ORLANDO PREDATORS ENTERTAINMENT INC, SB-2/A, 1997-11-21

ORLANDO PREDATORS ENTERTAINMENT INC
SB-2/A, 1997-11-21
MEMBERSHIP SPORTS & RECREATION CLUBS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997.

REGISTRATION NO. 333-31671
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2 TO

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

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933,
AS AMENDED
------------------------
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

(Exact Name of Small Business Issuer As Specified In Its Charter)

<TABLE>
<S> <C> <C>
FLORIDA 7941 91-1796903
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of Classification Code No.) I.D. Number)
incorporation or organization)
</TABLE>

20 NORTH ORANGE AVENUE, SUITE 101
ORLANDO, FL 32801
(407) 648-4444
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
JACK YOUNGBLOOD, PRESIDENT
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
20 NORTH ORANGE AVENUE, SUITE 101
ORLANDO, FL 32801
(407) 648-4444
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES OF ALL COMMUNICATIONS TO:

GARY A. AGRON, ESQ. JOSEPH NIEBLER, SR., ESQ.
5445 DTC Parkway, Suite 520 Niebler & Muren, S.C.
Englewood, CO 80111 P.O. Drawer 825
(303) 770-7254 Brookfield, WI 53008
(303) 770-7257 (Fax) (414) 784-6630
(414) 784-7630 (Fax)

------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE OFFERING.
--------------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
check the following box: / /

[EXHIBIT INDEX LOCATED PAGE OF THIS FILING]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO MAXIMUM PRICE AGGREGATE OFFERING
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT PRICE
<S> <C> <C> <C>
Units consisting of two shares of no par value Class A Common
Stock and one Class A Common Stock Purchase Warrant(1)........ 632,500 Units $10.00 $6,325,000
Class A Common Stock, no par value, underlying Class A Common
Stock Purchase Warrants(2).................................... 632,500 Shares $7.50 $4,743,750
Units underlying Representative's Unit Warrant(3)............... 55,000 Units $12.00 $660,000
Class A Common Stock, no par value, underlying Class A Common
Stock Purchase Warrants included in Representative's Unit
Warrant(2).................................................... 55,000 Shares $7.50 $412,500
Class A Common Stock, no par value offered by Selling
Stockholders.................................................. 250,000 Shares $5.00 $1,250,000
Totals.......................................................... $13,391,250

<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF REGISTRATION
SECURITIES TO BE REGISTERED FEE
<S> <C>
Units consisting of two shares of no par value Class A Common
Stock and one Class A Common Stock Purchase Warrant(1)........ $1,917
Class A Common Stock, no par value, underlying Class A Common
Stock Purchase Warrants(2).................................... $1,438
Units underlying Representative's Unit Warrant(3)............... $200
Class A Common Stock, no par value, underlying Class A Common
Stock Purchase Warrants included in Representative's Unit
Warrant(2).................................................... $125
Class A Common Stock, no par value offered by Selling
Stockholders.................................................. $379
Totals.......................................................... $4,059(4)
</TABLE>

(1) Includes the overallotment option granted to the Representative of 82,500
Units.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
of shares issuable upon exercise of the Warrants is subject to adjustment in
accordance with the anti-dilution provisions of such Warrants.
(3) Each Unit consists of two shares of Class A Common Stock and one Warrant.

(4) Previously paid.

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

THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED NOVEMBER 21, 1997

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

550,000 UNITS

[LOGO]
THE ORLANDO PREDATORS
ENTERTAINMENT, INC.
-----------------

The Orlando Predators Entertainment, Inc. (the "Company") is offering (the
"Offering") through First Midwest Securities, Inc. as the lead managing
underwriter and the representative (the "Representative") of the underwriters
herein named (the "Underwriters") and Berry-Shino Securities, Inc. as
co-managing underwriter ("Co-Manager") 550,000 units of the Company's securities
("Unit(s)"), each Unit consisting of two shares of no par value Class A common
stock ("Class A Common Stock") and one redeemable Class A common stock purchase
warrant ("Warrant(s)") at a purchase price of $10.00 per Unit. The Class A
Common Stock and Warrants are separately transferable as of the date of the
Prospectus and will not trade as Units. Each Warrant is exercisable to purchase
one share of Class A Common Stock at $7.50 per share for a period of five years
from the date hereof and may be redeemed by the Company for $.01 per Warrant on
30 days' written notice to the Warrantholders if the closing price of the Class
A Common Stock on the NASDAQ SmallCap Market ("NASDAQ") is at least $7.50 per
share for 20 consecutive trading days, ending not earlier than five days before
the Warrants are called for redemption. The Unit price and Warrant exercise
price have been determined by negotiations between the Company and the
Representative and such prices are not necessarily related to the Company's
financial condition, net worth or other established criteria of value. For a
description of the factors considered in determining the Unit price and the
Warrant exercise price, see "Risk Factors" and "Underwriting."

There is no trading market for the Class A Common Stock and Warrants and
there can be no assurance that a trading market will develop in these securities
upon completion of the Offering. The Company has applied to list the Class A
Common Stock and Warrants on NASDAQ under the symbols "PRED" and "PREDW,"
respectively.

This Prospectus also covers the sale of 250,000 shares of Class A Common
Stock which may be sold from time to time in open market transactions at
prevailing prices by two stockholders (the "Selling Stockholders"). All
registration expenses associated with the sale of the Selling Stockholders'
shares (excluding sales commissions) will be paid by the Company. See "Selling
Stockholders."
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------

The securities offered hereby involve a high degree of risk and substantial
dilution and should be considered only by persons able to sustain a total loss
of their investment. See "Risk Factors."

The Units are offered on a "firm commitment" basis by the Underwriters,
subject to prior sale, when, as and if delivered to and accepted by the
Underwriters and subject to certain conditions, including the right of the
Underwriters to reject orders in whole or in part. It is expected that delivery
of certificates representing the Common Stock and Warrants will be made against
payment therefor in Milwaukee, Wisconsin, on or about three business days from
the date hereof.

<TABLE>
<CAPTION>
UNDERWRITING
DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS(1) COMPANY(2)(3)
<S> <C> <C> <C>
Per Unit........................................... $10.00 1.00 $9.00
Total(3)........................................... $5,500,000 $550,000 $4,950,000
</TABLE>

(1) Excludes (i) a nonaccountable expense allowance payable to the
Representative of $165,000 ($189,750 if the Overallotment Option is
exercised) equal to 3% of the gross proceeds of the Offering, and (ii) the
issuance of warrants to the Representative (the "Representative's Unit
Warrant") to purchase up to 55,000 Units at $12.00 per Unit at any time
after 12 months from the date hereof and for a period of four years
thereafter. The Company has granted certain antidilution and registration
rights with respect to the Units underlying the Representative's Unit
Warrant and has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "1933 Act"). See "Underwriting."

(2) Before deducting costs of the Offering estimated to be $300,000, excluding
the Representative's nonaccountable expense allowance.

(3) Assumes no exercise of the Representative's option, exercisable within 30
days from the date of this Prospectus, to purchase from the Company up to
82,500 Units on the same terms as the Units offered hereby solely to cover
overallotments, if any (the "Overallotment Option"). If the Overallotment
Option is exercised in full, the Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $6,325,000, $632,500 and
$5,692,500, respectively. See "Underwriting."

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

FIRST MIDWEST SECURITIES, INC.

BERRY-SHINO SECURITIES, INC.

(414)778-1091

(602)996-2900

THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
The Company will furnish annual reports to its stockholders which will
include audited financial statements. The Company may also furnish to its
stockholders quarterly financial statements and such other reports as may be
authorized by its Board of Directors. See "Available Information."

Certain persons participating in this Offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the Class A Common
Stock and Warrants, including over-allotment, stabilizing and short-covering
transactions in such securities, and the imposition of a penalty bid in
connection with the Offering. For a description of these activities, see
"Underwriting."

FOR CALIFORNIA RESIDENTS

Investment in the securities of the Company described in this Prospectus by
California investors is expressly limited to investors who have an adjusted
gross income of at least $65,000 for the calendar year ended December 31, 1996
and an equal amount of adjusted gross income anticipated for the calendar year
ended December 31, 1997, together with a minimum of $250,000 of liquid net worth
(excluding home, home furnishings and automobile). In the event the California
investor does not have an adjusted gross income of $65,000 and liquid net worth
of $250,000, such investor may nevertheless purchase the Company's securities if
he or she has (i) a liquid net worth of $500,000 or more, (ii) $1,000,000 or
more of total net worth, or (iii) $200,000 of gross annual income for the year
ended December 31, 1996 and an equal amount of gross annual income anticipated
for the year ending December 31, 1997.

[PICTURE OF PREDATOR FOOTBALL PLAYER]

2
<PAGE>
NUMBER OF TV HOUSEHOLDS
IN ARENA FOOTBALL LEAGUE CITIES

1994 11,000,000
1995 13,000,000
1996 20,000,000
1997 27,500,000
<PAGE>
[PICTURE OF ORLANDO ARENA DURING A
PREDATOR FOOTBALL GAME]

ARENA FOOTBALL TEAM GROWTH LEAGUE ATTENDANCE GROWTH
(APPROXIMATE)

1987 -4 1989 150,000
1989 -5 1991 500,000
1991 -8 1993 800,000
1993 -10 1994 875,000
1995 -13 1995 950,000
1997 -14 1996 1,110,000
16 TEAMS SCHEDULED TO PLAY
IN THE 1998 SEASON
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS. ALL SHARE AND OTHER INFORMATION IN THIS PROSPECTUS
REFLECT A 1,380 SHARES FOR ONE SHARE FORWARD STOCK SPLIT APPROVED BY THE
COMPANY'S STOCKHOLDERS IN JUNE 1997. UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL
INFORMATION CONTAINED IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE
OVERALLOTMENT OPTION. THIS PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS WHICH MAY INVOLVE CERTAIN RISKS AND UNCERTAINTIES. THE COMPANY'S
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS SET FORTH UNDER "RISK
FACTORS" AND ELSEWHERE IN THIS PROSPECTUS.

THE COMPANY

INTRODUCTION

The Orlando Predators Entertainment, Inc. (the "Company") was formed in
March 1997 to acquire, own and operate the Orlando Predators (the "Predators" or
the "team"), a professional Arena Football team of the Arena Football League
(the "AFL" or the "League"). The AFL is a nonprofit membership corporation
organized to govern the Arena Football teams which comprise the League and to
sell team memberships ("Memberships") in major United States markets. In
February 1997, The Monolith Limited Partnership ("Monolith") and Alan N.
Gagleard ("Gagleard") purchased the Predators from the Orlando Predators, Ltd.
("OPL"), a non-affiliated Florida limited partnership which had owned and
operated the Predators since the team's inception in January 1991. Between March
and May 1997, Monolith and Gagleard organized the Company and transferred
ownership of the Predators to the Company in exchange for the issuance by the
Company of an aggregate of 1,380,000 shares of its Common Stock and the issuance
of two promissory notes bearing interest at 8% totalling $1,400,000 payable to
Monolith and Gagleard due the earlier of December 31, 1998 or the closing of the
Offering. See "Use of Proceeds" and "Certain Transactions."

The Predators commenced play in the AFL's 1991 season. Having completed its
seventh season, the team has played in the Arena Bowl for the AFL championship
on three occasions. The Predators reported the highest average AFL per game
attendance for the 1995 and 1996 seasons and hold the fifth best all time
won-lost record among 27 current and former AFL teams.

The Company's strategy is to increase revenue by (i) increasing fan
attendance at Predators' home games, (ii) expanding the Predators' advertising
and sponsorship base, and (iii) contracting with additional local and regional
broadcasters to broadcast Predators' games. The Company believes that this
strategy will also increase the market value of the Company's AFL team, should
the Company elect to sell the team in the future.

ARENA FOOTBALL AND THE ARENA FOOTBALL LEAGUE

Arena Football is played in an indoor arena on a padded 50 yard long
football field using eight players on the field for each team. Most of the game
rules are similar to college or other professional football league rules with
certain exceptions intended to make the game faster and more exciting. See
"Arena Football--Rules of Arena Football."

3
<PAGE>
The first Arena Football game was played on April 26, 1986 and the AFL's
first season commenced in 1987. Between 1987 and 1997, the League grew from four
teams to 14 teams with teams in Grand Rapids and Buffalo expected to begin play
in 1998 and 1999, respectively. Announced game attendance by the 14 AFL teams
exceeded 1,050,000 in the 1997 season and game broadcasts include local,
regional, ESPN and ESPN 2 coverage. See "Arena Football."

The Company's principal executive offices are located at 20 North Orange
Avenue, Suite 101, Orlando, Florida 32801 and its telephone number is (407)
648-4444. The Company was incorporated in Florida in March 1997.

THE OFFERING

<TABLE>
<CAPTION>
Securities offered............................ 550,000 Units, each Unit consisting of two
shares of Class A Common Stock and one
Warrant

<S> <C>
Offering price................................ $10.00 per Unit

Common Stock outstanding prior to the
Offering...................................... 1,380,000 shares

Common Stock outstanding after the
Offering(l)................................... 2,480,000 shares

Description of the Warrants................... Each Warrant is exercisable to purchase one
share of Class A Common Stock at $7.50 per
share for a period of five years from the
date hereof and may be redeemed by the
Company for $.01 per Warrant on 30 days'
written notice to the Warrantholders if the
closing price of the Class A Common Stock on
NASDAQ is at least $7.50 per share for 20
consecutive trading days ending not earlier
than five days before the Warrants are
called for redemption.

Use of proceeds............................... Repayment of debt, payment of accounts
payable, marketing expenses and working
capital. See "Use of Proceeds."

NASDAQ symbols................................ PRED (Common Stock)
PREDW (Warrants)

Transfer and Warrant Agent.................... Corporate Stock Transfer, Inc.
</TABLE>

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

(1) Does not include shares issuable upon exercise of (i) the Warrants, the
Overallotment Option and the Representative's Unit Warrant or (ii) 138,000
stock options issued under the Company's 1997 Employee Stock Option Plan.
See "Dilution," "Capitalization" and "Management--1997 Employee Stock Option
Plan."

4
<PAGE>
SUMMARY FINANCIAL INFORMATION

The following tables set forth certain summary financial data of the
Company. The summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's financial statements included elsewhere in this
Prospectus. The summary financial data as of December 31, 1996 and 1995 and
March 31, 1997, and for the years ended December 31, 1996 and 1995 and for the
period February 14 through March 31, 1997, have been derived from the Company's
financial statements, which have been audited by AJ. Robbins, P.C., independent
certified public accountants, and are included elsewhere in this Prospectus.
Interim data for the pro forma nine months ended September 30, 1997 and for the
pro forma year ended December 31, 1996 have been derived from unaudited pro
forma financial statements which are also included herein. Interim data as of
September 30, 1997 and for the period February 14 through September 30, 1997 has
been derived from the unaudited financial statements which are also included
herein. The results of operations for the pro forma nine months ended September
30, 1997 are not necessarily indicative of the results to be expected for the
year ending December 31, 1997.

<TABLE>
<CAPTION>
NINE MONTHS YEARS ENDED DECEMBER 31,
ENDED YEAR ENDED
FEBRUARY 14, ------------------------
1997-
MARCH 31, 1997 1996 1995
SEPTEMBER 30, FEBRUARY 14, 1997- ----------------- DECEMBER 31, ----------- -----------
1997(1) SEPTEMBER 30, 1997 1996(1)
------------- ------------------ ------------
PRO FORMA UNAUDITED PRO FORMA
UNAUDITED UNAUDITED
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue.................... $ 2,660,566 $ 2,660,566 $ -- $2,889,383 $ 2,889,383 $ 2,651,577
Net (loss)................. (550,260) (545,748) (77,522) (609,923) (561,307) (653,506)
Weighted average shares
outstanding.............. 2,480,000 1,380,000 1,380,000 2,480,000 1,380,000 1,380,000
Net loss per share......... $ (.22) $ (.40) $ (.06) $ (.25) $ (.41) $ (.47)
</TABLE>

<TABLE>
<CAPTION>
AS
HISTORICAL ADJUSTED(2)
----------- -----------
<S> <C> <C>
BALANCE SHEET DATA AT SEPTEMBER 30, 1997 (UNAUDITED):
Working capital (deficit)............................................................ $(2,534,028) $1,950,972
Total assets......................................................................... 2,722,402 4,864,432
Total liabilities.................................................................... 2,780,354 437,384
Stockholders' equity (deficit)....................................................... $ (57,952) $4,427,048
</TABLE>

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

(1) As adjusted to reflect the acquisition of the Predators by the Company and
the completion of the Offering, assuming the transactions had occurred and
were completed at the beginning of the periods presented.

(2) As adjusted to reflect the sale of 550,000 Units offered hereby (after
deducting underwriting discounts and commissions and estimated Offering
expenses) and the application of the net proceeds therefrom. See "Use of
Proceeds" and "Capitalization."

5
<PAGE>
RISK FACTORS

Prospective investors should consider carefully the following risk factors,
together with the other information contained in this Prospectus, in evaluating
an investment in the securities offered hereby. The following factors and other
information set forth in this Prospectus contain certain forward-looking
statements involving risks and uncertainties. The Company's actual results may
differ materially from the results anticipated in these forward-looking
statements as a result of certain factors set forth in this section and
elsewhere in this Prospectus.

HISTORY OF LOSSES AND UNCERTAINTY OF FUTURE RESULTS. The Company has not
generated any earnings to date and has incurred net losses of approximately
$550,260, $561,307 and $653,506 for the pro forma nine months ended September
30, 1997 and the years ended December 31, 1996 and 1995, respectively. There can
be no assurance that the Company will ever achieve a profitable level of
operations or that profitability, if achieved, can be sustained on an ongoing
basis. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Financial Statements."

DEFICIT IN WORKING CAPITAL AND NET TANGIBLE BOOK VALUE. At September 30,
1997, the Company had a deficit in working capital of $2,534,028 and a deficit
in net tangible book value of $1.56 per share. In the event the Offering is not
completed, the Company may be required to obtain other equity or debt financing
or significantly curtail its operations. See "Financial Statements."

SIGNIFICANT COMPETITION. The Predators compete for sports entertainment
dollars not only with other professional sports teams but also with college
teams and other sports-related entertainment. During parts of the AFL season,
the Predators compete for attendance and fan support in Orlando with a
professional basketball team and in Florida with professional hockey and
baseball teams. In addition, the colleges and universities in central Florida,
as well as public and private secondary schools, offer a full schedule of
athletic events throughout the year. The Predators also compete for attendance
and advertising revenue with a wide range of other entertainment and
recreational activities available in central Florida. On a broader scale, AFL
teams compete with football teams fielded by high schools and colleges, the
National Football League ("NFL"), the Canadian Football League and the World
Football League. See "Business-- Competition."

NEED FOR ADDITIONAL CAPITAL. The continuing operations of the Company's
business may require substantial capital infusions on a continuing basis. The
Company intends to use the net proceeds of the Offering and any cash flow from
operations to finance its operations. Whether or when the Company can achieve
cash flow levels sufficient to support its operations cannot be accurately
predicted. Unless such cash flow levels are achieved, the Company will require
borrowings, the sale of debt or equity securities or some combination thereof,
to provide funding for its operations. In the event the Company cannot generate
sufficient cash flow from its operations, and is unable to borrow or otherwise
obtain additional funds to finance its operations, the Company's financial
condition and results of operations could be adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "Financial Statements."

EXPIRATION OF ORLANDO ARENA LEASE. The Predators play all of their home
games at the Orlando Arena under a lease which expired at the conclusion of the
1997 AFL season. Although the Company has negotiated a new lease for the Orlando
Arena the lease is subject to approval by the Orlando City Council of which
there can be no assurance. The loss of the Orlando Arena lease would
substantially and adversely affect the operations of the Predators and the
Company. See "Business--Orlando Arena."

OFFERING TO BENEFIT INSIDERS. The Company intends to use proceeds of the
Offering to repay promissory notes in the amounts of $2,157,537 and $120,291,
respectively, due to Monolith, a principal stockholder of the Company, and
Gagleard, a 7.5% stockholder and director of the Company. See "Use of Proceeds"
and "Certain Transactions."

6
<PAGE>
SUBSTANTIAL AMOUNT OF PROCEEDS ALLOCATED FOR UNSPECIFIED ACQUISITIONS. The
Company has allocated $1,742,030 of the net proceeds of the Offering for working
capital, including $1,000,000 which may be used to acquire entertainment
companies or businesses related to the Company's Arena Football operations.
There are no current negotiations, understandings or agreements to acquire any
such companies and there can be no assurance that any acquisition agreement will
be reached with anyone. Accordingly, the Company will have broad discretion in
how it applies a significant portion of the net proceeds of the Offering and the
investors in the Offering will have no influence or control over the ultimate
disposition of such net proceeds. See "Use of Proceeds."

BUSINESS CONCENTRATION. Upon completion of the Offering, the business of
the Company will be limited to the ownership and operation of the Predators, and
therefore, the Company will continue to rely upon the Predators for all of its
revenues and profits, if any. See "Use of Proceeds" and "Business."

DEPENDENCE ON KEY PERSONNEL. The Company is dependent upon the continued
services of William G. Meris, its Chairman, Jack Youngblood, its President, and
Alex S. Narushka, its Chief Financial Officer. The loss of the services of any
of these individuals could have a material adverse effect on the Company. The
Company does not have employment agreements with Messrs. Meris or Narushka nor
does it carry key man life insurance on the lives of any executive officers. See
"Management--Executive Officers and Directors."

DEPENDENCE ON COMPETITIVE SUCCESS OF THE PREDATORS. The financial results
of the Company depend in part upon the Predators continuing to achieve game
winning success in the AFL. By achieving and maintaining such success, the
Predators expect to (i) generate greater fan enthusiasm, resulting in higher
ticket and merchandise sales throughout the regular season and (ii) capture
greater shares of local television and radio audiences. Moreover, failure to
participate in the AFL playoffs will deprive the Predators of additional revenue
which results from sales of tickets for home playoff games and from media
contracts. Revenue is significantly adversely affected by a poor game winning
performance, especially involving losses of home games. See
"Business--Performance."

POSSIBLE INCREASES IN PLAYERS' SALARIES. Although AFL player salaries are
considered small compared to other professional sports teams, there can be no
assurance that such salaries will not increase significantly in the future,
thereby increasing the Company's operating expenses and adversely affecting its
financial condition and results of operations.

