CROPKING INC, SB-2/A, 1998-05-22

CROPKING INC
SB-2/A, 1998-05-22
SPECIAL INDUSTRY MACHINERY, NEC

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998.

REGISTRATION NO. 333-48433
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CROPKING, INCORPORATED

(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 1711 34-1368977
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

5050 GREENWICH ROAD
SEVILLE, OHIO 44273
(330) 769-2002

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

5050 GREENWICH ROAD
SEVILLE, OHIO 44273
(330) 769-2002

(ADDRESS OF PRINCIPAL PLACE OF BUSINESS OR INTENDED PRINCIPAL PLACE OF BUSINESS)

DANIEL J. BRENTLINGER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
5050 GREENWICH ROAD
SEVILLE, OHIO 44273
(330) 769-2002

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
--------------------------

COPIES TO:

<TABLE>
<S> <C>
THOMAS T. PROUSALIS, JR., ESQ. DAVID A. CARTER, P.A.
1919 Pennsylvania Avenue, N.W. 2300 Glades Road
Suite 800 Suite 210W
Washington, D.C. 20006 Boca Raton, FL 33431
(202) 296-9400 (561) 750-6999
(202) 296-9403 Fax (561) 367-0960 Fax
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------

IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434, CHECK
THE FOLLOWING BOX. /X/

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SECURITY OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 Par Value(1)..... 1,725,000 $ 5.00 $ 8,625,000 $ 2,974
Warrants(2)......................... 2,300,000 $ .125 $ 287,500 $ 99
Common Stock Underlying
Warrants(3)........................ 2,300,000 $ 5.25 $ 12,075,000 $ 4,164
Underwriter's Common Stock
Option(4).......................... 150,000 -- -- --
Common Stock Underlying
Underwriter's Common Stock
Option(5).......................... 150,000 $ 8.00 $ 1,200,000 $ 414
Underwriter's Warrant Option(6)..... 200,000 -- -- --
Warrants Underlying Underwriter's
Warrant Option(7).................. 200,000 $ .20 $ 40,000 $ 14
Common Stock Underlying
Underwriter's Warrant Option(8).... 200,000 $ 8.00 $ 1,600,000 $ 552
Total Registration and Fee(9)..... $ 23,827,500 $ 8,216
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
(1) Includes 225,000 shares reserved for the option, exercisable within 45 days
after the date on which the Securities and Exchange Commission (the
"Commission") declares this Registration Statement effective, to cover
over-allotments, if any (the "Over-Allotment Option"), granted by the
Company to Barron Chase Securities, Inc. (the "Underwriter"). See
"Underwriting."

(2) Includes 300,000 Redeemable Common Stock Purchase Warrants (the "Purchase
Warrants" or the "Warrants") reserved for the Over-Allotment Option. The
Warrants (a) may be purchased separately from the Common Stock in the
offering, (b) are exercisable during a five-year period commencing on the
effective date of this Registration Statement, and (c) shall be redeemable,
at the option of the Company, at $.05 per Warrant upon 30 days' prior
written notice, (i) if the closing bid price, as reported on the Nasdaq
SmallCap MarketSM, or the closing sale price, as reported on a national or
regional securities exchange, as applicable, of the shares of the
Registrant's Common Stock for 30 consecutive trading days ending within ten
days of the notice of redemption of the Warrants averages in excess of
$10.00 per share, subject to adjustment, and (ii) after a then current
registration statement has been declared effective by the Commission with
regard to the shares of Common Stock to be received by the holder upon
exercise, but (iii) during the one-year period after the effective date of
this Registration Statement, only with the written consent of the
Underwriter. Pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), such additional number of these securities
are also being registered to cover any adjustment resulting from the
operation of the anti-dilution provisions relating to the Warrants.

(3) Reserved for issuance upon exercise of the Warrants. Pursuant to Rule 416
under the Securities Act, such additional number of shares of Common Stock
subject to the Warrants are also being registered to cover any adjustment
resulting from the operation of the anti-dilution provisions relating to the
Warrants.

(4) To be issued to the Underwriter or persons related to the Underwriter.
Pursuant to Rule 416 under the Securities Act, such additional number of
Underwriter stock options (the "Common Stock Underwriter Warrants") are also
being registered to cover any adjustment resulting from the operation of the
anti-dilution provisions relating to the Common Stock Underwriter Warrants.

(5) Reserved for issuance upon exercise of the Common Stock Underwriter
Warrants. Pursuant to Rule 416 under the Securities Act, such additional
number of shares of Common Stock subject to the Common Stock Underwriter
Warrants are also being registered to cover any adjustment resulting from
the operation of the anti-dilution provisions relating to the Common Stock
Underwriter Warrants.

(6) To be issued to the Underwriter or persons related to the Underwriter.
Pursuant to Rule 416 under the Securities Act, such additional number of
Underwriter warrant options (the "Warrant Underwriter Warrants") are also
being registered to cover any adjustment resulting from the operation of the
anti-dilution provisions relating to the Warrant Underwriter Warrants.

(7) Reserved for issuance upon exercise of the Warrant Underwriter Warrants.
Pursuant to Rule 416 under the Securities Act, such additional number of
warrants to purchase shares of Common Stock subject to the Warrant
Underwriter Warrants ("Underwriter Underlying Warrants") are also being
registered to cover any adjustment resulting from the operation of the
anti-dilution provisions relating to the Warrant Underwriter Warrants.

(8) Reserved for issuance upon exercise of the Underwriter Underlying Warrants.
Pursuant to Rule 416 under the Securities Act, such additional number of
shares of Common Stock subject to the Underwriter Underlying Warrants are
also being registered to cover any adjustment resulting from the operation
of the anti-dilution provisions relating to the Underwriter Underlying
Warrants.

(9) The requisite fee has been paid in connection with this Registration
Statement.

THE REGISTRANT HEREBY AMENDS THIS 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, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.

ii
<PAGE>
CROPKING, INCORPORATED

CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B)
SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM SB-2

<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM CAPTION IN PROSPECTUS
- --------------------------------------------- ---------------------------------
<C> <S> <C>
1. Front of Registration Statement and
Outside Front Cover of Prospectus...... Facing Page; Cross-Reference
Sheet; Prospectus Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus.................... Prospectus Cover Page; Prospectus
Back Cover Page
3. Summary Information and Risk Factors.... Prospectus Summary; The Company;
Risk Factors
4. Use of Proceeds......................... Use of Proceeds
5. Determination of Offering Price......... Risk Factors; Underwriting
6. Dilution................................ Dilution and Other Comparative
Data
7. Selling Security-holders................ Description of Securities
8. Plan of Distribution.................... Prospectus Cover Page;
Underwriting
9. Legal Proceedings....................... Legal Proceedings
10. Directors, Executive Officers, Promoters
and Control Persons.................... Management; Principal
Shareholders
11. Security Ownership of Certain Beneficial
Owners and Management.................. Principal Shareholders
12. Description of Securities............... Description of Securities
13. Interest of Named Experts and Counsel... Legal Matters; Experts
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................ Certain Transactions
15. Organization Within Five Years.......... Prospectus Summary; Business
16. Description of Business................. Business
17. Management's Discussion and Analysis or
Plan of Operation...................... Management's Discussion and
Analysis or Plan of Operation
18. Description of Property................. Business
19. Certain Relations and Related
Transactions........................... Certain Transactions
20. Market for Common Equity and Related
Stockholder Matters.................... Description of Securities
21. Executive Compensation.................. Management
22. Financial Statements.................... Financial Statements
23. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure............................. Not applicable
</TABLE>

iii
<PAGE>
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>
SUBJECT TO COMPLETION, DATED MAY 22, 1998

PROSPECTUS

[LOGO]

1,500,000 SHARES OF COMMON STOCK
2,000,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS
CropKing, Incorporated (the "Company" or "CropKing") is offering 1,500,000
shares of Common Stock, $.01 par value per share (the "Common Stock") and
2,000,000 Redeemable Common Stock Purchase Warrants (the "Warrants"). The Common
Stock and the Warrants (collectively, the "Securities") are being offered
separately and not as units, and each are separately transferable. Each Warrant
entitles the holder to purchase one share of Common Stock at $5.25 per share
(subject to adjustment) during the five-year period commencing on the date of
this Prospectus. The Warrants are redeemable by the Company for $.05 per
Warrant, on not less than thirty (30) days nor more than sixty (60) days written
notice if the closing bid price for the Common Stock equals or exceeds $10.00
per share during any thirty (30) consecutive trading day period ending not more
than fifteen (15) days prior to the date that the notice of redemption is
mailed, and provided there is then a current effective registration statement
under the Securities Act of 1933, as amended (the "Act") with respect to the
issuance and sale of Common Stock upon the exercise of the Warrants. Any
redemption of the Warrants during the one-year period commencing on the date of
this Prospectus shall require the written consent of Barron Chase Securities,
Inc. (the "Underwriter"). See "Description of Securities" and "Underwriting."

Prior to this offering, there has been no public market for the Common Stock
or the Warrants. The initial public offering prices of the Common Stock and
Warrants and the exercise price and other terms of the Warrants have been
determined through negotiations between the Company and the Underwriter and are
not related to the Company's assets, book value, financial condition or any
other recognized criteria of value. Although the Company has applied for the
inclusion of the Common Stock and the Warrants on the Nasdaq SmallCap Market
("Nasdaq") under the symbols "CROP" and "CROPW," respectively, there can be no
assurances that such securities will be accepted for inclusion or that an active
trading market in the Company's securities will develop or be sustained.

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION FROM THE PUBLIC
OFFERING PRICE OF THE COMMON STOCK AND SHOULD BE CONSIDERED ONLY BY
INVESTORS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS" ON PAGES 6-12 AND
"DILUTION."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO THE
PRICE TO PUBLIC DISCOUNTS(1) COMPANY(2)(3)
<S> <C> <C> <C>
Per Share.............................. $5.00 $.50 $4.50
Per Warrant............................ $.125 $.0125 $.1125
Total(3)............................... $7,750,000 $775,000 $6,975,000
</TABLE>

(SEE "NOTES," NEXT PAGE)

The shares of Common Stock and the Warrants are being offered by the
Underwriter on a firm commitment basis, subject to prior sale, when, as and if
delivered to and accepted by the Underwriter, and subject to approval of certain
legal matters by counsel and to certain other conditions. It is expected that
delivery of the certificates representing the Common Stock and the Warrants will
be made against payment therefor at the offices of the Underwriter at 7700 West
Camino Real, Boca Raton, Florida 33433, on or about , 1998.
------------------------

[LOGO]

The date of this Prospectus is , 1998.
<PAGE>
NOTES

(1) Does not include additional underwriting compensation in the form of (i) a
non-accountable expense allowance equal to three percent of the gross
proceeds of the offering of which $50,000 has been paid to date; (ii)
Underwriter's Warrants to purchase 150,000 shares of Common Stock and
200,000 Warrants exercisable for a five-year period commencing from the
effective date of the offering at an exercise price of 160% of the price at
which the Common Stock and the Warrants are sold to the public, subject to
adjustment; and (iii) a financial advisory agreement for the Underwriter to
act as an investment banker for the Company for a period of one year at a
fee of $108,000, payable at the closing of this offering. In addition, the
Company has granted to the Underwriter certain registration rights with
respect to registration of the shares of Common Stock and the Warrants
underlying the Underwriter's Warrants and the shares of Common Stock
issuable upon exercise of the Warrants issuable upon exercise of the
Underwriter's Warrants and to indemnify the Underwriter against certain
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). See "Underwriting."

(2) Before deducting expenses payable by the Company estimated at $875,000,
including the Underwriter's non-accountable expense allowance.

(3) The Company has granted the Underwriter an option (the "Underwriter's
Over-Allotment Option"), exercisable within 45 days from the date of this
Prospectus, to purchase up to 225,000 additional shares of Common Stock and
up to 300,000 additional Warrants solely to cover over-allotments, if any.
If the Underwriter's Over-Allotment Option is exercised in full, the total
Price to Public, Underwriting Discounts and Proceeds to Company will be
$8,912,500, $891,250 and $8,021,250, respectively. See "Underwriting."

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form SB-2, pursuant to the Securities
Act of 1933, as amended, with respect to the securities offered by this
Prospectus. This Prospectus does not contain all of the information set forth in
said Registration Statement, and the exhibits thereto. The statements contained
in this Prospectus as to the contents of any contract or other document
identified as exhibits in this Prospectus are not necessarily complete, and in
each instance, reference is made to a copy of such contract or document filed as
an exhibit to the Registration Statement, each statement being qualified in any
and all respects by such reference. For further information with respect to the
Company and the securities offered hereby, reference is made to such
Registration Statement and exhibits which may be inspected without charge at the
Commission's principal office at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549.

Upon consummation of this offering, the Company will become subject to the
reporting requirements of the Securities Exchange Act of 1934 and in accordance
therewith will file reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; at its New York Regional Office,
Room 1400, 7 World Trade Center, New York, New York 10048; and at its Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and copies of such material can be obtained from the Public Reference Section at
prescribed rates. The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other reports as the
Company deems appropriate or as may be required by law.

The Company will provide without charge to each person who receives a
Prospectus, upon written or oral request of such person, a copy of any of the
information that were incorporated by reference in the Prospectus (not including
exhibits to the information that was incorporated by reference unless the
exhibits are themselves specifically incorporated by reference). Such requests
may be directed to Stockholder Relations, 5050 Greenwich Road, Seville, Ohio
44273, telephone (330) 769-2002.

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

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND MUST BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS,
INCLUDING NOTES THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS (I) ASSUMES NO EXERCISE
OF THE UNDERWRITER'S OVER-ALLOTMENT OPTION, THE UNDERWRITER'S PURCHASE OPTION
AND THE WARRANTS; AND (II) ASSUMES A PUBLIC OFFERING PRICE OF $5.00 PER SHARE OF
COMMON STOCK AND $.125 PER WARRANT.

THE COMPANY

CropKing, Incorporated ("Company") designs, develops, manufactures, markets
and sells proprietary, commercial hydroponic products and systems, and related
technology, equipment and supplies, to customers in the United States and abroad
for the commercial year-round production of high value, specialty, disease and
pesticide-free plant and floral crops, such as tomatoes, lettuce, peppers,
herbs, strawberries and roses. The Company's hydroponic products and systems are
offered to its prospective commercial and individual customers in standard and
custom-designed configurations, providing versatile commercial structures,
products and systems, including related technology, equipment and supplies, on a
turn-key basis. The Company's hydroponic products and systems are offered
through direct marketing and sales, dealers and distributors and by mail order.
The Company annually distributes more than 100,000 mail order catalogs and other
marketing materials to its customers and prospective customers worldwide. See
"Business."

The Company intends to principally use the proceeds of this offering for
operating costs and working capital, including business development, capital
equipment, marketing and sales and mergers and acquisitions of complementary
companies in an effort to significantly expand its business and operations. The
Company can make no assurances that the proceeds of this offering will enable it
to expand its business and operations in any manner. See "Use of Proceeds" and
"Financial Statements."

The Company was incorporated in the State of Ohio in June 1982 and
reincorporated in the State of Delaware in August 1997. The principal executive
offices of the Company are located at 5050 Greenwich Road, Seville, Ohio 44273,
and its telephone number is (330) 769-2002. The Company's Internet address is
http://www.cropking.com. Unless the context otherwise indicates, the terms
"Company" and "CropKing" as used in this Prospectus refer to CropKing,
Incorporated.

SEE ALSO "RISK FACTORS," "MANAGEMENT" AND "CERTAIN TRANSACTIONS" FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING THE
COMPANY AND ITS BUSINESS.

3
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered......................... 1,500,000 Shares
Warrants Offered............................. 2,000,000 Warrants
Common Stock Outstanding:
Before the Offering........................ 2,000,000 Shares
After the Offering......................... 3,500,000 Shares
Warrants Outstanding:
Before the Offering........................ None
After the Offering......................... 2,000,000
Estimated Net Proceeds(1).................... $6,100,000
Use of Proceeds.............................. Operating costs and working capital,
including business development, capital
equipment, marketing and sales, and mergers
and acquisitions.
Nasdaq Symbols(2):
Common Stock............................... CROP
Warrants................................... CROPW
Risk Factors(3).............................. An investment in the Common Stock and the
Warrants offered hereby is speculative and
involves a high degree of risk. Investors
should carefully consider the risk factors
described herein before investing in the
Common Stock and the Warrants. See "Risk
Factors" and "Dilution."
</TABLE>

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

(1) After deducting the underwriting discounts and commissions and estimated
offering expenses of $875,000 payable by the Company including a three
percent non-accountable expense allowance to the Underwriter. These net
proceeds do not include the exercise of the Underwriter's Over-Allotment
Option. See "Underwriting."

(2) Although the Company has applied for the inclusion of the Common Stock and
the Warrants on the Nasdaq SmallCap Market under these symbols, there can be
no assurances that such securities will be accepted for inclusion or that an
active trading market in the securities will develop or be sustained. See
"Risk Factors--Possible Failure to Qualify for Nasdaq SmallCap Market
Listing."

(3) See "Risk Factors--Regulations May Impose Certain Restrictions on
Marketability of Low-priced Securities."

4
<PAGE>
SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
---------------------------- SIX MONTHS ENDING
1996 1997 JANUARY 31, 1998
------------- ------------- ------------------
<S> <C> <C> <C>
Statement of Earnings Data:
Net sales............................................ $ 3,854,000 $ 5,033,000 $ 2,970,000
Operating profit..................................... $ 176,000 $ 263,000 $ 309,000
Earnings before income taxes......................... $ 40,000 $ 191,000 $ 272,000
Net earnings......................................... $ 33,000 $ 120,000 $ 164,000
Earnings per share................................... $ .02 $ .08 $ .08
Weighted average shares outstanding.................. 1,475,000 1,475,000 1,940,082 (1)
</TABLE>

<TABLE>
<CAPTION>
JANUARY 31, 1998
----------------------------
AS
HISTORICAL ADJUSTED (2)
------------- -------------
<S> <C> <C>
Balance Sheet Data:
Working capital...................................... $ 486,000 $ 6,586,000
Total assets......................................... $ 2,221,000 $ 8,321,000
Total liabilities.................................... $ 1,575,000 $ 1,575,000
Stockholders' equity................................. $ 646,000 $ 6,746,000
</TABLE>

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

(1) Includes 525,000 shares issued to six persons in consideration of cash and
notes receivable. See "Note F to the accompanying Financial Statements."

(2) Adjusted to reflect the sale of the securities offered hereby, less
underwriting discounts and commissions and the payment by the Company of
expenses of this offering estimated at $875,000. See "Use of Proceeds."

5
<PAGE>
RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. ONLY THOSE PERSONS ABLE TO LOSE THEIR ENTIRE INVESTMENT SHOULD PURCHASE
THESE SECURITIES. PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT DECISION,
SHOULD CAREFULLY READ THIS PROSPECTUS AND CONSIDER, ALONG WITH OTHER MATTERS
REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS:

LIMITED OPERATING HISTORY

The Company was incorporated in Ohio in June 1982 and reincorporated in
Delaware in August 1997, and as such has a limited operating history. The
Company faces the risks and problems associated with new businesses and has a
limited operating history in the hydroponics industry upon which to base an
evaluation of its future prospects. Such prospects should be considered in light
of the risks, expenses and difficulties frequently encountered in the expansion
of a new business in an industry characterized by a significant number of market
entrants and intense competition. The market for the Company's hydroponic
products, systems and services is relatively new, intensely competitive, rapidly
evolving and subject to rapid change. The Company expects competition to
persist, intensify and increase in the future, from start-up companies to major
agribusinesses. Many of the Company's current and potential competitors have
larger operating histories, greater name recognition, larger installed customer
bases and significantly greater financial, technical and marketing resources
than the Company. Competition in the hydroponics business will continue to be
intense in the foreseeable future as the environment continues to deteriorate
and demand for crop foods intensifies as the population expands, and there can
be no assurance that the Company will be able to compete successfully against
current or future competitors, or that this significant competition will not
adversely affect the Company's business, operating results or financial
condition. See "Business."

NO ASSURANCE OF FUTURE PROFITABILITY OR PAYMENT OF DIVIDENDS
The Company can make no assurances that the future operations of the Company
will result in additional revenues or will be profitable. Should the operations
of the Company be profitable, it is likely that the Company would retain much or
all of its earnings in order to finance future growth and expansion. Therefore,
the Company does not presently intend to pay dividends, and it is not likely
that any dividends will be paid in the foreseeable future. See "Dividend
Policy."

