000 through the private placement of
Common Stock at a purchase price of $5.00 per share. In May 1996, the Company
issued a convertible debenture to the SES Family Trading and Investment
Partnership, L.P. ("SES") in the aggregate principal amount of $1,000,000.
Pursuant to the terms of such debenture, as amended, interest accrues at the
rate of 12% per annum, with principal and interest to be paid out of the net
proceeds of this Offering. See "Use of Proceeds." The Company and SES agreed to
amend the terms of the debenture to eliminate the conversion rights contained
therein which the Company estimates would have entitled such holder to receive
in excess of approximately 2,000,000 shares of Common Stock upon conversion.
Instead, SES and its affiliate will receive warrants upon the consummation of
the Offering to purchase 550,000 shares of Common Stock at an exercise price of
$2.00 per share, exercisable for a period of 6 years commencing one year from
the date of issuance. The Company expects to record non-cash compensation
charges of

20
<PAGE> 21

approximately $2,040,000 in connection with the value attributed to the issuance
of such warrants. The Company will also re-acquire 25,000 shares of Common Stock
from the SES affiliate upon the consummation of the Offering. In addition, the
Company expects to record non-cash compensation charges of approximately
$1,545,000 related to options issued in April 1997.

In September and November 1996, the Company issued convertible debentures
in the aggregate principal amounts of $600,000 and $150,000, respectively.
Principal, and accrued interest at a rate of 10% per annum, is payable on the
one year anniversary of the date of issuance. The holders of the debentures may
elect to convert, at any time, all unpaid principal and accrued interest into
shares of Common Stock at a rate of $5.00 per share. In addition, the holders of
the debentures aggregating $150,000 issued in November 1996 can elect to be paid
in full upon the consummation of the Offering.

In October and November 1996, the Company repurchased 1,366,667 shares of
Common Stock from Conserver Investments, S.A., an unaffiliated company, for an
aggregate purchase price of $1,800,000.

The provisions of Financial Accounting Standard No. 123 "Accounting for
Stock-Based Compensation" ("FAS 123") became effective for the Company's first
fiscal year-end. Pursuant to the choice afforded it in FAS 123, the Company has
elected to report under the basis of Accounting Principles Board Opinion No. 25.
Disclosures required by the Company's election may be found in Note E(2) of the
financial statements.

The Company is in the development stage and its operations are subject to
all of the risks inherent in the establishment of a new business enterprise,
including the need to obtain financing, lack of revenues and the uncertainty of
market acceptance of its business. The Company has not as yet derived any
revenues from operations and has incurred losses since inception. Its
accumulated deficit at February 28, 1997 was $2,645,792. No operating revenues
are anticipated until such time, if ever, as the Company can demonstrate the
commercial viability of its Conserver 21(TM) Program. The Company currently has
no orders and there can be no assurance that potential customers will be willing
to incur the costs of the Conserver 21(TM) Program. In addition, the use of
Conserver 21(TM) in a post-harvest quality maintenance assurance program such as
the Conserver 21(TM) Program has not yet been demonstrated on a commercial basis
outside of Spain. There can be no assurance regarding whether or when the
Company will successfully implement its business plan or operate profitably. See
"Risk Factors."

The Company currently estimates that the net proceeds from this Offering
will be sufficient to meet the Company's liquidity and working capital
requirements, including additional expenditures for inventory purchase
(including the repayment of $500,000 plus interest accrued at 10% to James
Stanton, a director of the Company, for a loan made on behalf of the Company to
Agrotech pursuant to the Distribution Agreement for the prepayment of these
purchases), leasing new office space, warehouse space, and establishing a
laboratory facility, for a period of at least 24 months following the
consummation of this Offering. The continued expansion and operation of the
Company's business beyond such 24 month period may be dependent on its ability
to obtain additional financing. In the event the Company's plans change, its
assumptions prove to be inaccurate or the net proceeds of this Offering together
with the privately raised funds prove to be insufficient to fund operations (as
a result of future changes in the industry, general economic conditions,
unanticipated increases in expenses or other factors) the Company may be
required to seek additional financing. Any additional equity financing may be
dilutive to stockholders and debt financing, if available, will likely include
restrictive covenants, including financial maintenance covenants restricting the
Company's ability to incur additional indebtedness and to pay dividends. The
Company has no current arrangement with respect to, or sources of, additional
financing and there can be no assurance that any needed financing would be
available to the Company on acceptable terms, or at all. The Company's ability
to obtain additional financing will depend upon, among other things, the
willingness of financial organizations to participate in funding and the
Company's financial condition and results of operations.

The Company's future performance will be subject to a number of business
and other factors, including those beyond the Company's control, such as
economic downturns and changes in the marketplace, as well as the level of
competition and the ability of the Company to successfully implement its
business strategy and effectively monitor and control its costs. Further, there
can be no assurance that the Company will be able to generate significant
revenues or achieve profitable operations.

21
<PAGE> 22

BUSINESS

THE COMPANY

Conserver Corporation of America (the "Company") has licensed the exclusive
right to distribute, market, sell and otherwise commercially exploit Conserver
21(TM), a product composed of a non-toxic mixture of sepiolite and mineral
salts, in the United States and Canada through March 2022, subject to extension.
In addition, the Company holds an option and a right of first refusal to
exercise such rights throughout the world. Tests have been performed on
Conserver 21(TM) over the past 35 months variously by the Company, the
manufacturer of Conserver 21(TM), its predecessor in interest and companies with
which it contracted. In addition, various non-affiliated laboratories,
commissioned by certain of the aforementioned entities from time to time in
various parts of the world, utilizing independently derived protocols, have
demonstrated that the use of Conserver 21(TM) can extend the post-harvest life
of fruits, vegetables and flowers.

Conserver 21(TM) works like a sponge by cleansing ethylene and other gases
emitted by fruits, vegetables and flowers from the atmosphere of a storage or
transport container thereby retarding their spoilage, lengthening their
post-harvest life and minimizing their shrinkage during ripening. These gases,
if allowed to remain in the atmosphere of the container, would be reabsorbed by
the perishable cargo during its maturation process, resulting in its accelerated
decay. Conserver 21(TM) also releases carbon dioxide and water vapor, thereby
assisting fruits, vegetables and flowers to maintain their freshness. Conserver
21(TM), a non-invasive product, is manufactured in the form of cylindrical
granules and placed in sealed filters or packets which are then positioned
within a storage or transport space.

The Company believes that Conserver 21(TM) can be used in conjunction with
a comprehensive quality assurance maintenance program to provide more
commercially saleable fruits, vegetables and flowers more reliably and cost
effectively than is achieved by current industry practices. It is currently
common for some growers of fresh fruits and vegetables to pick and ship their
products prior to their being fully ripened in an effort to reduce spoilage and
to minimize the extent of the natural decay that occurs in the transportation of
perishables. This often results in delivery of fruits and vegetables that are
unevenly ripened, have less mass and a compromised taste. Growers and
distributors have resorted to using expensive storage and transportation methods
in an effort to reduce the incidence of such commercially unsatisfactory
products. The Company believes that Conserver 21(TM) which, for illustrative
purposes, has the capacity, as demonstrated by independent testing, to extend
the post-harvest life of certain varieties of tomatoes, strawberries, sweet
peppers and lilies by as much as 7, 10, 9 and 5 days, respectively, offers an
improved alternative to such methods. The Company intends to develop a quality
assurance maintenance program utilizing Conserver 21(TM) that will provide
fruit, vegetable and/or flower inspection and supervision services from point of
harvest or packing to point of retail sale (the "Conserver 21(TM) Program"). The
Company intends to market the Conserver 21(TM) Program to growers, distributors,
supermarket chains and other retailers who can benefit from the availability of
more saleable perishables.

The Company believes that the Conserver 21(TM) Program can offer the
following benefits:

- Increase the shelf-life of fruits, vegetables and flowers.

- Increase the sugar content, enrich the color and enhance the weight and
taste of fruits and vegetables which will be able to be harvested nearer
their height of ripeness.

- Reduce the shrinkage and spoilage of fruits and vegetables during storage
resulting in a greater product yield available for sale by supermarkets
and other retailers.

- Reduce the time and expense involved in handling and sorting produce in
storage and transport.

- Extend the selling season for many fruits and vegetables.

- Reduce the costs of transporting highly perishable fruits, vegetables and
flowers as slower and less expensive means can be utilized due to the
longer post-harvest life of the perishables.

22
<PAGE> 23

The Company also, over time, intends to utilize its rights to distribute
the product throughout the world and explore the efficacy of Conserver 21(TM) in
aiding food distribution to areas suffering with agriculturally inhospitable
climates as well as its use in opening new markets for fresh fruits and
vegetables which were previously deemed too perishable to access distant
countries.

The Company's distribution and marketing rights are derived from the
Distribution Agreement with Agrotech 2000, S.L. ("Agrotech") a Spanish company
that manufactures and packages Conserver 21(TM) near Madrid and whose principal
stockholder is Alfonso de Sande Moreno, the developer of Conserver 21(TM). Sr.
Moreno has assigned or caused the assignment of all rights, title and interest
in and to the patents and other intellectual property underlying Conserver
21(TM) to Agrotech.

MARKET OVERVIEW

The Company has targeted the fruit, vegetable and flower markets for the
initial introduction of its Conserver 21(TM) Program. The fresh fruit market
generated (in billions) $16.7 and $15.9 in U.S. retail sales in 1995 and 1994,
respectively, while the fresh vegetable market generated $42.0 and $38.9 in U.S.
retail sales in 1995 and 1994, respectively. The flower market generated $14.1,
$13.2, and $12.9 in U.S. retail sales in 1995, 1994, and 1993, respectively.

Over the last decade, there has been a significant increase in demand for
high quality fresh fruits and vegetables. The Company believes that this demand
is evidenced by the increase in vine-ripened and organic products, the increased
supply of fresh-cut salads and fruits and the trend among growers to employ
company branding of fresh produce.

The Company believes that today's consumers will purchase branded produce
because of the expectation of uniform quality associated with established
brands. For example, names like Dole(TM) and Chiquita(TM) have become synonymous
with premium quality pineapples and bananas. The Company believes it can
generate consumer loyalty and establish the kind of brand name market success
that has been achieved with processed foods, but has been comparatively
undeveloped to date in the fresh produce market. The Company believes that its
Conserver 21(TM) Program will be attractive to growers and retailers who want to
offer branded fruits and vegetables with an extended post-harvest life as well
as uniform quality.

The Company also believes that the Conserver 21(TM) Program will be
attractive to flower growers and retailers. Approximately 48%, or $6.7 billion,
of the flowers sold in the United States are from foreign countries. Using the
Conserver 21(TM) Program would lessen the time pressure of delivery and enable
the flowers to be transported by cargo ship or other economical means, thereby
reducing the transportation cost.

Depending upon the success of the Conserver 21(TM) Program in the United
States and Canada, the Company expects to be able to explore the commercial
opportunities of using the Conserver 21(TM) Program in other countries and
accessing previously untapped markets for fruits and vegetables.

COMPETING PROCESSES

There are several methods used today to extend the post-harvest life of
fruits, vegetables and flowers. The most commonly used are ethylene "adsorbers,"
modified atmosphere packaging, controlled atmosphere systems and gamma
irradiation.

Ethylene Adsorbers reduce the amount of ethylene in the atmosphere
surrounding produce, by adsorbing the ethylene being released by the produce.
These products can only adsorb or "scrub" ethylene until they reach their point
of saturation. Without inspection and management, these products often reach
their level of saturation, after which they essentially stop working, allowing
the produce to rapidly decay and spoil. Additionally, they are often not
marketed in an integrated fashion which would provide a service and benefit to
shippers, retailers and consumers. The Company believes that these products are
of significantly reduced efficacy and value in a humid environment, which
greatly limits their usefulness on a practical basis.

Modified atmosphere packaging involves changing the mixture of gases
(usually nitrogen and carbon dioxide) in the atmosphere in which fruits,
vegetables and flowers are stored or shipped to prevent the growth

23
<PAGE> 24

and spread of mold. In a typical modified atmosphere system, gases are
introduced to control the enzyme systems that cause tissue respiration. Although
modified atmosphere systems can assist in the reduction of mold, they do not
restrict the normal spoilage and decay process of fruit and vegetables. Another
drawback is that each variety of produce has to be stored separately because of
its differing requirements for preservation.

Controlled atmosphere systems maintain a pre-defined mixture of poisonous
gases in the atmosphere surrounding fruits or vegetables, by constantly
measuring and replenishing the component gases as needed. When fruit is released
from such an artificial environment, however, there is a significant possibility
of the entire stored load being spoiled and unfit for sale or consumption
(sources normally estimate this likelihood at 2-5%). In addition, fruits and
vegetables spoil quickly and unpredictably after release from this artificial
environment. As a result, the Company believes that the controlled atmosphere
process represents only a partial solution to some of the problems of long-term
storage. Additionally, it is publicly unpopular to treat foods in a poisonous
gas environment, however scientifically harmless to the foods.