DEPENDENCE ON TALENTED PLAYERS. The success of the Predators depends, in
part, upon the team's ability to attract and retain talented players. The
Predators compete with other AFL teams as well as teams fielded by the National
Football League, the Canadian Football League and the World Football League,
among others, for available players. There can be no assurance that the
Predators will be able to retain players upon expiration of their contracts or
obtain new players of adequate talent to replace players who retire or are
injured, traded or released. Even if the Predators are able to obtain and retain
players who have had previously successful football careers, there can be no
assurance of the quality of their performance for the Predators. See
"Business--Players."

SEASONALITY. The AFL season begins during April and ends during August. As
a result, the Company realizes a significant portion of its revenues and incurs
a significant portion of its expenses during that period.

ABSENCE OF INSURANCE; RISK OF INJURIES. Player contracts generally provide
that a player is entitled to receive his salary even if, as a result of injuries
sustained from Arena Football-related activities during the course of his
employment, he is unable to play. Although the Company carries occupational
health, accidental death and disability insurance of up to $500,000 per player,
the Company is required to pay the first $35,000 of loss for each player up to
an aggregate loss of $465,000. Payment of the these insurance

7
<PAGE>
premiums as well as payments which must be made directly to injured players
could have an adverse effect upon the Company's financial condition and results
of operations. See "Business--Players."

RISKS ASSOCIATED WITH AFL MEMBERSHIP. Under its membership agreement with
the AFL, the Predators and other members of the AFL are generally liable on a
pro rata basis for the debts and obligations of the AFL. Any failure of other
members of the AFL to pay their pro rata share of any such debts or obligations
could adversely affect the Predators by requiring additional payments to be made
by the Company on behalf of failing or defaulting teams. The success of the AFL
and its members depends in part on the competitiveness of the teams in the AFL
and their ability to maintain fiscally sound operations. Certain AFL teams have
encountered financial difficulties, and there can be no assurance that the AFL
and its respective members will continue to operate. If the AFL is unable to
continue operations, the Predators and the other teams forming the AFL would be
unable to continue their own operations. In addition, the Predators and their
personnel are bound by a number of rules, regulations and agreements, including,
but not limited to, the Charter and Bylaws of the AFL, national television
contracts and the AFL Membership Agreement. Any change to the rules, regulations
and agreements adopted by the AFL will be binding upon the Predators and their
personnel, regardless of whether the Predators agree with such changes, and it
is possible that any such change could adversely affect the Predators. See
"Arena Football."

POSSIBILITY OF INCREASED COMPETITION AS A RESULT OF AFL EXPANSION. It is
currently anticipated that the AFL will add additional teams in the future. In
fact, at least two expansion teams are expected to begin AFL play in the 1998
and 1999 seasons. While such expansion affords the AFL the opportunity to enter
new markets and increase revenues, it also increases the competition for
talented players among AFL teams. Expansion teams are permitted to select in an
expansion draft certain unprotected players playing for existing AFL teams.
There can be no assurance that the Predators will be able to retain all of the
team's key players in the event of an expansion draft or that the rules
regarding the expansion draft will not change to the detriment of the Predators.
In addition, to the extent the AFL teams share equally in the revenue generated
from national television contracts and sale of AFL merchandise, the Company may
receive less revenue from the AFL as the result of League expansion.

UNCERTAINTIES REGARDING RENEWAL OF BROADCAST CONTRACTS; LACK OF
REVENUES. The AFL's contracts with ESPN and ESPN 2 for the national broadcast
of certain AFL games in the United States expired at the end of the 1997 season.
A percentage of the revenue generated from those contracts and any future
national or network media contracts after payment of AFL expenses, has and will
be divided equally among the members of the AFL. There can be no assurance that
ESPN, ESPN 2 or any other national broadcaster will enter into any broadcast
contracts with the AFL. For the years ended December 31, 1995 and 1996, the
Company did not receive any revenue from the AFL because revenue was offset by
League expenses due from the AFL teams.

Further, the Company's television and radio contracts for the local
broadcast of the Predators pre-season, regular season and certain post-season
games also expired at the end of the 1997 season. The failure to renew local
television or radio contracts would have a material adverse effect on the
Company. See "Business--Current Operations."

CONTROL BY PRINCIPAL STOCKHOLDER; AUTHORIZATION AND ISSUANCE OF PREFERRED
STOCK; PREVENTION OF CHANGES IN CONTROL. Upon completion of the Offering,
Monolith will own approximately 1,276,500 shares (51%) of the issued and
outstanding shares of Class A Common Stock and 925 shares (92.5%) of the issued
and outstanding Class B Common Stock. Since each share of Class B Common Stock
votes the equivalent of 10,000 shares of Class A Common Stock, Monolith will
continue to elect all of the Company's directors and control the affairs of the
Company. The Class B Common Stock was issued to Monolith in order to satisfy the
control requirements of the AFL. The Company's Articles of Incorporation
authorize the issuance of up to 1,500,000 shares of Preferred Stock with such
rights and preferences as may be determined from time to time by the Board of
Directors. Accordingly, under the Articles of Incorporation,

8
<PAGE>
the Board of Directors may, without shareholder approval, issue Preferred Stock
with dividend, liquidation, conversion, voting, redemption or other rights which
could adversely affect the voting power or other rights of the holders of the
Class A Common Stock. The issuance of any shares of Preferred Stock having
rights superior to those of the Class A Common Stock may result in a decrease in
the value or market price of the Class A Common Stock and could further be used
by the Board of Directors as a device to prevent a change in control of the
Company. The Company has no other anti-takeover provisions in its Articles of
Incorporation or Bylaws. Holders of the Preferred Stock may have the right to
receive dividends, certain preferences in liquidation and conversion rights. See
"Principal Stockholders" and "Description of Securities."

LACK OF PUBLIC MARKET; DETERMINATION OF OFFERING PRICE. Prior to the
Offering, there has been no public trading market for the Units, Class A Common
Stock or Warrants. The Offering price of the Units and exercise price of the
Warrants were determined by negotiations between the Company and the
Representative and do not necessarily bear any relationship to recognized
criteria for the valuation of such securities. There can be no assurance that a
regular trading market for the Common Stock or Warrants will develop or continue
after the Offering or, if such a market develops, that the market prices of the
component securities will exceed the Unit price. See "Underwriting."

IMMEDIATE AND SUBSTANTIAL DILUTION. The Offering involves an immediate and
substantial dilution of $4.02 per share of Class A Common Stock, or an 80%
reduction between the Offering price of $5.00 per share of Class A Common Stock
(ascribing no value to the Warrants included in the Units) and the net tangible
book value of $.98 per share of Class A Common Stock upon completion of the
Offering, assuming no exercise of the Warrants, the Overallotment Option, the
Representative's Unit Warrant or other outstanding stock options. See
"Dilution."

NO DIVIDENDS. The Company has not paid any dividends on its Class A Common
Stock and does not intend to pay dividends in the foreseeable future. See
"Description of Securities--Dividends."

POSSIBLE VOLATILITY OF SECURITIES PRICES. The market price of the Class A
Common Stock and Warrants following the Offering may be highly volatile, as has
been the case recently with the securities of other companies completing initial
public offerings. Factors such as the Company's operating results, its win/loss
record or public announcements by the Company or its competitors may have a
significant effect on the market price of the securities. In addition, market
prices for the securities of many small capitalization companies have
experienced wide fluctuations due to variations in quarterly operating results,
general economic conditions and other factors beyond the Company's control.

SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of Class A
Common Stock in the open market or the availability of such shares for sale
following the Offering could adversely affect the market price of the securities
offered hereby. Following the Offering, all 1,100,000 shares of Class A Common
Stock and 550,000 Warrants offered hereby, together with the 250,000 Class A
shares registered hereby on behalf of the Selling Stockholders, may be purchased
and sold in the open market without restriction or further registration under
the 1933 Act. The remaining 1,130,000 shares of Class A Common Stock are
"restricted securities" as that term is defined under Rule 144 of the 1933 Act,
and are eligible for resale in March 1998. However, all of the Company's
stockholders (holding an aggregate of 1,380,000 shares) have agreed, pursuant to
lock-up agreements with the Representative, not to sell or otherwise dispose of
any of their shares of Class A Common Stock (including the 250,000 shares
registered hereby on behalf of the Selling Stockholders) for a period of 12
months from the date of this Prospectus without the prior written consent of the
Representative. There are no arrangements, agreements or understandings with
respect to a release of the lock-up agreements and it is not the
Representative's general policy to grant such a release. Nevertheless, the
Representative will consider requests for such releases on an individual basis
and may in the future grant such requests. See "Description of Securities--Class
A Common Stock Eligible for Future Sale" and "Underwriting."

9
<PAGE>
UNDERWRITERS' INFLUENCE ON THE MARKET. A significant amount of the Class A
Common Stock and Warrants offered hereby may be sold to customers of the
Representative and the Underwriters. Such customers subsequently may engage in
transactions for the sale or purchase of these securities through or with the
Underwriters. Although it has no obligation to do so, the Representative intends
to make a market or otherwise effect transactions in the securities, although
this market-making activity may terminate at any time. The Representative may
exert a dominating influence on the market, if one develops, for the securities.
The price and liquidity of the securities may be significantly affected by the
degree, if any, of the Underwriters' participation in such market. See
"Underwriting."

LIMITATIONS ON LIABILITY OF DIRECTORS. The Company's Bylaws substantially
limit the liability of the Company's directors to the Company and its
stockholders for breach of fiduciary or other duties to the Company. See
"Description of Securities--Limitation on Liabilities."

REDEMPTION OF WARRANTS. The Warrants may be redeemed by the Company under
certain circumstances upon 30 days' written notice to the Warrantholders at $.01
per Warrant. In such event, the Warrants will be exercisable until the close of
business on the date fixed for redemption in such notice. Any Warrants not
exercised by that time will cease to be exercisable, and the holders will be
entitled only to the redemption price, which is likely to be substantially less
than the market value of the Warrants. Accordingly, such redemption could force
the Warrantholders to exercise the Warrants and pay the exercise price at a time
when it might be disadvantageous for them to do so or sell the Warrants at the
then market price when they might otherwise prefer to hold the Warrants. See
"Description of Securities--Warrants."

NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES OF CLASS A COMMON STOCK
UNDERLYING THE WARRANTS. The Warrants are not convertible or exercisable unless,
at the time of exercise, the Company has a current prospectus covering the
shares of Class A Common Stock issuable upon exercise of the Warrants and such
shares of Class A Common Stock have been registered, qualified or deemed to be
exempt under the securities laws of the states of residence of the holders of
such Warrants. There can be no assurance that the Company will have or maintain
a current prospectus or that the securities will be qualified or registered
under any state laws. See "Description of Securities--Warrants."

The Class A Common Stock and the Warrants, which comprise the Units, are
detachable and separately transferable as of the date hereof. Purchasers of the
Warrants may reside in jurisdictions in which the shares of Class A Common Stock
underlying the Warrants are not registered or qualified during the period that
the Warrants are exercisable. In this event, the Company might be unable to
issue Common Stock to those persons desiring to exercise their Warrants unless
and until such shares could be qualified for sale in jurisdictions in which the
purchasers reside, or an exemption from qualification exists in such
jurisdiction. Accordingly, Warrantholders would have no choice but to attempt to
sell the Warrants in a jurisdiction where such sale is permissible, or allow
them to expire unexercised. See "Description of Securities--Warrants."

NO ASSURANCE AS TO FUTURE RESULTS. Prospective purchasers of the Units
should carefully consider the information contained in this Prospectus before
making an investment in the Units. Information contained in this Prospectus
contains "forward-looking statements" which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "should" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. See, e.g., "Business--Strategy." No
assurance can be given that the future results covered by the forward-looking
statements will be achieved. Many factors could also cause actual results to
vary materially from the future results covered in such forward-looking
statements.

LISTING AND MAINTENANCE CRITERIA FOR NASDAQ SECURITIES. The Company has
applied for listing on the Nasdaq SmallCap Market and believes it meets the
recently adopted standards for such listing which require: (i) net tangible
assets of $4 million, (ii) a public float of one million shares, (iii) a market
value of

10
<PAGE>
the public float of $5 million, (iv) three market makers, (v) a minimum $4.00
bid price per share of common stock and (vi) at least 300 shareholders.

Nasdaq also adopted new criteria for continued Nasdaq SmallCap Market
eligibility. In order to continue to be included on the Nasdaq SmallCap Market
(thereby exempting a company from the "penny stock" regulations described
below), a company must maintain (i) at least two market makers, (ii) 300 holders
of its common stock, (iii) a minimum bid price of $1.00 per share of common
stock, (iv) net tangible assets of $2 million (unless the Company had net income
of $500,000 in two of the last three years or a market capitalization of $35
million), (v) 500,000 shares in the public float and (vi) a market value of the
public float of $1 million. The Company's failure to meet these maintenance
criteria in the future may result in the discontinuance of its securities on the
Nasdaq SmallCap Market. In such event, trading, if any, in the securities may
then continue to be conducted in the non-Nasdaq over-the-counter market in what
are commonly referred to as the electronic bulletin board and the "pink sheets."
As a result, an investor may find it more difficult to dispose of or to obtain
accurate quotations as to the market value of the securities.

DISCLOSURE RELATED TO PENNY STOCKS. The Commission has adopted rules that
define a "penny stock" as equity securities priced at under $5.00 per share
which are not listed for trading on Nasdaq (unless (i) the issuer has a net
worth of $2 million if in business for more than three years or $5 million if in
business for less than three years or (ii) the issuer has had average annual
revenues of $6 million or more for the prior three years). In the event that any
of the Company's securities are characterized in the future as penny stock,
broker-dealers dealing in the securities will be subject to the disclosure rules
for transactions involving penny stocks which require the broker-dealer among
other things to (i) determine the suitability of purchasers of the securities,
and obtain the written consent of purchasers to purchase such securities and
(ii) disclose the best (inside) bid and offer prices for such securities and the
price at which the broker-dealer last purchased or sold the securities. The
additional burdens imposed upon broker-dealers may discourage them from
affecting transactions in penny stocks, which could reduce the liquidity of such
securities.

11
<PAGE>
DILUTION

At September 30, 1997, the net tangible book value (deficit) of the
Company's Class A Common Stock was $(2,159,326), or $(1.56) per share. Net
tangible book value (deficit) per share represents the total amount of tangible
assets of the Company, less the total amount of liabilities of the Company,
divided by the number of shares of Class A Common Stock outstanding. Without
taking into account any changes in net tangible book value after September 30,
1997, other than to give effect to the sale by the Company of the 550,000 Units
offered hereby, less underwriting discounts and commissions and estimated costs
of the Offering, the net tangible book value of the Company at September 30,
1997 would have been $2,427,318, or approximately $.98 per share. This
represents an immediate increase in net tangible book value of $2.54 per share
of Class A Common Stock to existing stockholders and an immediate dilution of
$4.02 per share to new stockholders. "Dilution" per share represents the
difference between the price to be paid by the new stockholders of $5.00 per
share (ascribing no value to the Warrants included in the Units) and the net
tangible book value per share of Class A Common Stock immediately after the
Offering.

The preceding discussion is illustrated in the following table:

<TABLE>
<S> <C> <C>
Public offering price per share of Class A Common Stock
included in the Units...................................... $ 5.00
Net tangible book value (deficit) per share of Class A
Common Stock before the Offering......................... $ (1.56)
Increase in net tangible book value per share of Class A
Common Stock attributable to new investors purchasing in
the Offering............................................. $ 2.54
Net tangible book value per share of Class A Common Stock
after the Offering......................................... $ .98
---------
Dilution of net tangible book value per share of Class A
Common Stock to new investors.............................. $ 4.02
---------
---------
</TABLE>

The following table sets forth the number of shares of Class A Common Stock
purchased, the total consideration and the average price per share paid by
existing stockholders of the Company as of September 30, 1997, and by new
investors purchasing the shares of Class A Common Stock included in the Units
offered hereby:

<TABLE>
<CAPTION>
TOTAL CONSIDERATION
SHARES PURCHASED ------------------------------------------
----------------------- AVERAGE PRICE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
---------- ----------- ------------ ----------- ---------------
<S> <C> <C> <C> <C> <C>
New investors................................... 1,100,000 44.3% $ 5,500,000 91.9% $ 5.00
Existing stockholders........................... 1,380,000 55.7% $ 487,796 8.1% $ .35
---------- ----- ------------ -----
Totals........................................ 2,480,000 100.0% $ 5,987,796 100.0%
---------- ----- ------------ -----
---------- ----- ------------ -----
</TABLE>

The preceding discussion and tables do not include shares issuable upon
exercise of (i) the Warrants, the Overallotment Option and the Representative's
Unit Warrant or (ii) 138,000 stock options issued under the Company's 1997
Employee Stock Option Plan. See "Capitalization" and "Management--1997 Employee
Stock Option Plan."

12
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company at
September 30, 1997, and as adjusted to give effect to the sale by the Company of
the 550,000 Units offered hereby and application of the estimated net proceeds,
without giving effect to the exercise of (i) the Warrants, the Overallotment
Option and the Representative's Unit Warrant or (ii) 138,000 stock options
issued under the Company's 1997 Employee Stock Option Plan or (iii) the issuance
of 1,000 shares of Class B Common Stock subsequent to September 30, 1997. See
"Use of Proceeds" and "Description of Securities."

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL AS ADJUSTED
----------- ------------
<S> <C> <C>
Stockholders' equity
Preferred Stock, no par value, 1,500,000 shares authorized, none
issued or outstanding.......................................... $ 0 $ 0
Common Stock, no par value, 15,000,000 shares authorized,
1,380,000 shares of Class A Common Stock issued and
outstanding, 2,480,000 shares of Class A Common Stock issued
and outstanding, as adjusted................................... 487,796 4,972,796
Accumulated (deficit)............................................ (545,748) (545,748)
----------- ------------
Total stockholders' equity (deficit)...........................
Total capitalization......................................... $ (57,952) $ 4,427,048
----------- ------------
----------- ------------
</TABLE>

13
<PAGE>
USE OF PROCEEDS

The net proceeds of the Offering are estimated to be $4,485,000 ($5,202,785
if the Overallotment Option is exercised). The Company intends to apply the net
proceeds of the Offering in the following order of priority:

<TABLE>
<CAPTION>
PERCENT OF
NET
PURPOSE AMOUNT PROCEEDS
- --------------------------------------------------------------------- ------------ -----------
<S> <C> <C>
Repayment of debt(1)................................................. $ 2,342,970 52.2%
Payment of accounts payable.......................................... 150,000 3.3
Marketing expenses................................................... 250,000 5.6
Working capital(2)................................................... 1,742,030 38.9
------------ -----
TOTALS............................................................. $ 4,485,000 100.0%
</TABLE>

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

(1) Represents payment of (i) two promissory notes bearing interest at 8% per
annum in the amounts of $1,295,000 and $105,000, respectively, issued to
Monolith and Gagleard due the earlier of December 31, 1998 or the closing of
the Offering and incurred by the Company in connection with its acquisition
of the Predators from Monolith and Gagleard; (ii) promissory notes bearing
interest at 8% per annum in the amounts of $862,537 and $15,291,
respectively, issued to Monolith and Gagleard due the earlier of December
31, 1998 or the closing of the Offering and incurred by the Company for
working capital and, (iii) accrued interest of $65,142 on all of the above
promissory notes. See "Certain Transactions."

(2) The Company intends to reserve up to $1,000,000 of the working capital
allocation for possible acquisitions of entertainment companies or
businesses related to the Company's Arena Football operations, such as radio
or television broadcasters, media firms, sports-related manufacturers,
sports service providers and the like. There are no current negotiations,
understandings or agreements to acquire any such companies and there can be
no assurance that any such arrangements will be reached with anyone. If the
Company does not proceed with an acquisition, the funds will be retained for
working capital. See "Risk Factors--Substantial Amount of Proceeds Allocated
for Unspecified Acquisitions."

The Company estimates that the net proceeds of the Offering, together with
its anticipated operating revenues, will be sufficient to fund its cash
requirements for at least 12 months from the date of the Prospectus. There may
be changes in the Company's proposed use of net proceeds due to modifications in
the Company's plan of operation. Management is not currently aware of any
proposed modifications to its operations. Pending use, the net proceeds will be
invested in bank certificates of deposit and other fully insured investment
grade securities. Any funds received by the Company upon exercise of the
Warrants, the Overallotment Option or the Representative's Unit Warrant will be
added to working capital.

14
<PAGE>
SELECTED FINANCIAL DATA

The following tables set forth certain selected financial data of the
Company. The selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Company's financial statements included elsewhere in this
Prospectus. The selected financial data as of December 31, 1996 and 1995 and
March 31, 1997, and for the years ended December 31, 1996 and 1995 and for the
period February 14 through March 31, 1997, have been derived from the Company's
financial statements, which have been audited by AJ. Robbins, P.C., independent
certified public accountants, and are included elsewhere in this Prospectus.
Interim data for the pro forma nine months ended September 30, 1997 and for the
pro forma year ended December 31, 1996 have been derived from unaudited pro
forma financial statements which are also included herein. Interim data as of
September 30, 1997 and for the period February 14 through September 30, 1997 has
been derived from the unaudited financial statements which are also included
herein. The results of operations for the pro forma nine months ended September
30, 1997 are not necessarily indicative of the results to be expected for the
year ending December 31, 1997.

<TABLE>
<CAPTION>
FEBRUARY 14, FEBRUARY 14, YEAR ENDED YEARS ENDED DECEMBER 31,
1997- 1997- DECEMBER 31, ------------------------
SEPTEMBER 30, MARCH 31, 1997 1996(1) 1996 1995
1997 -------------- ------------ ----------- -----------
NINE MONTHS -------------
ENDED PRO FORMA
SEPTEMBER 30, UNAUDITED UNAUDITED
-------------
1997(1)
-------------
PRO FORMA
UNAUDITED
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue.......................... $ 2,660,566 $ 2,660,566 -- $2,889,383 $ 2,889,383 $ 2,651,577
Net (loss)....................... (550,260) (545,748) (77,522) (609,923) (561,307) (653,506)
Weighted average shares
outstanding.................... 2,480,000 1,380,000 1,380,000 2,480,000 1,380,000 1,380,000
Net loss per share............... $ (.22) $ (.40) $ (.06) $ (.25) $ (.41) $ (.47)
</TABLE>

<TABLE>
<CAPTION>
AS
HISTORICAL ADJUSTED(2)
------------- ------------
<S> <C> <C>
BALANCE SHEET DATA AT SEPTEMBER 30, 1997 (UNAUDITED):
Working capital (deficit)................................................................ $ (2,534,028) $ 1,950,972
Total assets............................................................................. 2,772,402 4,864,432
Total liabilities........................................................................ 2,780,354 437,384
Stockholders' equity (Deficit)........................................................... $ (57,952) $ 4,427,048
</TABLE>

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

15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The Company derives substantially all of its revenue from the Arena Football
operations of the Predators. This revenue is primarily generated from (i) the
sale of tickets to the Predators' home games, (ii) the sale of advertising and
promotions to Predator sponsors, (iii) the sale of local and regional broadcast
rights to Predators' games, (iv) the Predators' share of contracts with national
broadcast organizations and expansion team fees paid through the AFL, and (v)
the sale of merchandise carrying the Predators' logos. A large portion of the
Company's annual revenue is determinable at the commencement of each football
season based on season ticket sales and contracts with broadcast organizations
and team sponsors.