IMMEDIATE AND SUBSTANTIAL DILUTION
An investor in this offering will experience immediate and substantial
dilution. As of January 31, 1998, the Company had a net tangible book value of
$646,000 or $.32 per share derived from the Company's balance sheet as of
January 31, 1998 and the total Common Stock outstanding at January 31, 1998.
After giving effect to the sale of the shares offered hereby at an assumed
offering price of $5.00 per share, after deducting underwriting discounts and
estimated offering expenses, pro forma net tangible book value would have been
$6,746,000 or $1.93 per share. The result will be an immediate increase in net
tangible book value per share of $1.61 (approximately 603%) to existing
shareholders and an immediate dilution to new investors of $3.07 (approximately
61%) per share. As a result, public investors will bear most of the risk of loss
since their shares are being purchased at a cost substantially above the price
that existing shareholders acquired their shares. See "Dilution."

POSSIBLE NEED FOR ADDITIONAL FINANCING
The Company intends to fund its operations and other capital needs for the
next 12 months substantially from the proceeds of this offering, but there can
be no assurance that such funds will be sufficient for these purposes. The
Company may require substantial amounts of the proceeds of this offering for its
future expansion, operating costs and working capital. The Company has made no
arrangements to obtain future additional financing, if required, and there can
be no assurance that such financing will be available, or that it will be
available on acceptable terms. See "Use of Proceeds."

DEPENDENCE ON MANAGEMENT
The Company's success is principally dependent on its current management
personnel for the operation of its business. In particular, Daniel J.
Brentlinger, the Company's founder, president and

6
<PAGE>
chief executive officer, has played a substantial role in the organization,
development and management of the Company, although there is no assurance that
additional managerial assistance will not be required. The analysis of new
business opportunities will be undertaken by or under the supervision of the
management of the Company. The Company has recently entered into an employment
agreement with Mr. Brentlinger. However, if the employment by the Company of Mr.
Brentlinger terminates, or he is unable to perform his duties, the Company may
be substantially affected. The agreement also contains non-compete provisions
but are limited in geographical scope. The Company has agreed to purchase
key-man life insurance on Mr. Brentlinger in the amount of $3 million prior to
the closing of this offering. The Company will be the owner and beneficiary of
the term insurance policy. See "Use of Proceeds," "Business" and "Management."

DEPENDENCE ON QUALIFIED TECHNICAL PERSONNEL
The Company believes that its future success will depend in large part upon
its continued ability to recruit and retain qualified technical personnel.
Competition for qualified technical personnel is significant, particularly in
the geographic area in which the Company's operations are located. No assurances
can be made that the Company's relationship with its employees will remain good.
See "Management."

UNCERTAINTY OF PROPOSED MERGERS AND ACQUISITIONS CAMPAIGN

Following the closing of this offering, the Company intends to engage in a
mergers and acquisitions campaign in order to merge with or acquire companies
engaged in a similar business. The Company has not entered into any negotiations
to merge with or acquire any such target companies, but the Company has
identified several such companies engaged in a complementary business. The
Company can make no assurances that it will be able to merge with or acquire any
companies. Although the Company intends to utilize approximately $500,000 of the
net proceeds of this offering in its mergers and acquisitions activities during
the 12 months following the date of this Prospectus, no assurances can be made
that such funds will enable the Company to expand its base or realize profitable
consolidated operations. In addition, the Company's stockholders may not have
the opportunity to review the financial statements of any of the companies that
may be acquired or have the opportunity to vote on any proposed acquisitions
since Delaware law does not require such review and approval. The stockholders
of the Company will therefore be dependent on the judgment of the management of
the Company in their selection of merger and acquisition candidates. Should such
funds not be utilized in its mergers and acquisitions activities, the Company
intends to utilize the funds in equal amounts in working capital, capital
equipment and marketing and sales. See "Use of Proceeds."

MANAGEMENT'S BROAD DISCRETION IN APPLICATION OF NET PROCEEDS

The management of the Company has broad discretion to adjust the application
and allocation of the net proceeds of this offering, including funds received
upon exercise of the Warrants, of which there is no assurance, in order to
address changed circumstances and opportunities. As a result of the foregoing,
the success of the Company will be substantially dependent upon the discretion
and judgment of the management of the Company with respect to the application
and allocation of the net proceeds hereof. Pending use of such proceeds, the net
proceeds of this offering will be invested by the Company in temporary,
short-term interest-bearing obligations. See "Use of Proceeds."

UNCERTAIN PROTECTION OF PATENT, TRADEMARK, COPYRIGHT AND PROPRIETARY RIGHTS

7
<PAGE>
are protected under the common law concerning trade secrets. Such steps will
include the execution of nondisclosure agreement by key Company personnel and
may also include the imposition of restrictive agreements on purchasers of the
Company's products and services. There is no assurance that the execution of
such agreements will be effective to protect the Company, that the Company will
be able to enforce the provisions of such nondisclosure agreements or that
technology and other information acquired by the Company pursuant to its
development activities will be deemed to constitute trade secrets by any court
of competent jurisdiction.

SUBSTANTIAL COMPETITION
Businesses in the United States and abroad that are engaged in the
hydroponic industry and related products and services are significant in number
and highly competitive. Many of the companies with which the Company intends to
compete are substantially larger and have substantially greater resources than
the Company. It is also likely that other competitors will emerge in the future.
The Company will compete with companies that have greater market recognition,
greater resources and broader capabilities than the Company. As a consequence,
there is no assurance that the Company will be able to successfully compete in
its industry. See "Business."

LIABILITY AND INSURANCE
The Company provides training and related services to its customers in
connection with its hydroponic products and systems. The Company therefore may
be exposed to the risk of liability for personal injury. The Company maintains
quality control programs in an attempt to reduce the risk of potential damage to
persons and any associated potential liability. The Company maintains $500,000
per loss event/$1,000,000 policy aggregate of liability insurance covering
damages resulting from negligent acts, errors, mistakes or omissions in
rendering or failing to render its services. The Company is not a party to any
legal proceedings and, to the best of its information, knowledge and belief,
none is contemplated or has been threatened. See "Legal Proceedings."

LIMITATION ON DIRECTOR LIABILITY
As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation limits the liability of directors to the Company or
its stockholders for monetary damages for breach of a director's fiduciary duty
except for liability in four specific instances. These are for (i) any breach of
the director's duty of loyalty to the Company or its stockholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) unlawful payments of dividends or unlawful stock
purchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law, or (iv) any transaction from which the director derived an
improper personal benefit. As a result of the Company's charter provision and
Delaware law, stockholders may have more limited rights to recover against
directors for breach of fiduciary duty. See "Management -- Limitation on
Liability of Directors."

GOVERNMENT REGULATION
The Company is not currently subject to direct regulation by any state or
federal government agency other than regulations applicable to businesses
generally, and there are currently few laws or regulations directly applicable
to access to or to commerce on the Internet, a new electronic marketing medium
for the Company. However, due to the increasing popularity and use of the
Internet for electronic commerce, it is possible that a number of laws and
regulations may be adopted with respect to the Internet, conveying issues such
as user privacy, credit card use and the pricing of commercial products offered
for sale. The adoption of any such laws or regulations may stifle electronic
commerce on the Internet, which may in turn decrease the demand for the
Company's products and systems and increase the Company's cost of doing business
or otherwise have an adverse impact on the Company's business, operating results
or financial condition.

ARBITRARY OFFERING PRICE
There has been no prior public market for the Company's securities. The
price to the public of the shares offered hereby has been arbitrarily determined
by negotiations between the Company and the Representative and bears no
relationship to the Company's earnings, book value or any other recognized
criteria of value. The offering price of $5.00 per share is substantially in
excess of the net

8
<PAGE>
tangible book value of $.32 per share, derived from the Company's balance sheet
as of January 31, 1998, and in excess of the price received by the Company for
shares sold in prior transactions. See "Prospectus Summary -- Selected Financial
Data," "Underwriting," "Dilution and Other Comparative Data" and "Certain
Transactions."

REQUIREMENTS OF CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION IN
CONNECTION WITH THE EXERCISE OF THE WARRANTS

The Company will be able to issue the securities offered hereby, shares of
its Common Stock upon the exercise of the Warrants and the Underwriter's
Purchase Option only if (i) there is a current prospectus relating to the
securities offered hereby under an effective registration statement filed with
the Securities and Exchange Commission, and (ii) such Common Stock is then
qualified for sale or exempt therefrom under applicable state securities laws of
the jurisdictions in which the various holders of Warrants reside. Although the
Company intends to maintain a current registration statement, there can be no
assurance, however, that the Company will be successful in maintaining a current
registration statement. After a registration statement becomes effective, it may
require updating by the filing of a post-effective amendment. A post-effective
amendment is required when facts or events have occurred which represent a
material change in the information contained in the registration statement. The
Company intends to qualify the sale of the Warrants in a limited number of
states, although certain exemptions under certain state securities ("Blue Sky")
laws may permit the Warrants to be transferred to purchasers in states other
than those in which the Warrants were initially qualified. Qualification for the
exercise of the Warrants in the states is essential for the establishment of a
trading market in the securities. The Company can make no assurances that it
will be able to qualify its securities in any state. The Company will be
prevented, however, from issuing Common Stock upon exercise of the Warrants in
those states where exemptions are unavailable and the Company has failed to
qualify the Common Stock issuable upon exercise of the Warrants. The Company may
decide not to seek, or may not be able to obtain qualification of the issuance
of such Common Stock in all of the states in which the ultimate purchasers of
the Warrants reside. In such a case, the Warrants of those purchasers will
expire and have no value if such Warrants cannot be exercised or sold.
Accordingly, the market for the Warrants may be limited because of the Company's
obligation to fulfill the foregoing requirements. See "Description of
Securities," and "Underwriting."

LACK OF PRIOR MARKET FOR SECURITIES OF THE COMPANY

No prior market exists for the securities being offered hereby and no
assurance can be given that a market will develop subsequent to this offering.
The Underwriter may make a market in the securities of the Company upon the
closing of this offering, but there is no assurance that it will do so, or if a
market develops that it will be sustained. See "Description of Securities" and
"Underwriting."

WARRANTS SUBJECT TO REDEMPTION

The Company is offering 1,500,000 shares of Common Stock, $.01 par value per
share (the "Common Stock") and 2,000,000 Redeemable Common Stock Purchase
Warrants (the "Warrants"). The Common Stock and the Warrants (collectively, the
"Securities") are being offered separately and not as units, and each are
separately transferable. Each Warrant entitles the holder to purchase one share
of Common Stock at $5.25 per share (subject to adjustment) during the five-year
period commencing on the date of this Prospectus. The Warrants are redeemable by
the Company for $.05 per Warrant, on not less than thirty (30) days nor more
than sixty (60) days written notice if the closing bid price for the Common
Stock equals or exceeds $10.00 per share during any thirty (30) consecutive
trading day period ending not more than fifteen (15) days prior to the date that
the notice of redemption is mailed, provided there is then a current effective
registration statement under the Securities Act of 1933, as amended (the "Act")
with respect to the issuance and sale of Common Stock upon the exercise of the
Warrants. Any redemption of the Warrants during the one-year period commencing
on the date of this Prospectus shall require the written consent of the
Underwriter. See "Description of Securities" and "Underwriting."

The Company intends to qualify the sale of the securities in a limited
number of states, although certain exemptions under certain state securities
("Blue Sky") laws may permit the Warrants to be

9
<PAGE>
transferred to purchasers in states other than those in which the Warrants were
initially qualified. The Company will be prevented, however, from issuing Common
Stock upon exercise of the Warrants in those states where exemptions are
unavailable and the Company has failed to qualify the Common Stock issuable upon
exercise of the Warrants. The Company may decide not to seek, or may not be able
to obtain qualification of the issuance of such Common Stock in all of the
states in which the ultimate purchasers of the Warrants reside. In such case,
the Warrants of those purchasers will expire and have no value if such Warrants
cannot be exercised or sold. Accordingly, the market for the Warrants may be
limited because of the Company's obligation to fulfill the foregoing
requirements.

EXERCISE OF WARRANTS MAY HAVE DILUTIVE EFFECT ON MARKET

In addition to the 2,000,000 Warrants offered in this offering, the Company
will also issue to the Underwriter and/or persons related to the Underwriter,
for nominal consideration, warrants to purchase 150,000 shares of Common Stock
and 200,000 Warrants from the Company. The Underwriter's Warrants will be
exercisable for a five year period commencing from the effective date of the
offering at an exercise price of 160% of the price at which the Common Stock and
Warrants are sold to the public subject to adjustment. The Warrants may have
certain dilutive effects because the holders thereof will be given the
opportunity to profit from a rise in the market price of the underlying shares
with a resulting dilution in the interest of the Company's other shareholders.
The terms on which the Company may obtain additional capital during the life of
the Warrants may be adversely affected because the holders of the Warrants might
be expected to exercise them at a time when the Company would otherwise be able
to obtain comparable additional capital in a new offering of securities at a
price per share greater than the exercise price of the Warrants. The Company has
agreed that, at the request of the holders thereof under certain circumstances,
it will register under federal and state securities laws the Underwriter's
Warrants and/or the securities issuable thereunder. Exercise of these
registration rights may involve substantial expense to the Company at a time
when it could not afford cash expenditures and may adversely affect the terms
upon which the Company may obtain additional funding and may adversely affect
the price of the Common Stock. See "Underwriting."

NASDAQ SMALLCAP MARKET ELIGIBILITY AND MAINTENANCE

Under the current rules relating to the listing of securities on the Nasdaq
SmallCap Market a company must have (a) at least $4,000,000 in net tangible
assets, or $750,000 in net income in two of the last three years, or a market
capitalization of at least $50,000,000, (b) public float of at least 1,000,000
shares, (c) market value of public float of at least $5,000,000, and (d) a
minimum bid price of $4.00 per share, among other requirements. For a continued
listing, a company must maintain (a) at least $2,000,000 in net tangible assets,
or $500,000 in net income in two of the last three years, or a market
capitalization of at least $35,000,000, (b) public float of at least 500,000
shares, (c) market value of public float of at least $1,000,000 and (d) a
minimum bid price of $1.00 per share; among other requirements.

The Common Stock and the Warrants are expected to be eligible for initial
listing on the Nasdaq SmallCap Market under the current rules upon the closing
of this offering. If at any time after issuance the Common Stock and Warrants
are not listed on the Nasdaq SmallCap Market, and no other exclusion from the
definition of a "penny stock" under the Exchange Act were available,
transactions in the securities would become subject to the penny stock
regulations which impose additional sales practice requirements on
broker-dealers who offer and sell such securities.

If the Company should experience losses from operations, it may be unable to
maintain the standards for continued listing and the securities may be subject
to delisting from the Nasdaq SmallCap Market. Trading, if any, in the securities
would thereafter be conducted in the over-the-counter market on an electronic
bulletin board established for securities that do not meet the Nasdaq SmallCap
Market listing requirements or in what are commonly referred to as the "pink
sheets." As a result, an investor may find it more difficult to dispose of or to
obtain accurate quotations as to the price of the securities.

10
<PAGE>
REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF LOW-PRICED
SECURITIES

The Securities and Exchange Commission ("Commission") has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share, subject to certain
exceptions. Upon authorization of the securities offered hereby for quotation,
such securities will initially be exempt from the definition of "penny stock."
If the securities offered hereby fall within the definition of a "penny stock"
following the effective date, the Company's securities may become subject to
rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse). For transactions
covered by these rules, the broker-dealer must make a special suitability
determination for the purchase of such securities and have received the
purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell the Company's securities and may
affect the ability of purchasers in this offering to sell the Company's
securities in the secondary market. See "Description of Securities."

SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET

All of the Company's currently outstanding shares of Common Stock are
"restricted securities" and, in the future, may be sold upon compliance with
Rule 144, adopted under the Securities Act of 1933, as amended. Rule 144
provides, in essence, that a person holding "restricted securities" for a period
of one year may sell only an amount every three months equal to the greater of
(a) one percent of the Company's issued and outstanding shares, or (b) the
average weekly volume of sales during the four calendar weeks preceding the
sale. The amount of "restricted securities" which a person who is not an
affiliate of the Company may sell is not so limited, since nonaffiliates may
sell without volume limitation their shares held for two years if there is
adequate current public information available concerning the Company. Upon the
sale of the securities, and assuming that there is no exercise of any issued and
outstanding Warrants, the Company will have 3,500,000 shares of its common stock
issued and outstanding, of which 2,000,000 shares will be "restricted
securities." Therefore, during each three month period, a holder of restricted
securities who has held them for at least the one year period may sell under
Rule 144 a number of shares up to 35,000 shares. Non-affiliated persons who hold
for the two-year period described above may sell unlimited shares once their
holding period is met. However, pursuant to the terms of the Underwriting
Agreement, the stockholders of the Company have agreed not to sell, transfer,
assign or otherwise dispose of any restricted securities of the Company for a
period of 24 months following the date of this Prospectus. See "Dilution,"
"Principal Stockholders," "Certain Transactions," "Description of Securities"
and "Underwriting."

Prospective investors should be aware that the possibility of sales may, in
the future, have a depressive effect on the price of the Company's Common Stock
in any market which may develop and, therefore, the ability of any investor to
market his shares may be dependent directly upon the number of shares that are
offered and sold. Affiliates of the Company may sell their shares during a
favorable movement in the market price of the Company's Common Stock which may
have a depressive effect on its price per share. See "Description of
Securities."

11
<PAGE>
USE OF PROCEEDS

After deducting the underwriting discounts and commissions and estimated
offering expenses of this offering, the Company will receive net proceeds from
the offering of approximately $6,100,000. These net proceeds do not include the
exercise of the Underwriter's Over-Allotment Option. These proceeds, excluding
the exercise of any of the Warrants, will be utilized in order of priority by
the Company as listed below for approximately 12 months substantially as
follows:

<TABLE>
<CAPTION>
APPROXIMATE AMOUNT
OF NET PROCEEDS %
------------------- ---------
<S> <C> <C>
OPERATING COSTS AND WORKING CAPITAL
Business Development(1)................................ $ 2,350,000 38.53
Capital Equipment(2)................................... 1,250,000 20.49
Marketing and Sales(3)................................. 750,000 12.30
Mergers and Acquisitions(4)............................ 500,000 8.19
Working Capital(5)..................................... 1,250,000 20.49
------------------- ---------
TOTAL.............................................. $ 6,100,000 100.00
------------------- ---------
------------------- ---------
</TABLE>

- ------------------------
(1) Includes hydroponic products and systems development, annual salaries for
technical and services support and training personnel. The officers and
employees of the Company also intend to receive remuneration as part of an
overall group insurance plan providing health, life and disability insurance
benefits for employees of the Company. Includes annual general and
administrative employee salaries, exclusive of management salaries,
associated benefits, related office rent and miscellaneous office expenses.
The salaries of the officers of the Company will be paid from the Company's
cash flow and not from the proceeds of this offering. See "Management--
Remuneration."

(2) The Company intends to purchase and/or lease certain additional capital
equipment and product inventory including, but not limited to, hydroponic
hardware equipment and systems, computer hardware/software and systems,
telephone and facsimile systems, security systems and office equipment and
furniture.

(3) The amount allocated by the Company for marketing and sales includes
marketing materials, advertising, business travel and a significant
expansion of its marketing and sales staff.

(4) Following the closing of this offering, the Company intends to engage in a
mergers and acquisitions campaign in order to merge with or acquire
complementary companies in the $10 million to $25 million revenue range. The
Company has not entered into any negotiations, agreements, arrangements or
understandings with respect to the merger with or acquisition of any such
target companies, or has any such agreement or understandings with any
brokers or finders regarding same. The Company can make no assurances that
it will be able to merge with or acquire any companies. Although the Company
intends to utilize not more than $500,000 in its mergers and acquisitions
activities during the 12 months following the date of this Prospectus, no
assurances can be made that such funds will enable the Company to expand its
base or realize profitable consolidated operations. Whenever possible, the
Company intends to issue its securities rather than use such cash funds to
consummate a merger or acquisition. The ability of the Company to engage in
a mergers and acquisitions campaign in view of the Company's resources is
uncertain. Should such funds not be utilized in its mergers and acquisitions
activities, the Company intends to utilize the funds in equal amounts in
capital equipment and marketing and sales.

(5) Working capital will be utilized by the Company to enhance and, otherwise,
stabilize cash flow during the initial 12 months of operations following the
closing of this offering, such that any

12
<PAGE>
shortfalls between cash generated by operating revenues and costs will be
covered by working capital. Although the Company prefers to retain its
working capital in reserve, the Company may be required to expend part or
all of these proceeds as financial demands dictate.