Gamma irradiation in carefully controlled dosages can be effective in
controlling decay and insect infestations on such produce as papayas, mangos,
bananas, pineapples and grapefruits. Commercial application of gamma irradiation
is limited due to the cost and size of the equipment required for the treatment,
as well as public reluctance to purchase and consume irradiated foods. In a less
costly and sophisticated solution, ultraviolet lamps are sometimes used to
control bacteria and mold in refrigerated storage. Although ultraviolet light
can play a role in the control of bacteria and fungi, it has no effect on
preventing or slowing the decomposition and decay of fruits, vegetables or
flowers.

CONSERVER 21(TM)

The Company believes that use of its Conserver 21(TM) Program offers a
natural, non-invasive method of extending the post-harvest life of fruits,
vegetables and flowers for a longer period of time than any other currently
utilized technique. Conserver 21(TM), which is composed of sepiolite and mineral
salts, works like a sponge. When placed in a storage or transport area with
fresh fruit, vegetables and flowers, it adsorbs gases, most notably ethylene,
detrimental to the preservation of food and also stimulates the creation of
carbon dioxide and water vapors. This combination of ethylene removal, which
helps delay the food maturation process, and the increase in carbon dioxide and
water vapors, which enhances the produce's natural ability to remain vital,
produces a uniquely beneficial environment for post-harvest life extension.
Unlike other methods of extending post-harvest life, Conserver 21(TM) is not
applied directly to the fruits, vegetables or flowers or into the environment.

Conserver 21(TM) is manufactured in the form of cylindrical granules and is
currently available in two packaged forms: filters and packets. The filters are
designed to be placed in front of the vents of air conditioning or ventilation
systems of storage areas and transport vehicles so that the gases emitted by
fruits, vegetables and flowers can be adsorbed. Each filter provides the
effective coverage for the volume equivalent of a 20 foot container, or
approximately 30 cubic meters. Generally, filters may be attached to air vents
through the use of a universal bracket, and do not require any change to the
existing air conditioning or ventilation equipment. The packets can be placed in
boxes or crates containing the produce being stored or shipped. The granules
within the packet are activated by the gases emitted by the ripening fruits,
vegetables and/or flowers.

Conserver 21(TM) may be stored for up to 18 months in its original sealed
packaging prior to being opened for use. After the sealed packaging is opened,
Conserver 21(TM) retains its effectiveness for up to 30 days, depending on the
particular environment in which the product is being used. Each filter or packet
will be bar coded or otherwise identified, to insure its use only prior to its
expiration date and so each filter or packet can be tracked from its initial
point of installation until it is returned to the Company.

Tests conducted by independent laboratories over the last 35 months in
France, Spain, The Netherlands, Denmark, Israel and the United States, as well
as the Company's own market tests with potential customers, have demonstrated
that Conserver 21(TM) can scrub over 70% more ethylene than competitive products
in simulated trials and can also retard the spoilage of perishable produce and
flowers, lengthen their post-harvest life and reduce shrinkage in the transport
process.

24
<PAGE> 25

CONSERVER 21(TM) PROGRAM

The Company's Conserver 21(TM) Program is intended to ensure that fruits,
vegetables and flowers purchased from growers meet quality standards of
freshness which are then maintained through the packing and transportation
process until delivery and sale to the consumer.

Pre-Transport Inspection. Prior to shipping, the fruits, vegetables or
flowers will be inspected by one of the Company's technical representatives. The
Company intends primarily to hire retired or off-duty inspectors from the United
States Department of Agriculture, already experienced in the area of food and
flower inspection, to act as technical representatives.

The Company's inspection standards will be formulated to ensure that the
fruits, vegetables or flowers subject to inspection are:

- at the optimal level of maturation and ripeness, freshly harvested and
free from visually apparent disease; and

- in conformity with quality standards established by the Company's
customers relating to taste, smell and appearance.

Conserver 21(TM) Installation. After inspection, the Company's technical
representatives will install, or oversee the installation of, Conserver 21(TM)
filters or packets at appropriate sites, including trucks, storage areas,
cooling rooms and warehouse areas, in accordance with protocols being developed
by the Company for each particular line of fruits, vegetables and flowers.

Post-Transportation Inspection and Collection. Depending upon the
customer's requirements, shipped items may be re-inspected at the point of
retail warehouse delivery by a technical representative during unloading and
delivery to ensure that quality standards have been maintained during the
storage and shipping process.

Potential Benefits.

- Higher Level of Consumer Satisfaction. Retail distributors using the
Conserver 21(TM) Program will be able to offer customers higher quality
produce without a significant increase in cost. Foods which were
previously harvested before maximum ripeness to avoid spoilage in
shipping can now be harvested when riper. Generally, harvesting nearer to
peak maturation means that most fruits and vegetables will have a higher
sugar content, richer color and better taste. In addition, the selling
season for produce which is not available year-round can be extended
because riper produce can be harvested, stored with reduced spoilage and
delivered for retail sale "out of season."

- Reduced Shipping Costs. In some instances, retail distributors' cost of
products may decrease significantly due to the Conserver 21(TM) Program,
which can slow the decay of highly perishable items, thereby allowing
shipment by less expensive means of transport than otherwise used.
Unusual and exotic produce and flowers which currently have to be shipped
overseas via air transport can be shipped via slower, less expensive
means of transport.

- Increased Weight. The Conserver 21(TM) Program should generally result
in a higher weight yield of fruits, vegetables and flowers upon delivery
because of reduced spoilage. Since the retail distributor often pays the
grower by weight at the time of transport, this would generate increased
profitability for growers. In addition, the production of water vapor
attributable to the use of Conserver 21(TM) reduces the amount of
shrinkage in the cargo during shipment. Consequently, if there is less
spoilage and shrinkage through the use of Conserver 21(TM), the weight
and marketability of fruits and vegetables delivered for retail sale is
higher, thereby generating additional profits for the retail distributor
as well.

- Reduced Handling Costs. The Conserver 21(TM) Program, by reducing the
detrimental effects of ethylene, could cut the time and expense needed to
maintain shipments of produce in storage. Currently, distributors and
handlers must inspect shipments by hand to remove individual fruits and
vegetables whose advanced stage of decay could accelerate the maturation
of the remaining fruits and

25
<PAGE> 26

vegetables. With Conserver 21(TM), the deterioration of ripened fruits
and vegetables would be reduced, lessening the need for hand-inspections
and eliminating the cost for those extra inspections as well as the costs
incurred by the delay in the shipment of fruits, vegetables and flowers
to market.

BUSINESS STRATEGY

Market Opportunities. Based on tests performed and commissioned by the
Company, Agrotech and its predecessor in interest, and other companies with
which it contracted, the following examples highlight some of the market
opportunities for the Company's Conserver 21(TM) Program.

- Strawberries
Growers and distributors in California ship more than 600
million pounds of strawberries annually, most requiring
transport over several days. The post-harvest life of
strawberries can be extended for up to 10 additional days
utilizing Conserver 21(TM), resulting in greater volume and
higher quality berries for distributors to sell.

- Oranges Conserver 21(TM) can extend the post-harvest life of certain
types of oranges from 21 days to as much as 60 days allowing
growers to harvest at the end of the season when the oranges
are at their highest quality.

- Tomatoes Most tomatoes are harvested before they are ripe and then
ripened to specific customer specifications by repackers using
a "forced ripening" system. This results in compromised taste
and added expense. The Company believes that Conserver 21(TM)
can extend the post-harvest life of tomatoes from 12 to as much
as 40 days, enabling tomatoes to be harvested when they are
vine ripened and allowing them to be sold for a premium price,
at their maximum weight and at their height of natural
ripeness.

- Flowers Approximately 48% of the flowers sold in the United States are
imported via air freight. The Company believes that its
Conserver 21(TM) Program can slow down the post-harvest decay
and increase the post-harvest life of certain varieties of
carnations and lilies to as long as 7 and 5 days, respectively,
enabling these flowers to be shipped by less expensive means of
transport. In addition, Conserver 21(TM) has tested to be a
factor in reducing the yellowing of "Pinto Salmon" Geranium
transplants over a six day period. Because of Conserver
21(TM)'s efficacy, certain flowers should be able to be
commercially harvested and stored longer to meet peak demand
for the major holidays for flower sales -- Valentine's Day,
Mother's Day and Easter.

Initial Market Entry. In order to demonstrate projected savings to
prospective customers, the Company's management and advisors will work with its
prospective customers in analyzing their: (i) specific sources of supply of
fruits and vegetables; (ii) distribution and storage policies; and (iii)
warehouse and delivery procedures.

After completing its analysis, the Company will request a prospective
customer to agree to a demonstration by the Company of the potential cost
savings and other benefits which may be derived by the prospective customer from
its use of the Conserver 21(TM) Program. The Company will implement such
demonstration utilizing operational procedures designed specifically for the
customer, including but not limited to, pre-shipment inspections, installation
and recovery of Conserver 21(TM) packets and filters and coordination with
transporters and warehouses. The Company will also provide the prospective
customer with an analysis of the results of the demonstration and the potential
economic benefits of its use of the Conserver 21(TM) Program, all at no cost to
the prospective customer. Although the Company believes that the anticipated
results of these demonstrations will result in firm orders for use of the
Conserver 21(TM) Program, there can be no assurance that the Company's attempts
at initial market development will be successful.

Price. The Company expects to charge customers a fee based on the weight
of each shipment of fruits, vegetables or flowers it transports or stores using
the Conserver 21(TM) Program. The Company intends that its fee will represent
merely a percentage of the financial benefit derived by its customers through
the sale of greater quantities of higher quality fruits, vegetables and flowers
with reduced shipping and handling costs

26
<PAGE> 27

derived from their use of the Conserver 21(TM) Program and as a result, will
represent no increased cost to the Company's customers.

Branded Service. The Company intends to establish a Conserver 21(TM)
"Freshness Seal" or other identifying trademark which will identify products
utilizing the Conserver 21(TM) Program.

Future Opportunities. As permitted by the development of the Company's
business in the future, the Company may explore the commercial feasibility of
purchasing seasonal fruits and vegetables, and storing them utilizing Conserver
21(TM) so that the stored fruits and vegetables can be sold at "out of season"
premium prices. In addition the Company, as business allows, will explore the
commercial applications of Conserver 21(TM) in other countries.

MARKETING RESEARCH

The Company has engaged Mr. Elie Toledano as an advisor to assist the
Company with the development of its protocols, marketing strategies and
research, as well as identifying the products with which Conserver 21(TM) can be
effectively utilized. Mr. Toledano had been actively involved for almost two
years in organizing and supervising the testing of Conserver 21(TM).

The Company will continue to perform studies to demonstrate the advantages
of Conserver 21(TM) over ethylene adsorbers and other methods of produce life
extension. The Company also expects to explore additional uses of Conserver
21(TM) in the United States, Canada and in other countries around the world as
well. Such potential uses include Conserver 21(TM)'s use in pre-packaged produce
items such as salads, as well as its potential to extend the lives of exotic
fruits and vegetables indigenous to certain geographical locales, as well as
other foodstuffs such as meat, poultry and fish, in addition to other diverse
applications such as absorbing cigarette and cigar smoke. The Company will work
closely with the research and development teams of Agrotech on any related
modifications to Conserver 21(TM).

AGROTECH

Introduction

Agrotech is the Spanish company which manufactures and packages Conserver
21(TM) in all its forms in its facility near Madrid, Spain. Alfonso de Sande
Moreno, the inventor of the Conserver 21(TM) technology, is Agrotech's majority
shareholder. Sr. Moreno has assigned all of the patents to Conserver 21(TM) in
his name to Agrotech, and is causing the transfer to Agrotech of other patents
and trademark rights from Agrotech's predecessor in interest Conserver XXI,
S.A., a Spanish company ("Conserver XXI") the majority shareholders of which are
the sole shareholders of Agrotech.

Agrotech currently operates a manufacturing facility near Madrid which the
Company has been advised has a sufficient capacity to handle the business
anticipated from the Conserver 21(TM) Program. Agrotech possesses all of the
patent rights to Conserver 21(TM). While the Company has been advised that
Agrotech currently markets and sells Conserver 21(TM) to the Central Produce
Market in Madrid, Spain, the Company has also been advised that Agrotech has
never produced or supplied the quantities of Conserver 21(TM) product that the
Company anticipates it will need to satisfy its market in the United States and
Canada.

Prior Agreements

In May 1995, Conserver XXI had licensed the exclusive rights to distribute
and market Conserver 21(TM) worldwide to Groupe Conserver, an affiliated group
of companies based in Brussels (which were not affiliated with Conserver XXI).
In March, 1996 the Company entered into a distribution agreement with certain of
the Groupe Conserver entities for the exclusive marketing and distribution
rights to Conserver 21(TM) in the United States and Canada. That agreement was
amended in October 1996. Upon learning of a dispute between Conserver XXI and
Groupe Conserver, which threatened the Company's supply of Conserver 21(TM), the
Company entered into an agreement with Conserver Purchasing Corporation
("Purchasing"), an unaffiliated Delaware corporation, whereby the Company,
through Purchasing, would have been able to acquire substantially identical
marketing and distribution rights from Conserver XXI in the event Groupe
Conserver

27
<PAGE> 28

could not deliver the product. By agreement between the Company and Purchasing
dated October 9, 1996, and subsequently amended on December 31, 1996, the
Company agreed to lend Purchasing up to $350,000 for the purpose of enabling
Purchasing to acquire an inventory of Conserver 21(TM), of which $328,550 had
been advanced to Purchasing through March 31, 1997. These loans, which are
payable on demand, bear interest at a rate of 8% per annum and are
collateralized by a lien on Purchasing's inventory of Conserver 21(TM). The
Company expects that it will take the inventory from Purchasing in repayment of
the loan. Due to the establishment of insolvency proceedings in Brussels
regarding Conserver Investments, S.A., the controlling entity of the Groupe
Conserver affiliates, and other perceived breaches, including Groupe Conserver's
loss of its rights from Conserver XXI, the Company terminated its distribution
agreement with Groupe Conserver in March of 1997. The Company subsequently
entered into the Distribution Agreement with Agrotech directly.