The operations of the team are year round; however, the majority of revenues
and expenses are recognized during the AFL playing season, from April through
August of each year. The team begins to receive deposits in late September for
season tickets during the upcoming season. From September through April the team
sells season tickets and collects revenue from all such sales. Selling,
advertising and promotions also take place from September through April although
these revenues are not realized until after the season begins. Single game
tickets and partial advertising sponsorships are also sold during the season,
primarily from April to July. Additional revenues are recognized in August from
playoff games, if any.

Prospective purchasers of the Common Stock should carefully consider the
following information as well as other information contained in this Prospectus
before making an investment in the Class A Units. Information contained in this
Prospectus contains "forward-looking statements" which can be identified by the
use of forward-looking terminology such as "believes," "expects," "may,"
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. See, e.g.,
"Business--Strategy." No assurance can be given that the future results covered
by the forward-looking statements will be achieved. Many factors (including
those discussed under "Risk Factors") could also cause actual results to vary
materially from the future results covered in such forward-looking statements.

RESULTS OF OPERATIONS

PERIOD FEBRUARY 14 THROUGH SEPTEMBER 30, 1997

Operations of the Company commenced on February 14, 1997.

The AFL football season extends from April to August of each year. Ticket
sales and broadcasting fees are recorded as revenue at the time the related home
games are played. Team operating expenses (primarily players' and coaches'
salaries, fringe benefits, insurance, game expenses, arena rentals and travel)
are recorded as expenses on the same basis. Accordingly, revenues and operating
expenses for the period ended September 30, 1997 ("1997 period") have been
recognized as the related home games were played over the AFL season. Deferred
revenues at September 30, 1997 were $280,958 and revenues were $2,660,566.
Prepaid team operating expenses at September 30, 1997 were $1,656 and operating
expenses were $3,144,608. The Company's 1997 pre-season football activities were
delayed a few weeks in 1997 as compared to the start date in 1996 due to the
sale of the team to the Company. Pre-season activities include player
recruitment, player travel to Orlando and player housing arrangements.

16
<PAGE>
Net loss for the 1997 period was $545,748. The net loss was primarily
attributable to lower ticket and sponsorship revenues and increased salaries,
professional fees, league assessments and related party interest expense.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO THE YEAR ENDED DECEMBER 31, 1995

Revenue increased from $2,651,577 to $2,889,383, an increase of $237,806, or
9%, for the year ended December 31, 1996 ("1996") as compared to the year ended
December 31, 1995 ("1995"). This increase was attributable to a 19% increase in
ticket revenues, which resulted from the AFL expanding the regular season from
12 games in 1995 to 14 games in 1996. The team also had a pre-season game added
as a home game in the Orlando Arena in 1996 as compared to one away game at the
Daytona Ocean Center in 1995. This resulted in two additional home games, or a
17% increase in the number of home games in 1996, as compared to 1995. The
Company realizes substantially more revenue for home games because home game
teams retain all ticket sales, advertising, sponsorship and media revenue
whereas visiting teams receive no revenue during the regular season and only
$40,000 (beginning in 1997 the amount increased to $45,000) per away playoff
game. During 1995, there were three away playoff games, which generated revenue
of $120,000, as compared to one away playoff game in 1996, which generated
$40,000 of revenue. The number of season ticket sales decreased from 10,649 in
1995 to 8,245 in 1996 and the number of average paid attendance decreased from
12,926 in 1995 to 10,415 in 1996. The reduction in ticket sales was offset by a
10% average increase in ticket prices in 1996. Average paid ticket prices
increased from $20.35 in 1995 to $22.46 in 1996.

Advertising and promotion revenue increased by $224,798 in 1996 as compared
to 1995 primarily as a result of additional sponsorships sold for higher average
prices than 1995 due to increased marketing efforts generated by executive
officers and the addition of new marketing personnel for the 1996 season.
Increased average sales prices for sponsorships were also due to expanded
coverage for the sponsors because of two additional home games in 1996 as
compared to 1995.

Revenue increases were offset by a $164,277 reduction in expansion fees from
1995 to 1996. Expansion fees paid by new teams are divided among the AFL's
existing teams and the game inventor. Three teams were added in 1995 as compared
to one team added in 1996.

Football operating expenses decreased by $38,125, or 7%, in 1996 as compared
to 1995 due to having one away playoff game in 1996 as opposed to three away
playoff games in 1995. The AFL teams must bear the costs of away playoff game
expenses except for a $40,000 payment from the home team which is used to
partially offset playoff game expenses such as travel and lodging. The 1995
season was three weeks longer than the 1996 season, which resulted in a decrease
of approximately $75,000 in 1996 expenses as compared to 1995. Operating
expenses increased due to the addition of two home games in 1996 as compared to
1995. Due to a higher than normal injury rate in 1995, additional players were
added in mid season. Player salaries were paid to injured players as well as
replacement players.

Selling expenses increased by $69,349 in 1996 as compared to 1995 primarily
due to a $76,000 increase in advertising promoting the two additional home games
played in 1996.

The Board of Directors of the AFL approves an annual budget, which is funded
equally by each AFL team. If the number of teams in the AFL remains the same and
AFL expenses increase, the Company's share of the AFL assessment will also rise.
If AFL expenses remain the same and the number of teams increase, the Company's
share of AFL assessments will decrease. In 1996, the AFL assessments decreased
2%, or approximately $2,000, because the Company's share of the AFL budget was
based on more teams in 1996 than in 1995.

General and administrative expenses increased approximately $107,869 in 1996
as compared to 1995 primarily due to increased legal costs of $27,000, salaries
of $30,000, insurance of $6,000, write-off of

17
<PAGE>
receivables for season ticket sales of $38,000 net of decrease of $13,000 in
credit card fees. Such expenses are expected to remain constant for the year
ending December 31, 1997.

The AFL season extends from April to August of each year. Accordingly, the
Company experiences a seasonal pattern in its operating results. Revenue and
selling and promotional expenses are recognized ratable over the AFL season.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company financed net operating losses primarily with loans
from the team's former managing general partner.

As of September 30, 1997, the Company had issued an aggregate of $2,277,828
of promissory notes to its two stockholders all of which will be repaid
(including $65,142 of interest) from proceeds of the Offering. See "Use of
Proceeds" and "Certain Transactions."

The reduction of indebtedness using proceeds of the Offering will improve
the Company's liquidity by reducing indebtedness required to be repaid in the
future. The Company believes that cash flows from operations along with the net
proceeds of the Offering will be sufficient to satisfy the Company's anticipated
working capital requirements for at least the next 12 months.

ARENA FOOTBALL

ARENA FOOTBALL AND THE ARENA FOOTBALL LEAGUE

In 1985, Jim Foster, a professional football marketing executive, formulated
a plan for an indoor professional football game that included a 50-yard playing
field, an eight player single platoon system and the use of drop kicks and
rebound nets. The first Arena Football game was played in Rockford, Illinois on
April 26, 1986 with a second game played on February 26, 1987 in Chicago,
Illinois.

In March 1987 the U.S. Patent Office issued a U.S. Patent ("Patent") to
Gridiron Enterprises, Inc. an Illinois corporation ("Gridiron") for the Arena
Football Game System and rules of play as well as trademarks for the logo and
names associated with Arena Football. In December 1991, the AFL was incorporated
as a non-profit membership corporation in the state of Delaware. Also in 1991,
Gridiron entered into an exclusive licensing agreement with the AFL to organize,
operate and market Arena Football throughout the United States by selling team
memberships in major markets across the United States. Pursuant to the licensing
agreement, the AFL granted to Gridiron a per team royalty of $20,000 per year in
return for using the game system and rules of play of Arena Football. In January
1991, the AFL sold a Membership to the Predators which allowed the Predators to
operate and market Arena Football within a seventy-five mile radius of Orlando,
Florida. All names and logos of the Orlando Predators are owned by and
registered to Gridiron.

Four teams were fielded for the League's inaugural 1987 season. By 1991, the
League had eight teams and had played exhibition games in London and Paris. In
1992 and 1993, the League fielded 12 teams and 10 teams, respectively, with some
games televised on the ESPN cable network. During the 1997 season, the League
consisted of 14 teams including expansion teams in New York, New Jersey and
Nashville. Teams will begin play in Grand Rapids and Buffalo during the 1998 and
1999 seasons, respectively.

AFL games are generally played in an indoor basketball/hockey sports arena
which offers fans climate-controlled conditions and a more intimate view of the
game. As a result of the smaller playing field, the rebound nets and a general
emphasis on offensive play, Arena Football games are generally high scoring,
fast-paced action contests.

Game attendance has risen consistently over the AFL's ten seasons of play
with over 1,050,000 in total fan attendance announced for the 1997 season. Per
game announced attendance averaged approximately 10,800 during the 1997 season.
"Announced" game attendance represents attendance figures provided by

18
<PAGE>
League teams to the League and the media and cannot be independently verified.
Approximately 66% of AFL viewers are male and 34% are female with 60% of such
viewers under the age of 35 and 40% over the age of 35. In terms of education,
39% have college or graduate degrees, 37% have some college attendance and 24%
hold high school diplomas.

The membership fee for new teams joining the AFL has grown from $120,000 for
the 1990 season to $2,200,000 for the 1997 season with a current League asking
price of $7,000,000 effective for the 1999 season. There are approximately 27
million households with AFL teams in their metropolitan areas, up from 11
million households in 1994. During the 1997 season, ESPN and ESPN 2 cable
networks broadcast a total of 19 games including four playoff games and the
Arena Bowl.

AFL team salaries for the 1997 season ranged from $300,000 to $500,000
compared to approximately $46 million per team for the NFL. Players' salaries
range from $15,000 to $50,000 per season together with a housing provision which
averages approximately $400 per month per player. AFL players sign one-year
contracts with an additional one-year option season granted to the team.
Following the contract year, if the team and a player cannot agree on the option
season salary, the player must either play for the original option year salary
or stay out during the option season, after which the player is free to
negotiate with any team in the League. There are no player drafts, although
expansion teams are allowed to draw from a pool of players designated by
existing AFL teams.

Each player is provided a $500,000 occupational health, accidental death and
disability insurance policy. Each team is required to pay the first $35,000 of
claims for an injured player up to an aggregate of $356,000 for the three
Florida based AFL teams.

RULES OF ARENA FOOTBALL

Arena Football is played in an indoor arena on a field which consists of a
padded surface 85 feet wide and 50 yards long with eight-yard endzones. The
endzone goalposts are nine feet wide with a cross-bar height of 15 feet compared
to NFL goalposts which are 18 1/2 feet wide with a cross-bar height of 10 feet.
Eight feet above each endzone are goal-side rebound nets which are 30 feet wide
by 32 feet high.

There are eight players on the field for each team as part of a 24-man
active roster. Players play both offense and defense with the exception of the
kicker, quarterback, an offensive specialist, two defensive specialists and a
kick returner.

The game is played using an NFL-size football in four 15-minute quarters
with a 15-minute halftime. The game clock stops for out of bounds plays or
incomplete passes only in the last minute of each half, when necessary for
penalties, injuries and time-outs or following points after touchdowns, field
goals and safeties. Accordingly, the average AFL football game is played in
approximately two hours and 25 minutes compared to approximately three hours and
five minutes for an NFL game.

Four downs are allowed to advance the ball ten yards for a first down or to
score. Scoring consists of six points for a touchdown, one point for a
conversion by placekicking after a touchdown, two points for a conversion by
dropkick and two points for a successful run or pass after a touchdown. Three
points are awarded for a field goal by placement or four points for a field goal
by dropkick, with two points for a safety. Punting is illegal. On fourth down a
team may attempt a first down, touchdown or field goal. The receiving team may
field any kickoff or missed field goal that rebounds off the rebound nets.

Although passing rules for the AFL are similar as to outdoor NCAA football,
a unique exception involves the rebound nets. A forward pass that rebounds off a
rebound net is a live ball and is in play until it touches the playing surface.

Overtime periods are 15 minutes during the regular season and the playoffs.
Each team has one possession to score. If, after each team has had one
possession and one team is ahead, that team wins. If the teams are tied after
each has had a possession, the next team to score wins.

19
<PAGE>
AFL TEAMS

For the 1997 season, the AFL consisted of the following 14 teams, aligned
into two conferences, with two divisions in each conference:

<TABLE>
<CAPTION>
<S> <C>
AMERICAN CONFERENCE

Western Division Central Division
Anaheim Piranhas Iowa Barnstormers
Arizona Rattlers Milwaukee Mustangs
San Jose SaberCats Portland Forest Dragons
Texas Terror

NATIONAL CONFERENCE

Eastern Division Southern Division
Albany Firebirds Florida Bobcats
Nashville Kats Orlando Predators
New Jersey Red Dogs Tampa Bay Storm
New York CityHawks
</TABLE>

REGULAR SEASON AND PLAYOFFS

Following two pre-season games, the regular AFL season extends from May to
August, with each team playing a total of 14 games against teams from both
conferences. Half of the games are played at home, and half are played away. At
the end of the regular season, the four division champions along with the four
teams with the best winning records, qualify for the AFL playoffs to determine
the AFL's Arena Bowl champion for that season. The playoffs consist of three
single elimination rounds with the third round matching the two remaining teams
playing in the Arena Bowl to determine the League champion. Each round is played
in the home arena of the team with the best winning record.

GATE RECEIPTS, AFL ASSESSMENTS AND DISTRIBUTIONS

AFL teams are entitled to keep all gate receipts from the one pre-season
home game and seven regular season home games, and do not receive any gate
receipts from away games except that visiting teams are provided lodging by the
home team. Each team is required to pay an annual assessment to the AFL which is
generally equal to the team's share of the League's annual operating costs and
each team is contingently liable for other team membership purchases or team
repurchases by the League. Each team's assessment is generally funded by its
share of revenue derived from the League's national television contracts, from
the sale of AFL licensed merchandise and from revenues generated by the League's
sale of expansion team franchises. Each home team participating in the playoffs
pays a fixed payment of $45,000 to the visiting team and provides it with
lodging.

AFL LICENSING

The AFL operates a League licensing program on behalf of its teams. Under
the program, product manufacturers sign agreements allowing them to use the
names and logos of all AFL teams, the AFL itself and AFL's special events
(including playoffs and the Arena Bowl) in exchange for royalty and guarantee
payments. For the years ended December 31, 1996 and 1995, the Company's share of
net revenues from licensing was approximately $40,000 each year, which, in turn,
was credited against the team's AFL assessment for each such period. The
Company's share of net revenue was equal to 1/15 of the AFL's net revenue for
the 1996 season. In addition, each team is permitted to license its club
identified products locally for sale at its arena, at team owned and operated
stores and through team catalogs.

20
<PAGE>
SUMMARY OF LEAGUE REVENUE AND EXPENSES

The following table summarizes the Company's share of the revenue derived
from the AFL as well as AFL assessments incurred during the last two regular
seasons:

<TABLE>
<CAPTION>
SEASON
------------------------
1997 1996
----------- -----------
<S> <C> <C>
Revenue:
Expansion team franchise fees....................................... $ 181,250 $ 17,783
----------- -----------
Total revenue................................................... 181,250 17,783
----------- -----------

Assessments:
Operating assessment................................................ 125,000 125,000
Other costs......................................................... 99,622 26,379
----------- -----------

Total assessments............................................... 224,622 151,379
----------- -----------

Net revenue (assessments)........................................... $ (43,372) $ (133,596)
----------- -----------
----------- -----------
</TABLE>

LEAGUE GOVERNANCE

The AFL is generally responsible for regulating the conduct of its member
teams. The AFL establishes the regular season and playoff schedules of the
teams, and negotiates, on behalf of its members, the League's national and
network broadcast contracts. Each of the AFL's members is, in general, liable on
a pro rata basis for the AFL's liabilities and obligations and shares pro rata
in its profits. Under the Bylaws of the AFL, League approval is required to
complete a public offering of any team's securities (including this Offering)
and for the sale or relocation of a team.

The AFL is governed by a Board of Directors, which consists of one
representative from each team. Mr. Youngblood serves as the Predator's
representative on the AFL Board of Directors. The Board of Directors selects the
AFL Commissioner, who administers the daily affairs of the AFL including
interpretation of playing rules and arbitration of conflicts among member teams.
The Commissioner also has the power to impose sanctions, including fines and
suspensions, for violations of League rules. David Baker has been the
Commissioner of the AFL since 1996.

RESTRICTIONS ON OWNERSHIP

The AFL Charter and Bylaws contain provisions which may prohibit a person
from acquiring the Common Stock and affect the value of the Common Stock. In
general, any acquisition of shares of Common Stock which will result in a person
or a group of persons holding 5% or more of the Company's outstanding Common
Stock will require the prior approval of the AFL, which may be granted or
withheld in the sole discretion of the AFL. The prospective purchaser would be
required to submit an AFL application, in form prescribed by the AFL, providing
certain information relating to that person's background. Upon receipt of such
application, the AFL has the right to conduct an investigation of the
prospective purchaser. In addition, the AFL may condition its approval upon the
execution, delivery and performance by the prospective purchaser of such
documents as the Charter or Bylaws shall prescribe. If a prospective purchaser
obtains the AFL's consent to acquire a 5% or more interest in the Company, such
prospective purchaser will be required to acknowledge that the purchaser will be
bound by the applicable provisions of the AFL Charter and Bylaws.

In addition, no person who directly or indirectly owns any interest in an
AFL team, may own, directly or indirectly, a 5% or more interest in any other
team, without the prior approval of the AFL. The AFL Bylaws also contain
provisions which prohibit team owners from engaging in certain activities, such
as

21
<PAGE>
wagering on any game in which an AFL team participates. AFL players and referees
and employees of the AFL and its member clubs (other than the Company) are not
eligible to purchase or hold Common Stock. The AFL could in the future adopt
different or additional restrictions which could adversely affect the
shareholders.

The grant of a security interest in any of the assets of the Company or the
Predators or any direct or indirect ownership interest in the Company, of 5% or
more, requires the prior approval of the AFL, which may be withheld in the AFL's
sole discretion. AFL rules limit the amount of debt that may be secured by the
assets of, or ownership interests in, an AFL team and require that the parties
to any secured loan that is approved execute an agreement limiting the rights of
the lenders and the team (or stockholder) under certain circumstances, including
upon an event of default or foreclosure. These limitations may adversely affect
the rights of the team (or stockholder) under certain circumstances.

Failure by a holder of a 5% or more interest in the Company to comply with
these restrictions may result in a forced sale of such holder's interest in the
Company or the repurchase of such interests by the Company. The Company's Bylaws
provide that the Company may redeem, at the lower of fair market value or cost,
shares held by any person or entity who becomes the owner of 5% or more of the
Company's Common Stock without the approval of the AFL. These restrictions will
be contained in a legend on each certificate issued evidencing shares of Common
Stock.

Neither the AFL, any of its affiliates or members nor any of their
respective officers, employees or representatives, other than the Company,
assume any responsibility for the accuracy of any representations made by the
Company in this Prospectus.

22
<PAGE>
BUSINESS

CURRENT OPERATIONS

The Company derives substantially all of its revenue from the Arena Football
operations of the Predators. This revenue is primarily generated from (i) the
sale of tickets to the Predators' home games, (ii) the sale of advertising and
promotions to Predator sponsors, (iii) the sale of local and regional broadcast
rights to Predators' games, (iv) the Predators' share of contracts with national
broadcast organizations obtained through the AFL, and (v) the sale of
merchandise carrying the Predators' logos. The information contained hereunder
and elsewhere in the Prospectus includes the operations of the Predators when
the team was owned by the Orlando Predators, Ltd. through March 1997. In March
1997 the Company was formed to acquire, own and operate the team.

TICKET SALES. The Predators played seven home games and seven away games
during the 1997 AFL regular season together with one home and one away
pre-season exhibition games. Under the AFL Bylaws, the Company receives all
revenue from the sale of tickets to regular season and pre-season home games and
no revenue from the sale of tickets to regular season and pre-season away games.

The Predators play all home games at the Orlando Arena, which holds
approximately 16,000 spectators. During the last two seasons, the Company sold
an average of approximately 6,800 season tickets and had an average paid
attendance of approximately 9,500 per game. Ticket prices for regular season
home games during the 1997 season at the Orlando Arena ranged from $10 to $100
per game with an average paid ticket price of approximately $24.

The following table sets forth certain information relating to the
Predators' regular season revenue generated by the sale of tickets for the 1996
and 1997 seasons:

<TABLE>
<CAPTION>
NUMBER OF AVERAGE AVERAGE
SEASON TICKET PER GAME PAID AVERAGE PAID TICKET REVENUE
SEASON HOLDERS ATTENDANCE TICKET PRICE PER GAME
- --------------------------------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
1997............................. 5,401 8,523 $ 24.32 $ 207,233
1996............................. 8,245 10,415 $ 22.46 $ 233,880
</TABLE>

The Company believes that the attendance drop of approximately 18% in 1997
was a result of (i) the increased price of tickets sold in 1997 and (ii) a late
start in promoting season ticket sales as a result of current management's
acquisition of the Predators in 1997.