Although it is uncertain that the Company's shares of Common Stock will rise
to a level at which the Warrants would be exercised, in the event subscribers in
this offering elect to exercise all of the Warrants herein (not including the
Underwriter's Over-allotment Option or the Underwriter's Purchase Option), the
Company will realize gross proceeds of approximately $10,500,000. Management
anticipates that the proceeds from the exercise of the Warrants would be
contributed to working capital of the Company. Nonetheless, the Company may at
the time of exercise allocate a portion of the proceeds to any other corporate
purposes. Accordingly, investors who exercise their Warrants will entrust their
funds to management, whose specific intentions regarding the use of such funds
are not presently and specifically known.

The Company is unable to predict the precise period for which this offering
will provide financing, although management believes that the Company should
have sufficient working capital to meet its cash requirements for the 12 months
period following the date of this offering. Accordingly, the Company may need to
seek additional funds through loans or other financing arrangements during this
period of time. No such arrangements exist or are currently contemplated and
there can be no assurance that they may be obtained in the future should the
need arise.

Pending utilization, management intends to make temporary investment of the
proceeds in bank certificates of deposit, interest-bearing savings accounts,
prime commercial paper or federal government securities.

13
<PAGE>
DILUTION

As of January 31, 1998, the Company had net tangible book value of $646,000
or $.32 per share, derived from the Company's balance sheet as of January 31,
1998. Net tangible book value per share means the tangible assets of the
Company, less all liabilities, divided by the number of shares of Common Stock
outstanding. After giving effect to the sale of the Common Stock offered hereby
at an assumed price of $5.00 per share after deducting underwriting discounts
and estimated offering expenses, pro forma net tangible book value would have
been $6,746,000 or $1.93 per share. The result will be an immediate increase in
net tangible book value per share of $1.61 (approximately 603%) to existing
shareholders and an immediate dilution to new investors of $3.07 (approximately
61%) per share. As a result, public investors will bear most of the risk of loss
since their shares are being purchased at a cost substantially above the price
that existing shareholders acquired their shares. "Dilution" is determined by
subtracting net tangible book value per share after the offering from the
offering price to investors. The following table illustrates this dilution
assuming no exercise of the over-allotment option:

<TABLE>
<S> <C> <C>
Public offering price per share of the Common Stock offered hereby... $ 5.00
Net tangible book value per share, before the offering............. $ .32
Increase per share attributable to the sale by the Company of the
shares offered hereby............................................. $ 1.61
---------
Pro forma net tangible book value per share, after the offering...... $ 1.93
---------
Dilution per share to new investors.................................. $ 3.07
---------
---------
</TABLE>

The above table assumes no exercise of the Warrants, the Over-allotment
Option or the Representative's Purchase Option. See "Description of Securities."

The following table summarizes the investments of all existing stockholders
and new investors after giving effect to the sale of the shares offered hereby
assuming no exercise of the Representative's Over-allotment Option:

<TABLE>
<CAPTION>
PERCENTAGE PERCENT OF AVERAGE
SHARES OF TOTAL AGGREGATE TOTAL PRICE PER
PURCHASED SHARES CONSIDERATION INVESTED SHARE
----------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Present Stockholders............................. 2,000,000 57.14% $ 3,999 .05% $ --
-----
-----
Public Stockholders.............................. 1,500,000 42.86% $ 7,500,000 99.95% $ 5.00
----------- ----------- ------------- ----------- -----
-----
Total........................................ 3,500,000 100.00% $ 7,503,999 100.00% $ 2.14
----------- ----------- ------------- ----------- -----
----------- ----------- ------------- ----------- -----
</TABLE>

If the Over-allotment Option is exercised in full, the public stockholders
will have paid $8,625,000 and will hold 1,725,000 shares of Common Stock,
representing 99.95% percent of the total consideration and 46.31% percent of the
total number of outstanding shares of Common Stock. See "Description of
Securities" and "Underwriting."

14
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company, as of
January 31, 1998 and as adjusted to reflect the sale of the securities offered
hereby. The table should be read in conjunction with the Financial Statements,
and the notes thereto.

<TABLE>
<CAPTION>
JANUARY 31,
1998 AS ADJUSTED(1)
------------- --------------
<S> <C> <C>
Long-term debt (2)................................................................. $ 1,045,000 $ 1,045,000
------------- --------------
Stockholders' equity
Common Stock, $.01 par value, 25,000,000 shares authorized, 2,000,000 shares
outstanding; 3,500,000 shares outstanding, as adjusted.......................... $ 20,000 $ 35,000
Additional paid-in capital....................................................... 520,000 6,605,000
Notes receivable stockholders.................................................... (525,000) (525,000)
Retained earnings................................................................ 631,000 631,000
------------- --------------
Total stockholders' equity..................................................... 646,000 6,746,000
------------- --------------
Total capitalization........................................................... $ 1,691,000 $ 7,791,000
------------- --------------
------------- --------------
</TABLE>

- ------------------------
(1) As adjusted to reflect the net proceeds of this offering. Assumes no
exercise of (i) the Warrants; (ii) the Underwriter's Over-allotment Option
to purchase up to 225,000 shares of Common Stock and 300,000 Warrants; or
(iii) the Underwriter's Purchase Option to purchase up to 150,000 shares of
Common Stock and 200,000 Warrants. See "Description of Securities" and
"Underwriting."

(2) Long-term debt consists primarily of capital lease obligations from related
and non-related parties. See Note C to the Company's Financial Statements.

DIVIDEND POLICY

Holders of the Company's Common Stock are entitled to dividends when, as and
if declared by the Board of Directors out of funds legally available therefor.
The Company does not anticipate the declaration or payment of any dividends in
the foreseeable future. The Company intends to retain earnings, if any, to
finance the development and expansion of its business. Future dividend policy
will be subject to the discretion of the Board of Directors and will be
contingent upon future earnings, if any, the Company's financial condition,
capital requirements, general business conditions and other factors. Therefore,
there can be no assurance that any dividends of any kind will ever be paid by
the Company.

15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

CropKing, Incorporated ("Company") designs, develops, manufactures, markets
and sells proprietary, commercial hydroponic products and systems, and related
technology, equipment and supplies to customers in the United States and abroad
for the commercial year-round production of high value, specialty, disease and
pesticide-free plant and floral crops, such as tomatoes, lettuce, peppers,
herbs, strawberries and roses. The Company's hydroponic products and systems are
offered to its prospective commercial and individual customers in standard and
custom-designed configurations, providing versatile commercial structures,
products and systems, including related technology, equipment and supplies, on a
turn-key basis. The Company's hydroponic products and systems are offered
through direct marketing and sales, dealers and distributors and by mail order.

Unlike the generic greenhouses and equipment sold by other suppliers, the
Company offers a controlled environment hydroponic products and systems design
for the commercial year round production of high value, specialty, disease and
pesticide-free plant and floral crops. A significant advance over conventional
glass hothouses of the past, the Company's advanced greenhouse design utilizes
energy efficient clear double covers constructed with the most advanced polymer
technology available to keep energy costs to a minimum. The Company's
proprietary design allows it to withstand high winds and heavy snow anywhere in
the U.S. and still maintain ideal growing conditions inside.

A complete hydroponics system, which is offered in standard and
custom-designed configurations, includes heating, cooling and ventilation
equipment, as well as dehumidification, optional floor heating, computerized
environmental controller and monitor and an automated nutrient injection system.
The Company does all the work for its customers on a turn key basis in sourcing
and configuring its hydroponic products and systems from reputable and
dependable suppliers, so that all of the parts to a system will work in harmony
together. Also, the Company's technicians analyze a customer's water source to
develop an appropriate nutrient program.The Company's technical staff conducts
periodic and subsequent analyses to keep the customer's nutrients optimized for
its target crops.

The Company's marketing, distribution and sales strategy targets commercial
and independent growers, dealers and distributors, mail order customers and
Internet (address: www.cropking.com) customers. At year end July 31, 1997,
commercial and independent growers represented approximately 87 percent of
sales, dealers and distributors represented approximately seven percent of
sales, and mail order customers and Internet customers represented approximately
six percent of sales. The Company believes that its mail order and Internet
customers will gain a larger percentage of its sales in the future due to
stronger marketing efforts by the Company and a general trend in the market
towards the electronic marketplace.

The Company also uses direct marketing of its hydroponic products, systems
and services, and intends to use a variety of other marketing programs to
stimulate demand for its products, systems and services. These programs are
focused on the target markets mentioned above and are designed to leverage the
Company's mail order list (more than 100,000 current and prospective customers)
and the Internet, and both are powerful marketing vehicles. In addition, the
Company intends to develop co-marketing programs with strategic corporate
partners designed to take advantage of complementary marketing capabilities,
E.G., agribusiness companies with mail order catalogues and other marketing and
distribution channels for the Company's hydroponic products and systems.

The Company also markets and distributes its products in the U.S. and abroad
in part by disseminating its products and systems through multiple national and
international distribution

16
<PAGE>
channels. The Company heretofore has had limited resources to market and
distribute its products and systems. The Company can make no assurances as to
the future success of its marketing and distribution strategy. Furthermore, the
Company has limited resources to achieve the distribution of its products and
systems and no assurances can be made that the Company will not require
additional financing, which may not be available, to achieve such objective. The
Company has designed its marketing and distribution strategy to address the
particular requirements of its commercial and independent growers, and
individual customers. Therefore, the Company's marketing and distribution
efforts consists of a direct sales force of four persons, dealers and
distributors, telesales, mail order catalogue and the Internet. Following the
closing of this offering, the Company intends to increase its direct sales force
by three persons, all of whom will work on a base salary plus a sales
commission. There can be no assurance that such internal expansion will be
successfully completed, that the cost of such expansion will not exceed the
revenues generated; or that the Company's marketing and distribution
organization will be able to successfully compete against the significantly more
extensive and well-funded marketing and distribution operations of many of the
Company's current or potential competitors. The Company's inability to
effectively manage its internal expansion may have a material adverse effect on
the Company's business, operating results or financial condition.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JANUARY 31, 1998, COMPARED TO SIX MONTHS ENDED JANUARY 31,
1997.

For the six months ended January 31, 1998, the Company reported revenue of
$2,969,000 from the sale of its hydroponic products, systems and services, a 4%
increase compared to the same period ending January 31, 1997 where the Company
reported revenue of $2,865,000 on the sale of its products, systems and
services. The increase was primarily attributable to an increase in the sale of
hydroponic supplies and service revenues. The Company's gross margin on sales
increased to 40% in the six months ended January 31, 1998 from 37% in the six
months ended January 31, 1997. The increase in gross margin is directly
attributable to the increase in service revenue.

Selling, general and administrative expenses increased to $888,000 in the
six months ended January 31, 1998 from $806,000 in the six months ended January
31, 1997. The increase was the result of expenditures primarily in product
development and professional fees. Service related expenses also increased.

Interest and financing charges decreased in the six months ended January 31,
1998 to $58,000 from $61,000 in the same period of 1997 due to a decrease in
borrowings.

YEAR ENDED JULY 31, 1997 COMPARED TO JULY 31, 1996.

For the year ended July 31, 1997, sales of its hydroponic products, systems
and services increased to $5,032,000 as compared to $3,854,000 for the year
ended July 31, 1996 for a 31% increase. The sales increase was the result of
increased demand resulting from expanded marketing effort for the Company's
hydroponic products and systems. The Company's gross margin on sales increased
by approximately 2% for 1997 as compared to 1996 primarily due to the increase
in higher margins on hydroponic system sales and increased service revenues.

Selling, general and administrative expenses increased to $1,711,000 for the
same period in 1997 from $1,249,000 in the same period in 1996. Such increase in
expenses was the result of increased wages and benefits, freight costs and
product development expenses. The increased wages are associated with additional
management and administrative staff needed to support operations. Product
development costs also increased to $104,000 for the same period in 1997 from
$40,000 for the same period in 1996 as a result of the further technical
development of certain products and systems offered by the Company to its
customers. As a result of increased sales, increased management and
administrative costs and increased product development costs, the Company's
operating profit was $263,000 for the same period in 1997 as compared to
$176,000 for the same period in 1996.

17
<PAGE>
Interest and financing expenses increased to $120,000 in the same period in
1997 as compared to $119,000 for the same period in 1996 as a result of greater
borrowings outstanding during 1997.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operations to date have concentrated on continuing development
of its hydroponic products and systems, establishing acceptance of its products
and systems in its industry, providing technical service to its existing
customer base and expansion of its business. The Company has, historically
financed these activities through internally generated cash flows from
operations and financing through long-term obligations (see Note C to the
Company's Financial Statements). Management of the Company believes that cash
flow provided by operations and the net proceeds of this offering will be
sufficient to sustain operations for the remainder of fiscal 1998 and fiscal
1999. Additional financing may be necessary to provide for continued product
development and operations in fiscal 2000.

In January 1998, the Company entered into a letter of intent with the
Underwriter for this initial public offering of the Company's securities. The
net proceeds of this offering, aggregating approximately $6,100,000, should
provide adequate working capital for the Company to enhance and, otherwise,
stabilize cash flow during at least the 12 months of operations following the
closing of this offering, such that any shortfalls between cash generated by
operating revenues and costs will be covered by working capital. Although the
Company prefers to retain its working capital in reserve, the Company may be
required to expend part or all of these proceeds as financial demands dictate.

Pending utilization, management of the Company intends to make temporary
investment of the proceeds in bank certificates of deposit, interest-bearing
savings accounts, prime commercial paper or federal government securities.

IMPACT OF INFLATION

The Company does not believe that inflation has had a material adverse
effect on income since its inception. Increases in supplies or other operating
costs may adversely affect the Company's operations; however, the Company
believes it may increase prices of its hydroponic products, systems and services
to offset increases in operating costs.

SEASONALITY

Based on its experience to date, the Company believes that its future
operating results will not be subject to seasonal changes. Such effects, should
they occur, may be apparent in the Company's operating results during a period
of expansion. However, the Company can make no assurance that its business can
be significantly expanded.

18
<PAGE>
BUSINESS

OVERVIEW

THE HYDROPONIC INDUSTRY

Hydroponics may be generally defined as the science of growing disease and
pesticide-free plants in soilless, insert media, to which is added a water
soluble nutrient containing the essential elements needed by the plant for
optimum growth and development. It is not a new scientific endeavor, with work
being done by researchers as early as the 1600's. In the early 1930's W. F.
Gericke of the University of California applied laboratory experiments in plant
nutrition to practical and commercial use. In doing so, he termed these
nutri-culture system, "hydroponics," derived from two Greek words, HYDRO and
PONOS, hydro, meaning water, and ponos, meaning labor, or literally, working
water.

Only since the mid 1980's, has hydroponics taken a major step forward with
the introduction of two particular growing media, including rockwool and
perlite. The advantages of these two media have allowed hydroponics to move
forward and become accepted as a practical and profitable way of growing certain
crops. Gericke's application of hydroponics soon proved itself by providing food
for troops stationed on non-arable islands in the Pacific in the early 1940's.
In 1945, the U.S. Army Air Force solved its problem of providing its personnel
with fresh vegetables by practicing hydroponics on the rocky islands normally
incapable of producing such crops.

With the development of plastics, hydroponics took another large step
forward. Plastics freed growers from the costly construction of concrete tanks
and beds previously used. Today, computerized environmental control systems,
automated injector feed systems, plastic plumbing and grow bags and other
technological innovations, have allowed growers to become increasingly efficient
in their production of crops using hydroponics, thereby reducing both capital
and operational costs.

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technology. Much of the production is shipped to the United States and other
countries at premium prices. England's hydroponic industry, while somewhat
smaller than Holland's, still includes well over four thousand acres of
hydroponic greenhouse production. Canada has over one thousand acres, but in the
United States, there are currently only about one thousand acres of hydroponic
greenhouse production.

Why this small amount, in a country far larger geographically and in
population than its European counterparts? It is primarily because U.S. demand
for high quality vegetables has lagged behind that of other countries. Not until
the "baby boomer" generation matured did the consumer demand the quality that
only hydroponics can provide. Thus, in the late 1970's and early 1980's as the
post-war generation entered the market, they demanded quality produce, and
exhibited a willingness to pay a premium price to obtain it.

Hydroponic production techniques have significantly improved, and
agriculturally inclined entrepreneurs have begun to meet that demand. The
growing systems used in Holland and several other countries where hydroponic
technology is advanced, include the perlite and rockwool systems and rarely is
any other system considered by these up-to-date growers. The Company has
"packaged" its own proprietary technology that the Company believes is the most
efficient, most productive technology in its industry and offers it on a
turn-key basis to its customers worldwide.

Commercial hydroponics lends itself well to individual and small business
operated greenhouse enterprises where with good management practices, it can be
profitable supplying local markets with fresh produce on a year round basis. The
Company believes that markets for hydroponically grown produce have been
established and demand currently exceeds supply.

The advantages of hydroponics VIS A VIS traditional field agriculture are
significant, including:

-Superior taste, quality, appearance, uniformity and extended shelf life of
hydroponic vegetables.

-No sterilization of growing media required and plant nutrition is easily
and completely controlled within nutrient tanks.

-No weeds, no cultivation, no soil borne diseases or insects. Allows for
uniform water availability to plants.

-Closer plant spacing is possible and moveable plant channels allow greater
production from equal areas for some crops.

-Less water is required and less fertilizer needed. Root zone heating, known
to especially benefit tomatoes and cucumbers, is feasible and practical.

-Use of biological controls including beneficial insects and safe methods of
insect control are possible in a controlled environment system.

For many of the Company's customers, tomatoes are the ideal crop to produce
due to their high demand and high market value. Since tomatoes are a universal
staple in the American diet, they are easily marketed, even in outlying rural
areas away from major markets. This ease of marketing all that a grower can
produce is an important issue to consider when choosing a hydroponic crop. Also,
with a ten day shelf life, tomatoes need no refrigeration or special treatment
prior to delivery to market.

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<PAGE>
unionized labor, and climatic conditions are increasing the cost to produce
field vegetables, and are causing a shift of vegetable production closer to the
markets, making controlled environment tomato production a particular profitable
alternative for the grower who is looking to diversify.

The quality of the hydroponically grown tomato is superior, with a beautiful
appearance, smooth skin, little or no blemishes, a deep red color when fully
ripe, a real tomato aroma, a meaty texture and an excellent taste, much like
very carefully cultivated garden tomatoes. Produce buyers are anxious to find
suppliers for this quality of tomato at a reasonable price.

Most hydroponic growers prefer to grow a single tomato crop for the entire
year, with northern growers usually planting seeds in early January, and
southern growers planting in August. Some growers plant two crops per year, a
spring and a fall crop, thereby eliminating the lower price received during the
summer months and allowing a reduction in labor at those times. In the north,
while the price is lower for a month or so in the summer time, hydroponic
tomatoes bring a premium price, right through the home grown season.

To make a full time business, to generate sufficient wages for the
owner/operator customer, and to earn a reasonable profit, the Company recommends
a quarter acre, four bay greenhouse as the minimum size to begin with. Some
customer growers wishing to start out on a smaller scale choose either a 30' X
124' free-standing unit, or a two bay connect unit, which can be added onto in
the future.

Hydroponic tomatoes can be grown in several types of soilless systems, with
perlite bags being one of the most popular. Rockwool, peat bags and NFT
(Nutrient Film Technique), are also used by some growers. The perlite bag
system, developed by growers in Scotland, is becoming the most popular system
due to the lower capital costs and ease of installation and management. Although
perlite is the system included in the Company's systems, the Company is able to
offer a variety of other systems, depending on the grower's requirements.

STRATEGY

The Company believes that the hydroponic industry will be an important
industry in the foreseeable future due to four overriding environmental issues
that have worldwide implications and which are instrumental in the Company's
business strategy:

DECREASING FRESH WATER SUPPLIES AND WATER QUALITY.

During this century demands for fresh water have soared worldwide. This is
due to rapid industrialization and the needs of a rapidly expanding world
population. Almost all of open field crops in the U.S. and many other countries
draw heavily from rivers and underground aquifers. Whole agricultural regions
depend on these sources, and many water sources are fast disappearing.

For example, the Ogalala Aquifer, which stretches from Canada down through
the Southwestern U.S., is responsible for millions of acres of bountiful
croplands and grazing lands. The United States Geological Survey (USGS) reports
that this aquifer, which has only been in heavy use for less than 50 years, is
more than two-thirds depleted in some areas. It is estimated that much of this
aquifer will be close to bone dry in 30-40 years with current usage. This
aquifer may take thousands of years to replenish itself.

The many fresh water wells in the Middle East are another example. Up to 30
years ago, water in these wells was always available a few meters down--even at
the end of severe 7-12 years droughts that have been recorded periodically
during the past 3,000 years. Now, at some of these wells, it is necessary to go
down 1,000 meters and more to draw water. Moreover, as underground water table
levels decline, or pockets (known as "lenses") of fresh water become smaller,
water usually becomes more "brackish;" it has higher concentrations of dissolved
salts. When this water is used for irrigation, and the water evaporates, it
leaves a salt residue (known as "salinization"). As this salt residue builds up,
it reaches a level where plants will not grow in it.