Distribution Agreement

In March 1997 the Company entered into the Distribution Agreement
establishing it as the exclusive licensee of the right to import, promote,
distribute, market and otherwise commercially exploit Conserver 21(TM) products
in the United States and Canada through March 2022, subject to extension. The
Company also holds the option and a right of first refusal to exercise such
exclusive rights throughout the world. The Company's rights also extend to any
variations on Conserver 21(TM) that may be developed and includes one, which is
currently available in Spain, for use with poultry, fish and meat. The Company
currently has not developed plans to use this variation of Conserver 21(TM) in
the United States or Canada but may do so in the future, in compliance with
applicable regulatory restrictions.

Under the terms of the Distribution Agreement, the Company must purchase a
minimum of $2,000,000 of Conserver 21(TM) products by April 1998 and must
continue to meet agreed upon minimum annual purchase goals to retain the
exclusivity of its rights. The Company is to pay Agrotech a stated per-unit
price for each sachet and filter of Conserver 21(TM), and is also required to
pay Agrotech a 4% royalty on net revenues derived from the Company's sales of
Conserver 21(TM). Royalties are payable 45 days after the end of each calendar
quarter. Net revenues are defined as the gross proceeds actually received by the
Company from the commercial exploitation of Conserver 21(TM) reduced by the cost
of packing, freight, insurance and federal, state and local taxes. Agrotech has
the right to borrow up to $1,000,000 from the Company as of May 1, 1997 and up
to an additional $500,000 commencing ninety (90) days after the offering with
such rights to borrow such amounts being exercisable throughout the term of the
Distribution Agreement. Loans shall be made at the one year interest rate for
Spanish Pesetas published in the Financial Times on the nearest business day
following each anniversary of the Effective Date. $1,000,000 of such loans shall
be repayable over a three year period as an offset against Conserver 21(TM)
purchases by the Company in excess of $2,000,000 annually and $500,000 of such
loans shall be payable out of royalties which may be due Agrotech from such
sales over a 3 to 4 year period. To date, $500,000 has been borrowed by
Agrotech, which amount has been funded by James Stanton, a Director of the
Company, on behalf of the Company. The Company shall repay Mr. Stanton in full
plus interest accrued at a rate of 10% per annum out of the proceeds of the
Offering. Charles Stein has agreed to personally guarantee a portion of the
Company's repayment obligation to Mr. Stanton.

Agrotech has the right, in its discretion, to substitute variations of
Conserver 21(TM) to fulfill the Company's orders but has covenanted that any
such product substitutions shall, at a minimum, meet currently approved
Conserver 21(TM) standards and shall be saleable in the same or compatible
formats as is needed by the Company for the Conserver 21(TM) Program. Agrotech
has also agreed to alter the existing Conserver 21(TM) formats at the Company's
request if, in the Company's discretion at any time such modification should be
necessary.

Pursuant to the terms of the Distribution Agreement, Agrotech has
represented and warranted that the Company has the exclusive right in the United
States and Canada to use the trademark "Conserver 21(TM)" for use in connection
with the marketing of Conserver 21(TM) Products.

The Distribution Agreement is automatically renewable beyond the Initial
Term for subsequent annual periods; provided, however, that the Distribution
Agreement can be terminated by either party by written notice ninety days prior
to the end of the Initial Term or prior to the end of each succeeding annual
term.

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<PAGE> 29

The Distribution Agreement (i) will be terminated automatically in case of
the insolvency or bankruptcy of one of the parties; or (ii) may be terminated by
either party for the substantial breach of any material provision by the other
party if the breaching party has not cured such breach within 30 days of written
notice thereof.

SOURCES OF SUPPLY; MANUFACTURING

Conserver 21(TM) is currently exclusively manufactured and packaged by
Agrotech in its own facilities located near Madrid, Spain. The Company believes
that its Conserver 21(TM) supply requirements, will fall within Agrotech's
current manufacturing capacity. See "Use of Proceeds."

The Distribution Agreement requires the Company to make loans to Agrotech
for the enhancement of its manufacturing capacity, as may be needed from time to
time to keep pace with demand. The Company does not have the right to build its
own facility. See "Risk Factors -- Sole Source of Supply; and "Business --".

REGULATORY REQUIREMENTS

The Company's intended utilization of Conserver 21(TM) to adsorb gases in
storage or transport containers filled with fruits, vegetables and flowers will
result in the natural production of carbon dioxide, which will have the effect
of retarding the growth of microorganisms and fungi also present in such
containers. Such retardation effect, however, may result in the technical
classification of Conserver 21(TM) as a "pesticide" under the rules and
regulations of the United States Environmental Protection Agency ("EPA") and
thus subject Conserver 21(TM) to the provisions of the Federal Insecticide
Fungicide and Rodenticide Act ("FIFRA"). The Company and its special counsel,
based on a review of the relevant statutes and regulations, have taken the
position that Conserver 21(TM) is not a pesticide. The Company has requested a
confirmation from the EPA that Conserver 21(TM) is not a pesticide, which
request has not as yet been acted upon. There can be no assurance that the EPA
will not determine Conserver 21(TM) to be a pesticide. Pesticides are required
to be registered with the EPA and their use is subject to compliance with EPA
labeling and packaging requirements. If the EPA determines that Conserver 21(TM)
is a pesticide, the Company will promptly proceed with EPA registration as both
FIFRA and applicable customs regulations prohibit the importation of
unregistered pesticides under penalty of possible civil and criminal sanctions.
FIFRA registration may require the performance of formal tolerance studies of
Conserver 21(TM)'s interaction with fruits and vegetables, which the Company
estimates may cost it between $75,000 and $150,000, and would take at least six
months to complete, thereby extensively delaying the Company's planned
commercialization of the Conserver 21(TM) Program. There can be no assurance
that the registration procedure will not entail longer delays and greater costs
and expenses. Based on its review of applicable regulations, the Company
believes that Conserver 21(TM) is not subject to United States Department of
Transportation hazardous materials requirements which regulate the transport of
certain hazardous substances.

The Company's proposed use of Conserver 21(TM) does not currently subject
it to any other material federal, state, or local regulatory approvals. The
Company has not, however, undertaken any investigation as to the applicable
requirements that may be imposed by regulatory agencies in Canada. There can be
no guaranty that such legal restrictions will not cause a delay in the Company's
ability to commercially develop the Conserver 21(TM)Program in Canada.

INSURANCE

The Company currently maintains comprehensive general liability and
property insurance with coverage of $1,000,000 per occurrence and umbrella
insurance of $4,000,000 per occurrence. There can be no assurance that such
coverage will be adequate to protect the Company from all potential losses.

EMPLOYEES

As of March 31, 1997, the Company had eight employees, including its five
executive officers.

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<PAGE> 30

FACILITIES

The Company maintains its headquarters in an executive office suite in
Coral Gables, Florida, on a month-to-month basis at a rental of approximately
$6,000 per month. The Company occupies approximately 1,000 square feet of office
space, has the right to use common areas and conference rooms and receives
office services. The Company also maintains an office in New York City at a cost
of approximately $3,845 per month. After the Offering, the Company expects to
move its Florida offices to a larger facility in the south Florida area although
the Company has not entered into any negotiations for such facilities. The
Company also intends to retain its office space in New York after the Offering.

LEGAL PROCEEDINGS

The Company is not presently a party to any material legal proceedings.

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<PAGE> 31

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------------------- ---- -------------------------------------
<S> <C> <C>
Charles H. Stein..................... 65 Chairman, President and Chief
Executive Officer
James V. Stanton..................... 65 Vice Chairman and Director
Douglas C. Rice...................... 53 Executive Vice President -- Chief
Operating Officer
Miles R. Greenberg................... 40 Senior Vice President -- Finance,
Treasurer and Chief Financial
Officer
Jeffrey H. Berg...................... 53 Vice President -- Research and
Development
Gerald M. Breslauer.................. 60 Vice President -- Administration and
Secretary
Michael Stanton...................... 23 Vice President -- Special Projects
Brian J. Bryce....................... 62 Director
Jay M. Haft.......................... 61 Director
Michael Jay Scharf................... 54 Director
</TABLE>

CHARLES H. STEIN has been Chairman, President and Chief Executive Officer
of the Company since its inception in March 1996. From June 1994 until March
1996, Mr. Stein was a private investor and consultant. From October 1993 until
June 1994, Mr. Stein was Chairman of HMI International Ltd., a Florida based
wholesaler and retailer of resale products. From 1985 to 1987, he was President
and Chief Executive Officer of Night Hawk Resources, Ltd. (Vancouver Stock
Exchange) which was engaged in oil and gas exploration in Texas and Alaska.
Prior thereto and from 1987, Mr. Stein was a private investor. Early in his
career, Mr. Stein pioneered the concept of packaging fresh orange juice in
"milk-type" cartons, which concept was sold to Kraft Foods, Inc. From December
1968 to October 1983, Mr. Stein was Chairman and Chief Executive Officer of
Hardwicke Companies Inc. (Nasdaq), which built, developed, or operated more than
50 restaurants (including Tavern on the Green, Maxwell's Plum, and Benihana),
health spas, theme parks in North America, Europe and Asia (including Great
Adventure in New Jersey), and duty-free shops. Prior to 1968, he was President
and Chief Executive Officer of Kitchens of Sara Lee, the world's largest bakery,
as well as a director, member of the Executive Committee, and a Vice President
of Consolidated Foods Corporation (NYSE), the parent company of Sara Lee.

JAMES V. STANTON has been Vice Chairman and a director of the Company since
its inception. From 1981 to 1988 he served as Executive Vice President of the
Delaware North Company, one of the largest privately held food companies in the
United States. Mr. Stanton has been an attorney and a registered lobbyist in
Washington, D.C. since 1988, and represented the 20th Congressional District of
Ohio in the United States House of Representatives from 1971 to 1977, where he
served on the Select Committee on Intelligence, the Government Operations
Committee, and the Public Works and Transportation Committee.

DOUGLAS C. RICE was appointed Vice President -- Corporate Development of
the Company in May 1996 and appointed Executive Vice President and Chief
Operating Officer in April 1997. Prior to joining the Company and from 1986, Mr.
Rice was an independent food technologies consultant, during which time he
provided advice and guidance for six years to the Charoen Pokphand Group, one of
Asia's largest food producers, on the operation, financing, management and
distribution aspects of businesses specializing in shrimp, fish, and chicken
products.

MILES R. GREENBERG was appointed Vice President and Chief Financial Officer
of the Company in September 1996 and appointed Senior Vice President on January
18, 1997. From 1994 until joining the Company, Mr. Greenberg served as Vice
President and Chief Financial Officer of F3 Software Corporation

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<PAGE> 32

("F3"), a developer and marketer of electronic forms composition and automation
software. From 1992 until assuming his positions at F3, he served as Controller
of BLOC Development Corporation (former parent company of F3), a publicly held
entity primarily engaged in the development, publishing and direct marketing of
computer software and hardware products. From 1985 to 1992, Mr. Greenberg served
as Vice President and Chief Financial Officer of The Levenshon Companies, Inc.
and its affiliates, a diversified financial services company. Mr. Greenberg is a
Certified Public Accountant formerly with KPMG Peat Marwick.

GERALD M. BRESLAUER has been Vice President -- Administration of the
Company since its inception. From 1991 until he joined the Company in March
1996, Mr. Breslauer was an agent of The Equitable Life Assurance Society of the
United States and the Equitable Variable Life Insurance Company and was a
registered representative of Equico Securities, Inc. Mr. Breslauer is licensed
to practice law in the State of New York.

MICHAEL STANTON was appointed Vice President-Special Projects in April
1997. Mr. Stanton is the son of James Stanton, Vice Chairman and Director of the
Company and is a graduate of the College of the Holy Cross in 1996. Mr. Stanton
shall serve the Company in identifying and developing new business opportunities
and special project applications for Conserver 21(TM.)

BRIAN J. BRYCE has been a director of the Company since July 1996. Since
1988, Mr. Bryce has been the sole principal and a director of Bryce & Company,
Limited, a consulting firm engaged in project finance. Mr. Bryce was employed by
Hyatt International Corporation from 1969 until 1988, initially as a Vice
President, ultimately becoming Vice Chairman in 1981.