ADVERTISING AND PROMOTION. The Company generates revenue from the sale of
advertising displayed on signs located throughout the Orlando Arena, and through
other promotions utilizing the team's name or logos. In addition, the Company
markets team "sponsorships" to local and regional businesses which provide a
combination of advertising rights, promotional rights and VIP ticket privileges.
Advertising rights include the use of corporate logos within the Orlando Arena,
commercials on radio and television, advertisements in the ARENABALL magazine,
display of the sponsor's name on the Jumbotron located in the center of the
Orlando Arena, public address announcements, the inclusion of customer names on
team posters and the like. Promotional rights include banners displayed in the
team's VIP room at the Orlando Arena, availability of blocks of seats in the
upper bowl endzone for specific games, the use of the team's logos and
autographed helmets. VIP privileges include high priority seating selections,
parking passes, VIP room passes and travel packages which include attendance at
team away games.

LOCAL AND REGIONAL TELEVISION, CABLE AND RADIO BROADCASTS. The Company had
a two-year television contract with the Sunshine Network ("Sunshine") and a one
year radio contract with Paxson Communications, Inc. (WQTM radio) ("Paxson")
both of which expired in the 1997 season. The contracts granted rights to
broadcast Predator games on television, cable and radio pursuant to which the
Company received

23
<PAGE>
approximately $89,000 and $87,000 for the 1996 and 1997 seasons, respectively.
The Company is negotiating new contracts with Sunshine and Paxson although there
can be no assurance it will reach agreements with these or any other local
broadcast company.

NATIONAL TELEVISION. For the 1997 season, the AFL granted ESPN and ESPN 2
exclusive commercial over-the-air television rights to broadcast a total of 14
AFL regular season games, four playoff games and the Arena Bowl, within the
United States. The Company did not receive revenue for these television
broadcast rights in 1996 or 1997 as all such revenue was offset by AFL operating
expenses assessed against the League's teams. The AFL's national broadcast
agreement with ESPN and ESPN 2 expired at the end of the 1997 season. The AFL
has reached a tentative new national broadcast agreement with ESPN, ESPN 2 and
ABC pursuant to which the networks will televise 18 AFL games (including 12
games in prime time), four playoff games and ABC's telecast of the Arena Bowl.
There can be no assurance that the tentative agreement with ESPN, ESPN 2 and ABC
will be finalized or that any other agreement will be entered into with these or
other national broadcasters.

SALE OF MERCHANDISE. The Company generates additional revenue from the sale
of merchandise carrying the Predator logos (primarily athletic clothing such as
sweatshirts, T-shirts, jackets and caps) at the Orlando Arena and at the
Company's corporate offices in downtown Orlando. Revenue from the sale of such
merchandise was approximately $63,000 for the 1996 season.

STRATEGY

The Company believes that fan attendance will increase based upon the game
winning success (if any) of the Predators in the AFL and by increasing media
exposure of the team in the central Florida area. In order to recruit players,
the Company employs a recruiting team which includes the Company's head coach
and Director of Player Personnel. In order to generate increased media interest
in the team in central Florida, the Company employs a marketing staff of two
individuals who call upon the media, corporate sponsors and other central
Florida organizations in an attempt to increase team sponsorship. This marketing
staff also calls directly upon central Florida businesses to solicit advertising
and sponsorship funds on behalf of the team. The Predators participate in a
number of charitable events during the year as a part of a community relations
and recognition program and maintain an Internet web site at
www.predators.inspace.com.

In a broader sense, the Company's strategy includes maintaining and building
community support for, and recognition of, the team as an ongoing valuable
entertainment institution in central Florida and throughout the state. The
Company believes that the value of the Predators as a sports team will increase
if community support and recognition are maintained. In this regard, the
Predators completed their seventh AFL season and have played in the Arena Bowl
for the AFL championship in three of the prior eleven championship games. The
Predators hold the fifth best all-time won-lost record among 27 current and
former AFL teams and recorded the highest announced average AFL per game
attendance for the 1995 and 1996 seasons.

24
<PAGE>
PERFORMANCE

The following table describes the performance of the Predators during the
last three AFL seasons:

<TABLE>
<CAPTION>
SEASON RECORD FINISH IN DIVISION PLAYOFF RESULTS
----------------- ------------------- -------------------------------
<S> <C> <C> <C>
1995...................... 7-5 2nd Lost in Arena Bowl
1996...................... 9-5 2nd Lost in first playoff game
1997...................... 10-4 1st Lost in second playoff game
</TABLE>

TEAM MANAGEMENT

PRESIDENT. Jack Youngblood, a 14-year veteran of the NFL, is President of
the Predators and was appointed the Company's President in April 1997. Mr.
Youngblood directs and oversees all aspects of the Predators' organization,
including operations, administration, marketing, sponsorship, television, radio,
public relations and ticket sales. Prior to joining the team, from 1993 to 1995,
he was a radio talk show host in the Sacramento metropolitan area. During the
1991 and 1992 AFL seasons, he was director of marketing operations for the
Sacramento Surge ("Surge") of the World League of American Football and he also
handled color commentary on Surge radio and television broadcasts. His duties
with Surge included directing front office operations in the area of
sponsorships, ticket sales, corporate sales, advertising and marketing services.
From 1985 to 1991, Mr. Youngblood was employed by the Los Angeles Rams ("Rams")
of the NFL. He also worked as a color analyst on Rams broadcasts, while handling
player relations, public relations, community relations and marketing services.
Mr. Youngblood is considered one of the best defensive ends of his era having
played professional football with the Rams from 1971 to 1984. A first round
draft pick in 1971, he played in all 14 games of his rookie season and by 1973
was a full-time starter for the Rams. Mr. Youngblood set a Rams team record by
playing in 201 consecutive games and his 151 1/2 sacks rank as third on the
all-time NFL list behind Deacon Jones and Reggie White. He earned all-NFC honors
six times, played in seven Pro Bowls and was named to the SPORTING NEWS NFC
all-star team six times. He was twice the NFC's defensive player of the year.
Mr. Youngblood was an all-American defensive end for the University of Florida.

COACHES. Jay Gruden, age 30, was retained by the Company as the Predators'
head coach in August 1997. Coach Gruden replaced Perry Moss who had been the
team's head coach for the previous seven seasons. Coach Gruden quarterbacked the
Tampa Bay Storm for six seasons from 1991 to 1996. During his tenure, he set AFL
records for career pass completions (1,182), passing yards (15,514) and passing
touchdowns (280). He led Tampa Bay to Arena Bowl championships four times,
including back-to-back titles in 1995 and 1996. A two-time All-Arena selection,
Coach Gruden also was the League's Most Valuable Player in 1992.

Coach Gruden retired as a player following the 1996 season to become
offensive coordinator of the AFL expansion Nashville Kats. Nashville won an
expansion team record 10 games and qualified for the AFL playoffs. Coach Gruden
was credited with developing Nashville's quarterback, Andy Kelly, into one of
the League's top quarterbacks. Kelly finished the season with an AFL-leading 82
touchdown passes and was the League's fifth rated quarterback. Under Coach
Gruden, the Nashville offense finished third in the AFL in scoring at 52.9
points per game and was fourth in total offense at 285.2 yards per game. Coach
Gruden's offenses produced victories in the 1997 season over eventual league
champion Arizona (56-49), two wins over the Predators (45-36 in Orlando and
74-55 at Nashville) and wins over two other playoff teams.

A Tampa native, Coach Gruden began his professional career with the NFL
Arizona Cardinals in 1989. He moved to the World League of American Football in
1990, where he played for the Sacramento Surge and the Barcelona Dragons, before
signing with the Tampa Bay in 1991.

In his final season as quarterback for Tampa Bay in 1996, he completed 70
touchdown passes, while setting career highs for attempts (447), completions
(275) and yards (3,626). In six post-season campaigns

25
<PAGE>
as Tampa Bay's quarterback, Coach Gruden delivered four championship titles and
led Tampa Bay to an overall record of 12-2. He completed 253 of 425 post-season
passes (60%), for 4,410 yards and 52 touchdowns. Coach Gruden was Arena Bowl
Most Valuable Player in 1993. As Tampa Bay's quarterback, he compiled an overall
record of 68-17 (.800)--the best six-year winning percentage in AFL history.

At the University of Louisville under Head Coach Howard Schnellenberger,
Coach Gruden set school passing marks in a number of categories and won Most
Valuable Player honors in both 1987 and 1988. Following his senior season, he
accepted invitations to both the East-West Shrine Game and the Blue-Gray
all-star games.

Coach Gruden's staff includes five other assistant coaches including
offensive and defensive coaches, a director of player personnel and an
administrative coach.

PLAYERS

In general, the rules of the AFL permit each team to maintain an active
roster of 24 players during the regular season. The following table sets forth
certain information concerning the Predators' roster during the 1997 season.

<TABLE>
<CAPTION>
YEARS
NO. NAME POSITION(1) HT. WT. BIRTHDATE IN AFL
- --------- ------------------------ -------------- --------- --- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
1 David Pool WR/DB 5-9 182 12/20/66 Rookie
2 Jeff Parker WR/DB 5-10 183 7/26/69 4th Season
4 John Clark* FB/LB 6-3 250 8/16/68 4th Season
5 Chris Barber DS 6-1 190 1/15/64 6th Season
9 Scott Semptimphelter QB 6-1 215 5/15/72 Rookie
12 Franco Grilla Kicker 5-11 180 7/21/70 2nd Season
17 Pat O'Hara QB 6-4 212 9/27/68 3rd Season
21 Bruce LaSane WR/LB 6-4 225 8/30/66 6th Season
23 Corris Ervin DS 5-11 185 8/30/66 2nd Season
28 Curtis Cotton DS 6-1 210 10/15/69 Rookie
33 Michael McClenton FB/LB 5-11 252 12/9/69 2nd Season
34 Jerry Odom FB/LB 5-10 220 11/7/68 6th Season
42 Alex Shell WR/DB 6-4 220 2/24/68 5th Season
44 Paul McGowan FB/LB 6-0 220 1/13/66 5th Season
55 Jerry Sharp OL/DL 6-3 290 10/8/69 3rd Season
62 Vance Hammond* OL/DL 6-7 300 12/4/67 2nd Season
65 Eric Drakes OL/DL 6-5 265 1/24/69 6th Season
73 Ricky Schaaf OL/DL 6-5 285 5/11/70 4th Season
78 Webbie Burnett OL/DL 6-3 285 11/7/67 6th Season
80 Maclin "Mac" Cody OS 5-7 170 8/7/72 Rookie
82 Barry Wagner WR/DB 6-3 215 11/24/67 6th Season
87 Victor Hall OL/DL 6-2 265 12/4/68 4th Season
93 Kelvin Ingram OL/DL 6-2 285 10/25/70 Rookie
95 Samuel Hairston OL/DL 6-4 260 11/9/69 Rookie
96 Skip McClendon OL/DL 6-7 300 4/19/64 3rd Season
98 Jeff Faulkner OL/DL 6-4 300 4/4/64 2nd Season
</TABLE>

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

* Injured Reserve

(1) WR--Wide Receiver; DB--Defensive Back; FB--Fullback; LB--Lineback; DS--
Defensive Specialist; OS--Offensive Specialist; QB--Quarterback;
OL--Offensive Line; DL--Defensive Line

26
<PAGE>
Player salaries range from $15,000 to $50,000 per season together with a
housing provision which averages approximately $400 per month per player. AFL
players sign one-year contracts with an additional one-year option season
granted to the team. Following the contract year, if a team and player cannot
agree on the option season salary, the player must either play for the original
option year salary or stay out during the option season, after which he is free
to negotiate with any team in the League. There are no player drafts, although
expansion teams are allowed to draw from a pool of players designated by each
AFL team.

ORLANDO ARENA

The Predators play in the Orlando Arena, which has a seating capacity of
approximately 16,000. Under the terms of the Predators' previous lease, which
expired at the end of the 1997 season, the Predators paid a rental which was the
higher of $7,500 per game or 8.5% of ticket sales for such game, up to a maximum
of $15,000 per game. The team did not share in any other arena revenue, such as
parking fees or concession sales. The Company has negotiated a new lease with
the Orlando Arena for the 1998 season (subject to approval by the Orlando City
Council) at approximately the same per game rental but which provides the
Company with an approximately 20% share of revenue generated from food and
beverage concessions in exchange for the Company reducing ticket prices by
approximately 15%. Although the Company believes it will be able to finalize a
mutually acceptable three to five year renewal lease, there can be no such
assurance. The loss of use of the Orlando Arena would substantially and
adversely affect the operations of the Predators and the Company.

COMPETITION

The Predators compete for sports entertainment dollars not only with other
professional sports teams but also with college athletics and other
sports-related entertainment. During parts of the AFL season, the Predators
compete in the city of Orlando with professional basketball and in the state of
Florida with professional hockey and professional baseball. In addition, the
colleges and universities in central Florida, as well as public and private
secondary schools, offer a full schedule of athletic events throughout the year.
The Predators also compete for attendance and advertising revenue with a wide
range of other entertainment and recreational activities available in central
Florida. On a broader scale, AFL teams compete with football teams fielded by
high schools and colleges, the NFL, the Canadian Football League and the World
Football League.

EMPLOYEES

In addition to its 24 active players, the Company employs eight football
personnel and nine non-football personnel. During the AFL season, the Company
also uses part-time employees from time to time. None of the Company's
employees, including its players, are covered by collective bargaining
agreements. The Company considers its relations with its employees to be good.

PROPERTIES

The Company leases its executive offices from First Union Bank on a
month-to-month basis. The rental rate, valued at $4,167 per month, is satisfied
through a trade-out with First Union Bank for Predator season tickets and other
advertising considerations.

Under the terms of the Predators' previous Orlando Arena lease, which
expired during the 1997 season, the Predators paid a rental which was the higher
of $7,500 per game or 8.5% of ticket sales for such game, up to a maximum of
$15,000 per game. The team did not share in any other arena revenue such as
parking fees or concession sales. The Company has negotiated a new lease with
the Orlando Arena for the 1998 season (subject to approval by the Orlando City
Council) at approximately the same per game rental but which provides the
Company with an approximately 20% share of revenue generated from food and
beverage concessions in exchange for the Company reducing ticket prices by
approximately 15%. Although the Company believes it will be able to finalize a
mutually acceptable three to five year renewal lease, there

27
<PAGE>

can be no such assurance. The loss of use of the Orlando Arena would
substantially and adversely affect the operations of the Predators and the
Company.

28
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Company's directors and executive officers are as follows.

<TABLE>
<CAPTION>
OFFICER/DIRECTOR
NAME AGE POSITION SINCE
- ------------------------------------------------ --- ----------------------------------------- -----------------
<S> <C> <C> <C>
William G. Meris................................ 31 Chairman of the Board of Directors 1997
Jack Youngblood................................. 47 President and Director 1997(1)
Alex S. Narushka................................ 36 Secretary, Treasurer and Chief 1997(1)
Financial Officer
Robert G. Flynn................................. 32 Chief Operating Officer 1997
Edgar J. Allen.................................. 50 Vice President--Sales and Marketing 1997
Alan N. Gagleard................................ 44 Director 1997
Thomas F. Winters, Jr., M.D..................... 44 Director 1997
</TABLE>

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

(1) Although newly elected executive officers of the Company, Messrs. Youngblood
and Narushka have held management positions with the Predators for three
years and four years, respectively.

Directors are elected at the Company's annual meeting of shareholders and
serve a term of one year or until their successors are elected and qualified.
Officers are appointed by the Board of Directors and serve at the discretion of
the Board of Directors, subject to the bylaws of the Company.

Following the Offering, the Company will establish an Audit Committee and
Compensation Committee composed of a majority of independent directors. The
Audit Committee will review the engagement and independence of the Company's
independent accountants, the audit and non-audit fees of the independent
accountants and the adequacy of the Company's internal accounting controls. The
Compensation Committee will consider the compensation and incentive arrangements
of the Company's executive officers.

The Company has agreed with the Representative that, for a period of 24
months from the date of closing of the Offering, the Company will allow an
observer designated by the Representative and acceptable to the Company to
attend all meetings of the Board of Directors. The observer will have no voting
rights, will be reimbursed for out-of-pocket expense incurred in attending
meetings and will be indemnified against any claims arising out of participation
at the meetings, including claims based on liabilities arising under the
securities laws.

The principal occupation of each director and executive officer of the
Company, for at least the past five years, is as follows:

WILLIAM G. MERIS was appointed the Company's Chairman in March 1997. Since
April 1996, Mr. Meris has also served as Chairman of the Board of Directors of
Interhealth Nutritionals, Inc., a privately-held nutrition supplement
manufacturer. He is also a Director of Gum Tech International, Inc., a
publicly-held specialty chewing gum manufacturer. Since June 1995, Mr. Meris has
been President and sole stockholder of WGM Corporation, which acts as the
General Partner of the Monolith Limited Partnership, a limited partnership which
is a principal stockholder of the Company. From January 1995 to June 1995, he
was also a co-manager of Meris Financial, Inc., a private investment and
consulting company. From October 1994 until March 1995, Mr. Meris was a co-owner
of Cyberia, Inc., a virtual reality entertainment firm. Mr. Meris was employed
by Prudential Securities, Inc., as a retail stockbroker from 1989 to April 1994.
Subsequently, he worked in the same capacity at Franklin-Lord, Inc. between May
and August of 1994. Mr. Meris earned a Bachelor of Science degree in Business
Administration from Arizona State University. During the AFL season, he devotes
approximately 60% of his time to the affairs of the Company and during the
remainder of the year devotes approximately 25% of his time to the affairs of
the Company.

28
<PAGE>
JACK YOUNGBLOOD, a 14-year veteran of the NFL, is in his third season with
the Predators. He was appointed Vice President of the Predators in February 1995
and President of the Company in April 1997. Mr. Youngblood directs and oversees
all aspects of the Predators' organization, including operations,
administration, marketing, sponsorship, television, radio, public relations and
ticket sales. From 1993 until he joined the team in 1995, Mr. Youngblood was a
radio talk show host in the Sacramento metropolitan area. During the 1991 and
1992 AFL seasons, he was director of marketing operations for the Sacramento
Surge ("Surge") of the World League of American Football and he also handled
color commentary on Surge radio and television broadcasts. His duties with Surge
included directing front office operations in the area of sponsorships, ticket
sales, corporate sales, advertising and marketing services. From 1985 to 1991,
Mr. Youngblood was employed by the Los Angeles Rams ("Rams") of the NFL. He also
worked as a color analyst on Rams broadcasts, while handling player relations,
public relations, community relations and marketing services. Mr. Youngblood is
considered one of the best defensive ends of his era having played professional
football with the Rams from 1971 to 1984. A first round draft pick in 1971, he
played in all 14 games of his rookie season and by 1973 was a full-time starter
for the Rams. Mr. Youngblood set a Rams team record by playing in 201
consecutive games and his 151 1/2 sacks rank as third on the all-time NFL list
behind Deacon Jones and Reggie White. He earned all-NFC honors six times, played
in seven Pro Bowls and was named to the SPORTING NEWS NFC all-star team six
times. He was twice the NFC's defensive player of the year. Mr. Youngblood was
an all-American defensive end for the University of Florida.

ALEX S. NARUSHKA joined the Company as the Predators' Assistant General
Manager in April 1994 and was appointed the Company's Secretary, Treasurer and
Chief Financial Officer in April 1997. From 1992 to 1994, he was employed by the
former Managing General Partner of the Predators. Mr. Narushka was the Director
of Finance for the Orlando Thunder of the World Football League in 1991 and was
Controller of the Orlando Renegades of the United States Football League from
1984 to 1986. He graduated from Auburn University with a degree in Business
Administration.

ROBERT G. FLYNN joined the Predators in September 1991, was appointed its
Director of Operations in 1995 and the Company's Chief Operating Officer in
April 1997. In these capacities, he oversees all game operations, merchandising,
internship program, game system maintenance, sponsorships and travel. He is
Director of the Winter Park YMCA and serves as chairman for the Alumni Sports
Committee of Trinity Preparatory School. Mr. Flynn earned a Masters degree in
Sports Administration from the University of Florida.

EDGAR J. ALLEN joined the Company as its Vice President--Sales and Marketing
in June 1997. From September 1996 until June 1997, Mr. Allen acted as an
independent sports consultant. From 1989 to 1996, he was Director of Sponsorship
and Broadcast Sales for the Orlando Magic of the National Basketball Association
where he was responsible for building sponsorship and broadcast sales revenue.
From 1974 to 1976, Mr. Allen was general manager of WHLQ-FM radio station and
from 1977 to 1980, was a regional executive for the Radio Advertising Bureau
(the commercial trade association of the radio business). From 1980 to 1983, he
was responsible for sales and marketing for Capital Broadcasting, a six-radio
station holding company based in Mobile, Alabama. From 1983 to 1989, Mr. Allen
was self-employed as a broadcast operating consultant.

ALAN N. GAGLEARD has been a practicing attorney since 1979 specializing in
tax law, employee benefits related law, pension and profit sharing plans, and
general civil litigation. He was also licensed as a certified public accountant
in the State of Michigan in 1973. Mr. Gagleard was employed by Coopers and
Lybrand and Price Waterhouse and Company, two major national accounting firms
prior to and during law school. In 1997, Mr. Gagleard became the President and
Chief Executive Officer of Sunwest P.E.O. Inc., a professional employer
organization based in Arizona. Mr. Gagleard graduated from the Detroit College
of Law in 1979.

THOMAS F. WINTERS, JR., M.D. A graduate of Brown University, Dr. Winters
received his medical degree in 1980 from the University of Connecticut. He
completed an internship in internal medicine at the

29
<PAGE>
Medical College of Virginia in Richmond, Virginia, a year of general surgery at
St. Francis Hospital and Medical Center in Hartford, Connecticut and an
orthopedic residency was at the University of Connecticut Health Center in
Farmington, Connecticut. Dr. Winters completed an A.O. Fellowship in Trauma in
Hanover, West Germany, followed by Fellowships in Sports Medicine and Adult
Reconstructive Surgery at the Brigham and Women's Hospital of Harvard Medical
School. At the Harvard Medical School he served as Assistant Team Physician for
the Department of Athletics of Harvard University. He has been involved with
teaching at both Harvard and now at Orlando Regional Medical Center. Dr. Winters
currently serves as Team Physician for the Orlando Predators; a designated
consultant for Major League Baseball, Inc.; Orthopedic Consultant for the Kansas
City Royals Baseball Organization, Orlando International Aquatic Center and
Brown's Gymnasium. He also works closely with area college and high school
athletes. Dr. Winters has concentrated on adult orthopedics, specifically,
Sports Medicine and Adult Reconstruction, which includes Total Joint
Replacement, since 1986. He has received patents for the design of rotational
components for total knee replacements, and for meniscal cartilage repair
following knee injuries.