21
<PAGE>
Many of California's formerly productive agricultural lands no longer grow
crops. They are coated by, and saturated with, salt. Something similar can be
seen along the Nile in Egypt below the Aswan Dam. The annual flooding of the
undamed Nile used to wash away evaporated salts from what was some of the most
fertile land in the world. Now the farmland shines white with salt instead of
green with crops.

Another problem is increasing contamination of rivers and aquifers with the
excessive use of chemical fertilizers and insecticides on farms, plus chemical
pollution from urban development and industry. 250 million tons of industrial
waste is generated every year, much of it released into the air. Also, heavy
metals and deadly chemicals are leached by water from garbage and toxic wastes
in landfills, finding their way into underground water and waterways, which are
often used to irrigate crops. One of many examples is cadmium. This toxic heavy
metal is readily taken up by the root system of lettuce and works its way into
the leaves. Eating those lettuce leaves in salads means ingesting a toxic
chemical that the body stores away. When enough cadmium accumulates, it means
serious health problems.

Good quality fresh water can only become more scarce, more expensive and
more controlled. A well managed hydroponic plant wastes no water. That is
because whatever the plant does not use is recirculated instead of draining
away. Excellent water utilization provides a strong competitive advantage for
the hydroponic industry.

INCREASING FREQUENCY OF CLIMATE RELATED PROBLEMS.

In recent years, farmers in the U.S. and abroad have experienced more
climate and weather related problems than ever before, severely curtailing
production of many basic crops. Freezes in southern Florida and throughout
southern U.S. have significantly damaged field tomato production for the past
several years. Droughts, floods, wind, hail, early freezes and late frosts, have
significantly upset the typical planting and harvesting schedules of farmers
throughout the U.S.

This year's El Nino storms have caused more areas of the country to be
considered disaster areas than any other single event of this century. El Nino's
heavy rains and high winds have caused substantial crop damage to tomato,
lettuce, cucumber and pepper crops in California, strawberry and tomato crops in
Florida, peach and apple orchards in the southeast, and will delay or prevent
early plantings of many food crops in the midwest this Spring.

If conditions in the 1990's are similar to two similar weather cycles of the
last century (and so far they have been worse), we may expect to continue to
encounter climate extremes of drought, flood and other severe and unusual
weather on a worldwide basis. It is predicted that a major drought combined with
current population trends may cause widespread food shortages and possibly a
worldwide food crisis, persisting for several years. World political power may
center around food and water, not necessarily on just oil or technology, as it
does today. Witness what is currently occurring in North Korea, where
alternating drought and floods have devastated the farmers' ability to feed
their countrymen.

There is recent evidence that our planet may have entered a period linked to
weather and climate extremes, plus increased volcanic and earthquake activity.
The natural forces at work may last several years. New weather patterns caused
by El Nino are already shifting rainfall and its timing. Weather patterns are
significantly changing the growing conditions in many parts of the world to such
an extent that farmers worldwide are having a difficult time knowing when and
when not to plant their crops. Many of the areas we have come to rely on as
primary crop producing regions may be affected. Until a new weather pattern
stabilizes, we should expect much more unpredictability and less favorable
growing conditions. Further, these historic climatic concerns are likely to be
magnified by the continuing erosion of the earth's ozone layer, unprecedented
overpopulation that is already straining natural resources, and the depletion of
fresh water supplies.

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<PAGE>
This climatic environmental issue favors protected crops, controlled
environment agriculture and hydroponics. With a well designed hydroponic growing
system, a grower can do much to protect plants from drought and flooding,
unseasonable frosts and freezes, wind and hail, and other sudden and more common
changes in climate conditions. The Company believes that these are strong
competitive advantages for the hydroponic grower and represents a significant
business opportunity for the Company.

INCREASING EROSION OF TOP SOIL AND SOIL DEGRADATION.

More than three billion acres of agricultural land has sustained heavy soil
damage due to human action. That is an area the size of China and India
combined. The World Resources Institute reports that:

-22 million acres no longer support vegetation,

-740 million acres need extensive restoration, and

-2,300 million acres need major and costly reclamation.

The cost of restoration and reclamation, or even of meeting modest
regulations needed to control soil erosion and contamination, is beyond the
means of most developing countries.

Soil erosion is among the major environmental problems facing the world
today. Each year an estimated two billion tons of top soil are lost to wind or
to water runoff. Agricultural output in many areas continues to decline because
of erosion and soil degradation. Major causes cited by the World Resources
Institute include:

-Overgrazing by livestock causes 35% of soil erosion. It is widespread in
Africa and Oceania.

-Deforestation accounts for 30% of soil erosion. It is predominant in South
America and increasing in South East Asia.

-Harmful agricultural practices are responsible for 28% of soil loss and
degradation. It occurs because of over-fertilization and insufficient
fallow or rest periods. "Slash and burn" methods by poverty-stricken
inhabitants in Africa, Asia and South America leave fields vulnerable to
erosion.

-Salinization, the build up of salts in soil, has been discussed above.

-Soil compaction, due to commercial farming methods is another problem. In
addition to water and nutrients, plant roots need easy access to oxygen for
best growth.

Hydroponic crops are not grown out of depleted and/or contaminated soil.
Special nutrient formulas provide more than just basic elements, and often
include subtle trace elements that "maximize the genetic potential" of the
plant. These formulas help the plant and its fruit develop to be the best it can
be. In addition, some hydroponic growing systems maximize the oxygen that
reaches the plant's root system, and that is very beneficial to plant growth.

INCREASING RESISTANCE OF INSECT PESTS AND PLANT DISEASES TO CHEMICAL
CONTROLS.

Insects play essential roles in nature. They aid bacteria and other
organisms in soil formation. Many plants depend on insects for pollination. A
few insects produce important commercial products--honey, silk, wax, dyes and
pigments, for example. However, the United Nations Food and Agriculture
Organization ("UNFAO") estimates that one-third of all cultivated crops are now
lost to insect pests. That percentage is rapidly increasing according to UNFAO.

Direct damage is done by feeding on leaves, stems, roots or fruit. Indirect
damage occurs when insects transmits bacterial, or more frequently, viral
infections to a crop. For example, in the American Southwest and Mexico, the
white fly is known to transmit a virus that devastates both open field and
protected crops, and for which no effective control is known.

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The first large scale use of pesticides in agriculture was in the 1860's.
Massive use of pesticides and insecticides in the U.S. began in the 1940's--only
about 60 years ago. Other countries followed our practices or accepted U.S. aid
and our practices. Since the 1950's, pesticide resistant species have increased
dramatically. As of 1997 at least 520 insects and mites, at least 150 plant
diseases and at least 113 weeds have developed resistance to one or more
pesticides meant to control them. In addition, 17 insect species are resistant
to all major classes of insecticides. Several plant diseases are now immune to
most fungicides used against them.

Growing healthy plants and using biological controls are becoming
increasingly important. The Company believes that a skilled grower can have a
significant advantage in a hydroponic greenhouse. More important for customer
business, significant segments of the market are willing to seek out and to pay
a premium price for high grade produce that is grown without the use of
dangerous pesticides, insecticides and fungicides.

The Company believes that as these four environmental issues intensify, its
strategy will be to define its hydroponic products and systems as a part of the
solution to these important and overriding worldwide concerns. The Company's
hydroponic products and systems have been designed to offer a lower risk, higher
profit alternative to traditional outdoor agriculture, combining the advantages
of soilless growing techniques with a technically controlled greenhouse
environment for unprecedented control over the quality and consistency of many
high yield crops, including tomatoes, lettuce, peppers, herbs, strawberries and
roses. By providing plants with the right amounts of nutrients for optimum
growth, maintaining the right balance of temperature and humidity and applying
proper biological methods of insect control, the Company's customers should be
able to produce commercial, year-round high value, specialty, disease and
pesticide-free plants and floral crops.

Also, an important part of the Company's strategy is to stress the
significant environmental and economic advantages of its hydroponic products and
systems over traditional field agriculture.

<TABLE>
<CAPTION>
TRADITIONAL FIELD AGRICULTURE CROPKING'S HYDROPONIC PRODUCTS AND SYSTEMS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
Picked green and "gassed" to maturity Fresh, vine ripened, harvested at the
peak of taste and appearance

Shipped long distances to market Grown close to market

Seasonal production, when all Grown out of season
field growers have product when demand is highest

Subject to weather-related problems; Controlled environment insures
frost, freeze, flood, drought, wind, rain optimum growing climate

Soil related problems; weeds, insects, disease No soil means no soil problems

Chemical means of insect and disease control Safe, biological means of
insect and disease control

Poor quality--poor consumer Superior quality--good consumer
acceptance acceptance
</TABLE>

HYDROPONIC PRODUCTS AND SYSTEMS

The Company designs, develops, manufactures, markets and sells proprietary,
commercial hydroponic products and systems, and related technology, equipment
and supplies, to customers in the United States and abroad for the commercial
year-round production of high value, specialty, disease and pesticide-free plant
and floral crops. The Company's hydroponic products and systems are offered to
its prospective commercial and individual customers in standard and
custom-designed configurations, providing versatile commercial structures,
products and systems, including related technology, equipment and supplies, on a
turn-key basis.

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Unlike the generic greenhouses and equipment sold by other suppliers, the
Company offers a controlled environment hydroponic products and systems design
for the commercial year round production of high value, specialty, disease and
pesticide-free plant and floral crops. A significant advance over conventional
glass hothouses of the past, the Company's advanced greenhouse design utilizes
energy efficient clear double covers constructed with the most advanced polymer
technology available to keep energy costs to a minimum. The Company's
proprietary design allows it to withstand high winds and heavy snow anywhere in
the U.S. and still maintain ideal growing conditions inside.

A complete hydroponics system, which is offered in standard and
custom-designed configurations, includes heating, cooling and ventilation
equipment, as well as dehumidification, optional floor heating, computerized
environmental controller and monitor and an automated nutrient injection system.
The Company believes that its computerized environmental controllers and
monitors do not contain software subject to year 2000 issues and concerns that
would have a material adverse impact on its business, operating results or
financial condition. The Company does all the work for its customers on a turn
key basis in sourcing and configuring its hydroponic products and systems from
reputable and dependable suppliers, so that all of the parts to a system will
work in harmony together. Also, the Company's technicians analyze a customer's
water source to develop an appropriate nutrient program. The Company's technical
staff conducts periodic and subsequent analyses to keep the customer's nutrients
optimized for its target crops.

A standard 30' X 124' free standing configuration of the Company's
hydroponic system includes the following features:

1. HYDROPONIC GREENHOUSE STRUCTURE

All of the Company's hydroponic greenhouse structures feature high strength
galvanized structural steel tubing, with 50,000-55,000 PSI tensile strength.
Frame, galvanized structural steel, with 4' arch spacing, with ground stakes,
couplers, five purlins, wind braces, cross braces, connectors, driving head,
hardware and blueprints. Also includes 2" x 4" end wall brackets for attaching
endwall studs.

2. ENTRANCE DOOR

Greenhouse entrance door, steel clad, insulated door with window, aluminum
casing, handle and lockset.

3. U.V. RESISTANT COVER

Two covers, 3 year U.V. resistant cover film with inner layer of infrared
energy saving and outer layer U.V.A. clear. End cover is simple layer, 3 year
U.V.A. film.

NOTE: POLYCARBONATE ENDWALL COVERING IS OPTIONAL.

Aluminum extruded cover lock for base and cedar fascia for end arches.
Barten tape for end framing, with screws, bit and mallet.

Air inflation kit with blower and mounting hardware for double wall
insulated cover system.

4. COOLING SYSTEM

Two 48" American Coolair exhaust fans with galvanized slope wall housing,
fan guards, aluminum shutters (one 1-speed, one 2-speed).

Glacier Cor evaporative pad cooling system, with water distribution system,
pad retainer, aluminum water return system, pump, float valve plumbing kit.

NOTE: SUMP TANK IS NOT INCLUDED AND MUST BE PURCHASED LOCALLY.

5. HEATING SYSTEM

Two gas unit heaters, propeller type, with aluminized steel heat exchanger
(10 year warranty), gravity vented with standing pilot and fan time delay. 80%
Thermal Efficiency. Natural or LP.

NOTE: GALVANIZED VENT PIPE IS NOT INCLUDED AND MUST BE PURCHASED LOCALLY.

The heater hanger kits, galvanized steel, with nuts, bolts and hardware for
mounting.

NOTE: A HOT WATER, BOTTOM HEATING SYSTEM IS AVAILABLE AT ADDITIONAL COST,
BUT CAN SAVE SIGNIFICANTLY ON ENERGY COSTS AND CAN INCREASE YIELDS.

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6. AIR CIRCULATION SYSTEM

One 30" fan jet system with motorized air intake shutter, housing, heat kit
and hardware.

Air delivery kit with 120' poly air tube, punched, with support wire and
tube mounting hangers.

7. ENVIRONMENTAL CONTROLS

Q-Com, "Grower's Choice," Model 1500, with on screen programming, power
supply, 15 outputs, 9 LED status display indicators and manual switches, 6 pilot
ready outputs, temperature and humidity sensor in radiation housing. Pre-wired
to electrical panel.

8. AIR INTAKE VENT ASSEMBLY

Counterbalanced cedar baffle door framing with fiberglass covering, all
cables, pulleys and hardware.

NOTE: AUTOMATIC POWER VENT OPTIONAL.

9. PLANT SUPPORT SYSTEM

Heavy duty galvanized steel plant support system with 3" end posts and 2"
intermediate posts including wire cable, eye bolts, U-bolts and turnbuckles.

10. ELECTRICAL PANEL

Pre-wired electrical panel including interior panel box, relay box,
breakers, relays, duplex receptacle, mounted on plywood board.

NOTE: WIRE FROM SERVICE TO PANEL, AND PANEL TO MOTORS, HEATERS, ETC., IS NOT
INCLUDED AND MUST BE PURCHASED BY GROWER.

11. PERLITE NUTRIENT FEED SYSTEM

Triple Dosmatic Injector System (pre-assembled, mounted and tested), three
concentrate tanks, pressure gauge, solenoid valve and plumbing kit.

Nutrient delivery system including main nutrient feed header, T connectors
for feed lines, CNL drip emitters, plugs, stakes, feeder tubes, punch, fittings
and hardware.

12. GROWER TECH SERVICE PROGRAM

Includes two day Grower Workshop, Workshop on Video, Grower's Manual,
Construction Manual and Blueprints, Newsletter, Annual Conference Audio Tapes
and Continuing Technical Support.

26
<PAGE>
13. TESTING MISC. EQUIPMENT

<TABLE>
<S> <C>
1 Morr, Conductivity DS Meter.... $ 138.50
1 Fisher pH Test Kit with
Indicator Solution............. 41.50
1 Certified Hygrometer........... 109.95
1 Nutrient Concentrate Mixing
Pump........................... 49.95
2 Min-Max Thermometers........... 49.90
1 Tomato Pollinator, with Battery
and Recharger.................. 183.95
---------
Total Testing and Misc.
Equipment.................... $ 573.75
---------
---------
</TABLE>

14. GROWING SUPPLIES

<TABLE>
<S> <C>
FOR APPROXIMATE ONE YEAR CROP:
290 Perlite Bags................ $ 870.00
12 Pads, Rockwool Cubes,
1 1/2"......................... 80.50
1080 Rockwool Propagation Blocks,
4"............................. 430.00
1250 Trust/Match Hybrid Tomato
Seeds.......................... 251.50
1000 Tomahooks................... 110.00
4 Boxes Vine Twine............ 91.80
2 Cases Vine Clips, 3/4"...... 199.60
1 Seedling Support Mat........ 64.50
1 Greenshield, Gal............ 32.85
1 Roll, Poly Patch Tape....... 7.95
---------
Total Growing Supplies......... $2,138.70
---------
---------
</TABLE>

NOTE 1: PACKAGING SUPPLIES WILL VARY IN TYPE AND IN QUANTITIES PURCHASED
DEPENDING ON CUSTOMER'S MARKET. THEREFORE, NO PACKING SUPPLIES ARE INCLUDED IN A
PRICE SHEET. THEY MAY BE PURCHASED WITH THE PACKAGE, OR AT A LATER DATE, ONCE
PRODUCTION BEGINS.

NOTE 2: FERTILIZERS ARE NOT INCLUDED IN THE GROWING SUPPLIES ABOVE. THE
AMOUNTS OF FERTILIZER REQUIRED AND PRICING CAN BE DETERMINED ONCE A WATER
ANALYSIS HAS BEEN RECEIVED AND REVIEWED BY THE COMPANY'S HORTICULTURIST.

PRICE SUMMARY MARCH 1998

<TABLE>
<CAPTION>
ITEM
NO. DESCRIPTION PRICE
- --------- ------------------------------------------------------------------------ -------------
<S> <C> <C>
1-8 Hydroponic Greenhouse Package........................................... $ 14,915.55
9 Tomato Plant Support System............................................. 780.00
10 Electrical Panel........................................................ 990.00
11 Perlite Nutrient Feed System............................................ 3,170.00
12 Grower Tech Service Program............................................. 1,000.00
13 Testing & Misc. Equipment............................................... 573.75
14 Growing Supplies........................................................ 2,138.70
-------------
Total Price of Above Package............................................ $ 23,568.00
-------------
-------------
</TABLE>

ADDITIONAL ORDERING INFORMATION FOR THE COMPANY'S CUSTOMERS:

Additional items not provided by the Company may be necessary to complete a
package.

Blueprints are made available once a deposit has been received by the
Company and an order has been placed.

Pricing is subject to standard Terms and Conditions of Sale that is made a
part of a Sales Contract when a purchase is made of the Company's hydroponic
products and systems.

Customers are to allow three to six weeks for shipment of a complete system.
The framework and materials necessary to begin construction may be shipped
sooner if desired. All items are F.O.B. Seville, Ohio, or origin of manufacture.
One-third deposit required with an order, one-third when actual production of an
order begins, and the remaining one-third is due prior to shipment.

Specifications and prices are also subject to change without notice.

27
<PAGE>
Additional standard free standing configurations and the capacity of the
Company's hydroponic systems are as follows:

<TABLE>
<CAPTION>
BAY DIMENSIONS CAPACITY
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
30'X124' Freestanding Bay 870 tomato plants
44'X128' Freestanding 2-Bay 1,440 tomato plants
66'X128' Freestanding 3-Bay 2,160 tomato plants
88'X128' Freestanding 4-Bay 2,880 tomato plants
</TABLE>

The prices of the Company's turn-key hydroponic systems range from
$23,568.00 to approximately $75,000, subject to the customer's final custom
specifications.

MARKETING, DISTRIBUTION AND SALES

The Company's marketing, distribution and sales strategy targets commercial
and independent growers, dealers and distributors, mail order customers and
Internet (address: www.cropking.com) customers. At year end July 31, 1997,
commercial and independent growers represented approximately 87 percent of
sales, dealers and distributors represented approximately seven percent of
sales, mail order customers represented approximately six percent of sales and
Internet customers represented approximately one percent of sales. The Company
believes that its mail order and Internet customers will gain a larger
percentage of its sales in the future due to stronger marketing efforts by the
Company and a general trend in the market towards the electronic marketplace.

The Company also markets and distributes its products in the U.S. and abroad
in part by disseminating its products and systems through multiple national and
international distribution channels. The Company heretofore has had limited
resources to market and distribute its products and systems. The Company can
make no assurances as to the future success of its marketing and distribution
strategy. Furthermore, the Company has limited resources to achieve the
distribution of its products and systems and no assurances can be made that the
Company will not require additional financing, which may not be available, to
achieve such objective. The Company has designed its marketing and distribution
strategy to address the particular requirements of its commercial and
independent growers, and individual customers. Therefore, the Company's
marketing and distribution efforts consists of a direct sales force of four
persons, dealers and distributors, telesales, mail order catalogue and the
Internet. Following the closing of this offering, the Company intends to
increase its direct sales force by three persons, all of whom will work on a
base salary plus a sales commission. There can be no assurance that such
internal expansion will be successfully completed, that the cost of such
expansion will not exceed the revenues generated; or that the Company's
marketing and distribution organization will be able to successfully compete
against the significantly more extensive and well-funded marketing and
distribution operations of many of the Company's current or potential
competitors. The Company's inability to effectively manage its internal
expansion may have a material adverse effect on the Company's business,
operating results or financial condition.

