1997 CORP
POS AM, 1997-05-28
BLANK CHECKS
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<PAGE>
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1997
    
                                                      REGISTRATION NO-333-24671
- -------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                  POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                   1997 CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>
   
<S>                                <C>                            <C>
            DELAWARE               6770 (A BLANK CHECK COMPANY)         13-3936988
(STATE OR OTHER JURISDICTION OF   (PRIMARY STANDARD INDUSTRIAL      (I.R.S. EMPLOYEE
 INCORPORATION OR ORGANIZATION)    CLASSIFICATION CODE NUMBER)    IDENTIFICATION NUMBER)
</TABLE>
    

                        315 WEST 106TH STREET, 4TH FLOOR
                            NEW YORK, NEW YORK 10025
                                 (212) 678-6231
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                           Judith Haselton, President
                                   1997 Corp.
                        315 West 106th Street, 4th Floor
                            New York, New York 10025
                                 (212) 678-6231
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                   COPIES TO:

       Joseph A. Smith, Esq.
    EPSTEIN BECKER & GREEN, P.C.
          250 PARK AVENUE
      NEW YORK, NEW YORK 10177
           (212) 351-4924

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

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, PLEASE CHECK THE FOLLOWING BOX. [X]

<PAGE>

   
<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
                            AMOUNT TO BE      OFFERING PRICE         AGGREGATE             AMOUNT OF
TITLE OF EACH CLASS OF     REGISTERED (1)      PER SHARE (1)     OFFERING PRICE (1)     REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>               <C>                    <C>   
Common Stock, $0.001
par value                     30,000               $5.00             $150,000               $45.45
- ---------------------------------------------------------------------------------------------------------
        Total                                                                               $45.45*
- ---------------------------------------------------------------------------------------------------------
</TABLE>

*    PREVIOUSLY PAID
    

(1)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
     PURSUANT TO RULE 457(B).

                                 --------------
<PAGE>

                                   1997 CORP.

          30,000 SHARES OF COMMON STOCK AT A PRICE OF $5.00 PER SHARE


   
    1997 Corp., a Delaware corporation (the "Company"), hereby offers 30,000
shares (the "Shares") of Common Stock, par value $.001 per share (the "Common
Stock"). This offering is being conducted directly by the Company without the
use of a professional underwriter. The Shares will be offered by the Company's
two officers directly without compensation.
    

    Prior to this offering, there has been no public market for the shares of
Common Stock and there can be no assurance that such a market will develop for
such securities after the completion of this offering. The offering price of
the Common Stock has been arbitrarily determined by the Company and bears no
relationship to the Company's assets, book value, or other generally accepted
criteria of value. For additional information regarding the factors considered
in determining the initial public offering price of the Common Stock see "Risk
Factors."

   
    THE COMPANY IS CONDUCTING A BLANK CHECK OFFERING SUBJECT TO THE SECURITIES
AND EXCHANGE COMMISSION'S RULE 419 OF REGULATION C UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). A MINIMUM OF 90% OF THE OFFERING PROCEEDS, AND
THE SECURITIES PURCHASED BY INVESTORS WILL BE DEPOSITED INTO AN ESCROW ACCOUNT
(THE "DEPOSITED FUNDS" AND "DEPOSITED SECURITIES," RESPECTIVELY). WHILE HELD IN
THE ESCROW ACCOUNT, THE DEPOSITED SECURITIES MAY NOT BE TRADED OR TRANSFERRED.
EXCEPT FOR AN AMOUNT UP TO 10% OF THE DEPOSITED FUNDS ($15,000), OTHERWISE
RELEASABLE UNDER THE RULE, THE DEPOSITED FUNDS AND THE DEPOSITED SECURITIES MAY
NOT BE RELEASED UNTIL AN ACQUISITION IS MADE WHICH MEETS THE CRITERIA SPECIFIED
IN RULE 419, AND A SUFFICIENT NUMBER OF INVESTORS (I.E. A MAJORITY OF THE
INVESTORS PURCHASING PURSUANT TO THIS PROSPECTUS) RECONFIRM THEIR INVESTMENT IN
ACCORDANCE WITH RULE 419 PROCEDURES. PURSUANT TO THESE PROCEDURES, A NEW
PROSPECTUS, WHICH DESCRIBES AN ACQUISITION CANDIDATE AND ITS BUSINESS AND
INCLUDES AUDITED FINANCIAL STATEMENTS, WILL BE DELIVERED TO ALL INVESTORS. THE
COMPANY MUST RETURN THE PRO RATA PORTION OF THE DEPOSITED FUNDS AND INTEREST,
IF ANY, TO ANY INVESTOR WHO DOES NOT ELECT TO REMAIN AN INVESTOR. UNLESS A
SUFFICIENT NUMBER OF INVESTORS ELECT TO REMAIN SO, ALL INVESTORS WILL BE
ENTITLED TO THE RETURN OF THEIR PRO RATA PORTION OF THE DEPOSITED PROCEEDS AND
INTEREST, IF ANY, AND NONE OF THE DEPOSITED SECURITIES WILL BE ISSUED TO
INVESTORS. IN THE EVENT AN ACQUISITION IS NOT CONSUMMATED WITHIN 18 MONTHS OF
THE EFFECTIVE DATE, THE DEPOSITED PROCEEDS AND INTEREST, IF ANY, WILL BE
RETURNED ON A PRO RATA BASIS TO ALL INVESTORS. (SEE "INVESTORS' RIGHTS AND
SUBSTANTIVE PROTECTION UNDER RULE 419.")
    

          THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE
              SUBSTANTIAL DILUTION AND SHOULD BE PURCHASED ONLY BY
                PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
                    INVESTMENT. SEE "RISK FACTORS" 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.

<PAGE>

                                   PRICES TO     UNDERWRITING      PROCEEDS TO
                                    PUBLIC       DISCOUNTS(1)     COMPANY(2)(3)
                                   --------      ------------     -------------
Per Share                           $5.00             $0              $5.00
                                   --------      ------------     -------------
Total                              $150,000           $0            $150,000



    (1) The Shares will be offered by the Company on an "all or none, best
efforts" basis for 30,000 Shares. No commissions will be paid to any member of
management. See "Plan of Offering."

   
    (2) Before deducting expenses in connection with this blank check offering
estimated at $20,000, including legal, accounting and filing fees and printing
costs. It is anticipated that all of the offering proceeds will remain for the
Company's business purposes.
    

    (3) The proceeds from the offering will be deposited into escrow with the
Escrow Agent (as defined). See "The Company -- Escrow of Offering Proceeds."


    The Common Stock is being offered by the Company, subject to prior sale,
when, as and if delivered to and accepted by the Company, and subject to its
right to withdraw, cancel or modify this offering and to reject any order in
whole or in part.

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

                                   1997 CORP.
                             315 WEST 106TH STREET
                                  FOURTH FLOOR
                            NEW YORK, NEW YORK 10025

                  The date of this Prospectus is ______, 1997.

<PAGE>

   
    THE COMPANY HAS REGISTERED THE SECURITIES, OR AN EXEMPTION FROM
REGISTRATION HAS BEEN OBTAINED (OR IS OTHERWISE AVAILABLE), ONLY IN THE STATES
OF MARYLAND, NEW YORK, RHODE ISLAND AND THE DISTRICT OF COLUMBIA (THE "PRIMARY
DISTRIBUTION STATES") AND INITIAL SALES MAY ONLY BE MADE IN SUCH JURISDICTIONS.
MORE SPECIFICALLY, THE COMPANY HAS REGISTERED THE SECURITIES BY COORDINATION IN
MARYLAND AND RHODE ISLAND AND BY NOTIFICATION IN NEW YORK. EXEMPTIONS FROM
REGISTRATION HAVE BEEN OBTAINED (OR ARE OTHERWISE AVAILABLE) IN THE DISTRICT OF
COLUMBIA. PURCHASERS OF SECURITIES IN THIS OFFERING MUST BE RESIDENTS OF THE
PRIMARY DISTRIBUTION STATES.
    

    THERE IS NO MINIMUM PURCHASE REQUIREMENT BY INDIVIDUAL INVESTORS OF THE
SHARES BEING OFFERED. HOWEVER, UNLESS ALL OF THE SHARES ARE SOLD WITHIN NINETY
(90) DAYS FROM THE EFFECTIVE DATE OF THIS PROSPECTUS, (180 DAYS IF EXTENDED BY
THE COMPANY) ALL SUBSCRIPTION PAYMENTS WILL BE PROMPTLY RETURNED TO SUBSCRIBERS
IN FULL WITH INTEREST THEREON.

    THE COMPANY WILL AMEND THE PROSPECTUS FOR THE PURPOSE OF DISCLOSING
ADDITIONAL STATES, IF ANY, IN WHICH THE COMPANY'S SECURITIES WILL HAVE BEEN
REGISTERED OR QUALIFIED. (SEE "RISK FACTOR - RESTRICTED RESALES OF THE OFFERED
SECURITIES.")

<PAGE>

    THE SHARES ARE OFFERED SUBJECT TO PRIOR SALE, ACCEPTANCE OF AN OFFER TO
PURCHASE, AND TO WITHDRAWAL OR CANCELLATION WITHOUT NOTICE. THE OFFERING CANNOT
BE MODIFIED UNLESS AN AMENDED REGISTRATION STATEMENT IS FILED AND DECLARED
EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION.

    ALL PAYMENTS FOR THE SECURITIES SHALL BE MADE PAYABLE TO THE ORDER OF "1997
CORP. ESCROW ACCOUNT" AND SHALL BE DEPOSITED BY NOON OF THE NEXT BUSINESS DAY
FOLLOWING RECEIPT IN AN ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS TO BE
ENTITLED "1997 CORP. ESCROW ACCOUNT" OR A SIMILAR DESIGNATION, MAINTAINED AT
CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT #2 BROADWAY, 19TH FLOOR NEW YORK,
NEW YORK, 10004, AS ESCROW AGENT.

    THE COMPANY INTENDS TO SUPPLY ITS SHAREHOLDERS WITH ANNUAL REPORTS
CONTAINING FINANCIAL INFORMATION EXAMINED AND REPORTED UPON, WITH AN OPINION
EXPRESSED BY INDEPENDENT CERTIFIED ACCOUNTANTS. THE COMPANY'S FISCAL YEAR END
IS DECEMBER 31st. IN ADDITION, THE COMPANY MAY FURNISH UNAUDITED QUARTERLY OR
OTHER INTERIM REPORTS TO ITS SHAREHOLDERS AS IT DEEMS APPROPRIATE. THE COMPANY
IS SUBJECT TO THE REPORTING REQUIREMENTS OF SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND IN ACCORDANCE THEREWITH, WILL FILE REPORTS AND OTHER
INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION. IN THE EVENT THE
COMPANY NO LONGER WOULD BE REQUIRED TO FILE REPORTS AND OTHER INFORMATION WITH
THE COMMISSION UNDER THE SECURITIES EXCHANGE ACT, THE COMPANY INTENDS
NONETHELESS TO CONTINUE TO FILE SUCH REPORTS. COPIES OF THESE REPORTS AND OTHER
INFORMATION FILED BY THE REGISTRANT CAN BE INSPECTED AND COPIED AT THE PUBLIC
REFERENCE FACILITIES MAINTAINED BY THE COMMISSION AT 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549, AND AT THE NEW YORK REGIONAL OFFICE OF THE SECURITIES
AND EXCHANGE COMMISSION, 7 WORLD TRADE CENTER, 13TH FLOOR, NEW YORK, NEW YORK
10048. COPIES OF SUCH MATERIAL CAN BE OBTAINED FROM THE PUBLIC REFERENCE
SECTION OF THE COMMISSION, WASHINGTON, D.C. 20549, AT PRESCRIBED RATES

    NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY.

    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE TO
ANY PERSON IN ANY STATE, TERRITORY, OR POSSESSION OF THE UNITED STATES IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS THEREOF, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

   
    UNTIL 90 DAYS AFTER THE RELEASE OF FUNDS AND SECURITIES PURSUANT TO RULE
419, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER
OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS. THIS OFFERING 
    

<PAGE>

   
IS BEING CONDUCTED DIRECTLY BY THE COMPANY WITHOUT THE USE OF A PROFESSIONAL
UNDERWRITER.
    

    AS HERETOFORE INDICATED, THE SHARES OFFERED BY THIS PROSPECTUS ARE
PURELY SPECULATIVE IN NATURE. THE COMPANY MAKES NO GUARANTEES, WARRANTIES OR
OTHER REPRESENTATIONS TO THE CONTRARY.

<PAGE>

                               PROSPECTUS SUMMARY

    The following is a summary of certain information contained in this
Prospectus and is qualified in its entirety by the more detailed information
and financial statements (including the notes thereto) appearing elsewhere in
this Prospectus. Investors should consider carefully the information set forth
in this Prospectus under the heading "Risk Factors."

                                  THE COMPANY

BUSINESS OBJECTIVES

    The Company, which is a "blank check" was formed on March 17, 1997 to serve
as a vehicle to effect a merger, exchange of capital stock, asset acquisition
or other business combination (a "Business Combination") with an operating
business (a "Target Business"). The business objective of the Company is to
effect a Business Combination with a Target Business which the Company believes
has significant growth potential. The Company intends to utilize the net
proceeds of this offering, equity securities, debt securities, bank and other
borrowing or a combination thereof in effecting a Business Combination.