EXECUTIVE COMPENSATION

The Company was organized in March 1997 to acquire, own and operate the
Predators. See "Prospectus Summary--Introduction." Accordingly, all of the
Company's executive officers commenced their employment with the Company in
March 1997, although Messrs. Youngblood and Narushka previously held
non-executive officer positions with Orlando Predators, Ltd. ("OPL"), the prior
owner of the Predators and Mr. Youngblood earned compensation from OPL of
approximately $100,000 for the year ended December 31, 1996. No executive
officer (except Mr. Youngblood) is expected to earn in excess of $100,000 in
salary and other compensation for the year ending December 31, 1997. The table
below reflects anticipated annual compensation payable to the Company's Chairman
and President for the year ending December 31, 1997, which will be the Company's
first year of operations.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
---------------------------------------
(A) (E) (F)
NAME AND PRINCIPAL (B) (C) (D) STOCK OTHER ANNUAL
POSITION YEAR SALARY($) BONUS($) OPTIONS COMPENSATION($)
- --------------------------------------------------------- --------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
William G. Meris......................................... 1997 0 0 5,000 $ 40,000(1)
Chairman
Jack Youngblood.......................................... 1997 60,000 (2) 34,500 (2)
President
</TABLE>

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

(1) Represents housing, automobile and travel allowances provided to Mr. Meris.

(2) In July 1997, the Company entered into a three-year employment agreement
with Mr. Youngblood providing for annual salaries of $60,000, $65,000 and
$70,000 over the ensuing three-year period. Mr. Youngblood will also receive
a commission ranging from 7% to 10% of all "Sponsorship Income" of the team,
which is defined as gross revenues generated in cash or by tradeout for any
expense that would constitute an expense on the Company's statement of
operations. In 1996, Mr. Youngblood received a commission of $45,000 based
upon total Sponsorship Income for the year ended December 31, 1996 of
$450,000. Under Mr. Youngblood's employment agreement, he was also granted
stock options to purchase up to 34,500 shares of the Company's Class A
Common Stock at $2.00 per share vesting over a three-year period and
exercisable until July 2007.

The Company's directors do not receive compensation for attending Board
meetings but are reimbursed for out-of-pocket expenses incurred in connection
therewith.

30
<PAGE>
1997 EMPLOYEE STOCK OPTION PLAN

In April 1997, the Company's stockholders adopted the Company's 1997
Employee Stock Option Plan (the "Plan"), which provides for the grant of stock
options intended to qualify as "incentive stock options" and "nonqualified stock
options" (collectively "stock options") within the meaning of Section 422 of the
United States Internal Revenue Code of 1986 (the "Code"). Stock options are
issuable to any officer, director, key employee or consultant of the Company.

The Company has reserved 150,000 shares of Class A Common Stock for issuance
under the Plan. The Plan is administered by the full Board of Directors, which
determines which individuals shall receive stock options, the time period during
which the stock options may be exercised, the number of shares of Class A Common
Stock that may be purchased under each stock option and the stock option price.

The per share exercise price of incentive stock options may not be less than
the fair market value of the Class A Common Stock on the date the option is
granted. The aggregate fair market value (determined as of the date the stock
option is granted) of the Class A Common Stock that any person may purchase
under an incentive stock option in any calendar year pursuant to the exercise of
incentive stock options may not exceed $100,000. No person who owns, directly or
indirectly, at the time of the granting of an incentive stock option, more than
10% of the total combined voting power of all classes of stock of the Company is
eligible to receive incentive stock options under the Plan unless the stock
option price is at least 110% of the fair market value of the Class A Common
Stock subject to the stock option on the date of grant.

No incentive stock options may be transferred by an optionee other than by
will or the laws of descent and distribution, and during the lifetime of an
optionee, the stock option may only be exercisable by the optionee. Stock
options may be exercised only if the stock option holder remains continuously
associated with the Company from the date of grant to the date of exercise. The
exercise date of a stock option granted under the Plan cannot be later than ten
years from the date of grant. Any stock options that expire unexercised or that
terminate upon an optionee's ceasing to be employed by the Company become
available once again for issuance. Shares issued upon exercise of a stock option
will rank equally with other shares then outstanding.

As of the date of this Prospectus, 138,000 stock options have been granted
under the Plan, including an aggregate of 79,500 stock options granted to
officers and directors of the Company exercisable at $2.00 per share.

31
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the
ownership of the Company's Class A and Class B Common Stock as of the date of
the Prospectus, by (i) each person who is known by the Company to own of record
or beneficially more than 5% of the Company's Class A and Class B Common Stock,
(ii) each of the Company's directors and (iii) all directors and officers of the
Company as a group. The stockholders listed in the table have sole voting and
investment powers with respect to the shares of Class A and Class B Common Stock
and their addresses are in care of the Company.

<TABLE>
<CAPTION>
PERCENTAGE OF CLASS
NUMBER OF SHARES ----------------------
BENEFICIALLY PRIOR TO AFTER
NAME OWNED OFFERING OFFERING
- -------------------------------------------------------------------------- ----------------- --------- -----------
<S> <C> <C> <C>
William G. Meris*(1)...................................................... 18,800 1.3% .8%
The Monolith Limited Partnership*(1)(4)................................... 1,276,500 92.5% 51.4%
Jack Youngblood(2)........................................................ 34,500 2.4% 1.4%
Alan N. Gagleard(3)(4).................................................... 122,300 8.7% 4.9%
Thomas F. Winters, Jr., M.D............................................... 5,000 .4% .2%
All directors and officers as a group (7 persons)(1)(2)(3)................ 1,478,300 100.0% 57.3%
</TABLE>

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

* May be deemed to be "founders" and "promoters" of the Company as those terms
are defined under the 1933 Act.

(1) The Monolith Limited Partnership ("Monolith") is a privately-held, Delaware
limited partnership which owns 1,276,500 shares of the Company's Class A
Common Stock as indicated above. The General Partner of Monolith is WGM
Corporation, a Delaware Corporation ("WGM"), of which William G. Meris is
the President and sole stockholder. The amount shown held by Mr. Meris
represents stock options to purchase up to 5,000 shares of the Company's
Class A Common Stock at $2.00 per share under the Company's 1997 Stock
Option Plan granted to Mr. Meris and stock options to purchase 13,800 shares
at $2.00 per share assigned to Meris Financial, Inc. by Monolith. See
"Certain Transactions."

(2) Includes stock options to purchase up to 34,500 shares of the Company's
Class A Common Stock at $2.00 per share until July 2007, which have not yet
vested.

(3) Includes (i) 103,500 shares of Class A Common Stock, (ii) stock options to
purchase an additional 13,800 shares of the Company's Class A Common Stock
from Monolith at $2.00 per share, and (iii) stock options to purchase up to
5,000 shares of the Company's Class A Common Stock at $2.00 per share under
the Company's 1997 Stock Option Plan.

(4) In addition to the Class A Common Stock set forth above, the Company has
issued and outstanding 1,000 shares of Class B Common Stock owned 925 shares
by Monolith (92.5%) and 75 shares by Gagleard (7.5%). See "Description of
Securities."

SELLING STOCKHOLDERS

The Company is registering by this Prospectus and at its expense 231,182
shares of Class A Common Stock held by Monolith and 18,818 shares of Class A
Common Stock held by Gagleard, the Company's largest stockholder and a director
of the Company, respectively. The Class A Common Stock may be sold from time to
time after the date hereof in public or private open market transactions
directly to purchasers or through brokerage firms at prevailing market prices
less customary commissions. The Underwriters and Selling Stockholders have no
plans, proposals, arrangements or understandings with respect to any
transactions involving the Selling Stockholders' securities. If there are
changes to the stated plan of distribution, including any plans, proposals,
arrangements or understandings involving the Underwriters or the distribution of
the Class A Common Stock, a post-effective amendment with current information
will

32
<PAGE>
first be filed with and declared effective by the Commission. Information
concerning the Selling Stockholders is set forth below. The Selling Stockholders
may be deemed to be "underwriters" within the meaning of the 1933 Act. All
registration expenses associated with the sale of the Selling Stockholders'
shares (excluding sales commissions) will be paid by the Company. The Selling
Stockholders' shares are subject to a 12 month lock-up agreement with the
Representative. See "Description of Securities--Class A Common Stock Eligible
for Future Sale."

<TABLE>
<CAPTION>
PERCENT OF CLASS TO
BE OWNED AFTER
PERCENT OF CLASS NUMBER OF OFFERING AND SALE OF
NUMBER OF OWNED PRIOR TO SHARES OFFERED SELLING
NAME OF SELLING STOCKHOLDER SHARES OWNED OFFERING FOR SALE STOCKHOLDERS' SHARES
- -------------------------------------------- ------------- ----------------- -------------- ---------------------
<S> <C> <C> <C> <C>
The Monolith Limited Partnership............ 1,276,500(1) 92.5% 231,182 42.1%
Alan N. Gagleard............................ 122,300(2) 8.7% 18,818 4.1%
</TABLE>

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

(1) Monolith owns 1,276,500 shares of the Company's Class A Common Stock as
indicated above. The General Partner of Monolith is WGM Corporation, a
Delaware Corporation ("WGM"), of which William G. Meris is the President and
sole stockholder.

(2) Includes (i) 103,500 shares of Class A Common Stock, (ii) stock options to
purchase an additional 13,800 shares of the Company's Class A Common Stock
from Monolith at $2.00 per share, and (iii) stock options to purchase up to
5,000 shares of the Company's Class A Common Stock at $2.00 per share under
the Company's 1997 Stock Option Plan.

CERTAIN TRANSACTIONS

In February 1997, The Monolith Limited Partnership ("Monolith") purchased
92.5% and Alan N. Gagleard ("Gagleard") purchased 7.5% of the Predators from
Orlando Predators, Ltd. ("OPL"), a non-affiliated Florida limited partnership
for a purchase price of $2,325,000 including $1,875,000 in cash, $180,000 in the
form of a promissory note payable to OPL and the issuance of $225,000 of
Monolith limited partnership interests to OPL. In March 1997, Monolith organized
the Company and transferred its 92.5% ownership of the Predators to the Company
in exchange for the issuance by the Company of 1,276,500 shares of its common
stock to Monolith (valued at $.34 per share), the issuance of a promissory note
bearing interest at 8% per annum payable to Monolith in the amount of $1,295,000
due the earlier of December 31, 1998 or the closing of the Offering and the
assumption by the Company of the $180,000 promissory note obligation to OPL. At
the same time, Gagleard transferred his 7.5% ownership of the Predators to the
Company in exchange for 103,500 shares of its common stock (valued at $.48 per
share) and the issuance of a promissory note payable to Gagleard in the amount
of $105,000 carrying the same terms as the Monolith promissory note. Also in
March 1997, Mr. Meris, the President of WGM Corporation, the corporate general
partner of Monolith, became the Chairman of the Company and Gagleard became a
director.

In June 1997, the Company paid the $180,000 promissory note due OPL and
Monolith repurchased the $225,000 of Monolith limited partnership interests from
OPL for $225,000 in cash. At the same time, Monolith borrowed $112,500 from
Gagleard, evidenced by a non-interest bearing promissory note due the earlier of
December 31, 1998 or the closing of the Offering. As additional consideration
for the loan, Monolith granted Gagleard an option to purchase 13,800 shares of
the Company's common stock owned by Monolith for $2.00 per share.

Meris Financial, Inc., an affiliate of William G. Meris, the Company's
Chairman, earned a consulting fee of $5,000 plus reimbursement of its expenses
for providing administrative assistance to the Company in connection with the
Offering.

Between March and November 1997 Monolith and Gagleard loaned the Company
$862,537 and $120,291, respectively for working capital evidenced by promissory
notes bearing interest at 8% per annum due the earlier of December 31, 1998 or
the closing of the Offering. See "Use of Proceeds."

33
<PAGE>

In November 1997 the Company (i) issued 1,276,500 shares of its Class A
Common Stock and 925 shares of its Class B Common Stock to Monolith in exchange
for 1,276,500 shares of its then-voting common stock and $4,625 in cash and (ii)
issued 103,500 shares of its Class A Common Stock and 75 shares of its Class B
Common Stock to Gagleard in exchange for 103,500 shares of its then-voting
common stock and $375 in cash. The Class B Common Stock was issued to Monolith
and Gagleard at $5.00 per share, the same price as the Offering price per share.
Prior to the exchange, Monolith and Gagleard owned all of the then-voting common
stock and continued to do so following the exchange. The Class B Common Stock
was issued to satisfy the control requirements of the AFL. The AFL Bylaws
require League approval before an AFL team may become publicly held. In the case
of the Company, League approval was conditioned upon the League's requirement
that voting control of the Company would remain in the hands of its two existing
stockholders (Monolith and Gagleard). The League requirement was satisfied by
the Company through creation of the Class B Common Stock each share of which
votes the equivalent of 10,000 shares of Class A Common Stock. See "Arena
Football--Restrictions on Ownership" and "Description of Securities."

In July 1997 Monolith granted options to purchase 90,365 shares of the
Company's Common Stock owned by Monolith and exercisable at $2.00 per share to
four persons, including Gagleard (13,800 options) and Meris Financial, Inc.
(13,800 options).

The Company believes the terms of the above transactions were fair,
reasonable and consistent with terms that could be obtained from nonaffiliated
third parties. All future transactions with affiliates of the Company will be
approved by the disinterested members of the Company's Board of Directors.
Moreover, the Company's securities (other than stock options under the Company's
1997 Employee Stock Option Plan) may not be issued to management, promoters or
their respective associates or affiliates without obtaining (i) a fairness
opinion from a qualified brokerage firm or appraiser confirming the fairness of
the consideration to be received by the Company for the issuance of any such
securities and (ii) written approval of the securities issuance by a majority of
the Company's disinterested directors.

DESCRIPTION OF SECURITIES

UNITS

Each Unit offered hereby consists of two shares of Class A Common Stock and
one Warrant. The Common Stock and Warrants have been approved for listing on
NASDAQ and are separately transferable as of the date of this Prospectus. The
Units have not been listed with, and will not trade on, NASDAQ.

CLASS A AND CLASS B COMMON STOCK

The Company is authorized to issue 15,000,000 shares of no par value Common
Stock ("Common Stock"), of which 1,380,000 shares of Class A Common Stock are
outstanding as of the date of this Prospectus held by two stockholders. In
addition, the Company has issued 1,000 shares of no par value Class B Common
Stock. The Class A Common Stock and Class B Common Stock are identical in all
respects except that each share of Class A Common Stock is entitled to one vote
and each share of Class B Common Stock is entitled to 10,000 votes. The Class B
Common Stock was issued to satisfy certain control requirements of the AFL. See
"Arena Football--Restrictions on Ownership" and "Certain Transactions." Upon
issuance, shares of Common Stock are not subject to further assessment or call.
Subject to the prior rights of any series of preferred stock which may be issued
by the Company in the future, holders of Common Stock are entitled to receive
ratably such dividends that may be declared by the Board of Directors out of
funds legally available therefor, and, in the event of the liquidation,
dissolution or winding up of the Company, are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of Common Stock have no
preemptive rights or rights to convert their Common Stock into any other
securities. The outstanding Common Stock is, and the Common Stock to be
outstanding upon completion of the Offering will be, validly issued, fully paid
and nonassessable. The holders of the Class B Common Stock are entitled to
convert each share of Class B Common Stock into one share of Class A Common
Stock.

34
<PAGE>
REDEEMABLE WARRANTS

Each Warrant represents the right to purchase one share of Class A Common
Stock at an initial exercise price of $7.50 per share for a period of five years
from the date hereof. The exercise price and the number of shares issuable upon
exercise of the Warrants are subject to adjustment in certain events, including
the issuance of Class A Common Stock as a dividend on shares of Class A Common
Stock, subdivisions or combinations of the Class A Common Stock or similar
events. The Warrants do not contain provisions protecting against dilution
resulting from the sale of additional shares of Class A Common Stock for less
than the exercise price of the Warrants or the current market price of the
Company's securities.

Warrants may be redeemed in whole or in part, at the option of the Company,
upon 30 days' notice, at a redemption price equal to $.01 per Warrant if the
closing price of the Company's Class A Common Stock on NASDAQ is at least $7.50
per share for 20 consecutive trading days, ending not earlier than five days
before the Warrants are called for redemption.

Holders of Warrants may exercise their Warrants for the purchase of shares
of Class A Common Stock only if a current prospectus relating to such shares is
then in effect and only if such shares are qualified for sale, or deemed to be
exempt from qualification, under applicable state securities laws. The Company
will use its best efforts to maintain a current prospectus relating to such
shares of Class A Common Stock at all times when the market price of the Class A
Common Stock exceeds the exercise price of the Warrants until the expiration
date of the Warrants, although there can be no assurance that the Company will
be able to do so.

The shares of Class A Common Stock issuable upon exercise of the Warrants
will be, when issued in accordance with the Warrants, fully paid and
non-assessable. The holders of the Warrants have no rights as stockholders until
they exercise their Warrants.

For the life of the Warrants, the holders thereof are given the opportunity
to profit from a rise in the market for the Company's Class A Common Stock, with
a resulting dilution in the interest of all other stockholders. So long as the
Warrants are outstanding, the terms on which the Company could obtain additional
capital may be adversely affected. The holders of the Warrants might be expected
to exercise them at a time when the Company would, in all likelihood, be able to
obtain any needed capital by a new offering of securities on terms more
favorable than those provided by the Warrants.

The Class A Common Stock and Warrants offered hereby have been approved for
listing on the Nasdaq SmallCap Market.

PREFERRED STOCK

The Company is authorized to issue 1,500,000 shares of preferred stock, no
par value (the "Preferred Stock"). The Preferred Stock may, without action by
the stockholders of the Company, be issued by the Board of Directors from time
to time in one or more series for such consideration and with such relative
rights, privileges and preferences as the Board may determine. Accordingly, the
Board has the power to fix the dividend rate and to establish the provisions, if
any, relating to voting rights, redemption rate, sinking fund, liquidation
preferences and conversion rights for any series of Preferred Stock issued in
the future.

It is not possible to state the actual effect of any other authorization of
Preferred Stock upon the rights of holders of Common Stock until the Board
determines the specific rights of the holders of any other series of Preferred
Stock. The Board's authority to issue Preferred Stock also provides a convenient
vehicle in connection with possible acquisitions and other corporate purposes,
but could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock. Accordingly, the issuance of
Preferred Stock may be used as an "anti-takeover" device without further action
on the part of the stockholders of the Company, and may adversely affect the
holders of the common stock. The Company has not issued any Preferred Stock and
has no current intention to do so.

35
<PAGE>
CLASS A COMMON STOCK ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, there will be 2,480,000 shares of Class A
Common Stock outstanding (excluding shares issuable upon issuance of the
Warrants, the Overallotment Option or the Representative's Unit Warrant), of
which 1,100,000 shares and 550,000 shares underlying the Warrants together with
250,000 shares of Class A Common Stock offered on behalf of the Selling
Stockholders are being registered in the Offering and will be freely tradeable
without restriction subject to the lock-up agreement described below (unless
purchased by "affiliates" of the Company as this term is defined under the 1933
Act). The remaining 1,130,000 shares have not been registered under the 1933 Act
and are therefore "restricted securities" under Rule 144 of the 1933 Act. ("Rule
144")

In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one-year holding period, subject to certain
requirements concerning the availability of public information and the manner
and notice of sale, may sell within any three-month period, a number of shares
which does not exceed the greater of one percent of the then outstanding common
shares (approximately 24,800 shares immediately after the Offering assuming no
exercise of the Warrants, the Overallotment Option or the Representative's Unit
Warrant) or the average weekly trading volume during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain circumstances, the sale
of shares by a person without any quantity limitation, so long as such person is
not an affiliate of the Company, has not been an affiliate for three months
prior to the sale and has beneficially owned the shares for at least two years.
All 1,130,000 shares will be available for resale under Rule 144 in March 1998
subject to the lock-up agreements described below. The Company is unable to
predict the effect that any sales, under Rule 144 or otherwise, may have on the
then prevailing market price of the Class A Common Stock.

All of the Company's stockholders (including the Selling Stockholders) have
agreed in lock-up agreements signed with the Representative not to sell or
otherwise dispose of any of their shares of Class A Common Stock for a period of
12 months from the date of this Prospectus without the prior written consent of
the Representative. No prediction can be made as to the effect, if any, that
sales of Class A Common Stock or the availability of such shares for sale will
have on the market price of the Class A Common Stock. Nevertheless, the
possibility that substantial amounts of Class A Common Stock may be sold in the
public market with the Representative's consent soon after completion of the
Offering, may adversely affect prevailing market prices for the Class A Common
Stock and could impair the Company's ability to raise capital through the sale
of its equity securities.

The Company has granted certain demand and piggy-back registration rights to
the Representative with respect to the Representative's Unit Warrant as well as
the Class A Common Stock issuable upon exercise of the Representative's Unit
Warrant. The Company may also register the Class A Common Stock underlying its
1997 Employee Stock Option Plan in the future. See "Management--1997 Employee
Stock Option Plan" and "Underwriting."

TRANSFER AGENT AND WARRANT AGENT

The Company has appointed Corporate Stock Transfer, Inc., 370 17th Street,
Suite 2350, Denver, Colorado 80202, as its transfer agent and warrant agent.

DIVIDENDS

The Company has not paid dividends on its Class A and Class B Common Stock
since inception and does not plan to pay dividends in the foreseeable future.
Earnings, if any, will be retained to finance growth.

36
<PAGE>
LIMITATION ON LIABILITY

The Company's bylaws provide that a director shall not be personally liable
to the Company or its stockholders for any action taken or any failure to act to
the full extent permitted by the Florida Business Corporation Act. The effect of
this provision in the bylaws is to eliminate the rights of the Company and its
stockholders, through stockholders' derivative suits on behalf of the Company,
to recover monetary damages from a director for breach of the fiduciary duty of
care as a director including breaches resulting from negligent or grossly
negligent behavior. This provision does not limit or eliminate the rights of the
Company or any stockholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care or to seek
monetary damages for (i) a violation of criminal law, (ii) unlawful payment of
dividends or other distribution under Florida law, (iii) a transaction in which
a director derived an improper personal benefit, (iv) willful misconduct, or (v)
reckless, malicious or wanton acts.