28
<PAGE>
PATENT, TRADEMARK, COPYRIGHT AND PROPRIETARY RIGHTS

The Company may file patent, trademark and/or copyright applications
relating to certain of the Company's hydroponic products and systems. If patent,
trademarks or copyrights were to be issued, there can be no assurance as to the
extent of the protection that will be granted to the Company as a result of
having such patents, trademarks or copyrights or that the Company will be able
to afford the expenses of any complex litigation which may be necessary to
enforce its proprietary rights. Failure of the Company's patents, trademark and
copyright applications may have a material adverse impact on the Company's
business. Except as may be required by the filing of patent, trademark and
copyright applications, the Company will attempt to keep all other proprietary
information secret and to take such actions as may be necessary to insure the
result of its development activities are not disclosed and are protected under
the common law concerning trade secrets. Such steps will include the execution
of nondisclosure agreement by key Company personnel and may also include the
imposition of restrictive agreements on purchasers of the Company's products,
systems and services. There is no assurance that the execution of such
agreements will be effective to protect the Company, that the Company will be
able to enforce the provisions of such nondisclosure agreements or that
technology and other information acquired by the Company pursuant to its
development activities will be deemed to constitute trade secrets by any court
of competent jurisdiction.

GOVERNMENT REGULATION

The Company is not currently subject to direct regulation by any state or
federal government agency other than regulations applicable to businesses
generally, and there are currently few laws or regulations directly applicable
to access to or to commerce on the Internet, a new electronic marketing medium
for the Company. However, due to the increasing popularity and use of the
Internet for electronic commerce, it is possible that a number of laws and
regulations may be adopted with respect to the Internet, conveying issues such
as user privacy, credit card use, and the pricing of commercial products offered
for sale. The adoption of any such laws or regulations may stifle electronic
commerce on the Internet, which may in turn decrease the demand for the
Company's products and systems and increase the Company's cost of doing business
or otherwise have an adverse impact on the Company's business, operating results
or financial condition.

COMPETITION

The Company's success and ability to compete is dependent in part upon its
proprietary hydroponic products and systems. While the Company intends to rely
on patent, trademark, copyright and proprietary rights to protect its
proprietary hydroponic products and systems, the Company believes that such
factors as the technological and creative experience and skills of its
personnel, new product developments, frequent product enhancements, name
recognition, and reliable product and system service are more essential to
establishing and maintaining a position in the marketplace. Despite the
Company's efforts to protect its proprietary rights and trade secrets,
unauthorized parties may attempt to copy aspects of the Company's hydroponic
products and systems to "reverse engineer" the Company's proprietary designs, or
to obtain and use information that the Company regards as proprietary. In
addition, litigation may be necessary in the future to enforce the Company's
intellectual property rights, to protect the Company's trade secrets, to
determine the validity and scope of the proprietary rights of others, or to
defend against claims of infringement or invalidity. Such litigation may result
in substantial costs and diversion of resources and may have a material adverse
effect on the Company's business, operating results or financial condition.

The market for the Company's hydroponic products, systems and services is
relatively new, intensely competitive, rapidly evolving and subject to rapid
change. The Company expects competition to persist, intensify and increase in
the future, from start-up companies to major agribusinesses. Many of the
Company's current and potential competitors have larger operating histories,
greater name recognition, larger instilled customer bases and significantly
greater financial, technical and marketing resources than the Company.
Competition in the hydroponics business will continue to be

29
<PAGE>
intense in the foreseeable future as the environment continues to deteriorate
and demand for crop foods intensifies as the population expands, and there can
be no assurance that the Company will be able to compete successfully against
current or future competitors, or that this significant competition will not
adversely affect the Company's business, operating results or financial
condition.

EMPLOYEES

As of the date of this prospectus, the Company has a total of 30 employees,
all of whom are full time employees. Of the total number of employees, 20 are
engaged in the Company's management, product development, support and services,
four are engaged in marketing and sales and six are engaged in administration
and finance. Following the closing of this offering, the Company intends to hire
approximately nine additional employees, including four in the Company's
management, product development, support and services, three in marketing and
sales and two in administration and finance. The Company's future success
depends in significant part upon the continued service of its key technical and
senior management personnel and its continuing ability to attract and retain
qualified technical and managerial personnel. Competition for qualified
technical personnel is intense and there can be no assurance that the Company
will be able to retain its key technical and managerial employees or that it
will be able to attract and retain additional qualified technical and managerial
personnel in the future. None of the Company's employees is represented by labor
union. The Company has not experienced any work stoppages and considers its
relations with its employees to be good.

The rapid execution necessary for the Company to fully exploit the market
window for its hydroponic products and systems requires an effective planning
and management process. The Company's growth has placed, and is expected to
continue to place, a significant strain on the Company's managerial, operational
and financial resources. To manage its growth, the Company must continue to
implement and improve its operational and financial systems and to expand, train
and manage its technical employee base. For example, the Company is currently in
the process of building its internal product development and support
organization. Although the Company believes that it has made adequate allowances
for the costs and risks associated with this expansion, there can be no
assurance that the Company's systems, procedures or controls will be adequate to
support the Company's operations or that Company management will be able to
achieve the rapid execution necessary to fully exploit the market window for the
Company's products and systems. If the Company is unable to manage growth
effectively, the Company's business, operating results and financial condition
may be materially adversely affected.

FACILITIES

The Company leases approximately 25,000 square feet for its principal
executive offices located at 5050 Greenwich Road, Seville, Ohio 44273. Base
rental for the current premises is approximately $7,500 per month. The lease
requires the Company to pay certain property taxes and certain operating
expenses. The Company believes that its current facilities are suitable and
adequate for its current operations.

30
<PAGE>
MANAGEMENT

The officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------------------------ ---------------------------------------------

<S> <C>
Daniel J. Brentlinger........................... Chairman of the Board, President, Chief
Executive Officer, Chief Financial Officer

John Campanella................................. Vice President, Chief Operating Officer,
Secretary

James W. Brown.................................. Vice President, Technical Services

Arthur E. Bard.................................. Vice President, Marketing and Sales

Howard M. Resh, Ph.D............................ Director

Robert A. Chesney............................... Director
</TABLE>

Each of the directors of the Company hold office for a one-year period
expiring December 31, 1998. At present, the Company's By-laws provide for not
less than one director nor more than nine directors. Currently, there are three
directors in the Company. The By-laws permit the Board of Directors to fill any
vacancy and such director may serve until the next annual meeting of
shareholders or until his successor is elected and qualified. Officers serve at
the discretion of the Board of Directors. There are no family relationships
among any officers or directors of the Company. The officers and directors have
served as promoters of the Company and the consideration received for such
services has been limited to the compensation disclosed under "Remuneration."
The officers of the Company devote full time to the business of the Company. See
"Certain Transactions."

The principal occupation and business experience for each officer and
director of the Company for at least the last five years are as follows:

DANIEL J. BRENTLINGER, 45, has been chairman of the board, president, chief
executive officer and chief financial officer of the Company since its
organization. Mr. Brentlinger is the founder of the Company. Mr. Brentlinger has
substantial senior management, technical operations and marketing and sales
experience in the hydroponics and aquaculture industries. Since the founding of
the Company in September 1982, Mr. Brentlinger has been instrumental in the
organization, development and promotion of the Company. Mr. Brentlinger holds a
B.S. degree from Southwest Missouri State University.

JOHN CAMPANELLA, 49, has been a vice president, chief operating officer and
secretary of the Company since 1997 and an employee of the Company since 1991.
Mr. Campanella has significant management, operations and marketing and sales
experience in the hydroponics industry. From 1980 to 1990, Mr. Campanella was
national sales manager for Panasonic Industrial Company, a Secaucus, New Jersey
based industrial products company. From 1990 to 1991, Mr. Campanella was
president and chief executive officer of Northland Sport Marketing, Inc., a
Cleveland, Ohio based sporting goods company. Since 1991, Mr. Campanella has
been instrumental in the organization, development and promotion of the Company.
Mr. Campanella holds a B.S. degree from the University of Cincinnati.

JAMES W. BROWN, 53, has been vice president of technical services of the
Company since 1997 and an employee of the Company since 1983. Mr. Brown has
significant management, technical operations and marketing experience in the
hydroponics industry. Since 1983, Mr. Brown has been responsible for the
Company's training workshops for the Company's hydroponic products and systems,
has

31
<PAGE>
coordinated the Company's annual national hydroponics conference, and has
otherwise been instrumental in the organization, development and promotion of
the Company. Mr. Brown holds a B.S. degree from McGill University, a M.S. degree
from Cornell University and an M.D. degree (divinity) from Faith Theological
Seminary.

ARTHUR E. BARD, 56, has been vice president of marketing and sales of the
Company since 1997 and an employee of the Company since 1993. Mr. Bard has
significant management, technical operations and marketing and sales experience
in the hydroponics industry. From 1980 to 1993, Mr. Bard was employed with
several small firms in the hydroponic industry developing and implementing
hydroponic production facilities. Since 1993, Mr. Bard has also been responsible
for the marketing and sales of the Company's hydroponic products and systems,
and related technology, equipment and supplies, and has otherwise been
instrumental in the organization, development and promotion of the Company. Mr.
Bard holds B.S. and M.S. degrees from the University of Wyoming and a Ph.D.
degree (candidate) from the University of Arizona.

HOWARD M. RESH, PH.D., 56, has been a director of the Company since
September 1997. Dr. Resh has substantial senior management, operations and
marketing experience in the hydroponics industry. Dr. Resh is a leading
international authority in the hydroponics industry and is the author of more
than 32 professional publications in the hydroponics field. Since 1990, Dr. Resh
has been the technical director and project manager of hydroponics systems, and
related technology and products, for California Watercress, Inc., a Fillmore,
California based agribusiness. Since 1997, Dr. Resh has been instrumental in the
organization, development and promotion of the Company. Dr. Resh holds B.S. and
Ph.D. degrees from the University of British Columbia.

ROBERT A. CHESNEY, 57, has been a director of the Company since September
1997. Mr. Chesney has substantial executive management, technical operations and
marketing and sales experience in the telecommunications industry. Since 1978,
Mr. Chesney has been president and chief executive officer of Chesney
Communications, a Newport Beach, California based communications and video
production firm, which produces WINDOW ON WALL STREET, a nationally syndicated
financial video program, among other financial video programs. Chesney
Communications intends to provide video production for the Company at prices
competitive with prices charged by other companies on an arm's length basis.
Since September 1997, Mr. Chesney has been instrumental in the organization,
development and promotion of the Company. Mr. Chesney holds a B.S. degree from
the University of Miami.

32
<PAGE>
REMUNERATION

EXECUTIVE COMPENSATION

The following table sets forth remuneration in excess of $100,000 paid for
the fiscal years ended July 31, 1997 and 1996 and proposed to be paid for the
fiscal year ended July 31, 1998 to the officers and directors of the Company:

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (1)(2)
------------------------------------------------
OTHER
NAME OF INDIVIDUAL OR NUMBER ANNUAL
OF PERSONS IN GROUP POSITION WITH COMPANY YEAR SALARY BONUS COMPENSATION
- ----------------------------- ------------------------------- --------- ----------- --------- -------------

<S> <C> <C> <C> <C> <C>
Daniel J. Brentlinger........ Chairman of the Board, 1998 $ 175,000 $ 87,500 --
President, Chief Executive 1997 $ 98,910 $ 80,000 --
Officer, Chief Financial 1996 $ 94,200 -- --
Officer
</TABLE>

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

(1) The person named in the table immediately above reflects the only person in
the management of the Company as of the date hereof earning in excess of
$100,000 per annum. The Company has agreed to purchase key-man term life
insurance on Mr. Brentlinger in the amount of $3 million following the
closing of this offering. The Company will be the owner and beneficiary of
such life insurance policy.

(2) The officers of the Company may receive remuneration as part of an overall
group insurance plan providing health, life and disability insurance
benefits for employees of the Company. The amount allocable to each
individual officer cannot be specifically ascertained, but, in any event,
will not exceed $25,000 as to each individual.

(3) Each outside director of the Company is entitled to receive reasonable
expenses incurred in attending meetings of the Board of Directors of the
Company. The members of the Board of Directors intend to meet at least
quarterly during the Company's fiscal year, and at such other times duly
called. The Company presently has three outside directors.

EMPLOYMENT AGREEMENT

The Company has entered into an employment agreement ("Agreement") with
Daniel J. Brentlinger, the chairman of the board, president and chief executive
officer of the Company, dated as of February 1, 1998. The Agreement will expire
on January 31, 2003. The current annual salary under the Agreement is $175,000.
The salary under the Agreement may be increased to reflect annual cost of living
increases and may be supplemented by discretionary merit and performance
increases as determined by the Board of Directors of the Company. Mr.
Brentlinger is entitled to an annual bonus equal to 50 percent of the salary
provided under his Agreement, which is subject to certain financial performance
criteria as established by the compensation committee of the Company.

The Agreement provides, among other things, for participation in an
equitable manner in any profit-sharing or retirement plan for employees or
executives and for participation in other employee benefits applicable to
employees and executives of the Company. The Agreement provides for the use of
an automobile, payment of club dues and other fringe benefits commensurate with
his duties and responsibilities. The Agreement also provides for benefits in the
event of disability. The Agreement also contains non-compete provisions but are
limited in geographical scope to the State of Ohio. However, state courts may
determine not to enforce, or only partially enforce, non-compete clauses in
employment agreements.

Pursuant to the Agreement, employment may be terminated by the Company with
cause or by the executive with or without good reason. Termination by the
Company without cause, or by the executive for good reason, would subject the
Company to liability for liquidated damages in an amount

33
<PAGE>
equal to the terminated executive's current salary and a PRO RATA portion of
their bonus for the remaining term of the Agreement, payable in a lump sum cash
payment, without any set-off for compensation received from any new employment.
In addition, the terminated executive would be entitled to continue to
participate in and accrue benefits under all employee benefit plans and to
receive supplemental retirement benefits to replace benefits under any qualified
plan for the remaining term of the Agreement to the extent permitted by law.

LIMITATION ON LIABILITY OF DIRECTORS

As permitted by Delaware law, the Company's Certificate of Incorporation
includes a provision which provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, which prohibits the unlawful payment of dividends or the
unlawful repurchase or redemption of stock, or (iv) for any transaction from
which the director derives an improper personal benefit. This provision is
intended to afford directors protection against, and to limit their potential
liability for monetary damages resulting from, suits alleging a breach of the
duty of care by a director. As a consequence of this provision, stockholders of
the Company will be unable to recover monetary damages against directors for
action taken by them that may constitute negligence or gross negligence in
performance of their duties unless such conduct falls within one of the
foregoing exceptions. The provision, however, does not alter the applicable
standards governing a director's fiduciary duty and does not eliminate or limit
the right of the Company or any stockholder to obtain an injunction or any other
type of nonmonetary relief in the event of a breach of fiduciary duty.
Management of the Company believes this provision will assist the Company in
securing and retaining qualified persons to serve as directors. The Company is
unaware of any pending or threatened litigation against the Company or its
directors that would result in any liability for which such director would seek
indemnification or similar protection.

Such indemnification provisions are intended to increase the protection
provided directors and, thus, increase the Company's ability to attract and
retain qualified persons to serve as directors. Because directors liability
insurance is only available at considerable cost and with low dollar limits of
coverage and broad policy exclusions, the Company does not currently maintain a
liability insurance policy for the benefit of its directors although the Company
may attempt to acquire such insurance in the future. The Company believes that
the substantial increase in the number of lawsuits being threatened or filed
against corporations and their directors and the general unavailability of
directors liability insurance to provide protection against the increased risk
of personal liability resulting from such lawsuits have combined to result in a
growing reluctance on the part of capable persons to serve as members of boards
of directors of public companies. The Company also believes that the increased
risk of personal liability without adequate insurance or other indemnity
protection for its directors could result in overcautious and less effective
direction and management of the Company. Although no directors have resigned or
have threatened to resign as a result of the Company's failure to provide
insurance or other indemnity protection from liability, it is uncertain whether
the Company's directors would continue to serve in such capacities if improved
protection from liability were not provided.

The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not,
however, eliminate or limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty (which is generally described as the duty not to engage in any
transaction which involves a conflict between the interest of the Company and
those of the director) or

34
<PAGE>
for violations of the federal securities laws. The provisions also limit or
indemnify against liability resulting from grossly negligent decisions including
grossly negligent business decisions relating to attempts to change control of
the Company.

The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require a showing of good faith. Moreover, they do not provide indemnification
for liability arising out of willful misconduct, fraud, or dishonesty, for
"short-swing" profits violations under the federal securities laws, or for the
receipt of illegal remuneration. The provisions also do not provide
indemnification for any liability to the extent such liability is covered by
insurance. One purpose of the provisions is to supplement the coverage provided
by such insurance. However, as mentioned above, the Company does not currently
provide such insurance to its directors, and there is no guarantee that the
Company will provide such insurance to its directors in the near future although
the Company may attempt to obtain such insurance.

The provisions diminish the potential rights of action which might otherwise
be available to shareholders by limiting the liability of officers and directors
to the maximum extent allowable under Delaware law and by affording
indemnification against most damages and settlement amounts paid by a director
of the Company in connection with any shareholders derivative action. However,
the provisions do not have the effect of limiting the right of a shareholder to
enjoin a director from taking actions in breach of his fiduciary duty, or to
cause the Company to rescind actions already taken, although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken. Although the Company has procured
directors liability insurance coverage, there is no assurance that it will
provide coverage to the extent directors would be indemnified and, in such
event, the Company may be forced to bear a portion or all of the cost of the
director's claims for indemnification. If the Company is forced to bear the
costs for indemnification, the value of the Company stock may be adversely
affected. In the opinion of the Securities and Exchange Commission,
indemnification for liabilities arising under the Securities Act of 1933 is
contrary to public policy and, therefore, is unenforceable.

35
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the Company's
Common Stock owned on the date of this Prospectus and, as adjusted, to reflect
the sale of shares offered by this Prospectus, by (i) each person who is known
by the Company to own beneficially more than five percent of the Company's
Common Stock; (ii) each of the Company's officers and directors; and (iii) all
officers and directors as a group:

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
NUMBER --------------------------
OF BEFORE AFTER
NAME AND ADDRESS (1) POSITION WITH COMPANY SHARES (2) OFFERING OFFERING (3)
- ---------------------------------------------------- ---------------------------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Daniel J. Brentlinger............................... Chairman of the Board, President, 1,475,000 73.75 42.14
Chief Executive Officer, Chief
Financial Officer
John Campanella..................................... Vice President, Chief Operating 75,000 3.75 2.14
Officer, Secretary
James W. Brown...................................... Vice President, Technical Services 75,000 3.75 2.14
Arthur E. Bard...................................... Vice President, Marketing and 75,000 3.75 2.14
Sales
Howard M. Resh, Ph.D................................ Director 50,000 2.50 1.43
Robert A. Chesney................................... Director 50,000 2.50 1.43
Thomas T. Prousalis, Jr., Esq.(4)................... Stockholder 200,000 10.00 5.71
All Officers and Directors
as a Group (6 persons)............................ 1,800,000 90.00 51.43
</TABLE>

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

(1) c/o CropKing, Incorporated, 5050 Greenwich Road, Seville, Ohio 44273.
(2) In June 1982, the Company issued 1,475,000 shares of common stock (which
includes a 4,000:1 exchange of securities in connection with the
reincorporation of the Company in Delaware) to Daniel J. Brentlinger, the
chief executive officer and founder of the Company, in a private placement
transaction in consideration of $4,000, consisting of cash and property, or
$.0027 per share.

In August 1997, the Company issued 525,000 shares of common stock (which
includes a 4,000:1 exchange of securities in connection with the
reincorporation of the Company in Delaware) to six persons, who are
officers, directors and counsel for the Company, in a private placement
transaction in consideration of $525,000, consisting of cash and notes, or
$1 per share. The price per share was based upon an independent,
professional third party appraisal. See "Financial Statements--Note F."
(3) Does not include the exercise of up to 2,000,000 Warrants offered herein.
Each Warrant entitles the holder to purchase one share of Common Stock at
$5.25 per share during the five-year period commencing on the date of this
Prospectus. The Warrants are redeemable upon certain conditions. Should the
Warrants be exercised, of which there is no assurance, the Company will
receive the proceeds therefrom, aggregating up to an additional $10,500,000.
See "Description of Securities."
(4) 1919 Pennsylvania Avenue, N.W., Suite 800, Washington, D.C. 20006. See
"Legal Matters."

36
<PAGE>
CERTAIN TRANSACTIONS

The Company was incorporated in the State of Ohio in June 1982 and
reincorporated in Delaware in August 1997. The Company has authorized capital of
25,000,000 shares of Common Stock, $.01 par value. The Company has 2,000,000
shares of Common Stock issued and outstanding prior to this offering. See
"Principal Stockholders" and "Description of Securities."