JAY M. HAFT has served as a director of the Company since October 1996. A
practicing attorney for over 25 years, Mr. Haft also serves as Chairman of Noise
Cancellation Technologies, Inc., Extech, Inc., Jenna Lane, Inc. as well as
director of five other public companies whose respective securities are traded
on The Nasdaq Market. He is a Managing General Partner of Venture Capital
Associates, Ltd. and of Gen Am "1" Venture Fund, a domestic and an international
venture capital fund, respectively. From 1989 until 1994, he was a partner at
Parker Duryee Rosoff & Haft, counsel to the Company, in New York, New York. He
is currently of counsel to such firm. He is a member of the Florida State
Commission for Government Accountability to the People.

MICHAEL JAY SCHARF has been a director of the Company since September 1996.
Mr. Scharf has been Chairman, President and Chief Executive Officer of Niagara
Corporation (formerly International Metals Acquisition Corporation), a publicly
held specialty steel and metal company, since 1993. From 1989 until 1993, Mr.
Scharf was a private investor. From 1983 until 1989, he was Chairman and Chief
Executive Officer of Edgecomb Corporation, a leading independent metals
distribution company which was sold in 1989 to the Blackstone Group. Mr. Scharf
is also a director of Financial Services Acquisition Corp., a publicly held
company.

JEFFREY H. BERG, PH.D. was appointed Vice President of Research and
Development in January 1997. He will assume such office upon the effectiveness
of the Offering. Dr. Berg, who has agreed to devote approximately 50% of his
working time to Company affairs, will also seek new business opportunities for
the Company that are compatible with its current or future business. Since 1987
Dr. Berg has worked in the financial community as an analyst covering the health
care industry, including as a part-time employee of M. H. Meyerson & Co., Inc.,
a financial services firm, since September 1995. From 1981 to 1987 Dr. Berg
worked at PA Technology, an international consulting agency where he counseled
clients in the food industry and the health care industry. From 1974 to 1981 he
led product development laboratories at Johnson & Johnson's Patient Care
Division, and subsequently for the Consumer Products Division of Ortho
Pharmaceutical Corporation. Dr. Berg received a Ph.D in organic chemistry from
New York University in 1969 and subsequently spent four years at General Foods
in research.

The Company has agreed that, for a period of five years from the effective
date of the Registration Statement, the Underwriter may designate one person to
be elected to the Board of Directors of the Company or, in the alternative, the
Underwriter may designate one person to attend all meetings of the Company's
Board of Directors and to receive all notices of meetings of the Company's Board
of Directors and all other correspondence and communications sent by the Company
to members of its Board of Directors. Such designee may be an officer or
director of the Underwriter. If the Underwriter's designee is elected to the
Board

32
<PAGE> 33

of Directors such designee shall sit on the Company's Audit Committee. The
Company has agreed to reimburse the designee of the Underwriter for his
reasonable out-of-pocket expenses incurred in connection with their attendance
at meetings of the Company's Board of Directors and the Underwriter's designee
shall receive the same compensation as the Company's other non-employee
directors for service as a director. The Underwriter has not designated an
individual to serve in such capacity. See "Underwriting."

BOARD COMPOSITION

The Company currently has authorized five directors. In April, 1997, the
Board approved subject to stockholder approval, an amendment to the Company's
Amended Certificate of Incorporation to provide for a classified Board of
Directors effective upon closing of this Offering. In accordance with the terms
of such amendments, the Company's Board of Directors will be divided into three
classes. Class A, will consist of two stockholders (Messrs. Haft and Scharf)
whose term shall expire at the Company's annual stockholder meeting of 1998.
Class B, will consist of two directors (Messrs. Stanton and Bryce) whose term
shall expire at the Company's annual stockholder's meeting of 1999. Class C
shall consist of one director, Charles Stein whose term shall expire at the
Company's annual stockholder meeting of 2000. At each annual meeting of
stockholders beginning with the 1998 annual meeting, the successors to directors
whose terms will then expire will be elected to serve from the time of election
and qualification until the third annual meeting following election and until
their successors have been duly elected and qualified. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, such class
will consist of an equal number of directors. All stockholders of the Company's
Common Stock shall be able to vote in elections for the directors of each Class.

BOARD COMMITTEES

The Company's Board of Directors has an Audit Committee, a Compensation
Committee and a Stock Option Committee. The responsibility of the Audit
Committee (which, upon completion of this Offering, will consist of Messrs.
Stanton, Bryce and Scharf) include recommending to the Board of Directors the
firm of independent accountants to be retained by the Company, reviewing with
the Company's independent accountants the scope and result of their audits, and
reviewing with the independent accountants and management the Company's
accounting and reporting principles, policies and practices, as well as the
Company's accounting, financial and operating controls and staff. If a designee
of the Underwriter is elected to the Company's Board of Directors, such designee
will also serve as an outsider director on the Audit Committee. The Compensation
Committee (which, upon completion of this Offering, will consist of Messrs.
Stein, Stanton and Scharf) has responsibility for establishing and reviewing
employee compensation. The Stock Option Committee (which, upon completion of
this Offering, will consist of Messrs. Stein, Bryce and Haft) has responsibility
for administering and interpreting the Company's 1996 Stock Option Plan (the
"Plan"), and determining the recipients, amounts and other terms (subject to the
requirements of the Plan) of options which may be granted under the Plan from
time to time.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain summary information concerning the
aggregate total annual salary and bonus paid or accrued by the Company for
services rendered from inception through November 30, 1996 to its chief
executive officer.

ANNUAL COMPENSATION

<TABLE>
<CAPTION>
PRINCIPAL ALL OTHER
NAME POSITION SALARY$ BONUS$ OPTIONS COMPENSATION$
- ------------------------- ------------------------ ------- ------ ------- -------------
<S> <C> <C> <C> <C> <C>
Charles H. Stein......... Chief Executive Officer 0(1) 0 0 0
</TABLE>

- ---------------
(1) Pursuant to his employment agreement with the Company, Mr. Stein will begin
drawing an annual salary of $125,000 upon the consummation of this Offering
together with such additional increases as the Company's Board of Directors,
in its sole discretion, from time to time determines are appropriate. The
Company recorded non-cash compensation charges of $130,000 for services
contributed by Mr. Stein from inception through February 28, 1997.

33
<PAGE> 34

EMPLOYMENT AGREEMENT

Upon consummation of this Offering, the Company will enter into an
employment agreement with Charles H. Stein, President and Chief Executive
Officer of the Company. The agreement will have a three-year term which renews
for an additional year on each anniversary of the agreement, and will provide
for an annual base compensation of $125,000 together with such additional
increases as the Company's Board of Directors, in its sole discretion, from time
to time determines are appropriate. The agreement provides for certain employee
benefits including medical insurance, vacation and a car allowance, and also
contains a non-competition provision covering the term of the agreement as well
as for 36 months following termination.

STOCK OPTION PLAN

The Company's Board of Directors has adopted the Plan for officers,
employees, directors and consultants of the Company or any of its subsidiaries.
The Plan authorizes the granting of stock options to purchase an aggregate of
not more than 1,300,000 shares of the Company's Common Stock.

The Plan is administered by the Stock Option Committee of the Company's
Board of Directors (the "Committee"). In general, the Committee will select the
persons to whom options will be granted and will determine, subject to the terms
of the Plan, the number, the exercise period and other provisions of such
options. The options granted under the Plan will be exercisable in such
installments as may be provided in the grant.

Options granted to employees may be either incentive stock options ("ISOs")
under the Internal Revenue Code of 1986, as amended (the "Code") or non-ISOs.
The Committee may determine the exercise price, provided that, in the case of
ISOs, such price may not be less than 100% (110% in the case of ISOs granted to
holders of 10% of the voting power of the Company's stock) of the fair market
value (as defined in the Plan) of the Company's Common Stock at the date of
grant. The aggregate fair market value (determined at time of option grant) of
stock with respect to which ISOs become exercisable for the first time in any
year cannot exceed $100,000.

All options will be evidenced by a written agreement containing the above
terms and such other terms and conditions consistent with the Plan as the
Committee may impose. Each option, unless sooner terminated, shall expire no
later than 10 years (five years in the case of ISOs granted to holders of 10% of
the voting power of the Company's stock) from the date of the grant, as the
Committee may determine. The Committee has the right to amend, suspend or
terminate the Plan at any time, provided, however, that unless ratified by the
Company's stockholders within 12 months thereafter, no amendment or change in
the Plan will be effective: (a) increasing the total number of shares which may
be issued under the Plan; (b) reducing below fair market value on the date of
grant the price per share at which any option which is an ISO may be granted;
(c) extending the term of the Plan or the period during which any option which
is an ISO may be granted or exercised; (d) altering in any way the class of
persons eligible to participate in the Plan; (e) materially increasing the
benefits accruing to participants under the Plan; or (f) with respect to options
which are ISOs, amending the Plan in any respect which would cause such options
to no longer qualify for ISO treatment pursuant to the Code.

As of the date hereof, 805,000 options have been granted under the Plan.

ADVISORS

Mr. Walter Ford, on an as needed basis, will assist the Company's
management in developing potential clients. Mr. Ford has 46 years of experience
in the produce industry, including: (i) 25 years with Kroger Supermarkets with
whom he served in a variety of capacities including senior produce buyer for a
138 store district and Assistant Division Merchandiser in charge of field
merchandising; (ii) 4 years as Senior Produce Buyer for Schnuck Markets Inc.;
and (iii) most recently serving as Vice President-Produce of Bi-Lo Supermarkets
in Greenville, South Carolina. Ahold, a major global supermarket retailer, has
acquired seven U.S. regional supermarket chains, including Bi-Lo, Edwards, Tops
Markets, Giant Foods, Stop 'n Shop, Finast, and Pic-n-Pay, and has combined
their purchasing and marketing functions. Mr. Ford for many years directed all
these combined produce functions.

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<PAGE> 35

Mr. Elie Toledano has been engaged by the Company as an advisor to assist
the Company with the development of its testing protocols, marketing strategies
and research, as well as identifying the products with which Conserver 21(TM)
can be effectively utilized. Mr. Toledano served as Groupe Conserver's
scientific coordinator for almost two years, during which time he was
responsible for organizing and supervising the testing of Conserver 21(TM) in
laboratories around the world.

KEY EMPLOYEES

Dr. Guiwen Cheng, Ph.D had been engaged by the Company as an advisor to
assist the Company with research on, and testing and evaluation of, Conserver
21(TM) and was formally retained as Manager of Research and Development in April
1997. Dr. Cheng had been a research associate in the University of Florida
Horticultural Sciences Department since 1994 and, before that, held a similar
position with the University of California Davis, Department of Pomology. Dr.
Cheng has advanced degrees from two post-harvest technology academic centers
including an M.S. in Horticulture from the University of California, Davis and a
Ph.D. in Horticulture from Oregon State University. Dr. Cheng has published over
20 papers on various aspects of post-harvest horticultural technology.

COMPENSATION OF DIRECTORS

Following the consummation of this Offering, directors who are not employed
by the Company will be paid fees of $1,000 for each meeting a director attended
in person and reimbursement of any attendant personal expenses incurred in
connection therewith. In addition, all directors will be reimbursed for expenses
incurred on behalf of the Company. Directors of the Company are eligible for
grants of options under the Company's Stock Option Plan.

INDEMNIFICATION OF DIRECTORS AND OFFICERS AND RELATED MATTERS

The Company's Certificate of Incorporation limits, to the maximum extent
permitted by the Delaware General Corporation Law ("DGCL"), the personal
liability of directors and officers for monetary damages for breach of their
fiduciary duties as directors and officers (other than liabilities arising from
acts or omissions which involve intentional misconduct, fraud or knowing
violations of law or the payment of distributions in violation of the DGCL). The
Certificate of Incorporation provides further that the Company shall indemnify
to the fullest extent permitted by the DGCL any person made a party to an action
or proceeding by reason of the fact that such person was a director, officer,
employee or agent of the Company. Subject to the Company's Certificate of
Incorporation, the By-laws provide that the Company shall indemnify directors
and officers for all costs reasonably incurred in connection with any action,
suit or proceeding in which such director or officer is made a party by virtue
of his being an officer or director of the Company, except where such director
or officer is finally adjudged to have been derelict in the performance of his
duties as such director or officer.

The Company expects to enter into separate indemnification agreements with
its officers and directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the Company's
Certificate of Incorporation and By-laws. The indemnification agreements may
require the Company, among other things, to indemnify such directors and
officers against certain liabilities that may arise by reason of their status as
directors and officers (other than liabilities arising from willful misconduct
of a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance, if available on reasonable terms. The
Company believes these agreements are necessary to attract and retain qualified
persons as directors and officers.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim for such indemnification.

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<PAGE> 36

CERTAIN TRANSACTIONS

Following the Company's incorporation in March 1996, the Company issued an
aggregate of 4,880,167 shares of Common Stock to 24 persons, including Messrs.
Stein, Stanton, Breslauer, Haft and Scharf and Conserver Investments, SA, at a
price of $.001 per share.

During the period from April 1996 through November 1996, the Company issued
an aggregate of 634,400 shares of Common Stock to 49 persons at a price of $5.00
per share, including two persons who had previously acquired shares of Common
Stock at $.001 per share and 30,000 shares to two adult children of James V.
Stanton, a director of the Company. Subsequently in April 1997, options to
purchase 500,000 shares of Common Stock were granted to these 49 persons on a
pro rata basis at an exercise price of $2.00 per share.