37
<PAGE>
UNDERWRITING

The Underwriters named below acting through First Midwest Securities, Inc.
as the lead managing underwriter (the "Representative") and Berry-Shino
Securities, Inc. as the co-managing underwriter have severally agreed, subject
to the terms and conditions of the Underwriting Agreement, to purchase on a firm
commitment basis from the Company the number of Units set forth opposite their
names.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER UNITS
- ---------------------------------------------------------------------------------- -----------
<S> <C>
First Midwest Securities, Inc.
Berry-Shino Securities, Inc.

Total......................................................................... 550,000
-----------
-----------
</TABLE>

The Company has been advised by the Representative that the Underwriters
propose to offer the Units purchased by them directly to the public at the
public offering price set forth on the cover page of this Prospectus and to
certain dealers at a maximum price of $____________ per Unit. Any changes in the
price of the Units or selling terms after the initial distribution of the Units
offered hereby will not affect the amount of net proceeds to be received by the
Company as set forth on the cover page of this Prospectus. The Underwriters are
obligated to purchase and pay for all of the Units, if any Units are taken.
After the initial public offering of the Units, the offering price and the
selling terms may be changed by the Underwriters.

The Company has granted the Representative an Overallotment Option,
exercisable within 30 days from the date of this Prospectus, to purchase up to
82,500 Units solely to cover overallotments.

The Underwriters will purchase the Units (including Units subject to the
Overallotment Option) from the Company at a price of $10.00 per Unit. In
addition, the Company has agreed to pay to the Representative a 3%
nonaccountable expense allowance on the aggregate initial public offering price
of the Units, including Units subject to the Overallotment Option. The
Overallotment Option may only be exercised by the Representative.

The offering price of the Units and the exercise price of the Warrants were
determined by negotiations between the Company and the Representative based upon
such factors as the Company's historical revenues and earnings, the percentage
of the Company's outstanding securities to be offered hereby, the experience of
the Company's management and the prospects for the Company and its competitors
within the sports entertainment industry.

The Company has agreed to issue the Representative's Unit Warrant to the
Representative for a consideration of $100. The Representative's Unit Warrant is
exercisable at any time during the four-year period commencing one year from the
date of this Prospectus to purchase up to 55,000 Units for $12.00 per Unit. The
terms of the Warrants comprising a part of the Representative's Unit Warrant are
identical to the terms of the Warrants. The Representative shall not sell,
transfer, pledge or hypothecate for a period of 12 months from the effective
date of the Offering, the Representative's Unit Warrant except (i) to an
Underwriter or a partner or officer of an Underwriter or (ii) by will or
operation of law. The Representative's Unit Warrant bears a restrictive legend
describing the restrictions set forth herein and stating the time period for
which the restrictions are applicable. During the term of the Representative's
Unit Warrant, the holders thereof are given the opportunity to profit from a
rise in the market price of the

38
<PAGE>
Company's securities. The Company may find it more difficult to raise additional
equity capital while the Representative's Unit Warrant is outstanding. At any
time at which the Representative's Unit Warrant is likely to be exercised, the
Company would probably be able to obtain additional equity capital on more
favorable terms. Any profit realized on the sale of the Representative's Unit
Warrant or the underlying securities may be deemed additional underwriting
compensation. The Company has registered the Units underlying the
Representative's Unit Warrant under the 1933 Act. If the Company files a
registration statement under the provisions of the 1933 Act at any time for a
period of four years commencing one year from the date of this Prospectus, the
holders of the Representative's Unit Warrant or underlying Units will have the
right, subject to certain conditions, to include in such registration statement,
at the Company's expense, all or part of the underlying Units at the request of
the holders. Additionally, the Company has agreed, for a period of four years
commencing one year from the date of this Prospectus, on demand of the holders
of a majority of the Representative's Unit Warrant or the Units issued
thereunder, to register the Units underlying the Representative's Unit Warrant
one time at the Company's expense. The registration of securities pursuant to
the Representative's Unit Warrant may result in substantial expense to the
Company at a time when it may not be able to afford such expense and may impede
future financing. The Company may find that the terms on which it could obtain
additional capital may be adversely affected while the Representative's Unit
Warrant is outstanding. The number of Units issuable under the Representative's
Unit Warrant and the exercise price are subject to adjustment under certain
events to prevent dilution.

In connection with the Offering, the Underwriters may purchase and sell the
Class A Common Stock and Warrants in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the Offering. Stabilizing
transactions consist of certain bids or purchases for the purposes of preventing
or retarding a decline in the market price of the Class A Common Stock and
Warrants; and syndicate short positions involve the sale by the Underwriters of
a greater number of shares of Class A Common Stock or of Warrants than they are
required to purchase from the Company in the Offering. The Underwriters also may
impose a penalty bid, whereby selling concessions allowed to syndicate members
or other broker-dealers in respect of the Class A Common Stock and Warrants sold
in the Offering for their account may be reclaimed by the syndicate if such
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Class A Common Stock and Warrants, which may be higher than
the price that might otherwise prevail in the open market; and these activities,
if commenced, may be discontinued at any time. These transactions may be
effected on NASDAQ in the over-the-counter market or otherwise.

All of the Company's stockholders including the Selling Stockholders have
agreed, pursuant to lock-up agreements with the Representative, not to sell or
otherwise dispose of any of their shares of Class A Common Stock for a period of
12 months from the date of this Prospectus without the prior written consent of
the Representative. There are no plans, proposals, arrangements or
understandings by or with the Representative to waive or shorten any lock-up
agreements with the Company's stockholders.

The Company has agreed to pay Meris Financial, Inc., an affiliate of William
G. Meris, a consulting fee of $5,000 plus reimbursement of any out of pocket
expenses for providing administrative assistance to the Company in connection
with the Offering. See "Certain Transactions."

39
<PAGE>
The foregoing does not purport to be a complete statement of the terms and
conditions of the Underwriting Agreement, copies of which are on file at the
offices of the Representative, the Company and the Commission. See "Available
Information."

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the 1933 Act, or to contribute to
payments that any Underwriter may be required to make in respect thereof. The
Representative does not intend to sell the Units to any accounts over which it
exercises discretionary authority.

LEGAL MATTERS

The validity of the Class A Common Stock and Warrants comprising the Units
offered hereby will be passed upon for the Company by the Law Office of Gary A.
Agron, Englewood, Colorado. Certain legal matters in connection with the
Offering will be passed upon for the Representative by Niebler & Muren, S.C.,
Brookfield, Wisconsin.

EXPERTS

The financial statements of the Company for the period ended March 31, 1997
and for the years ended December 31, 1996 and 1995, appearing in this
Prospectus, have been audited by AJ. Robbins, P.C., independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form SB-2 under the 1933 Act with
respect to the Units offered hereby. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto, certain items of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Units,
reference is hereby made to the Registration Statement and such exhibits and
schedules filed as a part thereof, which may be inspected without charge at the
public reference section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at the regional offices of the
Commission located at 7 World Trade Center, New York, New York 10048 and at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of all or any portion of the Registration Statement may
be obtained from the Public Reference Section of the Commission upon payment of
prescribed fees.

The Company will be subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith will file reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information may be
inspected at the public reference facilities of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material
can be obtained at prescribed rates from the Commission at such address. Such
reports, proxy statements and other information can also be inspected at the
Commission's regional offices at the addresses indicated above.

40
<PAGE>
INDEX

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
THE ORLANDO PREDATORS ENTERTAINMENT, INC. UNAUDITED PROFORMA FINANCIAL STATEMENTS
Unaudited Proforma Explanatory Headnote.................................................................. F-2
Unaudited Proforma Statements of Operations.............................................................. F-3
Notes to Unaudited Proforma Financial Statements......................................................... F-5

THE ORLANDO PREDATORS ENTERTAINMENT, INC.
Independent Auditors' Report............................................................................. F-6
Financial Statements:
Balance Sheets......................................................................................... F-7
Statements of Operations............................................................................... F-8
Statements of Changes in Stockholders' Equity (Deficit)................................................ F-9
Statements of Cash Flows............................................................................... F-10
Notes to Financial Statements............................................................................ F-11

ORLANDO PREDATORS, A DIVISION OF ORLANDO PREDATORS, LTD.
Independent Auditors' Report............................................................................. F-20
Financial Statements:
Balance Sheet.......................................................................................... F-21
Statements of Operations............................................................................... F-22
Statements of Changes in Division Equity (Deficit)..................................................... F-23
Statements of Cash Flows............................................................................... F-24
Notes to Financial Statements............................................................................ F-25
</TABLE>

F-1
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
UNAUDITED PROFORMA FINANCIAL INFORMATION
EXPLANATORY HEADNOTE

INTRODUCTION

The following unaudited proforma financial statements give effect to the
acquisition of The Orlando Predators, a Division of Orlando Predators, Ltd.
(Predators) by The Orlando Predators Entertainment, Inc. (the Company) and the
completion of the proposed public offering of common stock and is based on the
estimates and assumptions set forth herein and in the notes to such statements.
This proforma information has been prepared utilizing the historical financial
statements and notes thereto, which are incorporated by reference herein. The
proforma financial data does not purport to be indicative of the results which
actually would have been obtained had the acquisition been effected on the date
indicated or the results which may be obtained in the future.

Revenues and related game expenses are recorded at the time games are
played. General, administrative, selling and promotional expenses are recognized
as incurred.

The proforma statement of operations for the nine months ended September 30,
1997 includes the operating results of the Company for the period February 14,
1997 to September 30, 1997 and the operating results of the predecessor owners
of the Predators for the period January 1, 1997 to February 13, 1997. The
proforma statement of operations for the year ended December 31, 1996 consists
of the operating results of the predecessor owners of the Predators.

ACQUISITION

On February 13, 1997, the Company acquired substantially all of the assets
and the business of the Orlando Predators, a Division of Orlando Predators, Ltd.
(Predators). The assets consist primarily of the Orlando Arena Football League
(AFL) membership, game and office equipment. The purchase price for the team,
purchased by Monolith Limited Partnership (Monolith) as an agent for the
Company, was $2,325,000 comprised of $1,875,000 in cash, $180,000 note which is
payable in February, 1998, assumption of $45,000 in commissions payable, and
$225,000 of Monolith interests.

The purchase price for the Predators has been allocated as follows:

<TABLE>
<S> <C>
AFL Membership.................................................. $1,989,860
Game equipment system........................................... 225,721
Office equipment................................................ 41,948
Prepaid expenses................................................ 67,471
---------
Total Purchase Price.......................................... 2,325,000
Monolith units.................................................. (225,000)
Note payable.................................................... (180,000)
Commissions payable............................................. (45,000)
---------
Cash paid at closing............................................ $1,875,000
---------
---------
</TABLE>

F-2
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
UNAUDITED PROFORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
THE ORLANDO
ORLANDO PREDATORS
PREDATORS FOR ENTERTAINMENT, THE ORLANDO
THE PERIOD ORLANDO INC. FOR THE PREDATORS PROFORMA NINE
JANUARY 1 TO PREDATORS PERIOD FEBRUARY 14 ENTERTAINMENT, INC. MONTHS ENDED
FEBRUARY 13, PROFORMA TO SEPTEMBER 30, PROFORMA SEPTEMBER 30,
1997 ADJUSTMENTS 1997 ADJUSTMENTS 1997
------------- ------------- ------------------ ------------------- -------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
REVENUES:
Ticket revenues............ $ -- $ -- $1,508,127 $ -- $1,508,127
Play-off game ticket
revenues................. -- -- 140,318 -- 140,318
Play-off game revenue
sharing.................. -- -- 45,000 -- 45,000
Local television and radio
broadcast rights......... -- -- 87,632 -- 87,632
Advertising and
promotions............... -- -- 641,651 -- 641,651
Advertising and promotions,
related party............ -- -- 50,000 -- 50,000
League revenue............. -- -- 181,250 -- 181,250
Other...................... -- -- 6,588 -- 6,588
------------- ------------- ------------------ ------- -------------
Total Revenues........... -- -- 2,660,566 -- 2,660,566
------------- ------------- ------------------ ------- -------------
COSTS AND EXPENSES:
Operations................. -- -- 1,825,392 -- 1,825,392
Operations, related
party.................... -- -- 5,362 -- 5,362
Selling and promotional
expenses................. -- -- 399,351 -- 399,351
League assessments......... -- -- 224,622 -- 224,622
General and
administrative........... 65,792 -- 638,246 -- 704,038
Amortization............... 1,172 5,021(2) 30,130 -- 36,323
Depreciation............... 1,469 (632)(2) 21,505 -- 22,342
------------- ------------- ------------------ ------- -------------
Total Costs and
Expenses............... 68,433 4,389 3,144,608 -- 3,217,430
------------- ------------- ------------------ ------- -------------
OPERATING INCOME (LOSS)...... (68,433) (4,389) (484,042) -- (556,864)
------------- ------------- ------------------ ------- -------------
OTHER INCOME (EXPENSE):
Interest expense........... -- -- (67,581) 67,581(3) --
Interest income............ 729 -- 5,875 -- 6,604
------------- ------------- ------------------ ------- -------------
Net Other Income
(Expense).............. 729 -- (61,706) 67,581 6,604
------------- ------------- ------------------ ------- -------------
NET INCOME (LOSS)............ $ (67,704) $ (4,389) $ (545,748) $ 67,581 $ (550,260)
------------- ------------- ------------------ ------- -------------
------------- ------------- ------------------ ------- -------------
NET LOSS PER SHARE........... $ (.22)(6)
-------------
-------------
Weighted Average Number of
Common Shares Outstanding.. 2,480,000(5)
-------------
-------------
</TABLE>

See Accompanying Headnote and Notes to Proforma Financial Statements

F-3
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
UNAUDITED PROFORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
ORLANDO
PREDATORS
FOR THE YEAR ORLANDO
ENDED PREDATORS PROFORMA YEAR
DECEMBER 31, PROFORMA ENDED DECEMBER
1996 ADJUSTMENTS 31, 1996
------------ -------------- ----------------
<S> <C> <C> <C>
REVENUES:
Ticket revenues................................................ $1,871,039 $ -- $ 1,871,039
Play-off game revenue sharing.................................. 40,000 -- 40,000
Local television and radio broadcast rights.................... 89,682 -- 89,682
Advertising and promotions..................................... 792,320 43,899(4) 836,219
Advertising and promotions, related parties.................... 43,899 (43,899)(4) --
League revenue................................................. 17,783 -- 17,783
Other.......................................................... 34,660 -- 34,660
------------ -------------- ----------------
Total Revenues............................................... 2,889,383 -- 2,889,383
------------ -------------- ----------------
COSTS AND EXPENSES:
Operations..................................................... 2,180,734 13,023(4) 2,193,757
Operations, related party...................................... 13,023 (13,023)(4) --
Selling and promotional expenses............................... 443,405 -- 443,405
League assessments............................................. 151,379 -- 151,379
General and administrative..................................... 606,222 19,415(4) 625,637
General and administrative, related party...................... 19,415 (19,415)(4) --
Amortization................................................... 10,175 39,572(2) 49,747
Depreciation................................................... 29,662 9,044(2) 38,706
------------ -------------- ----------------
Total Costs and Expenses..................................... 3,454,015 48,616 3,502,631
------------ -------------- ----------------
OPERATING (LOSS) (564,632) (48,616) (613,248)
------------ -------------- ----------------
OTHER INCOME:
Interest income................................................ 3,325 -- 3,325
------------ -------------- ----------------
Net Other Income............................................. 3,325 -- 3,325
------------ -------------- ----------------
NET LOSS......................................................... $ (561,307) $ (48,616) $ (609,923)
------------ -------------- ----------------
------------ -------------- ----------------
NET LOSS PER SHARE............................................... $ (.25)(6)
----------------
----------------
Weighted Average Number of Common Shares Outstanding............. 2,480,000(5)
----------------
----------------
</TABLE>

See Accompanying Headnote and Notes to Proforma Financial Statements.

F-4
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
NOTES TO UNAUDITED PROFORMA FINANCIAL STATEMENTS

NOTE 1--PROFORMA ADJUSTMENTS

The adjustments relating to the statements of operations are computed
assuming the acquisition of the Predators occurred and the proposed public
offering of common stock was completed at the beginning of the periods
presented.

NOTE 2--DEPRECIATION AND AMORTIZATION

Increased depreciation expense reflects the additional costs of assets
acquired. Additional amortization reflects amortization of AFL membership using
the straight-line method over 40 years and the increased cost of the AFL
membership.

NOTE 3--INTEREST EXPENSE

The decrease assumes the completion of the proposed public offering of
common stock which precludes the requirement of debt and related interest
expense.

NOTE 4--RELATED PARTY TRANSACTIONS

Reflects reclassification of transactions with related parties, who are no
longer related parties.

NOTE 5--WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

Includes the weighted average shares of the Company's common stock in the
proposed public offering of common stock.

NOTE 6--PROFORMA NET LOSS PER SHARE

Proforma net loss per share is calculated assuming that the 2,480,000 shares
of the Company's common stock are outstanding for the entire period presented.

F-5
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors

The Orlando Predators Entertainment, Inc.

Orlando, Florida

We have audited the accompanying balance sheet of The Orlando Predators
Entertainment, Inc. as of March 31, 1997, and the related statements of
operations, changes in stockholders' equity (deficit) and cash flows from
February 14, 1997 (inception) to March 31, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 The Orlando Predators
Entertainment, Inc. as of March 31, 1997 and the results of its operations and
its cash flows for the period ended March 31, 1997, in conformity with generally
accepted accounting principles.

AJ. ROBBINS, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

AND CONSULTANTS

Denver, Colorado

May 30, 1997

Except for Note 12 as to

which the date is September 5, 1997

F-6
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
MARCH 31,
1997
------------ SEPTEMBER 30,
1997
-------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash............................................................................... $ 357,982 $ 156,100
Accounts receivable................................................................ 688,956 25,867
Stock subscriptions receivable..................................................... 49,709 --
Inventory.......................................................................... 19,985 32,457
Receivable from employees.......................................................... 7,098 30,246
Prepaid expenses................................................................... 333,982 1,656
------------ -------------
Total Current Assets............................................................. 1,457,712 246,326
PROPERTY AND EQUIPMENT, at cost, net................................................. 266,832 268,294
MEMBERSHIP COST, net................................................................. 1,983,667 1,960,841
OTHER INTANGIBLES, net............................................................... -- 38,889
RESTRICTED INVESTMENT................................................................ 100,000 100,000
DEFERRED OFFERING COSTS.............................................................. -- 101,644
OTHER ASSETS......................................................................... 1,700 6,408
------------ -------------
$ 3,809,911 $ 2,722,402
------------ -------------
------------ -------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses.............................................. $ 146,767 $ 150,426
Due to League...................................................................... 8,000 6,000
Accrued interest................................................................... 1,023 --
Accrued interest, stockholder...................................................... -- 65,142
Deferred revenue................................................................... 1,858,749 280,958
Note payable....................................................................... 90,098 --
Notes payable, stockholders........................................................ 1,295,000 2,277,828
------------ -------------
Total Current Liabilities........................................................ 3,399,637 2,780,354
------------ -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, 1,500,000 shares authorized; none issued or outstanding........... -- --
Common stock, 15,000,000 shares authorized; 1,380,000 issued and outstanding....... 487,796 487,796
Retained earnings (deficit)........................................................ (77,522) (545,748)
------------ -------------
Total Stockholders' Equity (Deficit)............................................. 410,274 (57,952)
------------ -------------
$ 3,809,911 $ 2,722,402
------------ -------------
------------ -------------
</TABLE>

See Accompanying Notes to Financial Statements.

F-7
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
PERIOD
FEBRUARY 14
TO MARCH 31,
1997
------------- FOR THE
PERIOD
FEBRUARY 14
TO SEPTEMBER
30, 1997
-------------
(UNAUDITED)
<S> <C> <C>
REVENUES:
Ticket revenues.................................................................. $ -- $ 1,508,127
Play-off game ticket revenues.................................................... -- 140,318
Play-off game revenue sharing.................................................... -- 45,000
Local television and radio broadcast rights...................................... -- 87,632
Advertising and promotions....................................................... -- 641,651
Advertising and promotions, related party........................................ -- 50,000
League revenue................................................................... -- 181,250
Other............................................................................ -- 6,588
------------- -------------
Total Revenues................................................................. -- 2,660,566
------------- -------------
COSTS AND EXPENSES:
Operations....................................................................... -- 1,825,392
Operations, related party........................................................ -- 5,362
Selling and promotional expenses................................................. 3,140 399,351
League assessments............................................................... -- 224,622
General and administrative....................................................... 68,054 638,246
Amortization..................................................................... 6,193 30,130
Depreciation..................................................................... 837 21,505
------------- -------------
Total Costs and Expenses....................................................... 78,224 3,144,608
------------- -------------
OPERATING INCOME (LOSS)............................................................ (78,224) (484,042)
------------- -------------
OTHER INCOME (EXPENSE):
Interest expense................................................................. (1,023) (67,581)
Interest income.................................................................. 1,725 5,875
------------- -------------
Net Other Income (Expense)..................................................... 702 (61,706)
------------- -------------
NET INCOME (LOSS).................................................................. $ (77,522) $ (545,748)
------------- -------------
------------- -------------
NET INCOME (LOSS) PER SHARE........................................................ $ (.06) $ (.40)
------------- -------------
------------- -------------
Weighted Average Number of Common Shares Outstanding............................... 1,380,000 1,380,000
------------- -------------
------------- -------------
</TABLE>

See Accompanying Notes to Financial Statements

F-8
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD ENDED MARCH 31, 1997

AND THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK RETAINED
---------------------- EARNINGS
SHARES AMOUNT (DEFICIT) TOTAL
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Stock issued in exchange for ownership of the
Predators................................................... 1,276,500 $ 438,087 $ -- $ 438,087
Stock issued for stock subscription........................... 103,500 49,709 -- 49,709
Net loss...................................................... -- -- (77,522) (77,522)
---------- ---------- ----------- -----------
Balances, March 31, 1997...................................... 1,380,000 487,796 (77,522) 410,274
Net loss (unaudited).......................................... -- -- (468,226) (468,226)
---------- ---------- ----------- -----------
Balances, September 30, 1997 (unaudited)...................... 1,380,000 $ 487,796 $ (545,748) $ (57,952)
---------- ---------- ----------- -----------
---------- ---------- ----------- -----------
</TABLE>

See Accompanying Notes to Financial Statements

F-9
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
PERIOD
FEBRUARY 14
TO MARCH 31,
1997
------------- FOR THE
PERIOD
FEBRUARY 14
TO SEPTEMBER
30, 1997
-------------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net income (loss)................................................................. $ (77,522) $ (545,748)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization................................................... 7,030 51,635
Changes in assets and liabilities:
Accounts receivable........................................................... -- 663,089
Employee receivables.......................................................... (1,637) (24,785)
Inventory..................................................................... -- (12,472)
Prepaid expenses.............................................................. (241,540) 90,785
Other assets.................................................................. (1,700) (6,408)
Accounts payable and accrued expenses......................................... 102,789 171,007
Deferred revenue.............................................................. 570,562 (1,007,229)
------------- -------------
Net Cash Provided (Used) by Operating Activities............................ 357,982 (620,126)
------------- -------------
CASH FLOWS (TO) INVESTING ACTIVITIES:
Purchase of equipment............................................................. -- (22,130)
Investment in certificate of deposit.............................................. (100,000) (100,000)
Payments for contract purchase.................................................... -- (40,000)
------------- -------------
Net Cash (Used) by Investing Activities..................................... (100,000) (162,130)
------------- -------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Loans from stockholders........................................................... 100,000 1,040,000
Payment of deferred offering costs................................................ -- (101,644)
------------- -------------
Net Cash Provided by Financing Activities................................... 100,000 938,356
------------- -------------
INCREASE IN CASH.................................................................... 357,982 156,100
CASH, beginning of period........................................................... -- --
------------- -------------
CASH, end of period................................................................. $ 357,982 $ 156,100
------------- -------------
------------- -------------
</TABLE>

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

SEE NOTE 11

See Accompanying Notes to Financial Statements

F-10
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACTIVITY

The Orlando Predators Entertainment, Inc. (the Company), was formed on March
27, 1997, to acquire, own and operate the Orlando Predators, a Division of
Orlando Predators, Ltd. (Predators). The Predators are a professional Arena
Football team and a member of the Arena Football League (AFL). (See Note 3). The
AFL membership was purchased by Monolith Limited Partnership (Monolith) as an
agent for the Company on February 13, 1997 from the Orlando Predators, Ltd.
During March 1997, Monolith organized the Company and transferred ownership of
the Predators to the Company in exchange for 1,276,500 shares of the Company's
common stock (See Note 2).