In June 1982, the Company issued 1,475,000 shares of common stock (which
includes a 4,000:1 exchange of securities in connection with the reincorporation
of the Company in Delaware) to Daniel J. Brentlinger, the chief executive
officer and founder of the Company, in a private placement transaction in
consideration of $4,000, consisting of cash and property, or $.0027 per share.

All unregistered securities issued by the Company prior to this offering are
deemed "restricted securities" within the meaning of that term as defined in
Rule 144 and have been issued pursuant to certain "private placement" exemptions
under Section 4(2) of the Securities Act of 1933, as amended, and certain rules
and regulations as promulgated by the Securities and Exchange Commission,
Washington, D.C. 20549, such that the sales of the securities to sophisticated
investors were transactions by an issuer not involving any public offering. Such
investors had access to information on the Company necessary to make an informed
investment decision. See "Description of Securities."

The Company leases its office and warehouse facilities and certain equipment
from the president of the Company under a capital lease. The lease term is for
five years with the right by the lessee to exercise three consecutive five year
options. Lease payments are due monthly in the amount of $10,000. The lessee is
responsible for repair and maintenance of the property. The Company has
guaranteed a debenture in the amount of $388,000 and has agreed to the
assignment of its lease payments in conjunction with the president's financing
arrangement with the U.S. Small Business Administration. The real estate is also
collateral in conjunction with additional borrowings by the president in the
amount of $683,000 and is secured by a first mortgage on the property. The
Company subleases a portion of these facilities to an affiliated company
("Affiliate") which is owned by the president of the Company. The Affiliate pays
$2,500 per month for rent. The Company had sublease income for 1997 and 1996 in
the amount of $30,000 for each year.

The Company also pays certain reimbursable expenditures for the Affiliate,
which is in the business of selling produce. The expenditures are primarily for
labor and personnel related costs which are being paid through the Company's
payroll system. Expenditures for 1997 and 1996 were approximately $188,000 and
$151,000, respectively, and have been fully reimbursed by the Affiliate to the
Company, except for the amounts which are recorded as accounts
receivable--affiliate on the Balance Sheet. See "Financial Statements--Note E."

The Company intends to indemnify its officers and directors to the full
extent permitted by Delaware law. Under Delaware law, a corporation may
indemnify its agents for expenses and amounts paid in third party actions and,
upon court approval in derivative actions, if the agents acted in good faith and
with reasonable care. A majority vote of the Board of Directors, approval of the
shareholders or court approval is required to effectuate indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to officers, directors or persons
controlling the Company, the Company has been advised that, in the opinion of
the Securities and Exchange Commission, Washington, D.C. 20549, such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable.

37
<PAGE>
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by an officer,
director or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such officer, director or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in such Act and
will be governed by the final adjudication of such issue.

Any future transactions with affiliates will be on terms no less favorable
than could be obtained from nonaffiliated parties and will be approved by a
majority of the independent and disinterested directors, as required by a
resolution of the Board of Directors. Any future loans to Company officers,
directors, affiliates and/or shareholders will be approved by a majority of the
independent and disinterested directors, as required by a resolution of the
Board of Directors.

38
<PAGE>
DESCRIPTION OF SECURITIES

COMMON STOCK

The authorized capital stock of the Company consists of 25,000,000 shares of
Common Stock, $.01 par value. The Company has 2,000,000 shares of Common Stock
issued and outstanding prior to this offering. Holders of the Common Stock do
not have preemptive rights to purchase additional shares of Common Stock or
other subscription rights. The Common Stock carries no conversion rights and is
not subject to redemption or to any sinking fund provisions. All shares of
Common Stock are entitled to share equally in dividends from sources legally
available therefor when, as and if declared by the Board of Directors and, upon
liquidation or dissolution of the Company, whether voluntary or involuntary, to
share equally in the assets of the Company available for distribution to
stockholders. All outstanding shares of Common Stock are validly authorized and
issued, fully paid and nonassessable, and all shares to be sold and issued as
contemplated hereby, will be validly authorized and issued, fully paid and
nonassessable. The Board of Directors is authorized to issue additional shares
of Common Stock, not to exceed the amount authorized by the Company's
Certificate of Incorporation, and to issue options and warrants for the purchase
of such shares, on such terms and conditions and for such consideration as the
Board may deem appropriate without further stockholder action. The above
description concerning the Common Stock of the Company does not purport to be
complete. Reference is made to the Company's Certificate of Incorporation and
By-laws which are available for inspection upon proper notice at the Company's
offices, as well as to the applicable statutes of the State of Delaware for a
more complete description concerning the rights and liabilities of stockholders.

Prior to this offering, there has been no market for the Common Stock of the
Company, and no predictions can be made of the effect, if any, that market sales
of shares or the availability of shares for sale will have on the market price
prevailing from time to time. Nevertheless, sales of significant amounts of the
Common Stock of the Company in the public market may adversely affect prevailing
market prices, and may impair the Company's ability to raise capital at that
time through the sale of its equity securities.

Each holder of Common Stock is entitled to one vote per share on all matters
on which such stockholders are entitled to vote. Since the shares of Common
Stock do not have cumulative voting rights, the holders of more than 50 percent
of the shares voting for the election of directors can elect all the directors
if they choose to do so and, in such event, the holders of the remaining shares
will not be able to elect any person to the Board of Directors.

WARRANTS

Prior to this offering, there are no Warrants issued and outstanding. The
Warrants will be issued in registered form pursuant to an agreement dated the
date of this Prospectus (the "Warrant Agreement"), between the Company and
American Stock Transfer & Trust Company, New York, New York, as warrant agent
(the "Warrant Agent"). The following discussion of certain terms and provisions
of the Warrants is qualified in its entirety by reference to the Warrant
Agreement. A form of the certificate representing the Warrants which forms a
part of the Warrant Agreement has been filed as an exhibit to the Registration
Statement of which this Prospectus forms a part.

Each of the Warrants entitles the registered holder to purchase one share of
Common Stock. The Warrants are exercisable at a price of $5.25 (which exercise
price has been arbitrarily determined by the Company and the Underwriter)
subject to certain adjustments. The Warrants are entitled to the benefit of
adjustments in their exercise prices and in the number of shares of Common Stock
or other securities deliverable upon the exercise thereof in the event of a
stock dividend, stock split, reclassification, reorganization, consolidation or
merger.

The Warrants may be exercised at any time and continuing thereafter until
the close of five years from the date hereof, unless such period is extended by
the Company. After the expiration date,

39
<PAGE>
Warrant holders shall have no further rights. Warrants may be exercised by
surrendering the certificate evidencing such Warrant, with the form of election
to purchase on the reverse side of such certificate properly completed and
executed, together with payment of the exercise price and any transfer tax, to
the Warrant Agent. If less than all of the Warrants evidenced by a warrant
certificate are exercised, a new certificate will be issued for the remaining
number of Warrants. Payment of the exercise price may be made by cash, bank
draft or official bank or certified check equal to the exercise price.

Warrant holders do not have any voting or any other rights as shareholders
of the Company. The Company has the right at any time to redeem the Warrants, at
a price of $.05 per Warrant, by written notice to the registered holders
thereof, mailed not less than thirty (30) nor more than sixty (60) days prior to
the Redemption Date. The Company may exercise this right only if the closing bid
price for the Common Stock equals or exceeds $10 per share during a thirty (30)
consecutive trading day period ending no more than fifteen (15) days prior to
the date that the notice of redemption is mailed, provided there is then a
current registration statement under the Securities Act of 1933, as amended (the
"Act") with respect to the issuance and sale of Common Stock upon the exercise
of the Warrants. If the Company exercises its right to call Warrants for
redemption, such Warrants may still be exercised until the close of business on
the day immediately preceding the Redemption Date. If any Warrant called for
redemption is not exercised by such time, it will cease to be exercisable, and
the holder thereof will be entitled only to the repurchase price. Notice of
redemption will be mailed to all holders of Warrants or record at least thirty
(30) days, but not more than sixty (60) days, before the Redemption Date. The
foregoing notwithstanding, the Company may not call the Warrants at any time
that a current registration statement under the Act is not then in effect. Any
redemption of the Warrants during the one-year period commencing on the date of
this Prospectus shall require the written consent of the Underwriter.

The Warrant Agreement permits the Company and the Warrant Agent, without the
consent of Warrant holders, to supplement or amend the Warrant Agreement in
order to cure any ambiguity, manifest error or other mistake, or to address
other matters or questions arising thereafter that the Company and the Warrant
Agent deem necessary or desirable and that do not adversely affect the interest
of any Warrant holder. The Company and the Warrant Agent may also supplement or
amend the Warrant Agreement in any other respect with the written consent of
holders of not less than a majority in the number of Warrants then outstanding;
however, no such supplement or amendment may (i) make any modification of the
terms upon which the Warrants are exercisable or may be redeemed; or (ii) reduce
the percentage interest of the holders of the Warrants without the consent of
each Warrant holder affected thereby.

In order for the holder to exercise a Warrant, there must be an effective
registration statement, with a current prospectus on file with the Commission
covering the shares of Common Stock underlying the Warrants, and the issuance of
such shares to the holder must be registered, qualified or exempt under the laws
of the state in which the holder resides. If required, the Company will file a
new registration statement with the Commission with respect to the securities
underlying the Warrants prior to the exercise of such Warrants and will deliver
a prospectus with respect to such securities to all holders thereof as required
by Section 10(a)(3) of the Securities Act of 1933, as amended.

SHARES ELIGIBLE FOR FUTURE SALE

40
<PAGE>
limitation their shares held for two years if there is adequate current public
information available concerning the Company. Upon the sale of the securities,
and assuming that there is no exercise of any issued and outstanding Warrants,
the Company will have 3,500,000 shares of its common stock issued and
outstanding, of which 2,000,000 shares will be "restricted securities."
Therefore, during each three month period, a holder of restricted securities who
has held them for at least the one year period may sell under Rule 144 a number
of shares up to 35,000 shares. Non-affiliated persons who hold for the two-year
period described above may sell unlimited shares once their holding period is
met. However, pursuant to the terms of the Underwriting Agreement, the
stockholders of the Company have agreed not to sell, transfer, assign or
otherwise dispose of any restricted securities of the Company for a period of 24
months following the date of this Prospectus.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the securities of the Company is
American Stock Transfer & Trust Company located at 40 Wall Street, New York, New
York 10005.

REPORTS TO SECURITY-HOLDERS

The Company will furnish to holders of its securities annual reports
containing audited financial statements. The Company may issue other unaudited
interim reports to its security-holders as it deems appropriate.

Contemporaneously, with this offering, the Company intends to register its
securities with the Securities and Exchange Commission, Washington, D.C. 20549,
under the provisions of Section 12(g) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), and, in accordance therewith, the Company will be
required to comply with certain reporting, proxy solicitation and other
requirements of the Exchange Act.

41
<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, Barron
Chase Securities, Inc. (the "Underwriter") has agreed to purchase from the
Company an aggregate of 1,500,000 Shares and 2,000,000 Warrants (collectively,
the "Securities"). The Securities are offered by the Underwriter subject to
prior sale, when, as and if delivered to and accepted by counsel and certain
other conditions. The Underwriter is committed to purchase all Securities
offered by this Prospectus, if any are purchase (other than those covered by the
Over-Allotment Option described below).

The Company has been advised by the Underwriter that the Underwriter
proposes to offer the Securities to the public at the offering prices set forth
on the cover page of this Prospectus. The Underwriter has advised the Company
that the Underwriter proposes to offer the Securities through members of the
National Association of Securities Dealers, Inc. ("NASD"), and may allow
concessions, in its discretion, to certain selected dealers who are members of
the NASD and who agree to sell the Securities in conformity with the NASD's
Conduct Rules. Such concessions will not exceed the amount of the underwriting
discount that the Underwriter is to receive.

The Company has granted to the Underwriter an Over-Allotment Option,
exercisable for 45 days from the Effective Date, to purchase up to an additional
225,000 Shares and an additional 300,000 Warrants at the respective public
offering prices less the Underwriting Discounts set forth on the cover page of
this Prospectus. The Underwriter may exercise this option solely to cover
overallotments in the sale of the Securities being offered by this Prospectus.

Officers and directors of the Company may introduce the Underwriter to
persons to consider this offering and to purchase Securities either through the
Underwriter or through participating dealers. In this connection, no Securities
have been reserved for those purchases and officers and directors will not
receive any commissions or any other compensation.

The Company has agreed to pay to the Underwriter a commission of ten percent
(10%) of the gross proceeds of this offering (the "Underwriting Discount"),
including the gross proceeds from the sale of the Over-Allotment Option, if
exercised. In addition, the Company has agreed to pay to the Underwriter the
Non-Accountable Expense Allowance of three percent (3%) of the gross proceeds of
this offering, including proceeds from any Securities purchased pursuant to the
Over-Allotment Option. The Company has paid to the Underwriter a $50,000 advance
in respect of the Non-Accountable Expense Allowance. The Underwriter's expenses
in excess of the Non-Accountable Expense Allowance will be paid by the
Underwriter. To the extent that the expenses of the Underwriter are less than
the amount of the Non-Accountable Expense Allowance received, such excess shall
be deemed to be additional compensation to the Underwriter. The Underwriter has
informed the Company it does not expect sales of discretionary accounts to
exceed five percent (5%) of the total number of Securities offered by the
Company hereby.

The Company has agreed to engage the Underwriter as a financial advisor at a
fee of $108,000, which is payable to the Underwriter on the Closing Date.
Pursuant to the terms of a financial advisory agreement, the Underwriter has
agreed to provide, at the Company's request, advice to the Company concerning
potential merger and acquisition and financing proposals, whether by public
financing or otherwise. With regard to the Underwriter's engagement to locate
mergers or acquisitions for the Company, the Underwriter does not have any
current plans, proposals, arrangements or understandings in this regard. The
Company has also agreed that if the Company participates in any transaction
which the Underwriter has introduced in writing to the Company during a period
of five years after the Closing (including mergers, acquisitions, joint ventures
and any other business transaction for the Company introduced in writing by the
Underwriter), and which is consummated after the Closing (including an
acquisition of assets or stock for which it pays, in whole or in part, with
shares or other securities of the Company), or if the Company retains the
services of the Underwriter in connection with any such transaction (an
"Introduced Consummated Transaction"), then the Company will pay

42
<PAGE>
for the Underwriter's services an amount equal to 5% of up to one million
dollars of value paid or received in the transaction, 4% of the next one million
dollars of such value, 3% of the next one million dollars of such value, 2% of
the next one million dollars of such value, and 1% of the next million dollars
of such value and of all such value above $4,000,000.

Prior to this offering, there has been no public market for the shares of
Common Stock or the Warrants. Consequently, the initial public offering prices
for the Securities, and the terms of the Warrants (including the exercise price
of the Warrants), have been determined by negotiation between the Company and
the Underwriter. Among the factors considered in determining the public offering
prices were the history of, and the prospects for, the Company's business, an
assessment of the Company's management, the Company's past and present
operations, its development and the general condition of the securities market
at the time of this offering. The initial public offering prices do not
necessarily bear any relationship to the Company's assets, book value, earnings
or other established criteria of value. Such prices are subject to change as a
result of market conditions and other factors, and no assurance can be given
that a public market for the Shares or the Warrants will develop after the
Closing, or if a public market in fact develops, that such public market will be
sustained, or that the Shares or the Warrants can be resold at any time at the
offering or any other price. See "Risk Factors."

At the Closing, the Company will issue to the Underwriter and/or persons
related to the Underwriter, for nominal consideration, the Common Stock
Underwriter Warrants to purchase up to 150,000 shares of Common Stock (the
"Underlying Shares") and the Warrant Underwriter Warrants to purchase up to
200,000 warrants (the "Underlying Warrants"). The Common Stock Underwriter
Warrants, the Warrant Underwriter Warrants and the Underlying Warrants are
sometimes referred to in this Prospectus as the "Underwriter Warrants." The
Common Stock Underwriter Warrants and the Warrant Underwriter Warrants will be
exercisable for a five-year period commencing on the Effective Date. The initial
exercise price of each Common Stock Underwriter Warrant shall be $8.00 per
Underlying Share (160% of the public offering price). The initial exercise price
of each Warrant Underwriter Warrant shall be $.20 per Underlying Warrant (160%
of the public offering price). Each Underlying Warrant will be exercisable for a
five-year period commencing on the Effective Date to purchase one share of
Common Stock at an exercise price of $8.00 per share of Common Stock. The
Underwriter Warrants will be restricted from sale, transfer, assignment or
hypothecation for a period of twelve months from the Effective Date by the
holder, except (i) to officers of the Underwriter and members of the selling
group and officers and partners thereof; (ii) by will; or (iii) by operation of
law.

The Common Stock Underwriter Warrants and the Warrant Underwriter Warrants
contain provisions providing for appropriate adjustment in the event of any
merger, consolidation, recapitalization, reclassification, stock dividend, stock
split or similar transaction. The Underwriter Warrants contain net issuance
provisions permitting the holders thereof to elect to exercise the Underwriter
Warrants in whole or in part and instruct the Company to withhold from the
securities issuable upon exercise, a number of securities, valued at the current
fair market value on the date of exercise, to pay the exercise price. Such net
exercise provision has the effect of requiring the Company to issue shares of
Common Stock without a corresponding increase in capital. A net exercise of the
Underwriter Warrants will have the same dilutive effect on the interests of the
Company's shareholders as will a cash exercise. The Underwriter Warrants do not
entitle the holders thereof to any rights as a shareholder of the Company until
such Underwriter Warrants are exercised and shares of Common Stock are purchased
thereunder.

The Underwriter Warrants and the securities issuable thereunder may not be
offered for sale except in compliance with the applicable provisions of the
Securities Act. The Company has agreed that if it shall cause a post-effective
amendment, a new registration statement, or similar offering document to be
filed with the Commission, the holders shall have the right, for seven (7) years
from the Effective Date, to include in such registration statement or offering
statement the Underwriter

43
<PAGE>
Warrants and/or the securities issuable upon their exercise at no expense to the
holders. Additionally, the Company has agreed that, upon request by the holders
of 50% or more of the Underwriter Warrants during the period commencing one year
from the Effective Date and expiring four years thereafter, the Company will,
under certain circumstances, register the Underwriter Warrants and/or any of the
securities issuable upon their exercise.

In order to facilitate the offering of the Common Stock and Warrants, the
Underwriter may engage in transactions that stabilize, maintain or otherwise
affect the price of the Common Stock and Warrants. Specifically, the Underwriter
may overallot in connection with the offering, creating a short position in the
Common Stock and Warrant for its own account. In addition, to cover
overallotments or to stabilize the price of the Common Stock and Warrant, the
Underwriter may bid for, and purchase, shares of Common Stock and Warrants in
the open market. Finally, the Underwriter may reclaim selling concessions
allowed to a dealer for distributing the Common Stock and Warrant in the
offering, if the Underwriter repurchases previously distributed Common Stock or
Warrants in transactions to cover the Underwriter's short position in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Stock and Warrants above independent
market levels. The Underwriter is not required to engage in these activities,
and may end any of these activities, and may end any of these activities at any
time.

The Company has agreed to indemnify the Underwriter against any costs or
liabilities incurred by the Underwriter by reason of misstatements or omissions
to state material factors in connection with the statements made in the
Registration Statement filed by the Company with the Commission under the
Securities Act (together with all amendments and exhibits thereto, the
"Registration Statement") and this Prospectus. The Underwriter has in turn
agreed to indemnify the Company against any costs or liabilities by reason of
misstatements or omissions to state material facts in connection with the
statements made in the Registration Statement and this Prospectus, based on
information relating to the Underwriter and furnished in writing by the
Underwriter. To the extent that these provisions may purport to provide
exculpation from possible liabilities arising under the federal securities laws,
in the opinion of the Commission, such indemnification is contrary to public
policy and therefore unenforceable.

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

44
<PAGE>
LEGAL PROCEEDINGS

CropKing, Incorporated is not a party to any legal proceedings and, to the
best of its information, knowledge and belief, none is contemplated or has been
threatened.

LEGAL MATTERS

The validity of the securities being offered hereby will be passed upon for
the Company by Thomas T. Prousalis, Jr., Esq., 1919 Pennsylvania Avenue, N.W.,
Suite 800, Washington, D.C. 20006. Mr. Prousalis is the beneficial owner of
200,000 shares of Common Stock of the Company. Certain legal matters will be
passed upon for the Underwriters by David A. Carter, P.A., 2300 Glades Road,
Suite 210W, Boca Raton, Florida 33431.