    The Company will seek to acquire a Target Business without limiting itself
to a particular industry. Most likely, the Target Business will be primarily
located in the United States, although the Company reserves the right to
acquire a Target Business primarily located outside the United States. In
seeking a Target Business, the Company will consider, without limitation,
businesses which (i) offer or provide services or develop, manufacture or
distribute goods in the United States or abroad, including, without limitation,
in the following areas: health care and health products, educational services,
environmental services, consumer-related products and services (including
amusement and/or recreational services), personal care services, voice and data
information processing and transmission and related technology development or
(ii) is engaged in wholesale or retail distribution. The Company will not
acquire a Target Business unless the fair market value of such business, as
determined by the Company based upon standards generally accepted by the
financial community, including revenues, earnings, cash flow and book value
(the "Fair Market Value"), is at least 80% of the offering proceeds (the "Fair
Market Value Test"). If the Company determines that the financial statements of
a proposed Target Business do not clearly indicate that the Fair Market Value
Test has been satisfied, the Company will obtain an opinion from an investment
banking firm that is a member of the National Association of Securities
Dealers, Inc. (the "NASD") with respect to the satisfaction of such criteria.
While the Company may, under certain circumstances, seek to effect Business
Combinations with more than one Target Business, in all likelihood, as a result
of its limited resources, the Company will have the ability to effect only a
single Business Combination with a Target Business. The Company does not intend
to register as a broker-dealer, merge with or acquire a registered
broker-dealer, or otherwise become a member of the NASD. None of the Company's
officers, directors or promoters, and no other affiliate of the Company has had
any preliminary contact or discussions with any representative of any other
company regarding the possibility of an acquisition or merger between the
company and such other company. The Company and its promoters know of no person
or group of persons who are likely to purchase, beneficially own or control any
portion of the securities of this offering. There are no plans, proposals or
arrangements or understandings with respect to the sale of additional
securities to affiliates, current shareholders or others following this
offering, but prior to the location of a business opportunity. Prior to any
merger or acquisition, the Company will provide its shareholders with a
post-effective prospectus, including audited financial statements, concerning
the targeted entity and its business.

BUSINESS EXPERIENCE OF PRINCIPALS

                                       1
<PAGE>

    The executive officers and the other directors of the Company have business
experience which has provided them with skills which the Company believes will
be helpful in evaluating potential Target Businesses and negotiating a Business
Combination.

RETENTION OF  INVESTMENT BANKER

    At some time following the completion of this offering, the Company may
engage an investment banking firm which is a member in good standing of the
NASD to assist the Company in identifying, evaluating, structuring and
negotiating potential Business Combinations.

INVESTORS RIGHTS TO RECONFIRM INVESTMENT UNDER RULE 419

         DEPOSIT OF OFFERING PROCEEDS AND SECURITIES

         Rule 419 requires that the net offering proceeds, after deduction for
offering expenses, and all securities to be issued, be deposited into an escrow
or trust account (the "Deposited Funds" and "Deposited Securities,"
respectively) governed by an agreement which contains certain terms and
provisions specified by the Rule. Under Rule 419, the Deposited Funds and
Deposited Securities will be released to the Company and to investors,
respectively, only after the Company has met the following three conditions.
First, the Company must execute an agreement for an acquisition(s) meeting
certain prescribed criteria. Second, the Company must successfully complete a
reconfirmation offering which includes certain prescribed terms and conditions.
Third, the acquisition(s) meeting the prescribed criteria must be consummated
(see "Prescribed Acquisition Criteria" and "Reconfirmation Offering" below).

         Accordingly, the Company has entered into an escrow agreement with
Continental Stock Transfer & Trust Company (the "Escrow Agent") which provides
that:

         (1) The net proceeds are to be deposited into an escrow account
maintained by the Escrow Agent. The Deposited Funds and the interest or
dividends thereon, if any, are to be held for the sole benefit of the investors
and can be only invested in bank deposits, in money market mutual funds or
federal government securities or securities for which the principal or interest
is guaranteed by the federal government.

         (2) All securities issued in connection with the offering and any
other securities issued with respect to such securities, including securities
issued with respect to stock splits, stock dividends or similar rights are to
be deposited directly into the escrow account promptly upon issuance. The
identity of the investors are to be included on the stock certificates or other
documents evidencing the securities. The securities held in the escrow account
are to remain as issued and deposited and are to be held for the sole benefit
of the investors who retain the voting rights, if any, with respect to the
securities held in their names. The securities held in the escrow account may
not be transferred, disposed of nor any interest created therein other than by
will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order issued by a court in connection with divorce
proceedings.

   
    

PRESCRIBED ACQUISITION CRITERIA

Rule 419 requires that before the Deposited Funds and the Deposited Securities
can be released the Company must first execute an agreement(s) to acquire an
acquisition candidate(s) meeting certain specified criteria. The agreement must
provide for the acquisition of a business(es) or assets for which the fair
value of the business(es) represents at least 80% of the offering proceeds. For
purposes of this offering, the fair value of the business(es) or assets to be
acquired must be at least $120,000. Once the

                                       2
<PAGE>

acquisition agreement(s) meeting the above criteria have been executed, the
Company must successfully complete the mandated reconfirmation offering, as
discussed below, and consummate the acquisition(s).

   
MANAGEMENT ESTABLISHED ACQUISITION CRITERIA

Management has established the requirement that 51% of the shares purchased in
this offering must be voted in favor of an acquisition of a Target Business in
order for the transaction to be completed.
    

POST-EFFECTIVE AMENDMENT

Once the agreement(s) governing the acquisition(s) of (a) business(es) meeting
the above criteria has been executed, Rule 419 requires the Company to update
the registration statement with a post-effective amendment. The post-effective
amendment must contain information about the proposed acquisition candidates(s)
and its business(es), including audited financial statements; the results of
this offering; and the use of the funds disbursed from the escrow account. The
post-effective amendment must also include the terms of the reconfirmation
offer mandated by Rule 419. The reconfirmation offer must include certain
prescribed conditions which must be satisfied before the Deposited Funds and
Deposited Securities can be released from escrow.

RECONFIRMATION OFFERING

The reconfirmation offer must commence within five business days after the
effective date of the post-effective amendment. Pursuant to Rule 419, the terms
of the reconfirmation offer must include the following conditions:

         (1) The prospectus contained in the post-effective amendment will be
sent to each investor whose securities are held in the escrow account within
five business days after the effective date of the post-effective amendment;

         (2) Each investor will have no fewer than 20, and no more than 45
business days from the effective date of the post-effective amendment to notify
the Company in writing that the investor elects to remain an investor;

         (3) If the Company does not receive written notification from any
investor within 45 business days following the effective date, the pro-rata
portion of the Deposited Funds (and any related interest or dividends) held in
the escrow account on such investor's behalf will be returned to the investor
within five business days by first class mail or other equally prompt means;

         (4) The acquisition(s) will be consummated only if a minimum number of
investors representing 80% of the maximum offering proceeds elect to reconfirm
their investments;

         (5) If a consummated acquisition(s) has not occurred within 18 months
from the date of this Prospectus, the Deposited Funds held in the escrow
account shall be returned to all investors on a pro-rata basis within five
business days by first class mail or other equally prompt means.

         (6) Investors who receive their pro rata portion of the Deposited
Funds will also receive their pro rata portion of their accrued interest.
Investors who elect to remain investors will not receive any interest when
their pro-rata portion of the Deposited Funds is released to the Company.

RELEASE OF DEPOSITED SECURITIES AND DEPOSITED FUNDS

The Deposited Funds and Deposited Securities may be released to the Company and
the investors,

                                       3
<PAGE>

respectively, after the escrow agent has received a signed representation from
the Company and any other evidence acceptable by the escrow agent that:

         (1) The Company has executed an agreement for the acquisition(s) of a
business(es) for which the fair value of the business represents at least 80%
of the maximum offering proceeds and has filed the required post-effective
amendment;

         (2) The post-effective amendment has been declared effective, that the
mandated reconfirmation offer having the conditions prescribed by Rule 419 has
been completed and that the Company has satisfied all of the prescribed
conditions of the reconfirmation offer.

         (3) The acquisition(s) of the business(es) with the fair value of at
least 80% of the maximum proceeds is (are) consummated.

                                  THE OFFERING

   
This prospectus relates to a total of 30,000 Common Shares (par value $.001 per
share) at an offering price of $5.00 per Share (the "Shares"). The offering is
being conducted directly by the Company without the use of a professional
underwriter.

         This offering is made on an "all or none, best efforts" basis. The
offering period is 90 days from the effective date of the registration
statement of which this Prospectus is a part which may be extended an
additional 90 days. An acquisition must be made with 18 months of the date of
the registration statement of which this Prospectus is a part, which was April
27, 1997. If the offering extends for the entire 180 days, the Company will
have one year thereafter to complete an acquisition pursuant to the
requirements of Rule 419.

Offering Price Per Share.............................................    $5.00

Shares Offered ......................................................   30,000

Common Shares Outstanding Prior to Offering..........................   15,000

Common Shares to be Outstanding After Offering.......................   45,000

Gross Proceeds to Company............................................ $150,000
    

         The authorized capital stock of the Company consists of 10,000,000
shares (par value $.001 per share) and 2,000,000 preferred shares (par value
$.01 per share).

                                  RISK FACTORS

The securities offered hereby involve a high degree of risk and immediate
substantial dilution and should not be purchased by investors who cannot afford
the loss of their entire investment. Prior to this offering there has been no
public market for the Shares and there can be no assurance that such a market
will develop after release of the Deposited Securities. Such risk factors
include, among others, the following: the Company's lack of operating history
and limited resources; intense competition in selecting a Target Business and
effecting a Business Combination; and, because of the Company's limited
resources, the possibility that the Company's due diligence investigation of a
potential Business Combination will be restricted, especially in the case of a
Target Business outside the United States. Investors will incur immediate
substantial dilution. See "Risk Factors," "Dilution"

                                       4
<PAGE>

and "Use of Proceeds."

                                USE OF PROCEEDS

    The Company intends to use substantially all of the net proceeds of the
offering, together with the interest earned thereon, to attempt to effect a
Business Combination, including selecting and evaluating potential Target
Businesses and structuring, negotiating and consummating a Business Combination
(including possible payment of finder's fees or other compensation to persons
or entities which provide assistance or services to the Company). All of the
gross proceeds of the offering by the Company will be held in an escrow account
maintained by the Proceeds Escrow Agent, until the earlier of written
notification by the Company to the Proceeds Escrow Agent (i) of the Company's
completion of a transaction or series of transactions in which a specific
business has been acquired with a fair value of at least $120,000 (80% of the
gross proceeds of this offering), or (ii) to distribute the escrowed proceeds,
in connection with a liquidation of the Company, to the then holders of the
Shares sold in this offering. All proceeds held in the escrow account will be
invested, until released, in direct investments in short-term United States
government securities, including treasury bills, cash and cash equivalents.

    To the extent that the Company's securities are used as consideration to
effect a Business Combination, the balance of the net proceeds of this offering
not expended will be used to finance the operations (including the possible
repayment of debt) of the Target Business. No cash compensation will be paid to
any officer or director in their capacities as such until after the
consummation of the first Business Combination. Since the role of the Company's
current directors and executive officers after a consummation of a Business
Combination is uncertain, the Company has no ability to determine what
remuneration, if any, will be paid to such persons after such consummation of a
Business Combination.

                         SUMMARY FINANCIAL INFORMATION

    The summary financial information set forth below is derived from the more
detailed financial statements appearing elsewhere in this Prospectus. Such
information should be read in conjunction with such financial statements,
including the notes thereto.

<TABLE>
<CAPTION>
                                                                      March __, 1997
                                                                -------------------------
                                                                 Actual       Adjusted(1)
                                                                --------      -----------
<S>                                                              <C>           <C>     
Balance Sheet Data:
  Total assets................................................   $20,000       $150,000
  Total liabilities...........................................         0              0

  Common stock and additional paid-in-capital(1)..............    20,000        150,000
                                                                                     --
  Accumulated deficit during development stage................         0              0
                                                                --------      -----------
  Total stockholders' equity including amount subject to
     redemption(2)............................................    20,000        150,000
</TABLE>

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

(1) Gives effect to the sale of the Shares at the initial public offering price
    of $5.00 per Share (after the payment of all estimated offering expenses).
    See "Use of Proceeds".

(2) In the event the Company consummates a Business Combination, the redemption
    rights afforded to the purchasers in this offering may result in the
    conversion into cash of up to 20% of the aggregate number of shares held by
    the non-affiliated public stockholders, amounting to 6,000 shares, at a per
    share redemption price equal to their original investment plus a pro-rata
    share of any interest accrued in the Escrow Account.

                                       5
<PAGE>

                                  THE COMPANY

BUSINESS OBJECTIVE

   
    The Company, which is a "blank check" company, was formed in March 1997 to
serve as a vehicle to effect a Business Combination with a Target Business
which the Company believes has significant growth potential. The Company
intends to utilize the net proceeds of this offering, equity securities, debt
securities, bank and other borrowings or a combination thereof in effecting a
Business Combination. The Company will seek to acquire a Target Business
without limiting itself to a particular industry. Most likely, the Target
Business will be primarily located in the United States, although the Company
reserves the right to acquire a Target Business primarily located outside the
United States. In seeking a Target Business, the Company will consider, without
limitation, businesses which (i) offer or provide services or develop,
manufacture or distribute goods in the United States or abroad, including,
without limitation, in the following areas: health care and health products,
educational services, environmental services, consumer related products and
services (including amusement and/or recreational services), personal care
services, voice and data information processing and transmission and related
technology development or (ii) is engaged in wholesale or retail distribution.
The Company will not effect a Business Combination with a Target Business
unless the Fair Market Value of such business is at least 80% of the gross
proceeds of this offering ($120,000) at the time of consummation of such
Business Combination. If the Company determines that the financial statements
of a Proposed Target Business do not clearly indicate that the Fair Market
Value Test has been satisfied, the Company will obtain an opinion from an
investment banking firm that is a member in good standing of the NASD with
respect to the satisfaction of such criteria. The Company has not had any
contact or discussions with representatives of any Target Business regarding a
consummation of a Business Combination. While the Company may, under certain
circumstances, seek to effect Business Combinations with more than one Target
Business, in all likelihood, as a result of its limited resources, the Company
will have the ability to effect only a single Business Combination. The Company
does not intend to register as a broker-dealer, merge with or acquire a
registered broker-dealer, or otherwise become a member of the NASD.
    

    To date, the Company's efforts have been limited to organizational
activities and this offering. The implementation of the Company's business
objectives is wholly contingent upon the successful sale of the Shares offered
hereby. See "Proposed Business."

    The Company was organized under the laws of the State of Delaware on March
17, 1997. The Company's office is located at 315 West 106th Street, Fourth
Floor, New York, New York 10025 and its telephone number is (212) 678-6231.


BUSINESS EXPERIENCE OF PRINCIPALS

    The executive officers and directors of the Company have business
experience which has provided them with skills which the Company believes will
be helpful in evaluating potential Target Businesses and negotiating and
consummating a Business Combination. Prior to their involvement with the
Company, none of the directors or the executive officers of the Company has
been involved in any "blank check" offerings. See "Management."