UNAUDITED INTERIM FINANCIAL STATEMENTS

In the opinion of management, the unaudited interim financial statements for
the period ended September 30, 1997 are presented on a basis consistent with the
audited financial statements and reflect all adjustments, consisting only of
normal recurring accruals, necessary for fair presentation of the results of
such period. The results of operations for the interim period ended September
30, 1997 are not necessarily indicative of the results to be expected for the
period ending December 31, 1997.

Audited financial statements for Orlando Predators, a division of Orlando
Predators, Ltd., the predecessor owner, for the period prior to acquisition,
January 1, 1997 through February 13, 1997, are not presented since no
substantial activities took place during that period.

CASH AND CASH EQUIVALENTS

Cash and equivalents consists primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.

INVENTORY

Inventory consists of team merchandise available for sale. Inventory is
stated at the lower of cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. Depreciation expense is provided
on a straight-line basis using the estimated useful lives of 5-10 years.
Maintenance and repairs are charged to expense as incurred. When assets are
retired or otherwise disposed of, the property accounts are relieved of costs
and accumulated depreciation and any resulting gain or loss is credited or
charged to operations. Depreciation and amortization expense for the periods
ended March 31, 1997 and September 30, 1997 was $837 and $21,505, respectively.

RESTRICTED INVESTMENT

Restricted investment consists of an interest bearing certificate of deposit
with a financial institution, which also provides a letter of credit to the
Company. The certificate of deposit was a condition of awarding the letter of
credit (See Note 10).

F-11
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
MEMBERSHIP COST

The AFL membership is recorded at cost of $1,989,860 and is being amortized
on a straight-line basis over 40 years. Amortization expense for the periods
ended March 31, 1997 and September 30, 1997 was $6,193 and $29,019,
respectively.

The Company continually evaluates whether events and circumstances have
occurred that indicate that the remaining estimated useful life of the
membership cost may warrant revision or that the remaining balance of the asset
may not be recoverable. If factors indicate that the membership cost may be
impaired, the Company uses an estimate of the remaining value of the membership
rights in measuring whether the asset is recoverable. Unrecoverable amounts are
charged to operations in the applicable period as required under the provisions
of Financial Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets". No such charge has been required.

OTHER INTANGIBLE ASSETS

The remainder of the new head coach's contract from his former employer was
purchased for $40,000 and is being amortized on a straight-line basis over the
term of his contract with the Company, 3 years. Amortization expense for the
periods ended March 31, 1997 and September 30, 1997 was $-0- and $1,111,
respectively.

FOOTBALL OPERATIONS

Revenues, principally ticket sales and television and radio broadcasting
fees are recorded as revenues at the time the related game is played. The
Company is entitled to keep all gate receipts from home games but does not share
in the gate receipts from away games. Team expenses (principally player and
coaches salaries, fringe benefits, insurance, game expenses, arena rentals and
travel) are recorded as expenses on the same basis. Accordingly, income and
expenses not earned or incurred are recorded as deferred revenues and prepaid
expenses and are amortized ratably as regular season games are played. General,
administrative, selling and promotional expenses are charged to operations as
incurred.

DEFERRED OFFERING COSTS

Costs incurred in connection with the Company's anticipated public offering
will be deferred and will be charged against stockholders' equity upon the
successful completion of the offering or charged to expense if not successful.

USE OF ESTIMATES

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

The Company sells sponsorships for cash and services. In exchange, the
sponsor receives advertising and various benefits to Predator games. The value
of the services has been estimated in the accompanying

F-12
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
financial statements. Management believes these estimates reasonably disclose
the value of services received.

INCOME TAXES

The Company accounts for income taxes under the asset and liability method.
Under this method, deferred income taxes are recorded to reflect the tax
consequences in future years of temporary differences between the tax basis of
assets and liabilities and their financial statement amounts at the end of each
reporting period. Valuation allowances will be established when necessary to
reduce deferred tax assets to the amount expected to be realized. Income tax
expense represents the tax payable for the current period and the change during
the period in deferred tax assets and liabilities. Deferred tax assets and
liabilities have been netted to reflect the tax impact of temporary differences.

Deferred tax assets arise primarily from the net operating loss and
amortization of the membership cost which is not deductible for tax purposes
until the membership is sold. Deferred tax liabilities result when depreciation
for tax purposes exceeds depreciation for book purposes. The net deferred tax
asset at March 31, 1997 and September 30, 1997 is not significant. A valuation
allowance equal to the net deferred tax asset has been recorded since it is more
likely than not that the tax asset will not be realized.

CONCENTRATIONS OF CREDIT RISK

Concentrations of credit risk associated with accounts receivable is limited
due to accounts receivable transactions arising from sponsorship contracts which
have a history of performance. The supply of talented players is limited due to
the competitive nature with other professional football leagues.

The Company maintains all cash in deposit accounts, which at times may
exceed federally insured limits. The Company has not experienced a loss in such
accounts.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of accounts receivable, accounts payable and accrued
expenses approximate fair value because of the short maturity of these items.
The fair value of notes payable to stockholders cannot be determined due to the
related nature of these transactions.

EARNINGS PER COMMON SHARE

Earnings per common share is computed based upon the weighted average number
of common and dilutive common equivalent shares outstanding during the period.
Fully diluted and primary earnings per common share are the same amounts for
each of the periods presented.

Common shares which may be issued by the Company immediately preceding a
proposed public offering plus the number of common equivalent shares which
became issuable during the same period pursuant to the grant of warrants and
stock options (using the treasury stock method) at prices substantially less
than the initial public offering price will be included in the calculation of
common stock and common stock equivalent shares as if they were outstanding for
all periods presented.

F-13
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Dilutive common equivalent shares consist of stock options and warrants
(calculated using the treasury stock method). In loss periods, dilutive common
equivalent shares are excluded as the effect would be anti-dilutive.

STOCK-BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" (SFAS No.123). Under the provisions of SFAS No. 123, companies can
either measure the compensation cost of equity instruments issued under employee
compensation plans using a fair value based method, or can continue to recognize
compensation cost using the intrinsic value method under the provisions of
Accounting Principles Board Opinion (APB) No. 25. However, if the provisions of
APB No. 25 are continued, proforma disclosures of net income or loss and
earnings or loss per share must be presented in the financial statements as if
the fair value method had been applied. The Corporation intends to recognize
compensation costs under the provisions of APB No. 25 and will provide the
expanded disclosure required by SFAS No. 123.

ADOPTION OF NEW STANDARDS

Statement of Financial Accounting Standards No. 128, Earnings Per Share
(SFAS No. 128), was issued in February 1997 (effective for financial statements
ending December 15, 1997). This Statement simplifies the standards for computing
earnings per share (EPS) previously found in APB Opinion No. 15, Earnings Per
Share, and makes them more comparable to international EPS standards. SFAS No.
128 replaces the presentation of primary EPS with a presentation of basic EPS.
In addition, the Statement requires dual presentation of basic and diluted EPS
on the face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. The Company has not yet assessed the impact of SFAS No. 128 on its
financial statements.

NOTE 2--ACQUISITION OF PREDATORS

The Predators were purchased by Monolith Limited Partnership (Monolith) as
an agent for the Company on February 13, 1997 from the Orlando Predators, Ltd.
During March, 1997 Monolith organized the Company and transferred ownership of
the Predators to the Company in exchange for 1,276,500 shares of the Company's
common stock.

On February 13, 1997 Monolith acquired substantially all of the assets and
the business of the Orlando Predators, a Division of Orlando Predators, Ltd.
(Predators). The assets consist primarily of the Orlando Arena Football League
(AFL) membership, game and office equipment. The purchase price for the team was
$2,325,000 comprised of $1,875,000 in cash, $180,000 note which is payable in
February, 1998, assumption of $45,000 in commissions payable, and $225,000 of
Monolith Limited Partnership interests (agent for the Company).

F-14
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 2--ACQUISITION OF PREDATORS (CONTINUED)
The purchase price for the Predators has been allocated as follows:

<TABLE>
<S> <C>
AFL Membership.................................................. $1,989,860
Game equipment and system....................................... 225,721
Office equipment................................................ 41,948
Prepaid expenses................................................ 67,471
---------
Total Purchase Price........................................ 2,325,000
Monolith units.................................................. (225,000)
Note payable.................................................... (180,000)
Commissions payable............................................. (45,000)
---------
Cash paid at closing............................................ $1,875,000
---------
---------
</TABLE>

NOTE 3--ARENA FOOTBALL LEAGUE

The AFL is a non-profit corporation, which governs the rules and conduct of
each member team. Each member owns an equal percentage of the AFL and appoints
one board member. A budget for AFL expenses is approved annually by the board
and expenses are shared equally. Revenues from expansion membership fees are
divided equally between all members and a corporation owned by the inventor
(Gridiron) of the Arena Football Game. Revenues and assessments are recognized
when billed by the league. Special assessments for membership repurchases are
recognized in the same periods as membership expansion fees that replace them.
The Company's share of the 1997 season budget is as follows:

<TABLE>
<S> <C>
Revenue:
Expansion membership fees....................................... $ 300,000
---------
Assessments:
Operating assessment............................................ 100,000
Other costs..................................................... 220,000
---------
320,000
---------
Net Assessment.................................................... $ (20,000)
---------
---------
</TABLE>

The Company continues to be contingently liable for its share of AFL
expenses which may exceed AFL revenues.

The AFL is a defendant to a claim for alleged damages for approximately
$2,000,000. The AFL is vigorously defending this action.

The AFL is also a party to a number of lawsuits arising in the normal course
of business. In the opinion of the AFL, the resolution of those matters will not
have a material adverse effect on the AFL's results of operations or financial
position.

Outcomes and expenses of litigation will be divided equally between all
members. Management believes its share of the outcomes will not have a material
adverse effect on the Company's results of operations or financial position.

F-15
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 3--ARENA FOOTBALL LEAGUE (CONTINUED)
LICENSE AGREEMENT

The AFL has licensed the right to operate the Arena Football League and the
use of the Arena Football League logo, trademark and the patented game known as
Arena Football from Gridiron, owner of the logo, trademark and patented game.
The Company is required to pay an annual royalty to Gridiron in the amount of
$20,000 as its share of license fees due to Gridiron.

NOTE 4--PREPAID EXPENSES

Prepaid expenses consist of the following:

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1997 1997
---------- -------------
<S> <C> <C>
(UNAUDITED)
AFL assessment............................................................... $ 93,269 $ --
Professional fees............................................................ 51,984 --
Sales tax.................................................................... 71,000 --
Game expense................................................................. 72,597 --
Other........................................................................ 45,132 1,656
---------- ------
$ 333,982 $ 1,656
---------- ------
---------- ------
</TABLE>

NOTE 5--PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1997 1997
---------- -------------
<S> <C> <C>
(UNAUDITED)
Office equipment............................................................. $ 41,948 $ 63,478
Game equipment and system.................................................... 225,721 226,321
---------- -------------
267,669 289,799
Less accumulated depreciation................................................ (837) (21,505)
---------- -------------
$ 266,832 $ 268,294
---------- -------------
---------- -------------
</TABLE>

NOTE 6--ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consists of the following:

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1997 1997
---------- -------------
<S> <C> <C>
(UNAUDITED)
Accounts payable............................................................. $ 3,304 $ 124,715
Accrued salaries and payroll................................................. 143,463 25,711
---------- -------------
$ 146,767 $ 150,426
---------- -------------
---------- -------------
</TABLE>

F-16
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 7--NOTE PAYABLE

In connection with the acquisition of the membership, the Company assumed a
$180,000 note agreement with the seller, which is due February 1998, with
interest at 1% above prime (9.25% at March 31, 1997). The outstanding balance
was $90,098 and accrued interest was $1,023 at March 31, 1997. The note was paid
in May, 1997.

NOTE 8--COMMON STOCK

In March 1997 the Company issued 103,500 shares of its common stock to an
individual for $49,709 in stock subscriptions receivable which were paid in May,
1997.

NOTE 9--NOTES PAYABLE, STOCKHOLDERS

The notes payable to stockholders, bearing interest at 8% per annum, are due
the earlier of December 31, 1998 or the completion of the public offering.

NOTE 10--COMMITMENTS AND CONTINGENCIES

LOCAL MEDIA CONTRACTS

The Company had radio and television broadcasting contracts with a local
radio station and a local cable sports network. The contracts required the
Company to provide certain services, goods, and game tickets in exchange for
commercial time, promotional events and the right to broadcast the games. The
Company is negotiating new local media contracts.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with players, the head coach and the
President of the Predators. Certain of these contracts provide for guaranteed
payments which, must be paid even if the employee is injured or terminated. The
player contracts are for a term of one year. If the team does not sign the
player at the end of the contract, he is free to sign with another team.
However, the team has the option of signing the player first. If the player
refuses, he must "sit out" for one year before playing for another team.

The President has a 42 month agreement with annual compensation ranging from
$60,000 to $80,000, commission on sponsorship revenue ranging from 10% to 7%,
tickets to home games and stock options to purchase 34,500 shares of the
Company's common stock with an exercise price of $2.00 through July 2007.

LEASE OBLIGATIONS

The Company leases the Orlando Centroplex arena for all home games and the
Citrus Bowl as a practice field from the City of Orlando. Lease payments are
based upon the greater of a percentage of gross ticket sales or $7,500 per
regular season home game. The lease was assigned from the previous owners of the
team. The lease expired at the end of the 1997 season. The Company is
negotiating for renewal of the lease, under new terms.

In addition, office space is received as trade for a sponsorship from a
financial institution. The total value of the office space is $50,000 and the
lease is renewed annually.

F-17
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 10--COMMITMENTS AND CONTINGENCIES (CONTINUED)
Future minimum lease payments for the year ended December 31, 1997 are $-0-.

SELF INSURANCE

The Company is insured for medical and disability coverage for the players.
Under the terms of the policy, the Company is required to pay the first $35,000
of medical costs for each player. An insurance policy provides reimbursement up
to $465,000 for each player or $1,000,000 in aggregate.

LETTER OF CREDIT

The Company has entered into an agreement with a financial institution for
an irrevocable stand by letter of credit in the amount of $100,000. The letter
of credit is required by the AFL and is available to draw upon, if necessary, by
the AFL after the AFL Board of Directors has given approval. The letter of
credit is guaranteed by a $100,000 certificate of deposit.

NOTE 11--SUPPLEMENTAL CASH FLOW INFORMATION

In connection with the acquisition of the Predators, the Company executed
notes payable to Monolith for $1,295,000, issued 1,380,000 shares of common
stock valued at $487,796 and assumed liabilities of $1,431,285 in exchange for
the following assets during the period ended March 31, 1997:

<TABLE>
<S> <C>
Accounts receivable..................................................... $ 688,956
Stock subscriptions receivable.......................................... 49,709
Employee receivables.................................................... 5,461
Inventory............................................................... 19,985
Prepaid expenses........................................................ 92,441
Property and equipment.................................................. 267,669
Membership cost......................................................... 1,989,860
---------
$3,114,081
---------
---------
</TABLE>

In addition to the above noncash transactions, during the period ended
September 30, 1997, the Company exchanged notes payable to stockholders of
$212,828 and the receivable for the stock subscription agreement of $49,709, for
the payment of the note payable and accrued interest to the former owners of the
team of $92,537 and the Company reduced the note payable, stockholders by
$170,000.

NOTE 12--SUBSEQUENT EVENTS THROUGH SEPTEMBER 5, 1997

LETTER OF INTENT

On June 16, 1997 the Company entered into a letter of intent with an
underwriter to sell 450,000 units of the Company's securities at $10.00 per
unit. Each unit consists of two shares of common stock and one common stock
purchase warrant to purchase an additional share of common stock at $7.50 per
share for a period of two years from the effective date of the offering. The
warrants may be redeemed at $.01 each if the closing price of common stock
equals or exceeds $7.50 per share on NASDAQ for 20 consecutive trading days.

F-18
<PAGE>
THE ORLANDO PREDATORS ENTERTAINMENT, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

INFORMATION AS TO THE PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

NOTE 12--SUBSEQUENT EVENTS THROUGH SEPTEMBER 5, 1997 (CONTINUED)
STOCK SPLIT

In June 1997, the Board of Directors approved a 1,380 for 1 forward stock
split. All financial information and per share data has been restated to reflect
this event.

STOCK OPTION PLAN

Effective April 1, 1997, the Company's board of directors adopted the Stock
Option Plan under which 150,000 shares of the Company's common stock were
reserved for issuance at prices not less than fair market value on the date of
grant. The board may grant options to key management employees, officers,
directors and consultants.

Through September 5, 1997, 138,000 options were issued to key management
employees and directors. The options are exercisable for a period of three years
at $2.00 per share.

EMPLOYMENT AGREEMENTS

The Company has entered into various employment agreements with the players
and management. The compensation, granted number of stock options, and terms
vary among the contracts.

NOTE 13--EVENTS SUBSEQUENT TO DATE OF INDEPENDENT AUDITORS' REPORT (UNAUDITED)

In November 1997, the Company issued 1,380,000 shares of Class A Common
Stock and 1,000 shares of Class B Common Stock in exchange for the 1,380,000
shares of outstanding common stock and $5,000 in cash.

F-19
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Partners
Orlando Predators, Ltd.
Orlando, Florida

We have audited the accompanying balance sheet of the Orlando Predators, a
Division of Orlando Predators, Ltd. as of December 31, 1996 and the related
statements of operations, changes in Division Equity (Deficit) and cash flows
for each of the years in the two year period ended December 31, 1996. These
financial statements are the responsibility of the Partnership'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 the Orlando Predators, a
Division of Orlando Predators, Ltd. as of December 31, 1996 and the results of
its operations and its cash flows for each of the years in the two year period
ended December 31, 1996 in conformity with generally accepted accounting
principles.

AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS

Denver, Colorado
May 30, 1997

F-20
<PAGE>
ORLANDO PREDATORS

BALANCE SHEET
DECEMBER 31, 1996

ASSETS

<TABLE>
<S> <C>
CURRENT ASSETS:
Cash............................................................................ $ 1,337
Accounts receivable............................................................. 15,000
Inventory....................................................................... 20,000
Receivable from employees....................................................... 5,456
Prepaid expenses................................................................ 39,943
---------
Total Current Assets.......................................................... 81,736
PROPERTY AND EQUIPMENT, at cost, net.............................................. 96,854
MEMBERSHIP COST, net.............................................................. 320,719
---------
$ 499,309
---------
---------
LIABILITIES AND DIVISION (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses........................................... $ 300,289
Accounts payable, related parties............................................... 27,621
Due to League................................................................... 7,394
Deferred revenue................................................................ 397,009
---------
Total Current Liabilities..................................................... 732,313

COMMITMENTS AND CONTINGENCIES

DIVISION (DEFICIT)................................................................ (233,004)
---------
$ 499,309
---------
---------
</TABLE>

See Accompanying Notes to Financial Statements

F-21
<PAGE>
ORLANDO PREDATORS

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
REVENUES:
Ticket revenues..................................................................... $ 1,871,039 $ 1,578,115
Play-off game revenue sharing....................................................... 40,000 120,000
Local television and radio broadcast rights......................................... 89,682 75,528
Advertising and promotions.......................................................... 792,320 554,421
Advertising and promotions, related parties......................................... 43,899 57,000
League revenue...................................................................... 17,783 182,060
Other............................................................................... 34,660 84,453
------------ ------------
Total Revenues.................................................................... 2,889,383 2,651,577
------------ ------------
COSTS AND EXPENSES:
Operations.......................................................................... 2,180,734 2,181,229
Operations, related party........................................................... 13,023 50,653
Selling and promotional expenses.................................................... 443,405 374,056
League assessments.................................................................. 151,379 153,799
General and administrative.......................................................... 606,222 517,768
General and administrative, related party........................................... 19,415 --
Amortization........................................................................ 10,175 9,775
Depreciation........................................................................ 29,662 25,807
------------ ------------
Total Costs and Expenses.......................................................... 3,454,015 3,313,087
------------ ------------
OPERATING (LOSS)...................................................................... (564,632) (661,510)
------------ ------------
OTHER INCOME:
Interest............................................................................ 3,325 7,915
Other............................................................................... -- 89
------------ ------------
Total Other Income................................................................ 3,325 8,004
------------ ------------
NET (LOSS)............................................................................ $ (561,307) $ (653,506)
------------ ------------
------------ ------------
</TABLE>

See Accompanying Notes to Financial Statements

F-22
<PAGE>
ORLANDO PREDATORS

STATEMENTS OF CHANGES IN DIVISION EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<S> <C>
Balance, December 31, 1994....................................................... $ 126,260
Net (loss)....................................................................... (653,506)
Contributions.................................................................... 26,350
Distributions.................................................................... (1,015)
---------
Balance, December 31, 1995....................................................... (501,911)
Net (loss)....................................................................... (561,307)
Contributions.................................................................... 835,398
Distributions.................................................................... (5,184)
---------
Balance, December 31, 1996....................................................... $(233,004)
---------
---------
</TABLE>

See Accompanying Notes to Financial Statements

F-23
<PAGE>
ORLANDO PREDATORS

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss)............................................................................ $ (561,307) $ (653,506)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization....................................................... 39,837 35,582
Changes in assets and liabilities:
Accounts receivable............................................................... (8,999) 44,082
Inventory......................................................................... -- 13,724
Prepaid expenses.................................................................. 64,454 (40,945)
Due from League................................................................... (26,395) 78,805
Other assets...................................................................... 2,436 (2,091)
Accounts payable and accrued expenses............................................. (26,500) 70,371
Deferred revenue.................................................................. (302,458) 270,939
----------- -----------
Net Cash (Used) by Operating Activities......................................... (818,932) (183,039)
----------- -----------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Purchase of equipment................................................................. (14,920) (38,701)
----------- -----------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Contributions to the Division......................................................... 835,398 26,350
Distributions from the Division....................................................... (5,184) (1,015)
----------- -----------
Net Cash Provided From Financing Activities..................................... 830,214 25,335
----------- -----------
(DECREASE) IN CASH...................................................................... (3,638) (196,405)
CASH, beginning of period............................................................... 4,975 201,380
----------- -----------
CASH, end of period..................................................................... $ 1,337 $ 4,975
----------- -----------
----------- -----------
</TABLE>

See Accompanying Notes to Financial Statements

F-24
<PAGE>
ORLANDO PREDATORS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND 1995

NOTE 1--ORGANIZATION

The Orlando Predators, Ltd., a Florida limited partnership, was formed in
April, 1991. The Orlando Predators, a Division of the Orlando Predators, Ltd.
(Predators) is a professional Arena Football team located in Orlando, Florida.