EXPERTS

The financial statements of CropKing, Incorporated as of July 31, 1997,
included in the Registration Statement and this Prospectus have been included
herein in reliance on the report dated January 26, 1998, of Grant Thornton LLP,
Independent Certified Public Accountants, and upon the authority of such firm as
experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission the Registration Statement under
the Securities Act with respect to the securities, offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and this offering, reference is made to the Registration Statement,
including the exhibits filed therewith, which may be examined at the
Commission's principal office, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549; the Northeast Regional Office of the Commission at
7 World Trade Centre, Suite 1300, New York, New Yorkk 10048; and the Midwest
Regional Office of the Commission, Citicorp Centre, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, where copies may be obtained upon payment
of the fees prescribed by the Commission. Such documents may also be obtained
through the Internet website maintained by the Commission at http://www.sec.gov.
Descriptions contained in this Prospectus as to the contents of any contract or
other document filed as an exhibit to the Registration Statement are not
necessarily complete and each such description is qualified by reference to such
contract or document. The Company will provide without charge to each person who
receives a Prospectus, upon written or oral request of such person to the
following address or telephone number, a copy of any of the information that is
incorporated by reference in this Prospectus: 5050 Greenwich Road, Seville, Ohio
44273, telephone (330)769-2002, facsimile (330)769-2616. The Company's Internet
address is http://www.cropking.com.

45
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----

<S> <C>
Report of Independent Certified Public Accountants......................................................... F-2

Financial Statements

Balance Sheets........................................................................................... F-3

Statements of Earnings................................................................................... F-5

Statements of Cash Flows................................................................................. F-6

Statements of Stockholders' Equity....................................................................... F-7

Notes to Financial Statements............................................................................ F-8
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
CropKing, Incorporated

We have audited the accompanying balance sheet of CropKing, Incorporated as
of July 31, 1997, and the related statements of earnings, cash flows, and
stockholders' equity for each of the two years in the period ended July 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 audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of CropKing, Incorporated as of
July 31, 1997, and the results of its operations and its cash flows for each of
the two years in the period ended July 31, 1997, in conformity with generally
accepted accounting principles.

GRANT THORNTON LLP

Cleveland, Ohio
January 26, 1998

F-2
<PAGE>
CROPKING, INCORPORATED
BALANCE SHEETS
ASSETS

<TABLE>
<CAPTION>
JULY 31,
1997
JANUARY 31, ------------
1998
------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash................................................................................ $ 135,237 $ 110,920
Accounts receivable, net of allowance for doubtful accounts of $3,000............... 149,588 148,518
Accounts receivable--affiliate...................................................... 51,552 47,344
Inventory........................................................................... 585,355 580,505
Prepaid expenses.................................................................... 75,667 9,733
Deferred taxes...................................................................... 12,000 11,000
------------ ------------
Total current assets.............................................................. 1,009,399 908,020

PROPERTY AND EQUIPMENT--AT COST
Land................................................................................ 209,280 209,280
Building............................................................................ 707,140 707,140
Furniture and fixtures.............................................................. 166,530 134,964
Leasehold improvements.............................................................. 136,768 135,013
Vehicles............................................................................ 25,758 25,758
Machinery and equipment............................................................. 248,795 240,674
------------ ------------
1,494,271 1,452,829
Less accumulated depreciation and amortization.................................... 284,786 235,682
------------ ------------
1,209,485 1,217,147

OTHER ASSETS.......................................................................... 1,806 1,806
------------ ------------
$ 2,220,690 $ 2,126,973
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of these statements

F-3
<PAGE>
CROPKING, INCORPORATED
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
JULY 31,
1997
JANUARY 31, ------------
1998
------------
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long-term obligations............................................ $ 48,622 $ 46,295
Accounts payable.................................................................... 217,136 172,363
Customer deposits................................................................... 58,384 158,299
Accrued liabilities................................................................. 94,906 117,778
Accrued income tax.................................................................. 104,306 71,906
------------ ------------
Total current liabilities......................................................... 523,354 566,641

DEFERRED INCOME TAXES................................................................. 7,000 8,000

LONG-TERM OBLIGATIONS, NET OF CURRENT PORTION......................................... 1,044,699 1,070,330

STOCKHOLDERS' EQUITY
Common shares--$.01 par value, 25,000,000 shares authorized, 2,000,000 shares at
January 31, 1998 and 1,475,000 shares at July 31, 1997 issued and outstanding..... 20,000 14,750
Paid-in capital..................................................................... 519,750 --
Notes receivable stockholders....................................................... (525,000) --
Retained earnings................................................................... 630,887 467,252
------------ ------------
645,637 482,002
------------ ------------
$ 2,220,690 $ 2,126,973
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE>
CROPKING, INCORPORATED
STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
FOR THE SIX MONTH PERIODS
ENDED FOR THE YEARS ENDED
JANUARY 31, JULY 31,
---------------------------- ----------------------------
1998 1997 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Net sales............................................ $ 2,969,624 $ 2,865,159 $ 5,032,630 $ 3,854,336
Cost of sales........................................ 1,772,126 1,816,157 3,058,796 2,429,478
------------- ------------- ------------- -------------
Gross profit................................... 1,197,498 1,049,002 1,973,834 1,424,858
Selling, general and administrative expenses......... 888,225 806,065 1,710,679 1,248,527
------------- ------------- ------------- -------------
Operating profit............................... 309,273 242,937 263,155 176,331

Other income (expense)
Interest income.................................... 3,200 -- 9,933 840
Interest expense................................... (57,658) (61,634) (119,705) (118,831)
Miscellaneous...................................... 16,820 28,536 37,577 16,716
Loss on disposition of fixed assets................ -- -- -- (35,169)
------------- ------------- ------------- -------------
Total other (expense)............................ (37,638) (33,098) (72,195) (136,444)
------------- ------------- ------------- -------------
Earnings before income taxes................... 271,635 209,839 190,960 39,887

Provision for income taxes........................... 108,000 72,000 71,000 6,500
------------- ------------- ------------- -------------
NET EARNINGS................................... $ 163,635 $ 137,839 $ 119,960 $ 33,387
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Earnings per share................................... $ .08 $ .09 $ .08 $ .02
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Weighted average shares outstanding.................. 1,940,082 1,475,000 1,475,000 1,475,000
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE>
CROPKING, INCORPORATED
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX MONTH
PERIODS ENDED FOR THE YEARS ENDED
JANUARY 31, JULY 31,
------------------------ ------------------------
1998 1997 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings............................................... $ 163,635 $ 137,839 $ 119,960 $ 33,387
Adjustments to reconcile net earnings to net cash provided
by (used in) operating activities:
Depreciation and amortization............................ 49,068 45,820 84,123 73,543
Deferred taxes........................................... (2,000) -- (11,000) (13,500)
Loss on disposal of property............................. -- -- -- 35,169
(Increase) decrease in accounts receivable............... (5,278) (117,099) (91,888) 35,055
(Increase) decrease in inventory......................... (4,850) 22,087 (130,224) (113,702)
(Increase) decrease in prepaid expenses.................. (65,934) 5,828 5,970 2,405
(Increase) decrease in other assets...................... -- 500 500 (500)
Increase (decrease) in accounts payable.................. 44,773 63,187 115,010 (7,889)
Increase (decrease) in accrued liabilities............... (22,872) 5,424 65,547 (3,352)
Increase (decrease) in other liabilities................. (99,915) 57,690 (16,197) 56,072
Increase (decrease) in income taxes...................... 32,400 64,100 65,190 (9,285)
----------- ----------- ----------- -----------
Total adjustments...................................... (74,608) 147,537 87,031 54,016
----------- ----------- ----------- -----------
Net cash provided by operating activities............ 89,027 285,376 206,991 87,403

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures....................................... (41,406) (75,886) (90,336) (184,132)
Proceeds from sale of property and equipment............... -- -- -- 9,207
----------- ----------- ----------- -----------
Net cash used in investing activities................ (41,406) (75,886) (90,336) (174,925)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt................... -- -- -- 140,588
Principal payments on long-term debt....................... (15,031) (7,643) (11,347) (47,003)
Principal payments under capital leases.................... (8,273) (13,559) (30,856) (24,267)
Principal payments on note payable to stockholder.......... -- (19,500) (25,000) --
----------- ----------- ----------- -----------
Net cash (used in) provided by financial
activities......................................... (23,304) (40,702) (67,203) 69,318
----------- ----------- ----------- -----------
INCREASE (DECREASE) IN CASH.................................. 24,317 168,788 49,452 (18,204)

Cash at beginning of year.................................... 110,920 61,467 61,468 79,672
----------- ----------- ----------- -----------

Cash at end of year.......................................... $ 135,237 $ 230,255 $ 110,920 $ 61,468
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE>
CROPKING, INCORPORATED
STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK NOTES
OUTSTANDING ADDITIONAL RECEIVABLE
---------------------- PAID-IN RETAINED COMMON
SHARES AMOUNT CAPITAL EARNINGS STOCK TOTAL
----------- --------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 1, 1995........... 1,475,000 $ 14,750 $ -- $ 313,905 $ -- $ 328,655

Earnings for 1996................. -- -- -- 33,387 -- 33,387
----------- --------- ---------- ----------- ------------ -----------
BALANCE AT JULY 31, 1996............ 1,475,000 14,750 -- 347,292 -- 362,042

Earnings for 1997................. -- -- -- 119,960 -- 119,960
----------- --------- ---------- ----------- ------------ -----------
BALANCE AT JULY 31, 1997............ 1,475,000 14,750 -- 467,252 -- 482,002
[the following information is
unaudited]

Issuance of common stock for
notes............................. 525,000 5,250 519,750 -- (525,000) --

Earnings for the six month period
ended January 31, 1998.......... -- -- -- 163,635 -- 163,635
----------- --------- ---------- ----------- ------------ -----------
BALANCE AT JANUARY 31, 1998......... 2,000,000 $ 20,000 $ 519,750 $ 630,887 $ (525,000) $ 645,637
----------- --------- ---------- ----------- ------------ -----------
----------- --------- ---------- ----------- ------------ -----------
</TABLE>

The accompanying notes are an integral part of these statements.

F-7
<PAGE>
CROPKING, INCORPORATED

NOTES TO FINANCIAL STATEMENTS
JULY 31, 1997 AND 1996

NOTE A--SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.

NATURE OF OPERATIONS

INTERIM FINANCIAL STATEMENTS

The interim financial statements as of January 31, 1998 and 1997 and for
each of the six months then ended as included herein are unaudited. However, in
the opinion of management, all adjustments, consisting only of normal recurring
adjustments necessary for a fair presentation of the information have been made.
The interim financial statements for the periods stated and notes presented
herein do not contain certain information included in the Company's annual
financial statements and notes as also herein presented. Results for interim
periods are not necessarily indicative of results expected for the full year.

REVENUE RECOGNITION

The Company recognizes revenue when the product is shipped.

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 amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating
the fair value of each class of financial instruments for which it is
practicable to estimate fair value.

For cash, receivables and payables, the carrying amounts approximate fair
value because of the short maturity of these instruments. For long-term
obligations, including current maturities, the fair value of the Company's
long-term obligations approximates historically recorded cost since interest
rates approximate market.

F-8
<PAGE>
CROPKING, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1997 AND 1996

NOTE A--SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
INVENTORY

Inventory consists of purchased parts and system components and is stated at
the lower of cost, determined on the first-in, first-out (FIFO) basis, or
market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is provided over the
estimated useful lives of the related assets. Renewals and betterments of a
nature considered to materially extend the useful life of the assets are
capitalized. Depreciation for financial reporting purposes is based on the
following policies:

<TABLE>
<S> <C> <C>
Building....................... 20 years Straight-line
Furniture and fixtures......... 5-10 years Straight-line
Leasehold improvements......... 20 years Straight-line
Vehicles....................... 3-5 years Straight-line
Machinery and equipment........ 5-10 years Straight-line
</TABLE>

ASSET IMPAIRMENT

On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED OF ("SFAS 121"). SFAS 121 requires that
long-lived assets, certain identifiable intangible assets and goodwill be
reviewed for impairment when expected future undiscounted cash flows are less
than the carrying value of the assets. No charges were recorded pursuant to this
statement for the years ended July 31, 1997 and 1996.

ADVERTISING EXPENSES

All advertising and promotional costs incurred by the Company are expensed
the first time the advertising takes place. Advertising and promotion expense
was $194,500 and $195,700 for the years ended July 31, 1997 and 1996,
respectively, and is included in "Selling, general and administrative expenses"
in the accompanying Statements of Earnings.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs related to both present and future products
are expensed as incurred. Such costs amounted to $103,600 and $40,300 for the
years ended July 31, 1997 and 1996, respectively, and are classified as a
component of "Selling, general and administrative expenses" in the accompanying
Statements of Earnings.

INCOME TAXES

Income taxes are recorded in accordance with Statement of Financial
Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES ("SFAS No. 109"). SFAS
109 utilizes the asset and liability method,

F-9
<PAGE>
CROPKING, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1997 AND 1996

NOTE A--SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
under which deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying currently enacted statutory rates to
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities. Under SFAS 109, the effect on deferred taxes
of a change in tax rates is recognized in income in the period that includes the
enactment date.

CASH FLOWS

For purposes of the Statement of Cash Flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents.

During the year ended July 31, 1996, the Company acquired approximately
$1,036,390 of land, building and equipment under a capitalized lease.

For the years ended July 31, 1997 and 1996, the Company paid interest of
$119,500 and $118,800 and paid income taxes of $22,500 and received a net refund
of $4,600, respectively.

EARNINGS PER SHARE

The Company adopted SFAS No. 128, EARNINGS PER SHARE, effective December 31,
1997 and all earnings per share amounts disclosed herein have been calculated
under the provisions of SFAS No. 128. Basic earnings per common shares were
computed by dividing net income by the weighted average number of shares of
common stock outstanding during the reporting period. The Company does not have
any potentially dilutive securities outstanding at July 31, 1997.

NEW ACCOUNTING PRONOUNCEMENTS

In 1997, the FASB issued Statement of Financial Accounting Standards No.
130, REPORTING COMPREHENSIVE INCOME ("SFAS 130") and Statement of Financial
Accounting Standards No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION ("SFAS 131"). SFAS 130 establishes standards to measure all
changes in equity that result from transactions and other economic events other
than transactions with owners. Comprehensive income is the total of net income
and all other nonowner changes in equity. SFAS 131 introduces a new segment
reporting model called the "management approach". The management approach is
based on the manner in which management organizes segments within a company for
making operating decisions and assessing performance. The management approach
replaces the notion of industry and geographic segments. The Company will adopt
SFAS 130 and SFAS 131 in fiscal year 1998. The Company believes adoption of SFAS
130 and SFAS 131 will not have a significant effect on the Company's financial
statements.

NOTE B--NOTE PAYABLE STOCKHOLDER

The Company had a demand note payable to a stockholder at July 31, 1996
requiring interest payments at an annual rate of 12%. The note was paid during
the fiscal year ended July 31, 1997.

F-10
<PAGE>
CROPKING, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1997 AND 1996

NOTE C--LONG-TERM OBLIGATIONS

Long-term obligations as of July 31, 1997 consist of the following:

<TABLE>
<S> <C>
Note payable--bank, collateralized by substantially all
corporate assets, monthly payments of $760 include interest of
8.5%, matures April 1, 2000................................... $ 21,701
Note payable--bank, collateralized by substantially all
corporate assets, monthly payments of $1,350 include interest
at prime plus .5%, matures February 15, 2006.................. 95,014
Obligations under capital leases (see Note D)................... 999,910
---------
1,116,625
Less current portion............................................ 46,295
---------
$1,070,330
---------
---------
</TABLE>

As of July 31, 1997, long-term obligations mature as follows:

<TABLE>
<S> <C>
FISCAL YEAR
1998............................................................ $ 46,295
1999............................................................ 51,073
2000............................................................ 49,544
2001............................................................ 37,661
2002............................................................ 40,174
Thereafter...................................................... 891,878
---------
$1,116,625
---------
---------
</TABLE>

NOTE D--CAPITAL LEASE OBLIGATIONS

Property, plant and equipment includes a building and equipment under
capital leases in the amount of $1,054,402 at July 31, 1997 and 1996.
Accumulated amortization on the related assets at those dates is $108,575 and
$56,089, respectively. The building and certain of the equipment is being leased
from a related party (see Note E).

F-11
<PAGE>
CROPKING, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1997 AND 1996

NOTE D--CAPITAL LEASE OBLIGATIONS (CONTINUED)
The following is a schedule of future minimum lease payments under capital
leases together with the present value of the minimum lease payments as of July
31, 1997:

<TABLE>
<S> <C>
1998........................................................... $ 135,149
1999........................................................... 135,149
2000........................................................... 131,282
2001........................................................... 121,358
2002........................................................... 120,000
Thereafter..................................................... 1,560,000
----------
Total minimum lease payments................................... 2,202,939
Less amount representing interest.............................. 1,203,029
----------
PRESENT VALUE OF MINIMUM LEASE PAYMENTS........................ $ 999,910
----------
----------
</TABLE>

NOTE E--RELATED PARTY TRANSACTION

The Company leases its office and warehouse facilities and certain equipment
from the president and stockholder of the Company under a capital lease. The
lease term is for five years with the right by the lessee to exercise three
consecutive five year options. Lease payments are due monthly in the amount of
$10,000. The lessee is responsible for repair and maintenance of the property.
The Company has guaranteed a debenture in the amount of $388,000 and has agreed
to the assignment of its lease payments in conjunction with the president's
financing arrangement with the U.S. Small Business Administration. The real
estate is also collateral in conjunction with additional borrowings by the
president in the amount of $683,000 and is secured by a first mortgage on the
property. The Company subleases a portion of these facilities to an affiliated
company ("Affiliate") which is owned by the president of the Company. The
Affiliate pays $2,500 per month for rent. The Company had sublease income for
1997 and 1996 in the amount of $30,000 for each year.

NOTE F--STOCKHOLDERS' EQUITY

On August 22, 1997 the Company, as an Ohio corporation, issued 131.25 shares
of common stock (525,000 shares after a 4,000:1 exchange of securities, see
below) at an aggregate purchase price of $525,000 to six persons, including
officers, directors and counsel for the Company ("Purchasers"). The stock price
was determined based upon an independent professional third party appraisal. The
Purchasers entered into nonrecourse promissory notes payable to the Company
aggregating $525,000, with principal and 8% simple interest due on December 31,
2000, in payment of their securities.

F-12
<PAGE>
CROPKING, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1997 AND 1996

NOTE F--STOCKHOLDERS' EQUITY (CONTINUED)
The Company was originally incorporated as an Ohio corporation and
authorized 500 shares of no par common stock. On August 29, 1997, a Delaware
corporation was formed and 25,000,000 shares of common stock were authorized at
a $.01 par value. The Ohio corporation was then merged into the Delaware
corporation resulting in the Ohio corporation ceasing to exist. Upon the
effective date of the merger, each share of common stock was exchanged for 4,000
shares of the Delaware corporation's common stock, aggregating 2,000,000 common
shares issued and outstanding after the merger. All periods presented have been
restated to reflect this recapitalization.

On January 12, 1998 the Company entered into a letter of intent with an
underwriter for a firm commitment initial public offering of securities
consisting of 1,500,000 shares of common stock and 2,000,000 common stock
purchase warrants.

NOTE G--PROFIT SHARING PLAN

The Company has a 401(k) profit sharing plan covering substantially all full
time employees. The Company has elected to match 25% of participating employees'
elected contributions up to 3% of total salaries and wages. The Company's
matching contribution expense was $9,200 and $8,600 for the years ended July 31,
1997 and 1996, respectively.

The plan provides for discretionary contributions by the Company of up to
15% of compensation. Discretionary contributions to the plan were $34,000 and
$17,500 for the years ended July 31, 1997 and 1996, respectively.