In March 1996, options to purchase 75,000 shares of Common Stock at an
exercise price of $.50 per share were granted to Douglas Rice, Vice
President -- Corporate Development. The Company recorded compensation charges of
$337,500 in connection with the issuance of such options. See "Management's
Discussion and Analysis of Financial Condition and Plan of Operation." In August
1996 warrants to purchase 150,000 shares of Common Stock at a purchase price of
$5.00 per share were granted to each of Messrs. Haft and Stanton. In April 1997,
options to purchase 150,000 shares of Common Stock at a purchase price of $5.00
per share were granted to each of Messrs. Haft and Stanton and options to
purchase a total of 70,000 shares of Common Stock at an exercise price of $5.00
per share were granted to Michael Stanton, Vice President of the Company and
James Stanton's son. In September 1996 and April 1997, options to purchase a
total of 90,000 shares of Common Stock at an exercise price of $5.00 per share
were granted to Miles R. Greenberg, Senior Vice President and Chief Financial
Officer.

In October and November 1996, the Company repurchased, for an aggregate
repurchase price of $1,800,000, 1,366,667 of the 1,666,667 shares of Common
Stock originally acquired by Conserver Investments, SA (an affiliate of Groupe
Conserver) ("CI") in March 1996 in connection with the Groupe Conserver
Distribution Agreement. The remaining 300,000 shares of Common Stock were
transferred in November to two persons designated by the Company, each of whom
are non-affiliates of both the Company and Groupe Conserver or any of their
directors, officers or employees.

Pursuant to a Stockholder Agreement dated March 7, 1996 by and among
Charles Stein, Bruce Denis Allet on behalf of CI and a non-affiliate
stockholder, Mr. Allet has served on the Board of Directors as a designee of CI.
This agreement terminated effective upon the disposition by CI of its remaining
shares of Common Stock in November 1996, and Mr. Allet subsequently resigned as
a director of the Company.

Jay M. Haft, a director of the Company, is of counsel to Parker Duryee
Rosoff & Haft A Professional Corporation, which firm will be passing upon the
validity of the Securities being offered by the Company.

Since October, 1996, the Company has paid rent of $3,845 per month plus
utilities to Charles H. Stein for the use of his Manhattan suite as office space
for the Company. See "-- Facilities".

In April 1997, James Stanton advanced $500,000 to Agrotech on behalf of the
Company in fulfillment of a Company obligation under the Distribution Agreement.
The Company shall repay Mr. Stanton in full plus interest accrued at 10% per
annum out of the proceeds of the Offering. Charles Stein has agreed to
personally guarantee a portion of the Company's repayment obligation to Mr.
Stanton.

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<PAGE> 37

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of April 15, 1997 for (i) each executive
officer and director of the Company, (ii) each stockholder known by the Company
to be the beneficial owner of more than 5% of the outstanding Common Stock, and
(iii) all executive officers and directors as a group. Except as otherwise
indicated, the Company believes that the beneficial owners of the Common Stock
listed below, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to community
property laws where applicable.

<TABLE>
<CAPTION>
PERCENTAGE BENEFICIALLY
NUMBER OF OWNED
SHARES ---------------------------
NAME AND ADDRESS OF BENEFICIALLY BEFORE AFTER
BENEFICIAL OWNER(1) OWNED OFFERING(9) OFFERING(9)
- ------------------------------------------------------- ------------ ----------- -----------
<S> <C> <C> <C>
Charles H. Stein....................................... 1,000,000(2) 23.8% 15.7%
James V. Stanton....................................... 403,644(3) 8.9% 6.0%
Douglas C. Rice........................................ 25,000(4) * *
Miles R. Greenberg..................................... -- -- --
Jeffrey H. Berg........................................ -- -- --
Gerald M. Breslauer.................................... 50,000 1.2% *
Michael J. Stanton..................................... 26,822(5) * *
Brian J. Bryce......................................... 500,000(6) 11.9% 7.8%
Jay M. Haft............................................ 350,000(7) 7.8% 5.2%
201 S. Biscayne Boulevard, Suite 3000
Miami, FL 33133
Michael Jay Scharf..................................... 200,000(8) 4.8% 3.1%
704 Spinnakers Reach
Ponte Vedra, FL 32082
Jasmine Trustees Ltd................................... 500,000(6) 11.9% 7.8%
P.O. Box 675
St. Helier, Jersey Channel Islands
Dori Kallan, Daniel Kallan and 300,000 7.1% 4.7%
Joshua Kallan as joint tenants.......................
19999 Back Nine Drive
Boca Raton, FL 33498
The SES Family Investment and 550,000(9) -- 7.9%
Trading Partnership, L.P.............................
2859 Queens Courtyard Drive
Las Vegas, Nevada 89109
All executive officers and directors as a group (10 2,555,466 52.5% 36.3%
persons)
(2)(3)(4)(5)(6)(7) and (8)...........................
</TABLE>

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

* Represents beneficial ownership of less than 1% of the Common Stock.

(1) Unless otherwise indicated, the holders' address is c/o the Company, 2655
LeJeune Road, Suite 535, Coral Gables, Florida 33134.

(2) Represents shares held by a trust for the benefit of Mr. Stein's spouse and
children. Mr. Stein disclaims voting and investment power with respect to
the shares.

(3) Includes 20,000 shares held jointly by Mr. Stanton and his spouse and
323,644 shares of Common Stock underlying warrants and options exercisable
within 60 days of the date of the Prospectus. Does not include 30,000
shares owned by Mr. Stanton's adult children.

(4) Represents currently exercisable options to purchase 25,000 shares of the
Company's Common Stock at an exercise price of $.50 per share exercisable
after March 7, 1997.

(5) Includes 11,822 shares of Common Stock underlying options exercisable at $5
per share within 60 days of the date of this Prospectus.

(6) Represents shares held by Jasmine Trustees Ltd., a trust established for
the benefit of Mr. Bryce and his children. Mr. Bryce does not have voting
or dispositive power with respect to such shares.

(7) Includes 300,000 shares of Common Stock underlying warrants and options
exercisable within 60 days of the date of this Prospectus.

(8) Includes 200,000 shares held by the Scharf Family 1989 Trust for the
benefit of Mr. Scharf and his family.

(9) Represents shares issuable upon the exercise of warrants to be issued to
this entity upon consummation of this Offering and the concurrent repayment
by the Company of $1,000,000 in principal amount of indebtedness to this
entity. Does not include 25,000 shares presently owned by such entity which
are to be surrendered to the Company contemporaneously with such repayment
of indebtedness and issuance of warrants. See Note D of Notes to Financial
Statements.

(10) Assumes consummation of the SES Reacquisition upon the consummation of the
Offering.

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<PAGE> 38

DESCRIPTION OF SECURITIES

The following descriptions of the Company's securities are qualified in all
respects by reference to the Certificate of Incorporation and By-laws of the
Company. The Certificate of Incorporation of the Company authorizes the Company
to issue up to 5,000 shares of preferred stock, par value $.01 per share (the
"Preferred Stock"), none of which is outstanding and 30,000,000 shares of Common
Stock, par value $.001 per share.

COMMON STOCK

As of February 28, 1997, there were 4,210,404 shares of Common Stock
outstanding. There will be 6,385,404 shares of Common Stock outstanding after
giving effect to the sale of the Shares offered hereby and the SES
Reacquisition. The holders of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders.
Subject to preferential rights with respect to any 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. 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 remaining after payment
of liabilities and satisfaction of preferential rights and have no rights to
convert their Common Stock into any other securities. All shares of Common Stock
have equal, non-cumulative voting rights, and have no preference, exchange,
preemptive or redemption rights. The outstanding shares of Common Stock are, and
the Common Stock to be outstanding upon completion of the Offering will be,
fully paid and nonassessable. See "Capitalization."

WARRANTS AND CONVERTIBLE SECURITIES

Prior to the Offering, in August 1996, as a means of compensating certain
founders of the Company for their efforts in connection with the organization
and development of the business, the Company issued warrants to purchase
150,000, 150,000 and 25,000 shares of Common Stock to Jay M. Haft, James V.
Stanton and Gregory Pilkington, respectively, at an exercise price of $5.00 per
share. The Company has recorded compensation charges in the amount of $457,201
in connection with the value attributed to the issuance of such warrants. In
September and November 1996, the Company issued 10% Convertible Debentures in
the aggregate principal amounts of $600,000 and $150,000, respectively. The
holders of the debentures may elect to convert at any time all unpaid principal
and accrued interest into shares of Common Stock at a rate of $5.00 per share.
The holders of the debentures have agreed not to, directly or indirectly, issue,
offer, agree or offer to sell, sell, transfer, assign, encumber, grant an option
for the purchase or sale of, pledge, hypothecate or otherwise dispose of any
beneficial interest in such Securities for a period of twelve (12) months
following the effective date of the Registration Statement without the prior
written consent of the Underwriter and the Company. The Underwriter has
represented to Nasdaq that it will not release the Convertible Debenture holders
from such restriction prior to the lapse of the twelve (12) month period. The
holders of the debentures aggregating $150,000 issued in November 1996 can elect
to be paid in full upon the consummation of the Offering. In addition, the
Company has agreed to issue, upon the completion of the Offering, 550,000
warrants at an exercise price of $2.00 to SES and one of its affiliates. The
Company anticipates that it will record a non-cash compensation charge of
approximately $2,040,000 in connection with the value attributed to such
issuance. SES and its affiliate have also agreed unconditionally not to,
directly or indirectly, issue, offer, agree or offer to sell, sell, transfer,
assign, encumber, grant an option for the purchase or sale of, pledge,
hypothecate or otherwise dispose of any beneficial interest in such securities
for a period of twelve (12) months following the effective date of the
Registration Statement. See "Management's Discussion and Analysis of Financial
Condition and Plan of Operation -- Liquidity and Capital Resources" and "Shares
Eligible for Future Sale."

PREFERRED STOCK

The Company's Certificate of Incorporation authorizes the issuance of 5,000
shares of Preferred Stock with designations, rights and preferences determined
from time to time by its Board of Directors. Accordingly, the Company's Board of
Directors is empowered, without stockholder approval, to issue Preferred Stock
with

38
<PAGE> 39

dividend, liquidation, conversion, voting or other rights that could adversely
affect the voting power or other rights of the holders of the Common Stock. In
the event of issuance, the Preferred Stock could be used, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although the Company has no present intention to issue
any shares of its Preferred Stock, and has agreed with the Underwriter to
refrain from so doing for twelve (12) months following the Offering, there can
be no assurance that it will not do so in the future.

OPTIONS

As of the date of this Prospectus, options to purchase 125,000 shares of
Common Stock at an exercise price of $.50 and options to purchase 1,095,000
shares of Common Stock at an exercise price of $5.00 per share have been granted
to 9 persons. Of these options, 295,000 vest pro-rata over three years
commencing one year from the date of grant, 500,000 options granted in January
and April 1997 vest fully six months from the date of issuance, and 425,000 were
fully vested upon issuance in April 1997. The Company has recorded non-cash
compensation charges of $528,000 in connection with the issuance of the 125,000
options exercisable at $.50 per share and $670,000 for 925,000 of the options
exercisable at $5.00 per share. Of the total options granted, 805,000 were
granted under the Company's 1996 Stock Option Plan. See "Management --Stock
Option Plan" and Note J[5] and [6] of Notes to Financial Statements. In
addition, in April 1997, options to purchase 500,000 shares were granted to the
49 persons who purchased shares of Common Stock of the Company at $5.00 per
share during the period from April 1996 through November 1996. The Company will
record compensation charges of $1,020,000 in connection with the issuance of
such shares which are fully vested and exercisable at $2.00 per share.

SECTION 203 OF THE DGCL

The Company has elected to be bound by the provisions of Section 203 of the
DGCL which prohibits a publicly-held Delaware corporation 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 (i) prior to the date of the business combination, the
transaction is approved by the board of directors of the corporation; (ii) upon
consummation of the transactions which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
outstanding voting stock, or (iii) on or after such date, the business
combination is approved by the board of directors and by the affirmative vote of
at least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder. A "business combination" includes mergers, asset sales
and other transactions resulting in a financial benefit to the stockholder. An
"interested stockholder" is a person, who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of the
corporation's voting stock.

TRANSFER AGENT

The transfer agent for the Common Stock is American Stock Transfer & Trust
Company, New York, New York.

ANNUAL AND OTHER REPORTS

39
<PAGE> 40

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no market for the Shares. No
predictions can be made with respect to the effect, if any, that public sales of
shares of the Common Stock or the availability of Shares for sale will have on
the market price of the Common Stock after this Offering. Sales of substantial
amounts of the Common Stock in the public market following this Offering, or the
perception that such sales may occur, could adversely affect the market price of
the Common Stock or the ability of the Company to raise capital through sales of
its equity securities.

Upon completion of this Offering, the Company will have 6,385,404 shares of
Common Stock outstanding (after giving effect to the SES Reacquisition). Of
these shares, the 2,200,000 Shares sold in this Offering will be freely
tradeable without restriction or further registration under the Securities Act.

The remaining 4,185,404 shares and the $5.00 Warrants held by existing
stockholders will be restricted securities as that term is defined in Rule 144
under the Securities Act ("Restricted Shares"). Restricted Shares may be sold in
the public market only if registered under the Securities Act or if they qualify
for an exemption from registration under Rule 144 which is summarized below.
Sales of the Restricted Shares in the public market, or the availability of such
shares for sale, could adversely affect the market prices of the Common Stock
and Warrants.