During 1991, the Partners entered into a License and Membership Agreement
with the Arena Football League (AFL) for the expansion team in Orlando. (See
Note 3).

On January 14, 1997, Orlando Predators, Ltd. entered into an agreement with
Monolith Limited Partnership to sell the membership for $1,875,000 in cash,
$180,000 note payable and $225,000 of Monolith Limited Partnership interests and
assumption of $45,000 of liabilities.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash and equivalents consist primarily of cash in banks and highly liquid
investments with original maturities of 90 days or less.

INVENTORY

Inventory consists of team merchandise available for sale. Inventory is
stated at the lower of cost (first-in, first-out) or market.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. Depreciation expense is provided
on a straight-line basis using the estimated useful lives of 5-10 years.
Maintenance and repairs are charged to expense as incurred. When assets are
retired or otherwise disposed of, the property accounts are relieved of costs
and accumulated depreciation and any resulting gain or loss is credited or
charged to operations. Depreciation expense for the years ended December 31,
1996 and 1995 was $29,662 and $25,807, respectively.

MEMBERSHIP COST

The AFL membership cost of $375,000 is being amortized on a straight-line
basis over 40 years. Amortization expense for each of the years ended December
31, 1996 and 1995 was $9,425.

Management continually evaluates whether events and circumstances have
occurred that indicate that the remaining estimated useful life of the
membership cost may warrant revision or that the remaining balance of the asset
may not be recoverable. If factors indicate that the membership cost may be
impaired, management uses an estimate of the remaining value of the membership
rights in measuring whether the asset is recoverable. Unrecoverable amounts are
charged to operations in the applicable period as required under the provisions
of Financial Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets".

FOOTBALL OPERATIONS

Revenues, principally ticket sales and television and radio broadcasting
fees are recorded as revenues at the time the related game is played. The
Predators are entitled to keep all gate receipts from home

F-25
<PAGE>
ORLANDO PREDATORS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
games but do not share in the gate receipts from away games. Team expenses
(principally players and coaches salaries, fringe benefits, insurance, game
expenses, arena rentals and travel) are recorded as expenses on the same basis.
Accordingly, income and expenses not earned or incurred are recorded as deferred
revenues and prepaid expenses, and amortized ratably as regular season games are
played. General, administrative, selling and promotional expenses are charged to
operations as incurred.

USE OF ESTIMATES

The Predators sell sponsorships for cash and services. In exchange, the
sponsors receive advertising and various benefits to the Predator games. The
value of the trade goods and services has been estimated in the accompanying
financial statements. Management believes these estimates reasonably disclose
the value of goods and services received.

INCOME TAXES

The Division is not subject to income taxes. Accordingly, no income tax
provision or benefit has been recognized in the accompanying financial
statements.

CONCENTRATIONS OF CREDIT RISK

The risk associated with accounts receivable is limited due to accounts
receivable transactions arising from sponsorship contracts which have a history
of performance. The supply of talented players is limited due to the competitive
nature with other professional football leagues.

The Predators maintain all cash in deposit accounts, which at times may
exceed federally insured limits. The Predators have not experienced a loss in
such accounts.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of accounts receivable, accounts payable and accrued
expenses approximate fair value because of the short maturity of these items.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS

Effective January 1, 1995 the Predators adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets" (SFAS 121). The Statement requires impairment losses to be recognized
for long-lived assets used in operations when indicators of impairment are
present and the undiscounted cash flows are not sufficient to recover the
assets' carrying amounts. The adoption of SFAS 121 had no material impact on the
Predators financial position.

F-26
<PAGE>
ORLANDO PREDATORS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 3--ARENA FOOTBALL LEAGUE

The AFL is a non-profit corporation, which governs the rules and conduct of
each member team. Each member owns an equal percentage of the AFL and appoints
one board member. A budget for AFL expenses is approved annually by the board
and expenses are shared equally. Revenues from expansion membership fees are
divided equally between all members and a corporation owned by the inventor
(Gridiron) of the Arena Football Game. Revenues and assessments are recognized
when billed by the league. Special assessments for membership repurchases are
recognized in the same periods as membership expansion fees that replace them.
The Predators share of the AFL revenues and assessments are as follows at
December 31,:

<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Revenue:
Expansion membership fees.......................................... $ 17,783 $ 182,060
----------- ----------
Assessments:
Operating assessment............................................... 125,000 125,000
Other costs........................................................ 26,379 28,799
----------- ----------
151,379 153,799
----------- ----------
Net Revenue (Assessment)............................................. $ (133,596) $ 28,261
----------- ----------
----------- ----------
</TABLE>

The Predators continue to be contingently liable for their share of AFL
expenses which may exceed AFL revenues. The Company continues to be contingently
liable for its share of AFL expenses which may exceed AFL revenues. As of May
30, 1997, the Predators are contingently liable for approximately $90,000 for
other team membership purchases.

The AFL is a defendant to a claim for alleged damages for approximately
$2,000,000. The AFL is vigorously defending this action.

Outcomes and expenses of litigation will be divided equally between all
members. Management believes its share of the outcomes will not have a material
adverse effect on the Predators results of operations or financial position.

LICENSE AGREEMENT

The AFL has licensed the right to operate the Arena Football League and the
use of the Arena Football League logo, trademark and the patented game known as
Arena Football from Gridiron, owner of the logo, trademark and patented game.
The Predators are required to pay an annual royalty to Gridiron in the amount of
$20,000 as its share of license fees due to Gridiron.

F-27
<PAGE>
ORLANDO PREDATORS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 4--PREPAID EXPENSES

Prepaid expenses consist of the following at December 31, 1996:

<TABLE>
<S> <C>
AFL assessment..................................................... $ 21,000
Professional fees.................................................. 8,195
Sales tax.......................................................... 4,600
Insurance.......................................................... 2,025
Other.............................................................. 4,123
---------
$ 39,943
---------
---------
</TABLE>

NOTE 5--PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1996:

<TABLE>
<S> <C>
Office equipment................................................. $ 77,041
Game equipment and system........................................ 126,887
---------
203,928
Less accumulated depreciation.................................... (107,074)
---------
$ 96,854
---------
---------
</TABLE>

NOTE 6--ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consists of the following at December
31, 1996:

<TABLE>
<S> <C>
Accounts payable trade............................................ $ 252,290
Accrued salary and payroll taxes.................................. 47,999
---------
$ 300,289
---------
---------
</TABLE>

NOTE 7--COMMITMENTS AND CONTINGENCIES

LOCAL MEDIA CONTRACTS

The Predators have radio and television broadcasting contracts with a local
radio station and a local cable sports network. The contracts require the
Predators to provide certain services, goods, and game tickets in exchange for
commercial time, promotional events and the right to broadcast the games.

EMPLOYMENT AGREEMENTS

The Predators have employment agreements with players, the head coach and
the vice president of the team. Certain of these contracts provide for
guaranteed payments, which must be paid even if the employee is injured or
terminated. The player contracts are for a term of one-year. If the team does
not sign the player at the end of the contract he is free to sign with another
team. However, the team has the option of signing the player first. If the
player refuses, he must "sit out" for one year before playing for another team.
The coach has a one-year agreement for $70,000 with bonuses based on the number
of

F-28
<PAGE>
ORLANDO PREDATORS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 7--COMMITMENTS AND CONTINGENCIES (CONTINUED)
winning games and play-off participation and contains a covenant not to compete
for a period of one year after termination of employment. The vice president has
a two-year agreement for $60,000, 10% commission on sponsorship revenue and
bonuses based on play-off participation.

LEASE COMMITMENTS

The Predators are committed under a lease with the City of Orlando to lease
the Orlando Centroplex Arena for all home games and the Citrus Bowl as a
practice field. Lease payments are based upon the greater of a percentage of
gross ticket sales or $7,500 per regular season game. The lease expires at the
end of the 1997 season.

In addition, the office space is received as trade for a sponsorship from a
financial institution. The total value of the office space is $50,000 and the
lease is renewed annually.

Future minimum lease payments for the year ended December 31, 1997 are
$52,500.

SELF INSURANCE

LETTER OF CREDIT

The Predators have entered into an agreement with a financial institution
for a letter of credit in the amount of $100,000. The letter of credit is
required by the League and is available to the League to draw upon, if
necessary, but only after the AFL Board of Directors has given approval. The
letter of credit was personally guaranteed by the partners of Orlando Predators,
Ltd.

NOTE 8--RELATED PARTY TRANSACTIONS

In addition to transactions with related parties discussed throughout the
notes to the financial statements, the following related party transactions have
occurred:

SPONSORSHIP REVENUE

During the years ended December 31, 1996 and 1995, the Predators received
revenue in the form of sponsorships from certain limited partners in the amounts
of $43,899 and $57,000, respectively.

COSTS OF SPONSORSHIP

During the years ended December 31, 1996 and 1995, the Predators incurred
expenses related to sponsorship revenue received from certain limited partners
in the amounts of $3,625 and $16,113, respectively.

F-29
<PAGE>
ORLANDO PREDATORS

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 1996 AND 1995

NOTE 8--RELATED PARTY TRANSACTIONS (CONTINUED)
MEDICAL EXPENSES

The Predators incurred medical expenses for treatment of player and/or
employee medical conditions from certain limited partners. During the years
ended December 31, 1996 and 1995, such expenses totaled $9,398 and $34,540,
respectively.

LEGAL EXPENSES

During the year ended December 31, 1996, the Predators incurred legal
expenses from certain limited partners in the amount of $19,415.

F-30
<PAGE>
[Picture of Flame]

PLAYOFFS: 1992, 1993, 1994, 1995, 1996

REGULAR SEASON FRANCHISE WIN PERCENTAGE .720

ARENA BOWL APPEARANCES:

ARENA BOWL VI

ARENA BOWL VII

ARENA BOWL IX
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 6
Dilution.................................................................. 12
Capitalization............................................................ 13
Use of Proceeds........................................................... 14
Selected Financial Data................................................... 15
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 16
Arena Football............................................................ 18
Business.................................................................. 23
Management................................................................ 28
Principal Stockholders.................................................... 32
Selling Stockholders...................................................... 32
Certain Transactions...................................................... 33
Description of Securities................................................. 34
Underwriting.............................................................. 38
Legal Matters............................................................. 40
Experts................................................................... 40
Available Information..................................................... 40
Index to Financial Statements............................................. F-1
</TABLE>

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS 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.

[LOGO]

550,000 UNITS

THE ORLANDO PREDATORS
ENTERTAINMENT, INC.

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

PROSPECTUS

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

FIRST MIDWEST SECURITIES, INC.

BERRY-SHINO SECURITIES, INC.

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

, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(i) Article XII of the Registrant's Bylaws provides as follows:

"ARTICLE XII
LIMITATIONS ON LIABILITY

Section 1. To the fullest extent permitted by the Florida Business
Corporation Act as the same exists or may hereafter be amended, a director
of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for any action taken or any failure to
take any action as a director. Notwithstanding the foregoing, a direct will
have liability for monetary damages for a breach or failure which involves:
(i) a violation of criminal law; (ii) a transaction from which the director
derived an improper personal benefit, either directly or indirectly; (iii)
distributions in violation of the Florida Business Corporations Act or the
Articles of the corporation (but only to the extent provided by law); (iv)
willful misconduct or disregard for the best interests of the corporation
concerning any proceeding by or in the right of the corporation or a
shareholder; or (v) reckless, malicious or wanton acts or omission
concerning any proceeding other than in the right of the corporation or of a
shareholder. No repeal, amendment or modification of this Article, whether
direct or indirect, shall eliminate or reduce its effect with respect to any
act or omission of a director of the corporation occurring prior to such
repeal, amendment or modification."

(ii) Article XIII of the Registrant's Bylaws provides as follows:

"ARTICLE XIII
INDEMNIFICATION

Section 1. Subject to and in accordance with Florida Business
Corporation Act (Sec. 607.0850) and except as may be expressly limited by
the Articles of Incorporation and any amendments thereto, the corporation
shall indemnify any person:

(i) made a party to any proceeding (other than an action by, or in
the right of, the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the corporation's request, as a director, officer, employee or
agent of another corporation, or other enterprise; or

(ii) who was or is a party to any proceeding by or in the right of
the corporation, to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise.

This indemnification shall be mandatory in all circumstances in which
indemnification is permitted by
law.

Section 2. The corporation may maintain indemnification insurance
regardless of its power to indemnify under the Business Corporation Act.

Section 3. The corporation may make any other or further indemnification
or advancement of expenses of any of the directors, officers, employees or
agents under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and to

II-1
<PAGE>
action in another capacity while holding such office, except an
indemnification against material criminal or unlawful misconduct as set
forth by statute, or as to any transaction wherein the director derived an
improper personal benefit.

Section 4. Except to the extent reimbursement shall be mandatory in
accordance herewith, the corporation shall have the right to refuse
indemnification, in whole or in part, in any instance in which the person to
whom indemnification would otherwise have been applicable, if he
unreasonably refused to permit the corporation, at its own expense and
through counsel of its own choosing, to defend him in the action, or
unreasonably refused to cooperate in the defense of such action."

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.(1)(2)

<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee.............................................................. $ 4,059
NASD Filing Fee................................................................... 1,839
Blue Sky Filing Fees.............................................................. 12,000
Blue Sky Legal Fees............................................................... 25,000
Printing Expenses................................................................. 60,000
Legal Fees and Expenses........................................................... 90,000
Accounting Fees................................................................... 55,000
Transfer Agent.................................................................... 3,000
NASDAQ Application Fee............................................................ 10,000
Miscellaneous Expenses............................................................ 39,102
----------
TOTAL............................................................................. $ 300,000(1)
</TABLE>

- ------------------------
(1) Does not include the Representative's commission and expenses of $520,000
($598,000 if the Overallotment Option is exercised).

(2) All expenses, except the SEC registration fee and NASD filing fee, are
estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

During the last three years, the Registrant sold the following shares of its
Common Stock which were not registered under the 1933 Act, as amended.

(i) In March 1997, the Registrant issued 1,276,500 shares of its Common
Stock valued at $.34 per share to The Monolith Limited Partnership
("Monolith") in exchange for transfer by Monolith of all its ownership
interest in the Orlando Predators to the Registrant. See "Certain
Transactions."

(ii) In March 1997, the Registrant issued 103,500 shares of its Common
Stock to Alan Gagleard ("Gagleard") and Nancy Gagleard valued at $.46 per
share in exchange for transfer by the Gagleards of all of their ownership
interest in the Orlando Predators to the Registrant.

(iii) In November 1997 the Registrant (i) issued 1,276,500 shares of its
Class A Common Stock and 925 shares of its Class B Common Stock to Monolith
in exchange for 1,276,500 shares of its then-voting common stock and $4,625
in cash and (ii) issued 103,500 shares of its Class A Common Stock and 75
shares of its Class B Common Stock to Gagleard in exchange for 103,500
shares of its then-voting common stock and $375 in cash. The Class B Common
Stock was issued to Monolith and Gagleard to satisfy the control
requirements of the AFL and were issued at $5.00 per share, the same price
as the Offering price per share. Prior to the exchange, Monolith and
Gagleard owned all of the then-voting common stock.

(iv) From time to time, the Registrant has issued stock options
(currently aggregating 138,000 such stock options) to employees, officers
and directors under its 1997 Employee Stock Option Plan.

II-2
<PAGE>
With respect to the sales made, the Registrant relied on Section 4(2) of the
Securities Act of 1933, as amended (the "1933 Act"). No advertising or general
solicitation was employed in offering the securities. The securities were
offered to a limited number of persons all of whom were business associates of
the Registrant or its executive officers and directors and the transfer thereof
was appropriately restricted by the Registrant. All shareholders were accredited
investors as that term is defined in Rule 501 of Regulation D under the 1933 Act
and were capable of analyzing the merits and risks of their investment and who
acknowledged in writing that they were acquiring the securities for investment
and not with a view toward distribution or resale and understood the speculative
nature of their investment.

ITEM 27. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- ------ --------------------------------------------------------------------------
<C> <S>
1.01 Form of Underwriting Agreement(1)

1.02 Form of Agreement Among Underwriters(1)

1.03 Form of Selling Agreement(1)

1.04 Form of Representative's Warrant(1)

1.05 Form of Warrant Agreement(1)

1.06 Form of Lock-up Agreement(1)

1.07 Form of Amended Underwriting Agreement(1)

1.08 Form of Amended Agreement Among Underwriters(1)

1.09 Form of Amended Selling Agreement(1)

1.10 Form of Amended Representative's Warrant(1)

3.01 Articles of Incorporation of the Registrant(1)

3.02 Bylaws of the Registrant(1)

5.01 Opinion of Gary A. Agron, regarding legality of the Common Stock (includes
Consent)(1)

10.01 1997 Employee Stock Option Plan(1)

10.02 Lease Agreement--Orlando Arena(1)

10.03 Arena Football League Licensing Program Update--November 4, 1996(1)

10.04 Bylaws of the Arena Football League(1)

10.05 Membership Agreement with the Arena Football League(1)

10.06 Form of Standard Player Contract(1)

10.07 Employment Agreement with Mr. Moss(1)

10.08 Purchase Agreement for Orlando Predators(1)

10.09 Exchange Agreement for Orlando Predators' Assets(1)

10.10 Employment Agreement with Mr. Youngblood(1)

11.01 Computation of Earnings per Share(1)

11.02 Computation of Earnings per Share(1)

23.01 Consent of AJ. Robbins, P.C.(1)

23.02 Consent of Gary A. Agron (See 5.01, above)(1)

23.03 Consent of AJ. Robbins, P.C.(1)
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. TITLE
- ------ --------------------------------------------------------------------------
<C> <S>
23.04 Consent of AJ. Robbins, P.C.

27.01 Financial Data Schedule(1)

27.02 Financial Data Schedule(1)
</TABLE>

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

(1) Previously Filed

ITEM 28. UNDERTAKINGS.

The Registrant hereby undertakes:

(a) That insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of
the Registrant, 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, 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 of 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.

(b) That subject to the terms and conditions of Section 13(a) of the
Securities Exchange Act of 1934, it will file with the Securities and
Exchange Commission such supplementary and periodic information, documents
and reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority conferred in that
section.

(c) That any post-effective amendment filed will comply with the
applicable forms, rules and regulations of the Commission in effect at the
time such post-effective amendment is filed.

(d) 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
1933 Act;

(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;

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

(f) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the Offering.

(g) To provide to the Underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the 1933 Act, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Orlando, Florida, on November 20, 1997.

THE ORLANDO PREDATORS
ENTERTAINMENT, INC.

By: /s/ JACK YOUNGBLOOD
-----------------------------------------
Jack Youngblood,
PRESIDENT

Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed below by the following persons on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

/s/ WILLIAM G. MERIS
- ------------------------------ Chairman of the Board of November 20, 1997
William G. Meris Directors

/s/ JACK YOUNGBLOOD
- ------------------------------ President (Chief Executive November 20, 1997
Jack Youngblood Officer) and Director

Secretary, Treasurer and
/s/ ALEX S. NARUSHKA Chief Financial Officer
- ------------------------------ (Principal Accounting November 20, 1997
Alex S. Narushka Officer)

- ------------------------------ Chief Operating Officer
Robert G. Flynn

/s/ EDGAR J. ALLEN
- ------------------------------ Vice President--Sales and November 20, 1997
Edgar J. Allen Marketing

/s/ ALAN N. GAGLEARD
- ------------------------------ Director November 20, 1997
Alan N. Gagleard

- ------------------------------ Director
Thomas F. Winters, Jr.

II-5

<PAGE>

A.J. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS
3033 EAST 1ST AVENUE, SUITE 201
DENVER, CO 80206

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use of
our reports dated:

REPORT DATE: FINANCIAL STATEMENTS OF:
------------ ------------------------
May 30, 1997 The Orlando Predators Entertainment, Inc.

May 30, 1997 Orlando Predators, a Division of Orlando Predators, Ltd.

and to the reference made to our firm under the caption "Experts" included in
or made part of this SB-2 Registration Statement Amendment #2.

A.J. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS

DENVER, COLORADO
NOVEMBER 20, 1997