POSSIBLE RETENTION OF INVESTMENT BANKER

   
    The Company may retain an investment banking firm to aid in identifying,
evaluating, structuring, negotiating and consummating a Business Combination.
Management expects that if an investment banking firm is retained that it will
be a regionally or nationally recognized firm with knowledge relevant
    

                                       6
<PAGE>

   
to the industry in which the Target Business operates.
    

                                  RISK FACTORS

    The securities offered hereby involve a high degree of risk, including, but
not limited to, the several factors described below. These securities should be
purchased only by persons who can afford a loss of their entire investment.
Investors should consider carefully the following risk factors inherent in and
affecting the business of the Company and this offering in evaluating an
investment in the securities offered hereby.

NO OPERATING HISTORY; LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES

   
    The Company, incorporated on March 17, 1997, is a development stage company
and has not, as of the date hereof, attempted to seek a Business Combination.
Although certain of the Company's directors and its executive officers have had
extensive experience relating to the identification, evaluation and acquisition
of Target Businesses, the Company has no operating history and, accordingly,
there is only a limited basis upon which to evaluate the Company's prospects
for achieving its intended business objectives. None of the Company's officers,
directors, promoters or other persons engaged in management-type activities,
has been previously involved with any blank check offerings. To date, the
Company's efforts have been limited to organizational activities and this
offering. The Company has limited resources and has had no revenues to date. In
addition, the Company will not achieve any revenues (other than investment
income) until, at the earliest, the consummation of a Business Combination.
Moreover, there can be no assurance that any Target Business, at the time of
the Company's consummation of a Business Combination, or at any time
thereafter, will derive any material revenues from its operations or operate on
a profitable basis. See "Proposed Business" and "Management -- Prior Blank
Check Offerings."

CONFLICTS OF INTEREST

    Management may, but does not presently intend to, negotiate or otherwise
consent to the purchase of a portion of their shares in connection with a
Business Combination. Given that management paid between $1.00 and $2.00 for
their shares and the investors pursuant hereto will pay $5.00 per share, there
will be an inherent conflict of interest, as management may have an interest in
undertaking a Business Combination which provides a good return on their
investment, but does not provide the same return to the public investors.
Should an investor believe that management has breached its fiduciary duty to
the Company and its shareholders, pursuit of a claim for such breach of
fiduciary duty by investors is likely to be prohibitively expensive. While
management does not intend to take any fees or other compensation from the
Company (but only to obtain their investment return through appreciation in the
common stock), there is no assurance that the Company will not pay fees to
firms or individuals with whom management has relationships. However, it is
expected that the law firm of Epstein Becker & Green, P.C. will represent the
Company in connection with a Business Combination. Richard Campbell is special
counsel to Epstein Becker & Green, P.C. and has agreed with the firm that he
will receive no fees in connection with such representation. Management has a
substantial number of relationships in the business community and considers it
likely that they will draw on these relationships and pay reasonable fees to
parties involved in a concluded Business Combination. The form or amount of
these fees or other consideration cannot be determined at this time. The
Company will not undertake Business Combinations with entities owned or
controlled by affiliates or associates of the Company or engage in the creation
of subsidiary entities with a view to distributing their securities to the
shareholders of the Company. In order to mitigate against the possibility that
management may undertake transactions with undue
    

                                       7
<PAGE>

   
consideration of their own interests, the Company has established a requirement
that 51% of the Shares purchased pursuant to this Prospectus approve any
Business Combination, including the terms of management's involvement and
consideration, if any. Management does not intend to accept a premium for their
shares above the amount paid to the public.

    None of the Company's directors or executive officers are required to
commit their full time to the affairs of the Company and it is likely that such
persons will not devote a substantial amount of time to the affairs of the
Company. Such personnel will have conflicts of interest in allocating
management time among various business activities. As a result, the
consummation of a Business Combination may require a greater period of time
than if the Company's management devoted their full time to the Company's
affairs. However, the executive officers of the Company will devote such time
as they deem reasonably necessary to carry out the business and affairs of the
Company, including the evaluation of potential Target Businesses and the
negotiation and consummation of a Business Combination and, as a result, the
amount of time devoted to the business and affairs of the Company may vary
significantly depending upon, among other things, whether the Company has
identified a Target Business or is engaged in active negotiation and
consummation of a Business Combination. Prior to their involvement with the
Company, none of the directors or the executive officers of the Company has
been involved in any "blank check" offerings. For such purposes, suitable shall
mean any business opportunity which, under Delaware law, may reasonably be
required to be presented to the Company. Management is and may in the future
become affiliated with entities engaged in business activities similar to those
intended to be conducted by the Company. Such persons may have conflicts of
interest in determining to which entity a particular business opportunity
should be presented. To avoid certain conflicts of interest, the management of
the Company have agreed that they will not, until the consummation of the first
Business Combination, introduce a suitable proposed merger, acquisition or
consolidation candidate to another blank check company. In general, officers
and directors of a corporation incorporated under the laws of the State of
Delaware are required to present certain business opportunities to such
corporation. Accordingly, as a result of multiple business affiliations, the
Company's directors and executive officers may have similar legal obligations
to present certain business opportunities to multiple entities. There can be no
assurance that any conflicts will be resolved in favor of the Company. See
"Management."

"BLANK CHECK" OFFERING; BROAD DISCRETION AND SIGNIFICANT OWNERSHIP OF MANAGEMENT

    Prospective investors who invest in the Company will do so without an
opportunity to evaluate the specific merits or risks of any one or more
Business Combinations. As a result, investors will be entirely dependent on the
broad discretion and judgment of management in connection with the allocation
of the proceeds of the offering and the selection of a Target Business;
provided however, the Company will not proceed with a Business Combination
unless at least 51% of the shares purchased in this offering vote in favor
thereof. Management will own 33.33% of the Common Stock following this
offering. There can be no assurance that determinations ultimately made by the
Company will permit the Company to achieve its business objectives. See "Use of
Proceeds" and "Proposed Business."
    

ABSENCE OF SUBSTANTIVE DISCLOSURE RELATING TO PROSPECTIVE BUSINESS
COMBINATIONS; INVESTMENT IN THE COMPANY VERSUS INVESTMENT IN A TARGET BUSINESS

   
    "Blank check" offerings are inherently characterized by the absence of
substantive disclosure, other than general descriptions, relating to the
intended application of the net proceeds of the offering. The Company has not
yet identified a prospective Target Business. Accordingly, investors will have
no substantive information concerning consummation of any specific Business
Combination in considering a purchase of Shares in this offering. The absence
of disclosure can be contrasted with the disclosure which would be necessary if
the Company had already identified a Target Business as a Business Combination
candidate or if the Target Business were to effect an offering of its
securities directly to the public. There can be no assurance that an investment
in the securities offered hereby will not ultimately prove to be less
    

                                       8
<PAGE>

favorable to investors in this offering than a direct investment, if such
opportunity were available, in a Target Business. See "Proposed Business."

SEEKING TO ACHIEVE PUBLIC TRADING MARKET THROUGH BUSINESS COMBINATION

   
    While a prospective Target Business may deem a consummation of a Business
Combination with the Company desirable for various reasons, a Business
Combination may involve the acquisition of, or merger or consolidation with, a
company which does not need substantial additional capital, but which desires
to establish a public trading market for its shares, while avoiding what it may
deem to be adverse consequences of undertaking a public offering itself,
including time delays, significant expense, loss of voting control, the time
and expense incurred to comply and compliance with various Federal and state
securities laws that regulate initial public offerings. Such Federal and state
regulations have been adopted for the protection of investors gnerally, and
investors in this offering will not be so protected. Nonetheless, there can be
no assurance that there will be an active trading market for the Company's
securities following the completion of a Business Combination or, if a market
does develop, as to the market price for the Company's securities. See
"Proposed Business -- "Blank Check" Offering -- Background." There are no
plans, proposals, arrangements or understandings with any person with regard to
the development of a trading market in any of the Company's securities.
Consequently, investors seeking to sell their Shares following the conclusion
of a Business Combination may not be able to do so.
    

UNCERTAIN STRUCTURE OF BUSINESS COMBINATION

    The structure of a future transaction with a Target Business cannot be
determined at the present time and may take, for example, the form of a merger,
an exchange of stock or an asset acquisition. The Company may form one or more
subsidiary entities to effect a Business Combination and may, under certain
circumstances, distribute the securities of subsidiaries to the stockholders of
the Company. There cannot be any assurance that a market would develop for the
securities of any subsidiary distributed to stockholders or, if it did, any
assurance as to the prices at which such securities might trade. The structure
of a Business Combination or the distribution of securities to stockholders may
result in taxation of the Company, the Target Business or stockholders. See
"Proposed Business" and "Management."

UNSPECIFIED INDUSTRY AND TARGET BUSINESS; UNASCERTAINABLE RISKS

    While the Company will target industries located in the United States,
while reserving the right to acquire a Target Business located elsewhere, the
Company has not selected any particular Target Business or industry in which to
concentrate its Business Combination efforts. None of the Company's directors
or its executive officers has had any contact or discussions with any entity or
representatives of any entity regarding a consummation of a Business
Combination. Accordingly, there is no basis for prospective investors to
evaluate the possible merits or risks of the Target Business or the particular
industry in which the Company may ultimately operate. To the extent that the
Company effects a Business Combination with a financially unstable company or
an entity in its early stage of development or growth (including entities
without established records of revenues or income), the Company will become
subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, to the extent that the Company effects a Business Combination with an
entity in an industry characterized by a high level of risk, the Company will
become subject to the currently unascertainable risks of that industry. An
extremely high level of risk frequently characterizes certain industries which
experience rapid growth. Although management will endeavor to evaluate the
risks inherent in a particular Target Business or industry, there can be no
assurance that the Company will properly ascertain or assess all such risks.
See "Proposed Business."

    In addition, to date, none of the Company's officers, directors, promoters,
affiliates or associates

                                       9
<PAGE>

have had any preliminary contact or discussions with, and there are no present
plans, proposals, arrangements or understandings with any representatives or
owners of any business or company regarding the possibility of consummating a
Business Combination with such a business or company.

PROBABLE LACK OF BUSINESS DIVERSIFICATION

    As a result of the limited resources of the Company, the Company, in all
likelihood, will have the ability to effect only a single Business Combination.
Accordingly, the prospects for the Company's success will be entirely dependent
upon the future performance of a single business. Unlike certain entities which
have the resources to consummate several Business Combinations or entities
operating in multiple industries or multiple segments of a single industry, it
is highly likely that the Company will not have the resources to diversify its
operations or benefit from the possible spreading of risks or offsetting of
losses. The Company's probable lack of diversification may subject the Company
to numerous economic, competitive and regulatory developments, any or all of
which may have a material adverse impact upon the particular industry in which
the Company may operate subsequent to a consummation of a Business Combination.
The prospects for the Company's success may become dependent upon the
development or market acceptance of a single or limited number of products,
processes or services. Accordingly, notwithstanding the possibility of capital
investment in and management assistance to the Target Business by the Company,
there can be no assurance that the Target Business will prove to be
commercially viable. The Company has no present intention of either loaning any
of the proceeds of this offering to any Target Business or of purchasing or
acquiring a minority interest in any Target Business. Management is unaware of
any circumstances under which this policy, through management's own initiative,
may be changed. See "Use of Proceeds" and "Proposed Business."


   
DEPENDENCE UPON EXECUTIVE OFFICERS AND BOARD OF DIRECTORS; NO PRIOR BLANK CHECK
EXPERIENCE

    The ability of the Company to successfully effect a Business Combination
will be largely dependent upon the efforts of its executive officers and the
Board of Directors. The Company only has two officers, who are also the only
directors of the Company. The Company has no independent or outside directors.
Notwithstanding the significance of such persons, the Company has not entered
into employment agreements or other understandings with any such personnel
concerning compensation or obtained any "key man" life insurance on their
respective lives. The loss of the services of such key personnel could have a
material adverse effect on the Company's ability to successfully achieve its
business objectives. None of the Company's key personnel are required to commit
a substantial amount of their time to the affairs of the Company and,
accordingly, such personnel may have conflicts of interests in allocating
management time among various business activities. However, the executive
officers and the other directors of the Company will devote such time as they
deem reasonably necessary to carry out the business and affairs of the Company,
including the evaluation of potential Target Businesses and the negotiation and
consummation of a Business Combination, and, as a result, the amount of time
devoted to the business and affairs of the Company may vary significantly
depending upon, among other things, whether the Company has identified a Target
Business or is engaged in active negotiation of a Business Combination.
Although the officers and directors of the Company have substantial experience
in buying and selling businesses, they have no prior experience in "blank
check" offerings. The Company will rely upon the expertise of such persons, and
the Board does not anticipate that it will hire additional personnel. However,
if additional personnel are required, there can be no assurance that the
Company will be able to retain such necessary additional personnel. See
"Proposed Business" and "Management."
    

    LIMITED ABILITY TO EVALUATE TARGET BUSINESS MANAGEMENT; POSSIBILITY THAT
MANAGEMENT WILL CHANGE

    The role of the present management in the operations of a Target Business
of the Company following

                                      10
<PAGE>

a Business Combination cannot be stated with certainty. Although the Company
intends to scrutinize closely the management of a prospective Target Business
in connection with its evaluation of the desirability of effecting a Business
Combination with such Target Business, and may retain an independent investment
banking firm to assist the Company in this regard, there can be no assurance
that the Company's assessment of such management will prove to be correct,
especially in light of the possible inexperience of current key personnel of
the Company in evaluating certain types of businesses. While it is possible
that certain of the Company's directors or executive officers will remain
associated in some capacities with the Company following a consummation of a
Business Combination, it is unlikely that any of them will devote a substantial
portion of their time to the affairs of the Company subsequent thereto.
Moreover, there can be no assurance that such personnel will have significant
experience or knowledge relating to the operations of the Target Business
acquired by the Company. The Company may also seek to recruit additional
personnel to supplement the incumbent management of the Target Business. There
can be no assurance that the Company will successfully recruit additional
personnel or that the additional personnel will have the requisite skills,
knowledge or experience necessary or desirable to enhance the incumbent
management. In addition, there can be no assurance that the future management
of the Company will have the necessary skills, qualifications or abilities to
manage a public company embarking on a program of business development. See
"Proposed Business" and "Management."