In general, under Rule 144, a person (or persons whose shares are
aggregated) who has beneficially owned Restricted Shares for at least one year,
including the holding period of any securities which converted into the
Restricted Shares and including the holding period of any prior owner except an
affiliate of the Company, would be entitled to sell within any three-month
period a number of shares that does not exceed the greater of one percent of the
then outstanding shares of Common Stock (63,854 shares upon completion of this
Offering) or the average weekly trading volume of the Common Stock reported
during the four calendar weeks preceding such sale. Sales under Rule 144 are
also subject to certain manner of sale provisions, notice requirements and the
availability of current public information about the Company. Any person (or
persons whose shares are aggregated with such person) who is not deemed to have
been an affiliate of the Company at any time during the 90 days preceding a
sale, and who has beneficially owned shares for at least two years (including
any period of ownership of preceding non-affiliated holders), would be entitled
to sell such shares under Rule 144(k) without regard to the volume limitations,
manner of sale provisions, public information requirements or notice
requirements.

All officers and directors of the Company have agreed unconditionally not
to, directly or indirectly, issue, offer, agree or offer to sell, sell,
transfer, assign, encumber, grant an option for the purchase or sale of, pledge,
hypothecate or otherwise dispose of any beneficial interest in such shares of
Common Stock for a period of eighteen (18) months following the effective date
of the Registration Statement. Certain holders of warrants have agreed
unconditionally not to, directly or indirectly, issue, offer, agree or offer to
sell, sell, transfer, assign, encumber, grant an option for the purchase or sale
of, pledge, hypothecate or otherwise dispose of any beneficial interest in such
Securities for a period of twelve (12) months following the effective date of
the Registration Statement. A group of Shareholders who have also received
Options to purchase common stock at $2 per share prior to the Offering have
agreed not to, directly or indirectly, issue, offer, agree or offer to sell,
sell, transfer, assign, encumber, grant an option for the purchase or sale of,
pledge, hypothecate or otherwise dispose of any beneficial interest in their
securities for a period of eighteen (18) months following the effective date of
the Registration Statement. Other stockholders of the Company and certain
holders of options, warrants or other Securities convertible, exercisable or
exchangeable for shares of Common Stock have agreed not to, directly or
indirectly, issue, offer, agree or offer to sell, sell, transfer, assign,
encumber, grant an option for the purchase or sale of, pledge, hypothecate or
otherwise dispose of any beneficial interest in such shares of Common Stock for
a period of twelve (12) months following the effective date of the Registration
Statement without the prior written consent of the Company and the Underwriter,
except in connection with private transactions (not involving a public offering)
in which the transferee(s) agrees in writing to be similarly bound. The holders
of Convertible Debentures issued by the Company between September and November
of 1996 have agreed not to, directly or indirectly, issue, offer, agree or offer
to sell, sell, transfer, assign, encumber, grant an option for the purchase or
sale of, pledge, hypothecate or otherwise dispose of any beneficial interest in
such Securities for a period of twelve (12) months following the effective date
of the Registration Statement without the prior written consent of the Company
and the Underwriter. Nasdaq has required that the Convertible Debenture holders
and the $2.00 per share Option Holders not be released from such restrictions
prior to the lapse of the respective twelve (12) month and eighteen (18) month
periods.

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<PAGE> 41

UNDERWRITING

Janssen/Meyers Associates, LP, as Underwriter, has agreed, subject to the
terms and conditions of the Underwriting Agreement (the "Underwriting
Agreement") to purchase from the Company and the Company has agreed to sell to
the Underwriter on a firm commitment basis, the Shares at the initial offering
price.

The Underwriter is committed to purchase all the Shares of Common Stock
offered hereby, if any of such securities are purchased. The Underwriting
Agreement provides that the obligations of the Underwriter is subject to
conditions precedent specified therein.

The Company has been advised by the Underwriter that the Underwriter
proposes initially to offer the Securities to the public at the initial public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such prices less concessions not in excess of $.2125 per Share. Such
dealers may reallow a concession not in excess of $.10625 per Share to certain
other dealers. After the commencement of the Offering, the public offering
prices, concession and reallowance may be changed by the Underwriter.

The Underwriter has informed the Company that it does not expect sales to
discretionary accounts by the Underwriters to exceed five percent (5%) of the
Securities offered hereby.

The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Underwriter may be required to make. The Company has also
agreed to pay to the Underwriter a non-accountable expense allowance equal to 3%
of the gross proceeds derived from the sale of the Securities underwritten of
which $50,000 has been paid to date.

The Company has granted to the Underwriter an over-allotment option,
exercisable during the forty-five (45) day period from the date of this
Prospectus, to purchase up to an additional 330,000 shares of Common Stock at
the initial public offering price per Share, offered hereby, less underwriting
discounts and the non-accountable expense allowance. Such option may be
exercised only for the purpose of covering over-allotments, if any, incurred in
the sale of the Securities offered hereby. To the extent such option is
exercised in whole or in part, each Underwriter will have a firm commitment,
subject to certain conditions, to purchase the number of the additional
securities proportionate to its initial commitment.

In connection with this Offering, the Company has agreed to sell to the
Underwriter, for nominal consideration, warrants to purchase from the Company up
to 220,000 shares of Common Stock. The Underwriter's Warrants are initially
exercisable at a price of $8.25 per share of Common Stock for a period of four
(4) years, commencing at the beginning of the second year after their issuance
and sale and are restricted from sale, transfer, assignment or hypothecation for
a period of twelve (12) months from the date hereof, except to officers of the
Underwriter. The Underwriter's Warrants provide for adjustment in the number of
shares of Common Stock issuable upon the exercise thereof and in the exercise
price of the Underwriter's Warrants as a result of certain events, including
subdivisions and combinations of the Common Stock. The Underwriter's Warrants
grant to the holders thereof certain rights of registration for the securities
issuable upon exercise thereof. The Underwriter may exercise its rights under
the Underwriter's Warrants by surrendering rights to acquire shares of Common
Stock of the Company having a fair market value on the date of the exercise,
equal to the cash exercise price of the Underwriter's Warrant.

In connection with this Offering the Company also has entered into an
agreement whereby it (i) agrees to employ the Underwriter as its Investment
Banker and Financial Consultant for three years for an aggregate fee of $100,000
payable at closing; and (ii) for a period of five years, agrees to pay the
Underwriter the fee equal to five percent of the amount up to $5 million and
2 1/2% of the excess, if any, over $5 million of the consideration in any
transaction consummated by the Company with a party introduced to the Company by
the Representative.

All officers and directors of the Company have unconditionally agreed not
to, directly or indirectly, issue, offer, agree or offer to sell, sell,
transfer, assign, encumber, grant an option for the purchase or sale of, pledge,
hypothecate or otherwise dispose of any beneficial interest in such shares of
Common Stock for a period of eighteen (18) months following the effective date
of the Registration Statement. Certain holders of warrants have agreed
unconditionally not to, directly or indirectly, issue, offer, agree or offer to
sell, sell, transfer, assign,

41
<PAGE> 42

encumber, grant an option for the purchase or sale of, pledge, hypothecate or
otherwise dispose of any beneficial interest in such Securities for a period of
twelve (12) months following the effective date of the Registration Statement. A
group of Shareholders who have also received Options to purchase common stock at
$2 per share prior to the Offering have agreed not to, directly or indirectly,
issue, offer, agree or offer to sell, sell, transfer, assign, encumber, grant an
option for the purchase or sale of, pledge, hypothecate or otherwise dispose of
any beneficial interest in their securities for a period of eighteen (18) months
following the effective date of the Registration Statement. Other stockholders
of the Company and certain holders of options, warrants or other Securities
convertible, exercisable or exchangeable for shares of Common Stock have agreed
not to, directly or indirectly, issue, offer, agree or offer to sell, sell,
transfer, assign, encumber, grant an option for the purchase or sale of, pledge,
hypothecate or otherwise dispose of any beneficial interest in such shares of
Common Stock for a period of twelve (12) months following the effective date of
the Registration Statement without the prior written consent of the Company and
the Representative, except in connection with private transactions (not
involving a public offering) in which the transferee(s) agrees in writing to be
similarly bound. Certain holders of Convertible Debentures have agreed not to
directly or indirectly, issue, offer, agree or offer to sell, sell, transfer,
assign, encumber, grant an option for the purchase or sale of, pledge,
hypothecate or otherwise dispose of any beneficial interest in such shares of
Common Stock for a period of twelve (12) months following the Effective Date of
the Registration Statement without the prior written consent of the Company and
the Representative. Nasdaq has required that the Convertible Debenture holders
and the $2 per share Option Holders not be released from such restrictions until
the lapse of the respective twelve (12) month and eighteen (18) month periods.
An appropriate legend shall be marked on the face of certificates representing
all such Securities.

The Company has agreed not to, without the prior written consent of the
Underwriter, issue, sell, agree or offer to sell, grant an option for the
purchase or sale of, or otherwise transfer or dispose of any of its securities
for a period of twelve (12) months following the effective date of the
Registration Statement.

The Company has also agreed that, for a period of five (5) years from the
effective date of the Registration Statement, the Underwriter may designate one
person to be elected to the Board of Directors of the Company or, in the
alternative, the Underwriter may designate one person to attend all meetings of
the Company's Board of Directors and to receive all notices of meetings of the
Company's Board of Directors and all other correspondence and communications
sent by the Company to members of its Board of Directors. Such designee may be
an officer or director of the Underwriter. The Company has agreed to reimburse
designees of the Underwriter for their reasonable out-of-pocket expenses
incurred in connection with their attendance of meetings of the Company's Board
of Directors to the same extent it reimburses its other directors for such costs
and shall pay such designee the same salary as it pays to other non-employee
directors. The Underwriter's designate, if elected to the Board of Directors,
shall sit on the Audit Committee of the Company's Board of Directors.

Prior to this Offering, there has been no public market for the Common
Stock or the Warrants. Consequently, the initial public offering prices of the
Shares have been determined by negotiation between the Company and the
Underwriter and do not necessarily bear any relationship to the Company's asset
value, net worth, or other established criteria of value. The factors considered
in such negotiations, in addition to prevailing market conditions, included the
history of and prospects for the industry in which the Company competes, an
assessment of the Company's management, the prospects of the Company, its
capital structure, the market for initial public offerings and certain other
factors as were deemed relevant.

In connection with this Offering, certain Underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the Shares. Such
transactions may include stabilization transactions effected in accordance with
Rule 104 of Regulation M, pursuant to which such persons may bid for or purchase
Common Stock for the purpose of stabilizing their respective market prices. The
Underwriter also may create a short position for the account of the Underwriter
by selling more Shares in connection with the Offering than they are committed
to purchase from the Company and in such case may purchase Shares in the open
market following completion of the Offering to cover all or a portion of such
short position. The Underwriter may also cover all or a portion of such short
position by exercising the Underwriter's Over-allotment Options referred to
above. In addition, the Under-

42
<PAGE> 43

writer, may impose "penalty bids" under contractual arrangements with the
Underwriter whereby it may reclaim from an Underwriter (or dealer participating
in the Offering) for the account of other Underwriter, the selling concession
with respect to Shares that are distributed in the Offering but subsequently
purchased for the account of the Underwriter in the open market. Any of the
transactions described in this paragraph may result in the maintenance of the
price of the Shares at a level above that which might otherwise prevail in the
open market. None of the transactions described in this paragraph is required,
and, if they are undertaken, they may be discontinued at any time.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to a copy
of each such agreement which are filed as exhibits to the Registration
Statement. See "Additional Information."

LEGAL MATTERS

The validity of the securities being offered hereby will be passed upon for
the Company by Parker Duryee Rosoff & Haft A Professional Corporation, New York,
New York. Jay M. Haft, a director and stockholder of the Company, is counsel to
such Firm. Goldstein & DiGioia LLP, New York, New York, has acted as counsel to
the Underwriter in connection with this Offering.

EXPERTS

The financial statements of the Company as at August 31, 1996 and for the
period from March 6, 1996 (date of incorporation) through August 31, 1996,
included in this Prospectus, have been audited by Richard A. Eisner & Company,
LLP, independent auditors, as set forth in their report thereon appearing
elsewhere herein. Such financial statements are included herein and in the
Registration Statement in reliance upon such report and upon the authority of
said firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement on Form S-1 in
accordance with the provisions of the Securities Act of 1933, as amended, with
respect to the Shares offered hereby. This Prospectus, filed as part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits filed thereto. For further information
regarding the Company and the Shares offered hereby, reference is made to such
Registration Statement and to the exhibits filed therewith. Statements herein
contained concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement. The Registration Statement and the
exhibits may be inspected without charge at the offices of the Commission and,
upon payment to the Commission of prescribed fees and rates, copies of all or
any part thereof may be obtained from the Commission's principal office at the
Public Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the Northeast Regional Office, 7 World Trade
Center, New York, New York 10048. The Registration Statement may also be
accessed on the World Wide Web through the Commission's Internet address at
"http://www.sec.gov."