IMMEDIATE SUBSTANTIAL DILUTION; DISPARITY OF CONSIDERATION

   
    This offering involves an immediate and substantial dilution of $1.67 per
share (or 33%) between the pro forma net tangible book value per share after
the offering of $3.33 and the initial public offering price of $5.00 per share
allocable to each Share. The existing stockholders of the Company acquired
their shares of Common Stock at prices substantially lower than the initial
public offering price and, accordingly, new investors will bear substantially
all of the risks inherent in an investment in the Company. Similarly, if and to
the extent that the net tangible book value per share of the securities of the
Target Business being acquired (when divided by the number of shares of the
Common Stock to be issued) is less per share than the Company's current net
tangible book value per share, the Company's public stockholders will suffer
further dilution, since the issuance of such shares would result in an
immediate dilution of the net tangible book value per share of the then
consolidated financial position of the Company and the business being acquired.
See "Dilution."
    

POSSIBLE BUSINESS COMBINATION WITH A TARGET BUSINESS OUTSIDE THE UNITED STATES

    The Company may effectuate a Business Combination with a Target Business
located outside the United States. In such event, the Company may face the
additional risks of language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers. Furthermore, due to the Company's limited resources, it may be
difficult to assess fully these additional risks. Therefore, a Business
Combination with a Target Business outside the United States may increase the
risk that the Company will not achieve its business objectives.

COMPETITION

   
    The Company expects to encounter intense competition from other entities
having business objectives similar to those of the Company. Many of these
entities, including venture capital partnerships and corporations, other blank
check companies, large industrial and financial institutions, small business
investment companies and wealthy individuals, are well-established and have
extensive experience in connection with identifying and effecting Business
Combinations directly or through affiliates. Many of these competitors possess
greater financial, technical, human and other resources than the Company and
there can be no assurance that the Company will have the ability to compete
successfully. The
    

                                      11
<PAGE>

   
Company's financial resources will be limited in comparison to those of many of
its competitors. Further, such competitors will generally not be required to
seek the prior approval of their own stockholders, which may enable them to
close a Business Combination more quickly than the Company. This inherent
competitive limitation may compel the Company to select certain less attractive
Business Combination prospects. There can be no assurance that such prospects
will permit the Company to achieve its stated business objectives. See
"Proposed Business."
    

UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET BUSINESS

    In the event that the Company succeeds in effecting a Business Combination,
the Company will, in all likelihood, become subject to intense competition from
competitors of the Target Business. In particular, certain industries which
experience rapid growth frequently attract an increasingly larger number of
competitors, including competitors with greater financial, marketing,
technical, human and other resources than the initial competitors in the
industry. The degree of competition characterizing the industry of any
prospective Target Business cannot presently be ascertained. There can be no
assurance that, subsequent to a consummation of a Business Combination, the
Company will have the resources to compete in the industry of the Target
Business effectively, especially to the extent that the Target Business is in a
high-growth industry. See "Proposed Business."

ADDITIONAL FINANCING REQUIREMENTS

    The Company has had no revenues to date and will be entirely dependent upon
the proceeds of this offering to implement its business objectives. The Company
will not achieve any revenues (other than investment income) until, at the
earliest, the consummation of a Business Combination. Although the Company
anticipates that the net proceeds of this offering will be sufficient to effect
a Business Combination, inasmuch as the Company has not yet identified any
prospective Target Business candidates, the Company cannot ascertain with any
degree of certainty the capital requirements for any particular Business
Combination. In the event that the net proceeds of this offering prove to be
insufficient for purposes of effecting a Business Combination (because of the
size of the Business Combination or other reasons), the Company will be
required to seek additional financing. There can be no assurance that such
financing will be available on acceptable terms, or at all. To the extent that
additional financing proves to be unavailable when needed to consummate a
particular Business Combination, the Company would, in all likelihood, be
compelled to restructure the transaction or abandon that particular Business
Combination and seek an alternative Target Business candidate, if possible. In
addition, in the event of the consummation of a Business Combination, the
Company may require additional financing to fund the operations or growth of
the Target Business. The failure by the Company to secure additional financing
could have a material adverse effect on the continued development or growth of
the Target Business. The Company does not have any arrangements with any bank
or financial institution to secure additional financing and there can be no
assurance that any such arrangement, if required or otherwise sought, would be
available on terms deemed to be commercially acceptable and in the best
interests of the Company. See "Proposed Business."

POSSIBLE USE OF DEBT FINANCING; DEBT OF A TARGET BUSINESS

    There currently are no limitations on the Company's ability to borrow funds
to increase the amount of capital available to the Company to effect a Business
Combination. However, the Company's limited resources and lack of operating
history will make it difficult to borrow funds. The amount and nature of any
borrowings by the Company will depend on numerous considerations, including the
Company's capital requirements, the Company's perceived ability to meet debt
service on any such borrowings and the then prevailing conditions in the
financial markets, as well as general economic conditions. There can be no
assurance that debt financing, if required or sought, would be available on
terms deemed to be commercially acceptable by and in the best interests of the
Company. The inability of the Company to

                                      12
<PAGE>

borrow funds required to effect or facilitate a Business Combination, or to
provide funds for an additional infusion of capital into a Target Business, may
have a material adverse effect on the Company's financial condition and future
prospects. Additionally, to the extent that debt financing ultimately proves to
be available, any borrowings may subject the Company to various risks
traditionally associated with indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay principal and interest.
Furthermore, a Target Business may have already incurred borrowings and,
therefore, already be subject to all the risks inherent thereto. See "Use of
Proceeds" and "Proposed Business."

   
RECONFIRMATION RIGHTS; POSSIBLE INABILITY TO COMPLETE BUSINESS COMBINATION
    

    At the time the Company executes an agreement for a potential Business
Combination, the Company will offer to each of the non-affiliated public
stockholders of the Company the right, for a specified period of time of not
less than 20 business days and not more than 45 business days, to reconfirm his
or her investment, or else his shares of Common Stock will be redeemed at a
price equal to the purchase price of such shares plus any accrued interest on
such purchase price in the Proceeds Escrow Account ("Liquidation Value") as of
the Record Date. The Reconfirmation Offer will be described in the disclosure
documentation relating to the proposed Business Combination. In connection with
the Reconfirmation Offer, should non-affiliated public stockholders holding 20%
or less of the Common Stock elect to redeem their shares, the Company may, but
will not be required to, proceed with the proposed Business Combination and, if
the Company elects to so proceed, will redeem such shares at their Liquidation
Value as of the Record Date. In any case, if non-affiliated public stockholders
holding more than 20% of such Common Stock elect to redeem their shares, the
Company will not proceed with the proposed Business Combination and will not
redeem any shares of Common Stock. As a result of the foregoing, the Company's
ability to consummate a particular Business Combination may be impaired.

POSSIBLE LIQUIDATION OF THE COMPANY IF NO BUSINESS COMBINATION

    If the Company does not effect a Business Combination within 18 months from
the date of this Prospectus, the Company will distribute to the holders of
Common Stock acquired in this offering the amount of their original investment
plus a pro-rata share of all interest accrued in the Funds Escrow Account.

    There can be no assurance that the Company will effect a Business
Combination within 18 months from the date of this Prospectus.

   
INVESTMENT COMPANY ACT CONSIDERATIONS; POSSIBLE ADDITIONAL REPORTING AND
COMPLIANCE OBLIGATIONS
    

    The regulatory scope of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional
scope of certain provisions of the Investment Company Act. The Company believes
that its anticipated principal activities, which will involve acquiring control
of an operating company, will not subject the Company to regulation under the
Investment Company Act. Nevertheless, there can be no assurance that the
Company will not be deemed to be an investment company, particularly during the
period prior to consummation of a Business Combination. If the Company is
deemed to be an investment company, the Company may become subject to certain
restrictions relating to the Company's activities, including restrictions on
the nature of its investments and the issuance of securities. In addition, the
Investment Company Act imposes certain requirements on companies deemed to be
within its regulatory scope,

                                      13
<PAGE>

including registration as an investment company, adoption of a specific form of
corporate structure and compliance with certain burdensome reporting, record
keeping, voting, proxy, disclosure and other rules and regulations. In the
event of the characterization of the Company as an investment company, the
failure by the Company to satisfy such regulatory requirements, whether on a
timely basis or at all, would, under certain circumstances, have a material
adverse effect on the Company.

STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES

   
    The ability to register or qualify for sale the Shares for both initial
sale and secondary trading will be limited because a significant number of
states have enacted regulations pursuant to their securities or so-called "blue
sky" laws restricting or, in many instances, prohibiting, the sale of
securities of "blank check" issuers such as the Company within that state. In
addition, many states, while not specifically prohibiting or restricting "blank
check" companies, would not register the securities to be offered in this
offering for sale in their states. Because of these regulations, the Company
has registered the securities being offered in this offering, or an exemption
from registration has been obtained (or is otherwise available), only in the
states of Maryland, New York, Rhode Island and the District of Columbia (the
"Primary Distribution States") and initial sales may only be made in such
jurisdictions. More specifically, the Company has registered the securities by
coordination in Maryland and Rhode Island and by notification in New York.
Exemptions from registration have been obtained (or are otherwise available) in
the District of Columbia. No resales of the Shares will be permitted while such
shares remain in the Securities Escrow.
    

NO PAYMENT OF DIVIDENDS

   


    The Company does not expect to pay dividends prior to the consummation of a
Business Combination. The payment of dividends after consummating any such
Business Combination, if any, will be contingent upon the Company's revenues
and earnings, if any, capital requirements and general financial condition
subsequent to consummation of a Business Combination. The payment of any
dividends subsequent to a Business Combination will be within the discretion of
the Company's then Board of Directors. The Company presently intends to retain
all earnings, if any, for use in the Company's business operations and
accordingly, the Board does not anticipate declaring any dividends in the
foreseeable future. See "Description of Securities -- Dividends."
    

AUTHORIZATION OF ADDITIONAL SECURITIES

   
    The Company's Certificate of Incorporation authorizes the issuance of
10,000,000 shares of Common Stock. Upon completion of this offering there will
be 9,955,000 authorized but unissued shares of Common Stock available for
issuance. The Company will, in all likelihood, issue a substantial number of
additional shares in connection with or following a Business Combination. The
Company's stockholders will experience dilution of their ownership interests in
the Company. Additionally, a change in control of the Company will occur which
may affect, among other things, the Company's ability to utilize net operating
loss carry forwards, if any. Furthermore, the issuance of a substantial number
of shares of Common Stock may adversely affect prevailing market prices, if
any, for the Common Stock and could impair the Company's ability to raise
additional capital through the sale of its equity securities. See "Proposed
Business" and "Description of Securities."
    

    The Company's Certificate of Incorporation also authorizes the issuance of
2,000,000 shares of preferred stock (the "Preferred Stock"), with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions and in such series as the Board of Directors, subject to the laws
of the State of Delaware, may determine from time to time. Accordingly, the
Board of Directors is empowered, without stockholder approval, to issue
Preferred Stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the

                                      14
<PAGE>

holders of Common Stock. In addition, the Preferred Stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. Although the Company does not
currently intend to issue any shares of Preferred Stock, there can be no
assurance that the Company will not do so in the future. As of the date of this
Prospectus, the Company has no outstanding shares of Preferred Stock. See
"Proposed Business" and "Description of Securities."

   
ARBITRARY DETERMINATION OF OFFERING PRICE AND LACK OF PUBLIC MARKET FOR
SECURITIES
    

    Prior to this offering, there has been no public trading market for the
Common Stock. The initial public offering prices of the Shares has been
arbitrarily determined by the Company and bear no relationship to any
established valuation criteria such as assets, book value or prospective
earnings.


   
OFFERING IS SUBJECT TO PENNY STOCK RULES AND BROKER-DEALER SALES OF COMMON
STOCK IN THE SECONDARY MARKET

    By virtue of the Company being a "blank check" company it is subject to the
provisions under Rule 419 of Regulation C under the Securities Act. For any
transaction involving a penny stock, unless exempt, the rules require delivery,
prior to any transaction in a penny stock, of a disclosure schedule prepared by
the Commission relating to the penny stock market. Disclosure is also required
to be made about commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements are required to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market
in penny stocks. The Company's "penny stock" securities are subject to
Securities and Exchange Commission Rule 15g-9 of the Exchange Act, which
imposes additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to the
sale.

    These disclosure rules 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 which makes it more difficult to sell such securities. Such
requirements, could result in reduction in the level of trading activity for
that particular security of the Company and could make it more difficult for
investors to sell that particular security.

PROHIBITION PURSUANT TO RULE 15G-8 UNDER EXCHANGE ACT TO SELL OR OFFER TO SELL
SHARES IN RULE 419 ACCOUNT

Rule 419 of Regulation C under the Securities Act of 1933, as amended, requires
that the securities to be issued and the funds received in a blank check
offering be deposited and held in an escrow account until an acquisition
meeting specified criteria is completed. Pursuant to Rule 15g-8 under the
Exchange Act, it is unlawful for any person to sell or offer to sell the Shares
(or any interest in or related to the Shares) held in the Rule 419 escrow
account other than pursuant to a qualified domestic relations order issued by a
court in connection with divorce proceedings. As a result, contracts for sale
to be satisfied by delivery of the deposited shares (e.g. contracts for sale on
a when, as, and if issued basis) are prohibited. Such rule prohibits sales of
other interests based on the shares, whether or not physical delivery is
required. Therefore, investors will not be able to realize any return on their
investment for up to 18 months from the date of this prospectus. (See
"Prospectus Summary").
    

                                      15
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

    None of the 15,000 shares of Common Stock outstanding as of the date of
this Prospectus are eligible for sale under Rule 144 ("Rule 144") promulgated
under the Securities Act of 1933, as amended (the "Securities Act"). However,
such shares may be registered under the Securities Act for sale at the time of
a Business Combination and will be freely tradable at that time. In general,
under Rule 144, as currently in effect, subject to the satisfaction of certain
other conditions, a person, including an affiliate of the Company (or persons
whose shares are aggregated), who has owned restricted shares of Common Stock
beneficially for at least one year is entitled to sell, within any three-month
period, a number of shares that does not exceed the greater of 1% of the total
number of outstanding shares of the same class or, if the Common Stock is
quoted on an exchange or NASDAQ, the average weekly trading volume during the
four calendar weeks preceding the sale. A person who has not been an affiliate
of the Company for at least three months immediately preceding the sale and who
has beneficially owned the shares of Common Stock to be sold for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above. No prediction can be made as to the effect, if
any, that sales of such shares of Common Stock or the availability of such
shares for sale will have on the market prices for shares of Common Stock
prevailing from time to time. Nevertheless, the sale of substantial amounts of
Common Stock in the public market would likely adversely affect prevailing
market prices for the Common Stock and could impair the Company's ability to
raise capital through the sale of its equity securities. See "Shares Eligible
for Future Sale."

   
    

                                USE OF PROCEEDS

   
    The net proceeds to the Company after deducting estimated expenses of
$20,000 which will be paid from existing capital, are estimated to be $150,000.
These proceeds will be held in an escrow account maintained by the Proceeds
Escrow Agent, until the earlier of written notification by the Company to the
Proceeds Escrow Agent (i) of the Company's completion of a transaction or
series of transactions in which a specific business has been acquired with a
fair value of at least $120,000, or (ii) to distribute the escrowed funds, in
connection with a liquidation of the Company, to the then holders of the Shares
sold in this offering. All proceeds held in the escrow account will be
invested, until released, in short-term United States government securities,
including treasury bills, cash and cash equivalents. While the Company is
entitled to use up to 10% ($15,000) of the Escrowed Proceeds in pursuit of a
Business Combination, the Company has determined to escrow 100% of such
proceeds until a Business Combination is approved by the shareholders.

    The Company will use the net proceeds of this offering, together with the
income earned thereon, principally in connection with effecting a Business
Combination, including selecting and evaluating potential Target Businesses and
structuring and consummating a Business Combination (including possible payment
of finder's fees or other compensation to persons or entities which provide
assistance or services to the Company). The Company will not effect a Business
Combination with a Target Business unless the Fair Market Value of such
business is greater than 80% of the net assets of the Company at the time of
such consummation of a Business Combination. The Company will not loan any of
the proceeds of this offering to any Target Business or purchase a minority
interest in any Target Business. While management does not intend to take any
fees or other compensation from the Company (but only to obtain their
investment return through appreciation in the common stock), there is no
assurance that the Company will not pay fees to firms or individuals with whom
management has relationships. Management has a substantial number of
relationships in the business community and considers it likely that they will
draw on these relationships and pay reasonable fees to those parties involved
in a concluded Business Combination. The form or amount of these fees or other
consideration cannot be determined at this time. Management has adopted a
resolution respecting the above corporate policy and is unaware of any
circumstances under which this policy, through management's own initiative,
would be changed.
    

                                      16
<PAGE>

   
The Company does not have discretionary access to the monies in the escrow
account, including income earned on such amounts, and stockholders of the
Company will not receive any distribution of income (other than in connection
with the liquidation of the Company) or have any ability to direct the use or
distribution of such income. Thus, such income will cause the amount in escrow
to increase. The Company cannot use the escrowed amounts to pay the costs of
evaluating potential Business Combinations. The Company's anticipated uses of
the net proceeds from the sale of the Common Stock are quantified as follows
    

           Use                      Amount                   Percentage
           ---                      ------                   ----------
    Escowed Proceeds(1)            $150,000                   100.00%

(1) Represents the amount of proceeds from the sale of the shares. See "The
    Company -- Escrow of Offering Proceeds."
 
   
    The Company may seek to issue additional securities if it requires
additional funds to meet its operating and administrative expenses. To the
extent that Common Stock is used as consideration to effect a Business
Combination, the net proceeds of this offering not theretofore expended will be
used to finance the operations (including the possible repayment of debt) of
the Target Business. No cash compensation will be paid to any officer or
director in their capacities as such until after the consummation of the first
Business Combination. Since the role of present management after a Business
Combination is uncertain, the Company has no ability to determine what
remuneration, if any, will be paid to such persons after a Business
Combination. No portion of the gross proceeds from this offering will be paid
to the Company's officers, directors, their affiliates or associates for
expenses of this offering. However, it is expected that the law firm of Epstein
Becker & Green, P.C. will represent the Company in connection with a Business
Combination. Richard Campbell is special counsel to Epstein Becker & Green,
P.C. and has agreed with the firm that he will receive no fees in connection
with such representation. Management is not aware of any circumstances under
which the aforementioned policy may be changed.
    

    The Company will not pay or incur a liability for ten percent (10%) or more
in the aggregate of the net proceeds of this offering (through repayment of
indebtedness or otherwise) to NASD members, affiliates, associated persons or
related persons.

                                       17
<PAGE>

                                    DILUTION

    The difference between the public offering price per share of Common Stock
and the pro forma net tangible book value per share of Common Stock of the
Company after this offering constitutes the dilution to investors in this
offering. Net tangible book value per share is determined by dividing the net
tangible book value of the Company (total tangible assets less total
liabilities) by the number of outstanding shares of Common Stock.

   
    At March 31, 1997, net tangible book value of the Company was $20,000 or
$1.33 per share of Common Stock. After giving effect to the sale of 30,000
shares of Common Stock included in the Shares offered hereby offered hereby and
the initial application of the estimated net proceeds therefrom, the pro forma
net tangible book value of the Company at March 31, 1997, would be $150,000 or
$3.33 per share, representing an immediate increase in net tangible book value
of $2.00 per share to existing stockholders and an immediate dilution of $1.67
per share (or 33%) to investors purchasing Shares in this offering ("New
Investors"). The following table illustrates the foregoing information with
respect to dilution to New Investors on a per share basis :
    

<TABLE>
<CAPTION>
<S>                                                                                <C>      <C>  
Public offering price per share of Common Stock(1)(2).....................                  $5.00
Net tangible book value per share of Common Stock before this
  offering................................................................         $1.33
Increase attributable to this offering....................................         $2.00
Pro forma net tangible book value per share of Common Stock after
  this offering(3)........................................................                  $3.33
                                                                                             ----
Dilution to New Investors.................................................                  $1.67
                                                                                            =====
</TABLE>

    The following table sets forth, with respect to existing stockholders and
investors in this offering, a comparison of the number of shares of Common
Stock acquired from the Company, the percentage ownership of such shares, the
total consideration paid, the percentage of total consideration paid and the
average price per share:

<TABLE>
<CAPTION>
                                   Shares Purchased         Average Total Consideration*      Price
                                Amount      Percentage              Percentage              Per Share
                                ------      ----------              ----------              ---------

<S>                               <C>             <C>                             <C>        <C>  
Existing Stockholders             15,000          33                              12         $1.33
New Investors........             30,000          66                              88         $5.00
                                  ------          --                              --         -----
                                  45,000      100.0%                             100  
                                  ======      ======                             ===
</TABLE>

- --------------
*   Pro forma net tangible book value after this offering assumes the initial
    application of estimated net proceeds to the Company (after payment of
    expenses of approximately $20,000) of $130,000. see "Use of Proceeds."

                                       18
<PAGE>

                                 CAPITALIZATION

    The following table sets forth the unaudited capitalization of the Company
as of March 31, 1997, and as adjusted to give effect to the sale of the Shares
being offered hereby:

<TABLE>
<CAPTION>
                                                                                                  As
                                                                              Historical       Adjusted(1)
                                                                              ----------       -----------
<S>                                                                           <C>              <C>
                                                                                                      --
Common Stock, subject to possible redemption, 30,000 shares
  at redemption value(3)..............................................                          $150,000
Preferred Stock, $.01 par value, no shares
  issued or outstanding;

                                                                                      0                0
                                                                                                      --
Common stock, $0.001 par value,
  15,000 shares issued and outstanding 45,000 as adjusted;
  10,000,000 shares authorized,

                                                                                     15               45
Additional paid in capital(2).........................................           19,985          149,955
Accumulated deficit during the development stage......................
  Total capitalization................................................          $20,000         $150,000
                                                                                =======         ========
</TABLE>

- --------------
(1) Adjusted to give effect to the sale of 30,000 Shares offered hereby at the
    public offering price of $5.00 per Share and the receipt by the Company of
    the estimated net proceeds (after the payment of all offering expenses) of
    $130,000. See "Use of Proceeds."

(2) In the event the Company consummates a Business Combination, the redemption
    rights afforded to the non-affiliated public stockholders may result in the
    conversion into cash of up to 20% of the aggregate number of shares held by
    the non-affiliated public stockholders at a per share redemption price
    equal to such investors' initial purchase price plus a pro-rata share of
    all interest accrued in the Proceeds Escrow Account.

                                       19
<PAGE>

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

   
    The Company is currently in the development stage and is in the process of
raising capital. All activity of the Company to date has been related to its
formation and proposed financing. The Company's ability to commence operations
is contingent upon obtaining adequate financial resources through this
offering. As of March 31, 1997, the Company had not incurred any costs or
expenses. The Company will use the net proceeds of this offering, together with
the income and interest earned thereon, principally in connection with
effecting a Business Combination, and structuring and consummating a Business
Combination (including possible payment of finder's fees or other compensation
to persons or entities which provide assistance or services to the Company).
The Company does not have discretionary access to the income on the monies in
the escrow account and stockholders of the Company will not receive any
distribution of the income (except in connection with a liquidation of the
Company) or have any ability to direct the use or distribution of such income.
Thus, such income will cause the amount in escrow to increase. The Company
cannot use the escrowed amounts to pay the costs of evaluating potential
Business Combinations. To the extent that Common Stock is used as consideration
to effect a Business Combination, the balance of the net proceeds of this
offering not theretofore expended will be used to finance the operations of the
Target Business. See "Use of Proceeds." No cash compensation will be paid to
any officer or director in their capacities as such until after the
consummation of the first Business Combination. Since the role of present
management after a Business Combination is uncertain, the Company has no
ability to determine what remuneration, if any, will be paid to such persons
after a Business Combination.
    

    In the event that the Company does not effect a Business Combination within
18 months from the date of this Prospectus, the Company will distribute to the
then holders of Common Stock acquired as part of the Shares sold in this
offering the amount held in the escrow account with a pro-rata share of all
interest accrued in such account.

                                       20
<PAGE>

                               PROPOSED BUSINESS

INTRODUCTION

    The Company, a development stage entity, was formed in March 1997 to serve
as a vehicle for the acquisition of, or the merger or consolidation with, a
Target Business. The Company intends to utilize the proceeds of this offering,
equity securities, debt securities, bank and other borrowings or a combination
thereof in effecting a Business Combination with a Target Business which the
Company believes has significant growth potential. The Company's efforts in
identifying a prospective Target Business are expected to emphasize businesses
primarily located in the United States; however, the Company reserves the right
to acquire a Target Business located primarily elsewhere. While the Company
may, under certain circumstances, seek to effect Business Combinations with
more than one Target Business, as a result of its limited resources the Company
will, in all likelihood, have the ability to effect only a single Business
Combination. The Company may effect a Business Combination with a Target
Business which may be financially unstable or in its early stages of
development or growth.

   
"BLANK CHECK" OFFERING

    BACKGROUND. As a result of management's broad discretion with respect to
the specific application of the net proceeds of this offering, this offering
can be characterized as a "blank check" offering. Although substantially all of
the net proceeds of this offering are intended to be utilized generally to
effect a Business Combination, such proceeds are not otherwise being designated
for any more specific purposes. Accordingly, prospective investors who invest
in the Company will do so without an opportunity to evaluate the specific
merits or risks of any one or more Business Combinations. Consummation of a
Business Combination may involve the acquisition of, or merger or consolidation
with, a company that does not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding
what it may deem to be the adverse consequences of undertaking a public
offering itself, such as the time delays and significant expenses incurred to
comply with the various Federal and state securities laws that regulate initial
public offerings.
    

    UNSPECIFIED INDUSTRY AND TARGET BUSINESS. The Company will seek to acquire
a Target Business without limiting itself to a particular industry. Most
likely, the Target Business will be primarily located in the United States,
although the Company reserves the right to acquire a Target Business primarily
located outside the United States. In seeking a Target Business, the Company
will consider, without limitation, businesses which (i) offer or provide
services or develop, manufacture or distribute goods in the United States or
abroad, including, without limitation, in the following areas: health care and
health products, educational services, environmental services, consumer-related
products and services (including amusement and/or recreational services),
personal care services, voice and data information processing and transmission
and related technology development or (ii) is engaged in wholesale or retail
distribution. The Company will not acquire a Target Business unless the Fair
Market Value Test is satisfied. If the Company determines that the financial
statements of a proposed Target Business do not clearly indicate that the Fair
Market Value Test has been satisfied, the Company will obtain an opinion from
an independent investment banking firm (which is a member of the NASD) with
respect to the satisfaction of such criteria. None of the Company's directors
or executive officers has had any preliminary contact or discussions with any
representative of any Target Business regarding consummation of a Business
Combination. Accordingly, there is no basis for investors in this offering to
evaluate the possible merits or risks of a particular industry or the Target
Business. In connection with stockholder approval of a Business Combination,
the Company intends to provide stockholders with disclosure documentation in
accordance with the Proxy Rules, including audited financial statements,
concerning a Target Business. Accordingly, any Target Business that is selected
would need to have audited financial statements or be audited in connection
with the transaction. To the extent the Company effects a Business Combination

                                      21
<PAGE>

with a financially unstable company or an entity in its early stage of
development or growth (including entities without established records of
revenue or income), the Company will become subject to numerous risks inherent
in the business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, to the extent that the
Company effects a Business Combination with an entity in an industry
characterized by a high level of risk, the Company will become subject to the
currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes certain industries which experience rapid growth.
Although management will endeavor to evaluate the risks inherent in a
particular industry or Target Business, there can be no assurance that the
Company will properly ascertain or assess all risks.

    PROBABLE LACK OF BUSINESS DIVERSIFICATION. As a result of the limited
resources of the Company, the Company, in all likelihood, will have the ability
to effect only a single Business Combination. Accordingly, the prospects for
the Company's success will be entirely dependent upon the future performance of
a single business. Unlike certain entities that have the resources to
consummate several Business Combinations or entities operating in multiple
industries or multiple segments of a single industry, it is highly likely that
the Company will not have the resources to diversify its operations or benefit
from the possible spreading of risks or offsetting of losses. The Company's
probable lack of diversification may subject the Company to numerous economic,
competitive and regulatory developments, any or all of which may have a
material adverse impact upon the particular industry in which the Company may
operate subsequent to consummation of a Business Combination. The prospects for
the Company's success may become dependent upon the development or market
acceptance of a single or limited number of products, processes or services.
Accordingly, notwithstanding the possibility of capital investment in and
management assistance to the Target Business by the Company, there can be no
assurance that the Target Business will prove to be commercially viable. The
Company has no present intention of either loaning any of the proceeds of this
offering to any Target Business or of purchasing or acquiring a minority
interest in any Target Business.