43
<PAGE> 44

[This page intentionally left blank]
<PAGE> 45

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

-INDEX -

<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
REPORT OF INDEPENDENT AUDITORS..................................................... F-2
BALANCE SHEETS AS AT AUGUST 31, 1996 AND FEBRUARY 28, 1997 (UNAUDITED)............. F-3
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM MARCH 6, 1996 (DATE OF INCORPORATION)
THROUGH AUGUST 31, 1996, FOR THE SIX MONTHS ENDED FEBRUARY 28, 1997 (UNAUDITED),
AND FOR THE PERIOD FROM MARCH 6, 1996 (DATE OF INCORPORATION) THROUGH FEBRUARY
28, 1997 (UNAUDITED)............................................................. F-4
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD FROM MARCH 6, 1996
(DATE OF INCORPORATION) THROUGH AUGUST 31, 1996 AND FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1997 (UNAUDITED).................................................... F-5
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM MARCH 6, 1996 (DATE OF INCORPORATION)
THROUGH AUGUST 31, 1996, FOR THE SIX MONTHS ENDED FEBRUARY 28, 1997 (UNAUDITED),
AND FOR THE PERIOD FROM MARCH 6, 1996 (DATE OF INCORPORATION) THROUGH FEBRUARY
28, 1997 (UNAUDITED)............................................................. F-6
NOTES TO FINANCIAL STATEMENTS...................................................... F-7
</TABLE>

F-1
<PAGE> 46

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders
Conserver Corporation of America
Coral Gables, Florida

We have audited the accompanying balance sheet of Conserver Corporation of
America (a development stage company) as at August 31, 1996, and the related
statements of operations, changes in stockholders' equity and cash flows for the
period from March 6, 1996 (date of incorporation) through August 31, 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 made 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 enumerated above present fairly,
in all material respects, the financial position of Conserver Corporation of
America at August 31, 1996 and the results of its operations and its cash flows
for the period from March 6, 1996 (date of incorporation) through August 31,
1996 in conformity with generally accepted accounting principles.

Richard A. Eisner & Company LLP

New York, New York
September 27, 1996

With respect to Notes A[1]-[5], E, H[2] and J
November 19, 1996
With respect to Note A[6]
April 9, 1997

F-2
<PAGE> 47

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1996 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash..................................................... $2,403,588 $1,492,134
Advances to officers and employees....................... 17,968 68,479
Note receivable (Note A[3]).............................. 258,300
Other current assets..................................... 17,502 30,421
------------- -------------
Total current assets.................................. 2,439,058 1,849,334
Fixed assets, net (Notes B[2] and C)....................... 4,378 7,764
Costs of public offering................................... 298,977
------------- -------------
TOTAL................................................. $2,443,436 $2,156,075
============= =============

LIABILITIES
Current liabilities:
Return of subscription funds (Note H[2])................. $90,000
Due to officers and employees............................ 3,839 $397
Notes payable -- current (net of $186,247 discount) (Note
J[1]) ................................................ 563,753
Accrued expenses......................................... 75,317 149,599
Accrued interest......................................... 30,000 120,000
------------- -------------
Total current liabilities............................. 199,156 833,749
Notes payable (Note D)..................................... 1,000,000 1,000,000
------------- -------------
Total liabilities..................................... 1,199,156 1,833,749
------------- -------------
Commitments and other matters (Note H)

STOCKHOLDERS' EQUITY
(Notes A, D, E and J)
Preferred stock, par value $.01, 5,000,000 shares
authorized, none issued and outstanding
Common stock, par value $.001, 30,000,000 shares
authorized, 5,211,567 shares and 4,210,404 shares issued
and outstanding at August 31, 1996 and February 28, 1997
(unaudited), respectively................................ 5,212 4,211
Subscriptions receivable................................... (2,741)
Additional paid-in capital................................. 2,628,880 2,963,907
(Deficit) accumulated during the development stage......... (1,387,071) (2,645,792)
------------- -------------
Total stockholders' equity............................ 1,244,280 322,326
------------- -------------
TOTAL................................................. $2,443,436 $2,156,075
============= =============
</TABLE>

The accompanying notes to financial statements are an integral part hereof.

F-3
<PAGE> 48

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE FOR THE
PERIOD FROM PERIOD FROM
MARCH 6, 1996 MARCH 6, 1996
(DATE OF (DATE OF
INCORPORATION) SIX MONTHS INCORPORATION)
THROUGH ENDED THROUGH
AUGUST 31, FEBRUARY 28, FEBRUARY 28,
1996 1997 1997
------------- ------------- -------------
<S> <C> <C> <C>
Compensation charges in connection with
issuance of options (Note E[2])......... $ 450,000 $ 223,000 $ 673,000
Compensation charges in connection with
issuance of warrants (Note E[1])........ 457,201 457,201
General and administrative expenses....... 458,611 849,888 1,308,499
------------- ------------- -------------
Operating (loss).......................... (1,365,812) (1,072,888) (2,438,700)
Interest expense, net of $8,741 and
$30,729 interest income in August and
February, respectively.................. 21,259 185,833 207,092
------------- ------------- -------------
NET (LOSS)................................ $ (1,387,071) $ (1,258,721) $ (2,645,792)
------------- ------------- -------------
Net (loss) per share of common stock...... $ (.32) $ (.26)
============= =============
Weighted average number of common shares
outstanding............................. 4,390,767 4,844,733
============= =============
</TABLE>

The accompanying notes to financial statements are an integral part hereof.

F-4
<PAGE> 49

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(NOTE E)

<TABLE>
<CAPTION>
DEFICIT
COMMON STOCK ACCUMULATED
PAR VALUE $.001 ADDITIONAL DURING THE
------------------------- SUBSCRIPTIONS PAID-IN DEVELOPMENT
SHARES AMOUNT RECEIVABLE CAPITAL STAGE TOTAL
--------- ------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Issuance of common
stock for cash of
$2,140 and
subscriptions in
March 1996........ 4,880,167 $4,881 $ (2,741) $ 2,140
Issuance of common
stock for cash
from April through
August 1996 ($5.00
per share)........ 331,400 331 $1,656,679 1,657,010
Compensation
charges in
connection with
issuance of
options (Note
E[2])............. 450,000 450,000
Compensation
charges in
connection with
issuance of
warrants (Note
E[1])............. 457,201 457,201
Compensation charge
in connection with
officer's
salary............ 65,000 65,000
Net (loss) for the
period from March
6, 1996 (date of
incorporation)
through August 31,
1996.............. $(1,387,071) (1,387,071)
--------- ------ ------------ --------- ---------- ----------
Balance -- August
31, 1996.......... 5,211,567 5,212 (2,741) 2,628,880 (1,387,071) 1,244,280
Repurchase and
cancellation of
shares originally
issued (Note
J[2])............. (1,366,667) (1,367) 1,367 (1,800,000) (1,800,000)
Shares issued and
treated as debt
discount.......... 62,504 63 312,437 312,500
Sale of common
stock ($5.00 per
share) from
September 1, 1996
to November 7,
1996.............. 303,000 303 1,514,697 1,515,000
Legal services
provided by
stockholder
without charge.... 32,600 32,600
Collection of
subscriptions
receivable........ 1,374 1,374
Legal services in
connection with
sale of common
stock............. (12,707) (12,707)
Compensation
charges in
connection with
issuance of
options to
consultants....... 223,000 223,000
Compensation charge
in connection with
officer's
salary............ 65,000 65,000
Net (loss) for the
period from
September 1, 1996
through February
28, 1997.......... (1,258,721) (1,258,721)
--------- ------ ------------ --------- ---------- ----------
BALANCE -- FEBRUARY
28, 1997
(UNAUDITED)....... 4,210,404 $4,211 $ 0 $2,963,907 $(2,645,792) $ 322,326
========= ====== ============ ========= ========== ==========
</TABLE>

The accompanying notes to financial statements are an integral part hereof.

F-5
<PAGE> 50

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE FOR THE
PERIOD FROM PERIOD FROM
MARCH 6, 1996 MARCH 6, 1996
(DATE OF (DATE OF
INCORPORATION) SIX MONTHS INCORPORATION)
THROUGH ENDED THROUGH
AUGUST 31, FEBRUARY 28, FEBRUARY 28,
1996 1997 1997
-------------- ------------ --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss)...................................... $ (1,387,071) $ (1,258,721) $ (2,645,792)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation and amortization................ 487 126,860 127,347
Compensation expense relating to officer's
salary..................................... 65,000 65,000 130,000
Compensation expense relating to stock
options and warrants....................... 907,201 223,000 1,130,201
Legal services provided by shareholder
without charge............................. 32,600 32,600
Changes in operating assets and liabilities:
(Increase) in advances to officers and
employees............................... (14,129) (50,511) (64,640)
(Increase) in other assets................. (17,502) (12,919) (30,421)
Increase in accrued expenses and other
liabilities............................. 105,317 160,840 266,157
-------------- ------------ --------------
Net cash (used in) operating
activities............................ (340,697) (713,851) (1,054,548)
-------------- ------------ --------------
Cash flows from investing activities:
Acquisition of fixed assets..................... (4,865) (3,993) (8,858)
Funds used for note receivable.................. (258,300) (258,300)
-------------- ------------ --------------
Net cash (used in) investing
activities............................ (4,865) (262,293) (267,158)
-------------- ------------ --------------
Cash flows from financing activities:
Subscriptions receivable........................ 1,374 1,374
Repurchase of shares of common stock............ (1,800,000) (1,800,000)
Cost of public offering......................... (298,977) (298,977)
Legal services provided in connection with sale
of common stock.............................. (12,707) (12,707)
Proceeds from notes payable..................... 1,000,000 750,000 1,750,000
Return of subscription funds.................... 90,000 (90,000) -- 0 --
Proceeds from sale of common stock.............. 1,659,150 1,515,000 3,174,150
-------------- ------------ --------------
Net cash provided by financing
activities............................ 2,749,150 64,690 2,813,840
-------------- ------------ --------------
NET INCREASE (DECREASE) IN CASH................... 2,403,588 (911,454) 1,492,134
Cash -- beginning of period....................... 2,403,588
-------------- ------------ --------------
CASH -- END OF PERIOD............................. $ 2,403,588 $ 1,492,134 $ 1,492,134
============== ============ ==============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest........ $ -- 0 -- $ -- 0 -- $ -- 0 --
============== ============ ==============
</TABLE>

The accompanying notes to financial statements are an integral part hereof.

F-6
<PAGE> 51

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED WITH RESPECT TO FEBRUARY 28, 1997 AND THE
PERIODS ENDED FEBRUARY 28, 1997)

(NOTE A) -- THE COMPANY:

[1] Conserver Corporation of America (the "Company") is a development stage
company that has the rights for the exclusive distribution of a product which
can be used to retard spoilage and decay in food and flowers for commercial use
in the United States and Canada. The Company was incorporated in Delaware on
March 6, 1996 and has adopted a fiscal year ending August 31. The Company's
activities since inception have largely consisted of organizational matters,
negotiating agreements and obtaining funds to finance the Company's operations
and development of its marketing and business plan.

[2] In connection with the organization of the Company, 1,666,667 shares of
common stock were subscribed to by Conserver Investments, S.A., which together
with certain of its affiliates are referred to hereafter as the "Groupe
Conserver".

Subsequent to August 31, 1996, the Company in a series of negotiated
transactions repurchased 1,366,667 of such shares for an aggregate sum of
$1,800,000.

[3] In March, 1996 the Company entered into a distribution agreement with
certain of the Groupe Conserver entities for the exclusive marketing and
distribution rights to Conserver 21(TM) products in the United States and
Canada. Conserver 21(TM) products are designed to preserve foodstuffs and
flowers. Groupe Conserver had obtained such rights from Conserver XXI (see Note
A[4] below) in May 1995. The agreement was amended in October 1996. Upon
learning of a dispute between Conserver XXI and Groupe Conserver, which
threatened the Company's supply of Conserver 21(TM), the Company entered into an
agreement with Conserver Purchasing Corporation ("Purchasing"), an unaffiliated
Delaware corporation, whereby the Company, through Purchasing, would have been
able to acquire substantially identical marketing and distribution rights from
Conserver XXI in the event Groupe Conserver could not deliver the product. By
agreement between the Company and Purchasing dated October 9, 1996, and
subsequently amended on December 31, 1996, the Company agreed to lend Purchasing
up to $350,000 for the purpose of enabling Purchasing to acquire an inventory of
Conserver 21(TM), of which $328,550 had been advanced to Purchasing through
March 31, 1997. These loans, which are payable on demand, bear interest at a
rate of 8% per annum and are collateralized by a lien on Purchasing's inventory
of Conserver 21(TM). Due to the establishment of insolvency proceedings in
Brussels regarding Conserver Investments, S.A., the controlling entity of the
Groupe Conserver affiliates, and Groupe Conserver's loss of its rights from
Conserver XXI, the Company terminated its distribution agreement with Groupe
Conserver in March of 1997.