    Under the Delaware General Corporation Law, various forms of Business
Combinations can be effected without stockholder approval. In addition, the
form of Business Combination will have an impact upon the availability of
dissenters' rights (i.e., the right to receive fair payment with respect to the
Common Stock) to stockholders disapproving of the proposed Business
Combination. Under current Delaware law, only a merger or consolidation may
give rise to a stockholder vote and to dissenters' rights. The Company intends
to provide stockholders with disclosure documentation in accordance with Rule
419, including audited financial statements, concerning a Target Business as a
part of the investment re-confirmation offer process. In addition, the Delaware
General Corporation Law requires approval of certain mergers and consolidations
by a majority of the outstanding stock entitled to vote. Even if investors are
afforded the right to approve a Business Combination under the Delaware General
Corporation Law, no dissenters' rights to receive fair payment will be
available for stockholders if the Company is to be the surviving corporation
unless the Certificate of Incorporation of the Company is amended and as a
result thereof: (i) alters or abolishes any preferential right of such stock;
(ii) creates, alters or abolishes any provision or right in respect of the
redemption of such shares or any sinking fund for the redemption or purchase of
such shares; (iii) alters or abolishes any preemptive right of such holder to
acquire shares or other securities; or (iv) excludes or limits the right of
such holder to vote on any matter, except as such right may be limited by the
voting rights given to new shares then being authorized of any existing or new
class.

    LIMITED ABILITY TO EVALUATE MANAGEMENT OF A TARGET BUSINESS. The role of
the present management of the Company, following a Business Combination, cannot
be stated with any certainty. Although the Company intends to scrutinize
closely the management of a prospective Target Business in connection with its
evaluation of the desirability of effecting a Business Combination with such
Target Business, there can be no assurance that the Company's assessment of
such management will prove to be correct. While it is possible that certain of
the Company's directors or its executive officers will remain

                                       22
<PAGE>

associated in some capacities with the Company following consummation of a
Business Combination, it is unlikely that any of them will devote a substantial
portion of their time to the affairs of the Company subsequent thereto.
Moreover, there can be no assurance that such personnel will have significant
experience or knowledge relating to the operations of the particular Target
Business. The Company also may seek to recruit additional personnel to
supplement the incumbent management of the Target Business. There can be no
assurance that the Company will have the ability to recruit additional
personnel or that such additional personnel will have the requisite skills,
knowledge or experience necessary or desirable to enhance the incumbent
management. In addition, there can be no assurance that the future management
of the Company will have the necessary skills, qualifications or abilities to
manage a public company intending to embark on a program of business
development.

   
    SELECTION OF A TARGET BUSINESS AND STRUCTURING OF A BUSINESS COMBINATION.
Management may, but does not presently intend to, negotiate or otherwise
consent to the purchase of a portion or their shares in connection with a
Business Combination. Given management paid between $1.00 and $2.00 for their
shares and the investors pursuant hereto will pay $5.00 per share there will be
an inherent conflict of interest, as management may have an interest in
undertaking a Business Combination which provides a good return on their
investment, but does not provide the same return to the public investors.
Should an investor believe that management has breached its fiduciary duty to
the Company and its shareholders, pursuit of a claim for such breach of
ficuciary duty by investors is likely to be prohibitively expensive. While
management does not intend to take any fees or other compenstation from the
Company (but only to obtain their investment return through appreciation in the
common stock), there is no assurance that the Company will not pay fees to
firms or individuals with whom management has relationships. However, it is
expected that the law firm of Epstein Becker & Green, P.C. will represent the
Company in connection with a Business Combination. Richard Campbell is special
counsel to Epstein Becker & Green, P.C. and has agreed with the firm that he
will receive no fees in connection with such representation. Management has a
substantial number of relationships in the business comunnity and considers it
likely that they will draw on these relationships and pay fees to those parties
who are involved in a concluded Business Combination. The form or amount of
these fees or other consideration cannot be determined at this time. The
Company will not undertake Business Combinations with entities owned or
controlled by affiliates or associates of the Company or engage in the creation
of subsidiary entities with a view to distributing their securities to the
shareholders of the Company. In order to mitigate against the possibility that
management may undertake transactions with undue consideration of their own
interests, the Company has established a requirement that 51% of the Shares
purchased pursuant to this Prospectus approve any Business Combination,
including the terms of management's involvement and consideration, if any.
Management does not intend to accept a premium for their shares above the
amount paid to the public. Management has adopted a resolution respecting the
above corporate policy and is unaware of any circumstances under which this
policy, through management's own initiative, would be changed.

    Management of the Company will have substantial flexibility in identifying
and selecting a prospective Target Business. However, the Company's flexibility
is limited to the extent that it must satisfy the Fair Market Value Test. If
the Company determines that the financial statements of a proposed Target
Business do not clearly indicate that the Fair Market Value Test has been
satisfied, the Company will obtain an opinion from an independent investment
banking firm that is a member of the NASD with respect to the satisfaction of
such criteria. As a result, investors in this offering will be almost entirely
dependent on the judgment of management in connection with the selection of a
Target Business. In evaluating a prospective Target Business, management will
consider, among other factors, the following: (i) costs associated with
effecting the Business Combination; (ii) equity interest in and opportunity for
control of the Target Business; (iii) growth potential of the Target Business;
(iv) experience and skill of management and availability of additional
personnel of the Target Business; (v) capital requirements of the Target
Business; (vi) competitive position of the Target Business; (vii) stage of
development of the Target Business; (viii) degree of current or potential
market acceptance of the Target Business, products
    

                                       23
<PAGE>

   
or services; (ix) proprietary features and degree of intellectual property or
other protection of the Target Business; (x) the financial statements of the
Target Business; and (xi) the regulatory environment in which the Target
Business operates.
    

    The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular Target Business will be based, to the
extent relevant, on the above factors as well as other considerations deemed
relevant by management in connection with effecting a Business Combination
consistent with the Company's business objectives. In connection with its
evaluation of a prospective Target Business, management, with the possible
assistance of an independent investment banking firm, anticipates that it will
conduct a due diligence review which will encompass, among other things,
meeting with incumbent management and inspection of facilities, as well as a
review of financial, legal and other information which will be made available
to the Company.

    The time and costs required to select and evaluate a Target Business
(including conducting a due diligence review) and to structure and consummate
the Business Combination (including negotiating and documenting relevant
agreements and preparing requisite documents for filing pursuant to applicable
securities laws and state "blue sky" and corporation laws) cannot presently be
ascertained with any degree of certainty. The Company's current executive
officers and directors intend to devote only a small portion of their time to
the affairs of the Company and, accordingly, consummation of a Business
Combination may require a greater period of time than if the Company's
management devoted their full time to the Company's affairs. However, each
officer and director of the Company will devote such time as they deem
reasonably necessary to carry out the business and affairs of the Company,
including the evaluation of potential Target Businesses and the negotiation of
a Business Combination and, as a result, the amount of time devoted to the
business and affairs of the Company may vary significantly depending upon,
among other things, whether the Company has identified a Target Business or is
engaged in active negotiation of a Business Combination. Any costs incurred in
connection with the identification and evaluation of a prospective Target
Business with which a Business Combination is not ultimately consummated will
result in a loss to the Company and reduce the amount of capital available to
otherwise complete a Business Combination or for the resulting entity to
utilize.

    The Company anticipates that various prospective Target Businesses will be
brought to its attention from various sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community and affiliated sources, including, possibly, the
Company's executive officer, directors and their affiliates. While the Company
has not yet ascertained how, if at all, it will advertise and promote itself,
it may elect to publish advertisements in financial or trade publications
seeking potential business acquisitions. The Company may also engage the
services of professional firms that specialize in finding business
acquisitions, in which event the Company may pay a finder's fee or other
compensation. In no event, however, will the Company pay a finder's fee or
commission to officers or directors of the Company or any entity with which
they are affiliated for such service.

    As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of business combinations. The Company
will evaluate the possible tax consequences of any prospective Business
Combination and will endeavor to structure a Business Combination so as to
achieve the most favorable tax treatment to the Company, the Target Business
and their respective stockholders. There can be no assurance that the Internal
Revenue Service or relevant state tax authorities will ultimately assent to the
Company's tax treatment of a particular consummated Business Combination. To
the extent the Internal Revenue Service or any relevant state tax authorities
ultimately prevail in recharacterizing the tax treatment of a Business
Combination, there may be adverse tax consequences to the Company, the Target
Business and their respective stockholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular Business Combination, which could be effected through various forms
of a merger, consolidation or stock or asset 

                                      24
<PAGE>

acquisition.

    The Company may utilize cash derived from the net proceeds of this
offering, equity securities, debt securities or bank or other borrowing or a
combination thereof as consideration in effecting a Business Combination..
Although the Company has no commitments as of the date of this Prospectus to
issue any shares of Common Stock or options or warrants, other than as
described in this Prospectus, the Company will, in all likelihood, issue a
substantial number of additional shares in connection with the consummation of
a Business Combination. To the extent that such additional shares are issued,
dilution to the interests of the Company's stockholders will occur.
Additionally, if a substantial number of shares of Common Stock are issued in
connection with the consummation of a Business Combination, a change in control
of the Company may occur which may affect, among other things, the Company's
ability to utilize net operating loss carry forwards, if any.

    There currently are no limitations on the Company's ability to borrow funds
to effect a Business Combination. However, the Company's limited resources and
lack of operating history may make it difficult to borrow funds. The amount and
nature of any borrowing by the Company will depend on numerous considerations,
including the Company's capital requirements, potential lenders' evaluation of
the Company's ability to meet debt service on borrowing and the then prevailing
conditions in the financial markets, as well as general economic conditions.
The Company does not have any arrangements with any bank or financial
institution to secure additional financing and there can be no assurance that
such arrangements if required or otherwise sought, would be available on terms
commercially acceptable or otherwise in the best interests of the Company. The
inability of the Company to borrow funds required to effect or facilitate a
Business Combination, or to provide funds for an additional infusion of capital
into a Target Business, may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to effect a
Business Combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks
traditionally associated with indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay principal and interest.
Furthermore, a Target Business may have already incurred debt financing and,
therefore, subject the Company to all the risks inherent thereto.

    ACQUISITION RESTRICTIONS

    The Company may acquire a company or business by purchasing, trading or
selling the securities of such company or business. However, the Company does
not intend to engage primarily in such activities. Specifically, the Company
intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940, and therefore
avoid application of the costly and restrictive registration and other
provisions of the Investment Company Act of 1940 and the regulations
promulgated thereunder.

    Section 3(a) of the Investment Company Act excepts from the definition of
an "investment company" an entity which does not engage primarily in the
business of investing, reinvesting or trading in securities, or which does not
engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceed 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the company's acquisition of a company or
business through the purchase and sale of investment securities will be
limited. Although the Company intends to act to avoid classification as an
investment company, the provisions of the Investment Company Act of 1940 are
extremely complex and it is possible that it may be classified as an
inadvertent investment company. The Company intends to vigorously resist
classification as an investment company, and to take advantage of any
exemptions or exceptions from application of the Investment Company Act of
1940, which allows an entity a one time option during any

                                       25
<PAGE>

three-year period to claim an exemption as a "transient" investment company.
The necessity of asserting any such resistance, or making any claim of
exemption, could be time consuming and costly, or even prohibitive, given the
Company's limited resources.

    The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Company Act of 1940, which regulation has the purpose of protecting
purchasers of investment company securities. Since the Company does not intend
to register as an investment company, purchasers in the Offering will not be
afforded these protections.

    The Company will be subject to certain reporting requirements under the
Exchange Act of 1934. In the event the Company no longer would be required to
file reports and other information with the Commission under the Exchange Act,
the Company intends nonetheless to continue to file such reports. Pursuant to
Section 13 and 15(d) of the Act, in the event significant acquisitions take
place, the Company will be required to furnish information including certified
financial statements for the acquired company covering one, two or three years
depending upon the relative size of the acquisition. Consequently, acquisition
prospects that do not have or are unable to obtain the required certified
financial statements will not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.

    Various impediments to an acquisition of a business or company or a merger
may arise such as appraisal rights afforded the shareholders of a prospective
acquisition company or merger partner may arise under the laws of the state the
prospective acquisition company is organized under. This may prove to be
deterrent to a particular combination.

   
    Pursuant to a resolution adopted and approved by the Board of Directors,
the Company will not acquire or merge with any business or company in which the
Company's promoters, management or their affiliates or associates, directly or
indirectly, have an ownership interest. Management has agreed that this
resolution will not be changed by management's own initiative.
    

    RULE 419 PRESCRIBED ACQUISITION CRITERIA AND RECONFIRMATION

    As previously discussed herein on the cover page of this Prospectus and
under "Prospectus Summary," this blank check offering is subject to Rule 419
under the Act. As such, among other things, any agreement to acquire an
acquisition candidate must provide for the acquisition of a business or assets
for which the fair market value of the business or assets to be acquired
represents at least 80% of the offering proceeds. For purposes of this blank
check offering, the fair market value of the business or assets to be acquired
must be at least $120,000. Once an acquisition agreement meeting the above
criteria has been executed, the Company must successfully complete a
reconfirmation offering as described herein under "Prospectus Summary -
Investor Rights to Reconfirm Investment Under Rule 419 - Prescribed Acquisition
Criteria."

    This offering can be said to be a so-called "blank check" due to the fact
that the Company is a development stage company that has no specific business
plan or purpose or has indicated that its business plan or purpose is to merge
with or be acquired by an unidentified company. As mentioned previously, the
Company as formed for the purpose of providing a vehicle which could be used to
raise capital and seek business opportunities believed to hold a potential for
profit. The Company will primarily investigate the possible acquisition of
business interests by merger. consolidation, stock for stock exchange or
purchase of assets. The Company hopes to be able to effect a tax-free exchange
once a business opportunity, satisfactory to management is located. However, no
assurance can be given that an attractive business opportunity will become
available to the Company on a tax-free exchange basis, or on another basis. The
Company is under no binding commitment, arrangement, or contract to acquire any

                                      26
<PAGE>

business interests or products on terms attractive and acceptable to the
Company. It is likely that the Company's limited funds will limit its potential
acquisitions to one, or possibly two business interests or products, and as
such, it is expected that the Company's interest(s) will not be very
diversified.

COMPETITION

The Company expects to encounter intense competition from other entities having
business objectives similar to that of the Company. Many of these entities are
well established and have extensive experience in connection with identifying
and effecting business combinations directly or through affiliates. Many of
these competitors possess greater financial, technical, human and other
resources than the Company and there can be no assurance that the Company will
have the ability to compete successfully. The Company's financial resources
will be limited in comparison to those of many of its competitors. Further,
such competitors will generally not be required to seek the prior approval of
their own stockholders, which may enable them to close a Business Combination
more quickly than the Company. This inherent competitive limitation may compel
the Company to select certain less attractive Business Combination prospects.
There can be no assurance that such prospects will permit the Company to
satisfy its stated business objectives.

UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET BUSINESS

    In the event that the Company succeeds in effecting a Business Combination,
the Company will, in all likelihood, become subject to intense competition from
competitors of the Target Business. In particular, certain industries which
experience rapid growth frequently attract an increasingly large number of
competitors including competitors with increasingly greater financial,
marketing, technical, human and other resources than the initial competitors in
the industry. The degree of competition characterizing the industry of any
prospective Target Business cannot presently be ascertained. There can be no
assurance that, subsequent to a Business Combination, the Company will have the
resources to compete effectively, especially to the extent that the Target
Business is in a high-growth industry.

POSSIBLE LIQUIDATION OF THE COMPANY

    In the event that the Company does not effect a Business Combination within
18 months from the date of this Prospectus, the Company will distribute to the
then holders of Common Stock acquired as part of the Shares sold in this
offering, the amounts in the escrow account together with a pro-rata share of
all interest accrued in such account.

CERTAIN SECURITIES LAWS CONSIDERATIONS

    Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, the Company will only be able to effect a
Business Combination with a prospective Target Business that has available
audited financial statements or has financial statements which can be audited.

FACILITIES

    The Company, pursuant to an oral agreement, utilizes and will utilize the
offices of Judith Haselton, the Company's Chairman of the Board and President
at no cost to the Company.

                                      27
<PAGE>

EMPLOYEES

    As of the date of this Prospectus, the Company employs Ms. Haselton and Mr.
Campbell on a part time basis. Such persons will serve as officers and director
without compensation at least until completion of a Business Combination.
Epstein Becker & Green, P.C., a firm where Mr. Campbell is special counsel, may
receive fees for legal services actually rendered to the Company.

                                                MANAGEMENT

DIRECTORS AND OFFICERS

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

   
<TABLE>
<CAPTION>
                Name                            Age                        Position
                ----                            ---                        --------
<S>                                             <C>      <C>
Judith S. Haselton.....................         42       Chairman of the Board, President, Director
Richard L. Campbell....................         41             Secretary, Treasurer, Director
</TABLE>
    

MANAGEMENT

   
    Judith S. Haselton, Chairman of the Board, President and Director is an
independent financial consultant and private investor. From February, 1987, to
October, 1991, she was employed as an investment banker in the corporate
finance department of Smith Barney, Inc., and from June, 1983, to February,
1987, with E.F. Hutton and Company Inc. She also served from June, 1980, to
June, 1983, as a commercial banker with Bank of America NT & SA. Ms. Haselton
received her Masters in Business Administration from Columbia University
Graduate School of Business and her undergraduate degree from Macalester
College.
    

    Richard L. Campbell, Secretary, Treasurer, and Director, is a Managing
Director of Mantis Holdings, Inc., a privately held investment holdings company
and since January 1, 1997, also is special counsel to the law firm of Epstein,
Becker & Green, P.C. Prior to the formation of Mantis in June, 1992, Mr.
Campbell was principally engaged as a corporate attorney concentrating in the
areas of corporate finance and securities, and continues to act as counsel to a
select number of companies in his capacity as special counsel to the firm of
Epstein Becker & Green, P.C. Mr. Campbell received his undergraduate degree
from The University of Michigan, his Juris Doctorate from Wayne State
University, and his Masters in Corporation Law from New York University.

    All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors. Directors receive no
compensation for serving on the Board of Directors other than the reimbursement
of reasonable expenses incurred in attending meetings. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board.
The Company has not entered into employment agreements or other understandings
with its directors or executive officers concerning compensation. No cash
compensation will be paid to any officer or director in their capacities
as such until after the consummation of the first Business Combination. Since
the role of present management after the consummation of a Business Combination
is uncertain, the Company has no ability to determine what remuneration, if
any, will be paid to such persons after the consummation of a Business
Combination.

    No family relationships exist among any of the named directors or the
Company's officers. No arrangement or understanding exists between any such
director or officer and any other person pursuant to which any director or
officer was elected as a director or officer of the Company.

                                      28
<PAGE>

    There are no agreements or understandings for any officer or director of
the Company to resign at the request of another person and none of the officers
or directors of the Company are acting on behalf of, or will act at the
direction of, any other person.

CONFLICTS OF INTEREST

    None of the Company's directors or officers is required to commit his full
time to the affairs of the Company and it is likely that such persons will not
devote a substantial amount of time to the affairs of the Company. Such
personnel will have conflicts of interest in allocating management time among
various business activities. As a result, the consummation of a Business
Combination may require a greater period of time than if the Company's
management devoted their full time to the Company's affairs. However, each
officer and director of the Company will devote such time as he deems
reasonably necessary to carry out the business and affairs of the Company,
including the evaluation of potential Target Businesses and the negotiation of
a Business Combination and, as a result, the amount of time devoted to the
business and affairs of the Company may vary significantly depending upon,
among other things, whether the Company has identified a Target Business or is
engaged in active negotiation of a Business Combination. Prior to their
involvement with the Company, none of the directors or officers of the Company
has been involved in any "blank check" offerings. There can be no assurance
that any of the foregoing conflicts will be resolved in favor of the Company.

    In connection with any stockholder vote relating either to approval of a
Business Combination or the liquidation of the Company due to the failure of
the Company to effect a Business Combination within the time allowed, all of
the Company's present stockholders, including all of its officers and directors
(and any stockholders who are affiliated with its officers and directors), have
agreed to vote all of their respective shares of Common Stock in accordance
with the vote of the majority of the shares voted by all non-affiliated public
stockholders of the Company (in person or by proxy) with respect to such
Business Combination or liquidation.

   
PRIOR AND FUTURE BLANK CHECK OFFERINGS

    None of the Company's officers, directors, promoters or other persons
engaged in management-type activities has been previously involved with any
blank check offerings and has no plans with respect to future blank check
offerings. It is possible that management will undertake future blank check
offerings; however, management does not have any present intention to undertake
other blank check offerings and expects that if it does undertake additional
blank check offerings that it would not do so until a Business Combination is
concluded by the Company.
    

                              CERTAIN TRANSACTIONS

   
    In March 1997, the Company issued 10,000 shares of Common Stock to Richard
L. Campbell and 5,000 shares of Common Stock to Judith S. Haselton. Mr.
Campbell paid $1.00 per share for his shares and Ms. Haselton paid $2.00 per
share for her shares. Mr. Campbell is special counsel to Epstein Becker &
Green, P.C., counsel to the Company.
    


                                       29
<PAGE>

                             PRINCIPAL STOCKHOLDERS

    The following table sets forth information as of the date hereof, and as
adjusted to reflect the sale of the shares of Common Stock offered by the
Company hereby, based on information obtained from the persons named below,
with respect to the beneficial ownership of shares of Common Stock by (i) each
person known by the Company to be the owner of more than 5% of the outstanding
shares of Common Stock, (ii) each director, and (iii) all executive officers
and directors as a group:

   
<TABLE>
<CAPTION>
                                                                                Percentage of Outstanding
                                                                 Amount and      Shares of Common Stock  
                                                                  Nature of     -------------------------
                                                                 Beneficial       Before        After
                     Name or Group                                Ownership      Offering     Offering
                     -------------                               ----------      --------     --------
<S>                                                                 <C>           <C>            <C>
   Judith S. Haselton                                               5,000         33.33%         11%
   315 West 106th Street
   Fourth Floor
   New York, New York 10025
                                                                                                 22%
   Richard L. Campbell.                                            10,000         66.66%
   407 East Grand River
   Brighton, Michigan 48116


All executive officers and directors as a group
        (two persons)...............................               15,000(3)      100.0%         33%
</TABLE>
    

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

                                       30
<PAGE>

                           DESCRIPTION OF SECURITIES

COMMON STOCK

    The Company is authorized to issue 10,000,000 shares of Common Stock, par
value $.001 per share. As of the date of this Prospectus, 15,000 shares of
Common Stock are outstanding, held of record by 3 persons. The holders of
Common Stock are entitled to one vote for each share held of record on all
matters to be voted on by stockholders. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more
than 50% of the shares voting for the election of directors can elect all of
the directors. The holders of Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of the funds legally
available therefor. Subject to the requirements of Rule 419, in the event of
the liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to share ratably in all assets remaining available
for distribution after payment of liabilities and after provision has been made
for each class of stock, if any, having preference over the Common Stock.
Holders of shares of Common Stock, as such, have no conversion, preemptive or
other subscription rights, and there are no redemption provisions applicable to
the Common Stock. All of the outstanding shares of Common Stock are, and the
shares of Common Stock to be issued in this offering, when issued against
payment therefor, will be, validly authorized and issued, fully paid and
nonassessable.

PREFERRED STOCK

    The Company's Certificate of Incorporation authorizes the issuance of
2,000,000 shares of "blank check" preferred stock, par value $.01 per share
(the "Preferred Stock"), with such designations, powers, preferences, rights,
qualifications, limitations and restrictions and in such series as the Board of
Directors, subject to the laws of the State of Delaware, may determine from
time to time. Accordingly, the Board of Directors is empowered, without
stockholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting
power or other rights of the holders of Common Stock. The Preferred Stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control of the Company. No shares of Preferred Stock
are currently outstanding. Although the Company does not currently intend to
issue any shares of Preferred Stock, there can be no assurance that the Company
will not do so in the future.

DIVIDENDS

    The Company does not expect to pay dividends prior to the consummation of a
Business Combination. Future dividends, if any, will be contingent upon the
Company's revenues and earnings, if any, capital requirements and general
financial condition subsequent to the consummation of a Business Combination.
The payment of dividends subsequent to the consummation of a Business
Combination will be within the discretion of the Company's then Board of
Directors. The Company presently intends to retain all earnings, if any, for
use in the Company's business operations and accordingly, the Board does not
anticipate declaring any dividends in the foreseeable future.

TRANSFER AGENT AND REGISTRAR

    The transfer agent and registrar for the Common Stock is Continental Stock
Transfer & Trust Company.

                        SHARES ELIGIBLE FOR FUTURE SALE

                                       31
<PAGE>

    Upon the consummation of this offering the Company will have 45,000 shares
of Common Stock outstanding. All of the 15,000 presently outstanding shares are
deemed to be "restricted securities", as that term is defined under Rule 144
promulgated under the Securities Act, as such shares were issued in private
transactions not involving a public offering. None of such shares are eligible
for sale under Rule 144 until March of 1999. However, all 15,000 shares will
not likely be "restricted shares" following a Business Combination, but will
continue to be subject to the restrictions of Rule 144, unless registered.

    In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
the Company (or persons whose shares are aggregated), who has beneficially
owned the restricted shares of Common Stock to be sold for at least one year is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of 1% of the total number of outstanding shares of the
same class or, if the Common Stock is quoted on an exchange or NASDAQ, the
average weekly trading volume during the four calendar weeks preceding the
sale. A person who has not been an affiliate of the Company for at least the
three months immediately preceding the sale and who has beneficially owned the
shares of Common Stock to be sold for at least two years is entitled to sell
such shares under Rule 144 without regard to any of the limitations described
above.

    Prior to this offering, there has been no market for the Common Stock and
no prediction can be made as to the effect, if any, that market sales of
restricted shares of Common Stock or the availability of such shares for sale
will have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of Common Stock may be sold in the public
market would likely adversely affect prevailing market prices for the Common
Stock and could impair the Company's ability to raise capital through the sale
of its equity securities.

                       PLAN OF OFFERING - ESCROW OF FUNDS

   
    The Company hereby offers the right to subscribe at $5.00 per Share on an
"all or none, best efforts" basis for a total of 30,000 Shares. The two
officers of the Company intend to contact individuals with whom they have had
previous business relationships and solicit the sale of the Shares. No
commission or any other form of remuneration in connection with the sale of the
Shares will be paid. The offering is being conducted directly by the Company
through its officers without the use of a professional underwriter.
    

    There is no requirement for any minimum number of shares to be purchased by
an individual purchaser. Pursuant to Rule 419, the Company is required to
promptly deposit into escrow the net offering proceeds, after deduction for
offering expenses. The deposited funds may not be released until an acquisition
meeting certain specified criteria has been made and a sufficient number of
investors reconfirm their investment in accordance with the procedures set
forth in Rule 419. See "Prospectus Summary - Investor Rights to Reconfirm Under
Rule 419."

    There are no plans, proposals, arrangements or understandings with respect
to the sale of additional securities to affiliates, current shareholders or
other following the registered distribution, but prior to the location of a
business opportunity.

    METHOD OF SUBSCRIBING

    Persons may subscribe by filling in and signing the subscription agreement
and delivering it to the Company, prior to ____________ _, 1997, unless
extended for an additional 90 days at the discretion of the Board of Directors
of the Company. The subscription price of $5.00 per Share must be paid in cash
or by check, bank draft or postal express money order payable in United States
dollars to the order of "1997 Corp.-Escrow Account ." Certificates for Shares
of Common Stock subscribed for will be issued

                                      32
<PAGE>

as soon as practicable after subscriptions have been accepted and promptly
deposited into escrow upon issuance in accordance with Rule 419. Subscriptions
may not be withdrawn only made, except in accordance with applicable law (in
this regard, see "Prospectus Summary - Investor Rights to Reconfirm Under Rule
419") and subscriptions for fractional share amounts will not be accepted.

    In the event there are only a few subscribers to the offering it is likely
that no market maker will be obtained and no public market will ever develop.
Thus subscribers run the risk that they may never be able to sell their Shares.

    There have not been any preliminary discussions or understandings between
the Company and any market maker regarding the participation of any such market
maker in the future trading market, if any, for the Company's securities.
Subsequent to an acquisition, it is contemplated that either the President of
the Company or a principal of the target company will solicit potential market
makers. There can be assurances that any broker will ever agree to make a
market in the Company's securities.