[4] In March 1997 the Company entered into the Distribution Agreement with
Agrotech 2000, S.L., ("Agrotech"), a company whose sole shareholder controlled
Conserver XXI, establishing the Company as the exclusive licensee of the right
to import, promote, distribute, market and otherwise commercially exploit
Conserver 21(TM) products in the United States and Canada through March 2022,
subject to extension. The Company also holds the option and a right of first
refusal to exercise such exclusive rights throughout the world. Pursuant to the
terms of the Distribution Agreement, if the Company fails to purchase a minimum
of $2,000,000 of Conserver 21(TM) products between April 1997 and April 1998, or
fails to meet the minimum annual purchase goals, when established, Agrotech may
sell Conserver 21(TM) to other customers in the United States and Canada. Such
loss of exclusivity to sell Conserver 21(TM) products may negatively impact the
Company's business.

Pursuant to the Distribution Agreement, Agrotech has the right to borrow up
to $1,000,000 from the Company as of May 1, 1997 and up to an additional
$500,000 commencing ninety days after the proposed initial public offering. In
connection with such rights, a director of the Company advanced $500,000 to

F-7
<PAGE> 52

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED WITH RESPECT TO FEBRUARY 28, 1997 AND THE
PERIODS ENDED FEBRUARY 28, 1997)

(NOTE A) -- THE COMPANY: (CONTINUED)
Agrotech on behalf of the Company. The Company intends to repay the advance and
interest thereon at 10% out of the proceeds of the initial public offering. The
President of the Company has agreed to personally guarantee a portion of such
advance.

[5] Management's business plan will require financing; the Company has
received a letter of intent from an underwriter for a proposed public offering
of its common stock (see Note G). There is no assurance that the public offering
will be successful, or that any other additional financing will be available. If
the Company is unable to raise additional funds, it may be forced to change or
delay its contemplated marketing and business plans.

[6] In November 1996, the Board of Directors approved a 2.128874 for 1
stock split. In December 1996, the Board approved a 1.066194 for 1 stock split.
Subsequently in April 1997, the Board of Directors approved a reverse stock
split to cancel the effect of the aforementioned two stock splits. All of the
above splits have been retroactively reflected in the financial statements.

(NOTE B) -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

[1] Use of estimates in the preparation of financial statements:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

[2] Fixed assets:

Office equipment is carried at cost. Depreciation is provided using the
straight-line method over 5 years, the useful lives of the assets.

[3] Loss per share of common stock:

Net loss per share of common stock is based on the weighted average number
of shares outstanding during the period. Common shares issued and options and
warrants granted by the Company at prices less than the proposed offering price
during the twelve months preceding the offering date have been included in the
calculation of common and common equivalent shares outstanding as if they were
outstanding since inception using the treasury stock method and an assumed
initial public offering price of $5.00 per share.

[4] Income taxes:

The Company has applied to the accompanying financial statements provisions
required by accounting standards under which deferred income taxes are provided
for temporary differences between financial statement and taxable income or
loss.

[5] Stock based compensation:

The Company accounts for employee stock based compensation including stock
options under the basis of Accounting Principles Board Opinion No. 25.
Disclosures required by Financial Accounting Standards Board No. 123 are to be
found in Note E[2] to the financial statements.

F-8
<PAGE> 53

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED WITH RESPECT TO FEBRUARY 28, 1997 AND THE
PERIODS ENDED FEBRUARY 28, 1997)

(NOTE B) -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
[6] Fair value of financial instruments:

The carrying value of cash, accounts receivable and accounts payable
approximates fair value because of the short-term maturity of those instruments.

For other debt instruments, the carrying value approximates the fair value
in consideration of the subsequent and pending financings.

[7] Interim financial information:

The financial information presented as of February 28, 1997 and for the six
months ended February 28, 1997 and for the period from March 6, 1996 (date of
incorporation) through February 28, 1997 is unaudited, but in the opinion of
management contains all adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation of such financial information.
Results of operations for interim periods are not necessarily indicative of
those to be achieved for full fiscal years.

(NOTE C) -- FIXED ASSETS:

Fixed assets are summarized as follows:

<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1996 1997
---------- ------------
(UNAUDITED)
<S> <C> <C>
Office equipment................................... $ 4,865 $ 8,858
Less accumulated depreciation...................... (487) (1,094)
------ ------
Balance.......................................... $ 4,378 $ 7,764
====== ======
</TABLE>

(NOTE D) -- DEBT:

The Company's convertible note payable is due June 30, 2001. Interest at
12% is payable quarterly commencing September 30, 1997. The note is convertible
into common stock after March 31, 1999 at a price equal to the lesser of $6 or
the book value per share. If the Company completes a public offering, half of
the note may be converted at that time and the other half six months later.

In the event that the Company has not completed a public offering by June
30, 2001, the Company is required to pay an additional 50% of any then remaining
balance not converted to common stock.

In the event that the Company has not completed a public offering by July
10, 2003, the holder of any shares received pursuant to the conversion of the
note may require the Company to purchase all such shares at the greater of book
value or the original amount paid by the holder of the convertible note with
respect to such shares plus 50% of such investment.

In November 1996, the Company entered into an agreement suspending certain
provisions of the agreement with the lender for six months to May 1996. The new
agreement provides for repayment of the note and accrued interest from proceeds
received upon the completion of an effective public offering. In addition, the
Company will issue warrants for the purchase of 550,000 shares of common stock
at $2.00 per share. The warrants are expected to be valued at approximately
$2,040,000 and charged to expense concurrent with the completion of the public
offering. Should the warrants be issued, 25,000 shares of previously issued
common stock are to be surrendered to the Company. If no public offering is
consummated during the six-month suspension period, the original provisions of
the agreement are to be in effect.

F-9
<PAGE> 54

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED WITH RESPECT TO FEBRUARY 28, 1997 AND THE
PERIODS ENDED FEBRUARY 28, 1997)

(NOTE E) -- STOCKHOLDERS' EQUITY:

[1] Warrants:

In August 1996, the Company issued three-year warrants to purchase 325,000
shares of the Company's common stock at $5.00 per share. The warrants have been
valued at $457,201 in the accompanying financial statements.

[2] Options granted:

In March 1996, the Company granted options to consultants for the purchase
of 100,000 shares of common stock at $.50 per share. The options vest 1/3 on
each anniversary date of their issue. The Company has recorded compensation
expense of $450,000 from March 6, 1996 (date of incorporation) through August
31, 1996 in connection with the issuance of these options.

In August 1996, the Company granted options to an employee to purchase
35,000 shares of common stock at $5.00 per share. From September 1996 through
January 1997, the Company granted options to employees and consultants to
purchase 55,000 shares of common stock and 200,000 shares of common stock,
respectively, exercisable at $5.00 per share. The Company has recorded
compensation expenses of $145,000 for the six months ended February 28, 1997 in
connection with the options issued to consultants.

In January 1997, options to purchase 25,000 shares of common stock
originally issued at an exercise price of $5.00 were cancelled and reissued at
an exercise price of $.50. In connection with the cancellation and reissuance of
such options, a compensation charge of approximately $78,000 was recorded by the
Company for the six months ended February 28, 1997.

In estimating the value of options pursuant to the accounting provisions of
Financial Accounting Standards No. 123 ("FAS 123"), the Company used the
following assumptions:

<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1996 1997
---------- ------------
(UNAUDITED)
<S> <C> <C>
Risk free interest rate................................. 6% 7%
Expected life........................................... 3 years 4 years
Expected volatility..................................... .3 .3
Dividend yield.......................................... .00 .00
</TABLE>

If such accounting provisions of FAS 123 were applied then the Company's
net loss and net loss per share would have been $1,395,993 and $.32,
respectively, for the period ended August 31, 1996 and $1,278,403 and $.26,
respectively, for the six months ended February 28, 1997.

[3] Stock option plan:

In November 1996 and as later amended in December 1996 and April 1997, the
Company adopted a stock option plan. Under the plan, which authorizes the
granting of incentive stock options or nonincentive stock options, the maximum
number of shares of common stock for which options may be granted is 1,300,000
shares. As of the date hereof, 805,000 options have been granted under this
stock option plan.

(NOTE F) -- RELATED PARTY TRANSACTIONS:

The Company incurred approximately $75,000 and $104,000 in legal fees to a
related party from March 6, 1996 (date of incorporation) through August 31, 1996
and the six months ended February 28, 1997 (unaudited), respectively. In
addition, the Company received free legal services amounting to $32,600 which

F-10
<PAGE> 55

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED WITH RESPECT TO FEBRUARY 28, 1997 AND THE
PERIODS ENDED FEBRUARY 28, 1997)

(NOTE E) -- STOCKHOLDERS' EQUITY: (CONTINUED)
is included in the above legal fees for the six months ended February 28, 1997
(unaudited) from a related party, which was recorded as additional paid-in
capital.

(NOTE G) -- PROPOSED PUBLIC OFFERING:

The Company has signed a letter of intent with an underwriter with respect
to a proposed public offering for 2,200,000 shares of common stock at $5.00 per
share of the Company's securities. There is no assurance that such offering will
be consummated. In connection therewith the Company anticipates incurring
substantial expenses which, if the offering is not consummated, will be charged
to expense.

(NOTE H) -- COMMITMENTS AND OTHER MATTERS:

[1] Employment contract:

The Company expects to enter into a three-year employment contract with its
Chief Executive Officer which will take effect upon the consummation of the
Company's proposed public offering of securities. The Chief Executive Officer is
also a member of the Board of Directors. The contract is expected to provide for
an annual salary of an amount not less than $125,000 and a three-year noncompete
clause upon termination.

[2] Return of subscription funds:

Based on the Company's review of investors' subscription documents prior to
the acceptance and issuance of shares to such investors, certain individuals who
had subscribed to shares of the Company's common stock were found not to be
"Qualified Investors" within the meaning of rules promulgated under the
Securities Act of 1933, as amended. Accordingly, subsequent to August 31, 1996,
the Company returned all $90,000 of such subscription amounts.

[3] Royalties:

The Distribution Agreement with Agrotech (Note A) requires the Company to
purchase a minimum of $2,000,000 of Conserver 21(TM) products between March 1997
and March 1998 and pay royalties of 4% of net revenues generated from the
commercial use of the product. If the Company fails to meet the required
minimum, the Company could lose exclusivity to sell Conserver 21(TM) products.

(NOTE I) -- INCOME TAXES:

The Company, for tax purposes, does not have any operations or net
operating loss, as its expenses are considered pre-operating, and accordingly
will be capitalized and amortized when operations commence.

(NOTE J) -- SUBSEQUENT EVENTS:

Subsequent to August 31, 1996, the Company entered into the following
transactions:

[1] The Company issued one-year 10% convertible subordinated debentures in
the aggregate amount of $750,000. The holders of $150,000 of such debentures
have the option of requiring repayment upon consummation of the proposed initial
public offering. The debentures and accrued interest are convertible into common
shares at $5.00 per share.

F-11
<PAGE> 56

CONSERVER CORPORATION OF AMERICA
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED WITH RESPECT TO FEBRUARY 28, 1997 AND THE
PERIODS ENDED FEBRUARY 28, 1997)

(NOTE J) -- SUBSEQUENT EVENTS: (CONTINUED)
In connection with the sale of the debentures, the Company issued 62,504
shares of its common stock. The issuance of the shares has been valued at
$312,500 and is being accounted for as debt discount which will be charged to
expense over the term of the note.

[2] The Company repurchased 1,366,667 shares of its common stock for
$1,800,000 (Note A).

[3] The Company sold 303,000 shares of common stock for $1,515,000.

[4] Refunds due to subscribers were paid (Note H[2]).

[5] In April 1997, the Company issued four year options to purchase 805,000
shares of its common stock at $5.00 per share, of which 300,000 vest fully in
six months, 80,000 vest ratably over a three year period and 425,000 are fully
vested upon issuance. The Company will record compensation expense of
approximately $525,000 in connection with the issuance of the above options.

[6] Also in April 1997, the Company granted options to purchase 500,000
shares of its common stock at $2.00 per share to persons who purchased the
Company's common stock through private placements for $5.00 per share during the
period from April 1996 through November 1996. The Company will record
compensation expense of approximately $1,020,000 in connection with the issuance
of such options which are fully vested upon issuance.

[7] As described in Notes D, J[5], and J[6], aggregate compensation charges
of $3,585,000 relating to options issued to non-employees of the Company
subsequent to February 28, 1997 and warrants issued upon consummation of the
offering, is expected to be charged to operations.

F-12
<PAGE> 57

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

NO UNDERWRITER, DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 7
Use of Proceeds....................... 15
Dividend Policy....................... 16
Capitalization........................ 17
Dilution.............................. 18
Selected Financial Data............... 19
Management's Discussion and Analysis
of Financial Condition and Plan of
Operation........................... 20
Business.............................. 22
Management............................ 31
Certain Transactions.................. 36
Principal Stockholders................ 37
Description of Securities............. 38
Shares Eligible for Future Sale....... 40
Underwriting.......................... 41
Legal Matters......................... 43
Experts............................... 43
Additional Information................ 43
Index to Financial Statements......... F-1
</TABLE>

------------------------
UNTIL JUNE 30, 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
======================================================
======================================================

LOGO

CONSERVER
CORPORATION OF
AMERICA
2,200,000 SHARES OF
COMMON STOCK
--------------------
PROSPECTUS
--------------------

JANSSEN/MEYERS
ASSOCIATES L.P.
JUNE 6, 1997

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