    EXPIRATION DATE

   
    The subscription offer will expire at 3:00 P.M. New York time, on July 26,
1997 (which may be extended until October 24, 1997 at the Company's option)
from the date of this prospectus, or at the Company's election on an earlier
date after the acceptance of subscriptions for a total of 30,000 Shares
("Expiration Date").
    

    RIGHT TO REJECT

    The Company reserves the right to reject any subscription in its sole
discretion for any reason whatsoever and to withdraw this offering at any time
prior to acceptance by the Company of the subscriptions received.

    In many States, no exemption may exist for the sale of the Company's
securities nor for secondary trading. Anyone who purchases Shares may be unable
to resell the securities offered herein except in states in which the
securities have been "Blue-Skyed" or for which an exemption is available. Many
states do not permit securities of blank check companies to trade in those
states. A number of states that do permit such trading impose conditions such
as the escrow of offering proceeds, and also provide purchasers the right to
rescind the stock purchase. Purchasers of Shares will not have the protection
afforded by states which restrict sales of securities in blank check companies.
The Company only intends to register the Shares for sale in states which do not
impose such restrictions.

    SEC RULES

   
    The Company's securities are subject to Securities and Exchange Commission
Rule 15g-9 of the Exchange Act, which imposes additional sales practice
requirements on broker-dealers who sell such "penny stock" securities to
persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse). For transactions covered by the rule, the broker-dealer
must make a special suitability determination for the purchaser and receive the
purchaser's written agreement to the transaction prior to the sale.
Consequently, the rule is likely to affect the ability of broker/dealers to
sell the Company's securities and also is likely to affect the ability of
purchasers in this offering to sell their shares in the secondary market.
    

    The Securities and Exchange Commission (the "Commission") has adopted
regulations which define a "penny stock" to be an equity security that has a
market price (as therein defined) of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
Although the

                                      33
<PAGE>

securities offered herein are being offered at more than $5.00 per share, the
offering by virtue of it being a "blank check" company is subject to the
provisions under Rule 419 of Regulation C under the Securities Act. For any
transaction involving a penny stock, unless exempt, the rules require delivery,
prior to any transaction in a penny stock, of a disclosure schedule prepared by
the Commission relating to the penny stock market. Disclosure is also required
to be made about commissions payable to both the broker-dealer and the
registered representative and current quotation for the securities. Finally,
monthly statements are required to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market
in penny stocks.

                                 LEGAL MATTERS

    The legality of the securities being registered by the Registration
Statement of which this Prospectus is a part is being passed upon by Epstein
Becker & Green, P.C., New York, New York. Richard L. Campbell, Secretary,
Director and a shareholder of the Company, is special counsel to Epstein Becker
& Green, P.C.

                                    EXPERTS

    The financial statements included in this Prospectus have been audited by
Feldman Radin & Co., P.C., independent certified public accountants, to the
extent and for the period set forth in their report appearing elsewhere herein,
and is included in reliance upon such report given 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") a Registration Statement (the "Registration Statement") under the
Securities Act with respect to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and this offering, reference is made to the Registration Statement,
including the exhibits and schedules filed therewith, copies of which may be
obtained at prescribed rates from the Commission at its principal office at 450
Fifth Street N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: 75 Park Place, New York 10007, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400 Chicago, Illinois, 60604.
Descriptions contained in this Prospectus as to the contents of any agreement
or other documents filed as an exhibit to the Registration Statement are not
necessarily complete and each such description is qualified by reference to
such agreement or document.

    The Company intends to furnish to its stockholders annual reports
containing financial statements audited and reported upon by its independent
public accountants.

                                       34
<PAGE>

                   [Index to Financial Statements To Come]


                                      F-1

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To the Stockholder of
1997 Corp.
(A Development Stage Enterprise)
New York, New York

We have audited the accompanying balance sheet of 1997 Corp. (a development
stage enterprise) as of March 31, 1997. This financial statement is 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 referred to above present fairly, in
all material respects, the financial position of 1997 Corp. (a development
stage enterprise) at March 31, 1997 in conformity with generally accepted
accounting principles.


                                            Feldman Radin & Co., P.C.,

New York, New York
March 31, 1997

                                       F-2
<PAGE>

                                   1997 CORP.
                                   ----------
                        (A Development Stage Enterprise)
                        --------------------------------
                                 BALANCE SHEET
                                 -------------
                                 MARCH 31, 1997
                                 --------------


                                     ASSET
                                     -----

Cash                                                              $ 20,000
                                                                  =========





                              STOCKHOLDERS' EQUITY
                              --------------------

Preferred stock, $.01 par value, authorized 2,000,000 shares,
    none issued or outstanding                                    $      -
Common stock, $.001 par value, authorized 10,000,000 shares
    issued and outstanding 15,000 shares                                15
Paid in capital                                                     19,985
                                                                  ---------

                                                                  $ 20,000
                                                                  =========

                       See notes to financial statements

                                       F-3
<PAGE>

                                   1997 CORP.
                                   ----------
                        (A Development Stage Enterprise)
                        --------------------------------
                          NOTES TO FINANCIAL STATEMENT
                          ----------------------------
                                 MARCH 31, 1997
                                 --------------

1.  FORMATION OF COMPANY
    --------------------

         1997 Corp. (a development stage enterprise) (the "Company"), was
    incorporated in the state of Delaware on March 17, 1997. It intends to
    serve as a vehicle to effect a Business Combination with a Target Business
    (not yet identified) which the company believes will have significant
    growth potential. The Company intends to utilize the net proceeds of this
    offering, equity securities, debt securities, bank and other borrowing or a
    combination thereof in effecting a Business combination.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    ------------------------------------------

    a.   The financial statements are prepared on an accrual basis.

    b.   The preparation of financial statements in accordance with generally
         accepted accounting principles requires management to make significant
         estimates and assumptions that effect the reporting amount of assets
         and liabilities at the date of the financial statements and the
         reported amount of revenues and expenses during the reported period.
         Actual results could differ from those estimates.

                                 F-4
<PAGE>

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

    NO DEALER, SALESMAN OR ANY 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 MAY NOT
BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OF THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF ANY OFFER
TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR ANY SUCH
PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER, SOLICITATION OR SALE MADE HEREUNDER, SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE OF THE PROSPECTUS.

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

                               TABLE OF CONTENTS


                                                                           PAGE
Prospectus Summary.......................................................    1
THE COMPANY..............................................................    7
RISK FACTORS.............................................................    8
USE OF PROCEEDS..........................................................   17
DILUTION.................................................................   19
CAPITALIZATION...........................................................   20
MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL 
  CONDITION AND RESULTS OF OPERATIONS....................................   21
PROPOSED BUSINESS........................................................   22
MANAGEMENT...............................................................   29
CERTAIN TRANSACTIONS.....................................................   30
PRINCIPAL STOCKHOLDERS...................................................   31
DESCRIPTION OF SECURITIES................................................   32
SHARES ELIGIBLE FOR FUTURE SALE..........................................   32
PLAN OF OFFERING.........................................................   33
LEGAL MATTERS............................................................   35
EXPERTS..................................................................   35
ADDITIONAL INFORMATION...................................................   35
INDEX TO FINANCIAL STATEMENTS............................................  F-1

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

   
    UNTIL 90 DAYS AFTER THE RELEASE FROM ESCROW OF FUNDS AND SHARES OFFERED
HEREBY, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
    


<PAGE>

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





                                   1997 CORP.

                                 30,000 SHARES






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

                                   PROSPECTUS
                                 --------------



                                APRIL ___, 1997





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



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


<PAGE>

                                    PART II.

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    1997 Corp. (the "Company") is incorporated in Delaware. Under Section 145
of the General Corporation Law of the State of Delaware, a Delaware corporation
has the power, under specified circumstances, to indemnify its directors,
officers, employees and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees or
agents, against expenses incurred in any action, suit or proceeding. Article
Tenth of the Certificate of Incorporation and Article III of the Bylaws of the
Company provide for indemnification of directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware.
Reference is made to the Certificate of Incorporation of the Company, filed as
Exhibit 3.1 hereto.

    Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. Article Ninth of the Company's
Certificate of Incorporation contains such a provision.

ITEM 25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The following table sets forth the expenses in connection with this
Registration Statement. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
<S>                                                                                            <C>   
Filing Fee -- Securities and Exchange Commission...................................            $45.00

Fees and Expenses of Accountants...................................................          2,500.00
Fees and Expenses of Counsel.......................................................          7,500.00
Printing and Engraving Expenses....................................................          2,500.00
Blue Sky Fees and Expenses.........................................................          5,000.00
Transfer and Warrant Agent fees....................................................          1,000.00
Miscellaneous Expenses.............................................................          1,455.00
                                                                                             --------
          Total....................................................................        $20,000.00
                                                                                           ==========
</TABLE>

ITEM 26.  RECENT SALES OF UNREGISTERED SECURITIES.

    In March 1997, the Company sold 5,000 shares to Judith Haselton, and 10,000
shares to Richard L. Campbell for aggregate consideration of $20,000, which was
paid in full at the time. The Company

                                       i
<PAGE>

issued all such securities in reliance upon the exemption from the registration
requirements of the Securities Act contained in Section 4(2) thereof.

ITEM 27.  EXHIBITS.

   
3.1       --     CERTIFICATE OF INCORPORATION. *
3.2       --     BYLAWS OF THE COMPANY. *

 5        --     OPINION OF EPSTEIN, BECKER & GREEN, P.C.
10.1      --     FORM OF ESCROW AGREEMENT FOR PROCEEDS FROM SALE OF SHARES. *
10.2      --     FORM OF ESCROW AGREEMENT FOR OUTSTANDING COMMON STOCK. *
23.1      --     CONSENT OF FELDMAN RADIN & CO., P.C.
23.2      --     CONSENT OF COUNSEL. (INCLUDED IN EXHIBIT 5).
28        --     SUBSCRIPTION AGREEMENT FOR COMMON STOCK. *

===============================================================================
* PREVIOUSLY FILED.
    

ITEM 28.  UNDERTAKINGS.

The undersigned small business issuer hereby undertakes:

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


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

    (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

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


    (2) For determining liability under the Securities Act, treat each
post-effective amendment as new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

    (3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of an offering.

    (d) The undersigned small business issuer hereby undertakes to provide to
the underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.

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

                                       ii
<PAGE>

therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

    (f) The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

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

                                      iii
<PAGE>

                                   SIGNATURES

   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing this Amendment to Form SB-2 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the __ day of May , 1997.

                                            1997  CORP.

                                            By: /s/ Richard L. Campbell
                                                -----------------------
                                                RICHARD L. CAMPBELL
                                                SECRETARY


<TABLE>
<CAPTION>
      SIGNATURE                                      TITLE                              DATE
      ---------                                      -----                              ----
<S>                               <C>                                               <C> 
/s/ Judith Haselton               Chairman of the Board, President, Director        MAY 27, 1997
- -----------------------------
    JUDITH HASELTON
                                       
/S/ RICHARD L. CAMPBELL                 Secretary, Treasurer, Director              MAY 27, 1997
- -----------------------------
    RICHARD L. CAMPBELL
</TABLE>
    

                                       iv


<PAGE>

                          EPSTEIN BECKER & GREEN, P.C.
                                250 PARK AVENUE
                            NEW YORK, NEW YORK 10177

                                                           May 27, 1997


1997 Corp.
315 West 106th Street, 4th Floor
New York, New York 10025

         Re:   Registration Statement on Form SB-2
               1997 Corp.
               ----------

Ladies and Gentlemen:

         We have acted as counsel to 1997 Corp., a Delaware corporation (the
"Company") in connection with the Company's registered public offering (the
"Public Offering") of 30,000 shares of the Company's $.001 par value common
stock ("Common Stock"), pursuant to a Registration Statement dated April 4,
1997 and post-effective Amendment No. 1 thereto dated May 28, 1997,
respectively (Registration No. 333-24671) (the "Registration Statement") filed
by the Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act").

         We have examined copies of said Registration Statement and the
exhibits thereto under the Securities Act of 1933, as amended. We have
conferred with officers of the Company and have examined the originals, or
photostatic, certified or conformed copies, of such records of the Company,
certificates of officers of the Company, certificates of public officials, and
such other documents as we have deemed relevant and necessary, as a basis for
the opinions set forth herein. In connection with such examinations, we have
assumed the authenticity of all documents submitted to us as originals or
duplicate originals, the conformity to original documents of all document
copies, the authenticity of the respective originals of such latter documents,
and the correctness and completeness of such certificates. Finally, we have
obtained from officers of the Company such assurances as we have considered
necessary for the purposes of this opinion.

<PAGE>

1997 Corp.
May 27, 1997
Page 2

         On the basis of the foregoing, and such other matters of fact and
questions of law as we have deemed relevant in the circumstances, and in
reliance thereon, it is our opinion that:

         The issuance of the 30,000 shares of Common Stock referred to in
paragraph one of this opinion has been duly authorized by the Board of
Directors of the Company, and upon payment of the subscription price provided
in the Registration Statement at the time a post-effective amendment is
declared effective by the Securities and Exchange Commission, will be validly
issued, fully paid and non-assessable.

         The undersigned hereby consent to the use of their name in the
Registration Statement and the Registration Statement forming a part of the
Registration Statement, and to references to this opinion contained therein
under the caption of the Registration Statement entitled "Legal Matters."

         This opinion is limited to the matters herein, and may not be relied
upon by any other person or for any other purpose other than in connection with
the corporate authority for the issuance of the securities described above.

                                            Very truly yours,

                                            EPSTEIN BECKER & GREEN, P.C.

                                            By: /s/ Joseph A. Smith
                                                Joseph A. Smith


<PAGE>

                                                            Exhibit 23.1

   
              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

1997 Corp.
New York, New York

         We hereby consent to the use in the Prospectus constituting a part of
this Registration Statement on Form SB-2, Post-effective Amendment No. 1, of
our report dated March 31, 1997, relating to the financial statment of 1997
Corp., which is contained in that Prospectus.

         We also consent to the reference to our Firm under the caption
"Experts" in the Prospectus.


                                            /S/ Feldman Radin & Co., P.C.
                                            Feldman Radin & Co.
                                            Certified Public Accountant

New York, New York
May 27, 1997
    




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