NOTE H--INCOME TAXES

Income taxes consist of the following:

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Federal.............................................................. $ 65,000 $ 18,000
State and local...................................................... 17,000 2,000
---------- ----------
82,000 20,000
Deferred............................................................. (11,000) (13,500)
---------- ----------
$ 71,000 $ 6,500
---------- ----------
---------- ----------
</TABLE>

The following is a summary of the reconciliations of the expected Federal
Statutory Tax Rates:

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Expected Statutory Tax Rate................................................ 34.0% 34.0%
Permanent nondeductible expenditures....................................... 1.3% 3.5%
State and local income taxes............................................... 5.7% (2.2)%
Surtax rate difference..................................................... (3.8)% (19.0)%
--- ---------
37.2% 16.3%
--- ---------
--- ---------
</TABLE>

F-13
<PAGE>
CROPKING, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1997 AND 1996

NOTE H--INCOME TAXES (CONTINUED)
Deferred tax assets and liabilities at July 31, 1997 consist of the
following:

<TABLE>
<S> <C>
TEMPORARY DIFFERENCES RELATED TO:
Depreciation................................................... $ (30,000)
State taxes.................................................... 6,000
Accrued expenses and allowances................................ 5,000
Capitalized leases............................................. 22,000
---------
Net deferred taxes........................................... $ 3,000
---------
---------

Deferred tax asset--current...................................... $ 11,000
Deferred tax liabilities--noncurrent............................. (8,000)
---------
$ 3,000
---------
---------
</TABLE>

F-14
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH AN OFFER WOULD BE UNLAWFUL. ANY MATERIAL MODIFICATION OF THE OFFERING
WILL BE ACCOMPLISHED BY MEANS OF AN AMENDMENT TO THE REGISTRATION STATEMENT. IN
ADDITION, THE RIGHT IS RESERVED BY THE COMPANY TO CANCEL ANY CONFIRMATION OF
SALE PRIOR TO THE RELEASE OF FUNDS, IF, IN THE OPINION OF THE COMPANY,
COMPLETION OF SUCH SALE WOULD VIOLATE FEDERAL OR STATE SECURITIES LAWS OR A RULE
OR POLICY OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., WASHINGTON,
D.C. 20006.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 6
Use of Proceeds........................................................... 12
Dilution.................................................................. 14
Capitalization............................................................ 15
Dividend Policy........................................................... 15
Management's Discussion and Analysis or Plan of Operation................. 16
Business.................................................................. 19
Management................................................................ 31
Principal Stockholders.................................................... 36
Certain Transactions...................................................... 37
Description of Securities................................................. 39
Underwriting.............................................................. 42
Legal Proceedings......................................................... 45
Legal Matters............................................................. 45
Experts................................................................... 45
Additional Information.................................................... 44
Index to Financial Statements............................................. F-1
Report of Independent Certified Public Accountants........................ F-2
</TABLE>

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

UNTIL , 1998 (25 DAYS AFTER THE EFFECTIVE DATE OF THIS
PROSPECTUS), ALL BROKER-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 WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

1,500,000 SHARES
2,000,000 WARRANTS

[LOGO]

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

PROSPECTUS

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

[LOGO]

7700 WEST CAMINO REAL
BOCA RATON, FLORIDA 33433
(561) 347-1200
ATLANTA, GEORGIA
BEVERLY HILLS, CALIFORNIA
BOSTON, MASSACHUSETTS
CHICAGO, ILLINOIS
CLEARWATER, FLORIDA
DULUTH, GEORGIA
EAST BOCA RATON, FLORIDA
EDISON, NEW JERSEY
EUREKA SPRINGS, ARKANSAS
HASBROOK HEIGHTS, NEW JERSEY
LA JOLLA, CALIFORNIA
MIAMI, FLORIDA
NAPLES, FLORIDA
NEW YORK, NEW YORK
ORLANDO, FLORIDA
SARASOTA, FLORIDA
TAMPA, FLORIDA
TULSA, OKLAHOMA

, 1998

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

II-1
<PAGE>
The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding arising out of the
director's status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require a showing of good faith. Moreover, they do not provide indemnification
for liability arising out of willful misconduct, fraud, or dishonesty, for
"short-swing" profits violations under the federal securities laws, or for the
receipt of illegal remuneration. The provisions also do not provide
indemnification for any liability to the extent such liability is covered by
insurance. One purpose of the provisions is to supplement the coverage provided
by such insurance. However, as mentioned above, the Company does not currently
provide such insurance to its directors, and there is no guarantee that the
Company will provide such insurance to its directors in the near future although
the Company may attempt to obtain such insurance.

The provisions diminish the potential rights of action which might otherwise
be available to shareholders by limiting the liability of officers and directors
to the maximum extent allowable under Delaware law and by affording
indemnification against most damages and settlement amounts paid by a director
of the Company in connection with any shareholders derivative action. However,
the provisions do not have the effect of limiting the right of a shareholder to
enjoin a director from taking actions in breach of his fiduciary duty, or to
cause the Company to rescind actions already taken, although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken. Also, because the Company does
not presently have directors liability insurance and because there is no
assurance that the Company will procure such insurance or that if such insurance
is procured it will provide coverage to the extent directors would be
indemnified under the provisions, the Company may be forced to bear a portion or
all of the cost of the director's claims for indemnification under such
provisions. If the Company is forced to bear the costs for indemnification, the
value of the Company stock may be adversely affected. In the opinion of the
Securities and Exchange Commission, indemnification for liabilities arising
under the Securities Act of 1933 is contrary to public policy and, therefore, is
unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is an itemization of expenses, payable by the Company from the
net proceeds of this offering, incurred by the Company in connection with the
issuance and distribution of the securities of the Company being offered hereby.
All expenses are estimated except the SEC, NASD and Nasdaq Registration and
Filing Fees. See "Use of Proceeds."

<TABLE>
<S> <C>
SEC Registration and Filing Fee(1)............................. $ 8,216
NASD Registration and Filing Fee(1)............................ 2,883
Transfer Agent Fees............................................ 1,500
Financial Printing............................................. 100,000
Accounting Fees and Expenses................................... 75,000
Legal Fees and Expenses........................................ 375,000
Blue Sky Fees and Expenses..................................... 75,000
Underwriter's Nonaccountable Expense Allowance................. 232,500
Miscellaneous.................................................. 4,901
----------
TOTAL...................................................... $ 875,000
----------
----------
</TABLE>

- ------------------------
(1) Paid upon initial filing of this Registration Statement and related
Prospectus.

II-2
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

In August 1977, the Company issued 525,000 shares of common stock (which
includes a 4,000:1 exchange of securities in connection with the reincorporation
of the Company in Delaware) to six persons, who are officers, directors and
counsel for the Company, in a private placement transaction in consideration of
$525,000, consisting of cash and notes, or $1 per share. The price per share was
based upon an independent, professional third party appraisal. See "Financial
Statements--Note F."

Reference is also made hereby to "Dilution," "Principal Stockholders,"
"Certain Transactions" and "Description of Securities" in the Prospectus for
more information with respect to the previous issuance and sale of the Company's
securities.

All of the aforesaid securities have been appropriately marked with a
restricted legend and are "restricted securities," as defined in Rule 144 of the
rules and regulations of the Securities and Exchange Commission, Washington,
D.C. 20549. All of the aforesaid securities were issued for investment purposes
only and not with a view to redistribution, absent registration. All of the
aforesaid persons have been fully informed and advised concerning the
Registrant, its business, financial and other matters. Transactions by the
Registrant involving the sales of these securities set forth above were issued
pursuant to the "private placement" exemptions under the Securities Act of 1933,
as amended, as transactions by an issuer not involving any public offering. The
Registrant has been informed that each person is able to bear the economic risk
of his investment and is aware that the securities were not registered under the
Securities Act of 1933, as amended, and cannot be re-offered or re-sold until
they have been so registered or until the availability of an exemption
therefrom. The transfer agent and registrar of the Registrant will be instructed
to mark "stop transfer" on its ledgers to assure that these securities will not
be transferred absent registration or until the availability of an exemption
therefrom is determined.

II-3
<PAGE>
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

This following is a list of Exhibits marked with an asterisk(*) filed
herewith by CropKing, Incorporated as part of Amendment No. 1 to the SB-2
Registration Statement and related Prospectus:

<TABLE>
<C> <S>
1.0 Form of Underwriting Agreement.
1.1 Selected Dealer Agreement.
3.0 Articles of Incorporation (Ohio), dated June 1982.
3.1 Certificate of Incorporation (Delaware), dated August 1997.
3.2 By-laws, as amended.
4.0 Specimen Copy of Common Stock Certificate.
4.1 Form of Warrant Certificate.
4.2 Form of Underwriter's Warrant Agreement.
5.0 Opinion of Thomas T. Prousalis, Jr., Esq. for Registrant.
10.0 Employment Agreement, Daniel J. Brentlinger, dated February 1998.
10.1 Key Trust Company of Ohio, N.A., Business Valuation Report, dated August
22, 1997.*
10.2 Lease, Seville Properties, dated August 14, 1995.*
10.3 Lease, CropKing, Inc., dated August 14, 1995.*
10.4 Financial Advisory Agreement.
10.5 Merger and Acquisition Agreement.
23.0 Consent of Thomas T. Prousalis, Jr., Esq. is contained on page II-6 of
the Registration Statement.
24.0 Consent of Grant Thornton LLP is contained on page II-7 of the
Registration Statement.
25.0 Power of Attorney appointing Daniel J. Brentlinger is contained on page
II-5 of the Registration Statement.
</TABLE>

ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to participating
broker-dealers, at the closing, certificates in such denominations and
registered in such names as required by the participating broker-dealers, to
permit prompt delivery to each purchaser.

The undersigned Registrant also undertakes:

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

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

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

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

II-4
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

(3) 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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

This Registration Statement consists of the following:

<TABLE>
<C> <S>
1. Facing page.
2. Cross-Reference Sheet.
3. Prospectus.
4. Complete text of Items 24-28 in Part Two of Registration Statement.
5. Exhibits.
6. Signature page.
7. Consents of:
Thomas T. Prousalis, Jr., Esq.
Grant Thornton LLP
</TABLE>

II-5
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on May 22, 1998.

By: DANIEL J. BRENTLINGER
-------------------------------------------
Daniel J. Brentlinger
Chairman of the Board

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------------------- -----------------------

<C> <S> <C>
DANIEL J. BRENTLINGER
--------------------------------- Chairman of the Board, President, Chief Executive May 22, 1998
Daniel J. Brentlinger Officer, Chief Financial Officer, Controller

JOHN CAMPANELLA
--------------------------------- Vice President, Chief Operating Officer, Secretary May 22, 1998
John Campanella

JAMES W. BROWN
--------------------------------- Vice President, Technical Services May 22, 1998
James W. Brown

ARTHUR E. BARD
--------------------------------- Vice President, Marketing and Sales May 22, 1998
Arthur E. Bard

HOWARD M. RESH, PH.D.
--------------------------------- Director May 22, 1998
Howard M. Resh, Ph.D.

ROBERT A. CHESNEY
--------------------------------- Director May 22, 1998
Robert A. Chesney
</TABLE>

<TABLE>
<S> <C>
By: DANIEL J. BRENTLINGER
Daniel J. Brentlinger
ATTORNEY-IN-FACT
</TABLE>

II-6
<PAGE>
CONSENT OF COUNSEL

The consent of Thomas T. Prousalis, Jr., Esq., 1919 Pennsylvania Avenue,
N.W., Suite 800, Washington, D.C. 20006, to the use of his name in this Form
SB-2 Registration Statement, and related Prospectus, as amended, of CropKing,
Incorporated is contained in his opinion filed as Exhibit 5.0 hereto.

II-7
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated January 26, 1998 accompanying the Financial
Statements of CropKing, Incorporated contained in the Registration Statement and
Prospectus. We consent to the use of the aforementioned report in the
Registration Statement and Prospectus, and to the use of our name as it appears
under the caption "Experts."

GRANT THORNTON LLP

Cleveland, Ohio
May 22, 1998

II-8
<PAGE>
REGISTRATION NO. 333-48433
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

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

CROPKING, INCORPORATED
(Exact name of Registrant as specified in its charter)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INDEX TO EXHIBITS

The following is a list of Exhibits marked with an asterisk (*) filed
herewith by CropKing, Incorporated as part of Amendment No. 1 to the SB-2
Registration Statement and related Prospectus:

<TABLE>
<C> <S> <C>
1.0 Form of Underwriting Agreement.
1.1 Selected Dealer Agreement.
3.0 Articles of Incorporation (Ohio), dated June 1982.
3.1 Certificate of Incorporation (Delaware), dated August 1997.
3.2 By-laws, as amended.
4.0 Specimen Copy of Common Stock Certificate.
4.1 Form of Warrant Certificate.
4.2 Form of Underwriter's Warrant Agreement.
5.0 Opinion of Thomas T. Prousalis, Jr., Esq. for Registrant.
10.0 Employment Agreement, Daniel J. Brentlinger, dated February 1998.
10.1 Key Trust Company of Ohio, N.A., Business Valuation Report, dated August
22, 1997.*
10.2 Lease, Seville Properties, dated August 14, 1995.*
10.3 Lease, CropKing, Inc., dated August 14, 1995.*
10.4 Financial Advisory Agreement.
10.5 Merger and Acquisition Agreement.
23.0 Consent of Thomas T. Prousalis, Jr., Esq. is contained on page II-6 of
the Registration Statement.
24.0 Consent of Grant Thornton LLP is contained on page II-7 of the
Registration Statement.
25.0 Power of Attorney appointing Daniel J. Brentlinger is contained on page
II-5 of the Registration Statement.
</TABLE>

<PAGE>

Business Valuation Services

EXHIBIT 10.1

CROPKING, INC.

August 22, 1997

LOGO

<PAGE>

April 9, 1998

Mr. Daniel J. Brentlinger
CropKing, Inc.
5050 Greenwich Road
Seville, OH 44273

Dear Mr. Brentlinger:

We are pleased to submit our valuation of the common stock of CropKing, Inc.
We find, based on 300 common shares outstanding, the fair market value of the
common stock is:

$1,100,000 or $3,666.67 per share

We give our opinion of the fair market value as of August 22, 1997 on the
basis of our experience as a fiduciary handling over $108 billion in trust
assets and having been involved in frequent appraisals and sales of closely
held and employee-owned companies.

In this report, we consider the trend and nature of the Company's business,
the state of the economy and industry in which it operates, and the assets it
holds. We examined the financial position and operating results of the
Company relative to other companies with similar financial profiles and
subject to similar market conditions. Our analysis included consideration of
earnings, projected operations, net asset value, marketability, and other
attributes of the respective entities we deemed pertinent to render this
opinion.

This report is prepared in conformity with Uniform Standards of Professional
Appraisal Practice, as promulgated by The Appraisal Foundation and endorsed
by the American Society of Appraisers. The American Society of Appraisers has
a mandatory reaccreditation program for all of its Accredited Senior
Appraisers. All Accredited Senior Appraisers employed by Key Trust Company of
Ohio are in compliance with the requirements of that program.

Respectfully submitted,

KEY TRUST COMPANY OF OHIO, N.A.

By: /s/ Radd L. Riebe
------------------------------------
Radd L. Riebe
Vice President, ASA

By: /s/ Brian D. Bornino
------------------------------------
Brian D. Bornino, CPA, CMA
Valuation Officer

RLR:nu:deh - 1952R

<PAGE>

TABLE OF CONTENTS

PAGE NO.
--------

<S> <C>
LETTER OF TRANSMITTAL........................................... 2

INTRODUCTION.................................................... 4

Description of the Assignment............................... 5

THE ECONOMY..................................................... 6

THE COMPANY..................................................... 7

Origin, Ownership, and Management........................... 7
Business.................................................... 10
The Hydroponic Industry..................................... 11
Strategy.................................................... 15
Hydroponic Products and Service............................. 21
Marketing, Distributing, and Sales.......................... 23
Competition................................................. 24
Employees................................................... 26
Facilities.................................................. 27
Financial Statements........................................ 27

VALUATION ANALYSIS.............................................. 33

Valuation Approach.......................................... 33
Discounted Cash Flow........................................ 34
Net Asset Value............................................. 37
Weighting of Valuation Factors.............................. 38

CONCLUSION...................................................... 39

Schedule A - Balance Sheets.................................... 28
Schedule B - Statements of Sales............................... 29
Schedule C - Percent of Sales.................................. 30
Schedule D - Selected Financial Data........................... 31
Schedule E - Adjusted Net Income, Cash Flow, EBIT, and EBITDA.. 32

Exhibit A Discounted Cash Flow Summary...................... 35

Glossary of Terms............................................... 40

Appendix A - Biographical Data................................. 41
Appendix C - Independence of Appraiser/Contingent and Limiting
Conditions................................... 43

</TABLE>

3
<PAGE>

INTRODUCTION

This report is undertaken to determine the "fair market" value of the common
stock of CropKing, Inc. ("CropKing") or (the "Company") as of August 22,
1997. The term "fair market value" is the price at which property would
change hands between a willing buyer and a willing seller, neither being
under any compulsion to buy nor sell with both having reasonable knowledge of
relevant facts. In preparing this report, we have, among other things,
reviewed:

1. our February 27, 1998 meeting with Daniel J. Brentlinger, Chairman
and CEO of CropKing, the business, services, problems, opportunities,
and competitive environment,

2. the February 20, 1998 draft of CropKing's Form SB-2 Registration
Statement to be filed with the Securities and Exchange Commission,

3. the draft audited financial statements of CropKing prepared by Grant
Thornton, LLP for the years ended July 31, 1997 and 1996,

4. the draft audited financial statement of CropKing prepared by Grant
Thornton, LLP for the six-month period ended January 31, 1998,

5. the compiled financial statements of CropKing prepared by Rea &
Associates, Inc. for the years ended July 31, 1992 through 1996,

6. marketing information provided by CropKing,

7. a Business Plan for CropKing prepared by Daniel J. Brentlinger in
March 1995 for fiscal years 1995 through 1998,

8. video tape presentation by CropKing, titled "Opportunities in
Controlled Environment Agriculture",

9. our February 27, 1997 tour of CropKing facilities in Seville, Ohio,
and

10. other information and such aspects of the business as we considered
pertinent.

In connection with our review, we have used, relied on, and assumed the
accuracy of, without independent verification, data, material, and other
information with respect to the Company, furnished to Key by or on behalf of
the Company and its agents, counsel, employees, and

4
<PAGE>

representatives (the "Information"). The Company represents that the
Information does not contain any untrue statement of material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances in which they were made, not false or misleading.

Description of the Assignment

Key Trust Company of Ohio, a subsidiary of Key Bank National Association, was
retained by CropKing to appraise the fair market value of its common stock as
of August 22, 1997. The purpose of this valuation is to report to the
Securities and Exchange Commission the market value of common stock sold to
various individuals on the date of valuation. Our services and the opinions
expressed herein are provided exclusively for CropKing. Such opinions are not
intended to be investment advice and should in no way be construed as such.

5
<PAGE>

THE ECONOMY

Our appraisal is as of August 22, 1997 during a period of sustained growth.
During the third quarter of 1997, real gross domestic product ("GDP") rose at
an annual rate of 3.5% after rising 3.3% in the second quarter. Industrial
production output rose in the third quarter at an annual rate of 7.2%,
compared to 4.1% in the second quarter. During the third quarter, the
consumer price index increased at an annual rate of 2.2%, following a 2.4%
second quarter rise. Unemployment averaged 4.9% in the third quarter,
unchanged from the previous quarter. As of this appraisal date, the
unemployment rate is 4.9%. The prime rate averaged 8.5% in the third quarter,
unchanged from the second quarter. As of this appraisal date, the prime rate
remains at 8.5%. The Dow Jones Industrial Average closed December 1996 at
6448.27 and closed August 1997 at 7622.42, an 18.2% increase for the year.
The NASDAQ Composite, a broader index of smaller companies, was 1291.03 at
the close of December 1996 and 1587.32 at the close of August 1997, a 23.0%
increase for the year.

GDP has grown at fluctuating rates since the first quarter of 1991. Continued
growth will be driven by consumer spending, which is supported by job growth
and modest wage gains. The continued increase in the stock market has
increased personal wealth and may positively affect future consumer spending.
The Federal Reserve modestly raised rates in March 1997 and further monetary
tightening is expected, although the timing is uncertain. On a long-term
basis, interest rates are expected to rise further as the economy and
employment show sustained growth and inflation pressures increase.

We anticipate real GDP growth of 4.0% for 1997 and 2.5% for 1998, following
growth of 2.8% for 1996 and 2.0% for 1995.

6
<PAGE>

THE COMPANY

Origin, Ownership, and Management

CropKing was incorporated in the State of Ohio in September 1982 and
reincorporated in the State of Delaware in August 1997. The principal
executive offices of the Company are located at 5050 Greenwich Road, Seville,
Ohio 44273, and its telephone number is (330) 769-2002. The Company's
Internet address is www.CropKing.com.

The officers and directors of the Company are as follows:

Name Title

<S> <C>
Daniel J. Brentlinger Chairman of the Board, President, Chief Executive Officer
John Campanella Vice President, Chief Operating Officer, Secretary
James W. Brown Vice President, Technical Services
Arthur E. Bard Vice President, Marketing and Sales
Howard M. Resh, Ph. D. Director
Robert A. Chesney Director

</TABLE>

Each of the directors hold office for a one-year period expiring December 31,
1998. At present, the Company's By-laws provide for not less than one
director nor more than nine directors. Currently, there are three directors.
The By-laws permit the Board of Directors to fill any vacancy and such
director may serve until the next annual meeting of shareholders or until his
successor is elected and qualified. Officers serve at the discretion of the
Board of Directors. There are no family relationships among any officers or
directors of the Company.

The principal occupation and business experience for each officer and
director of the Company for at least the last five years are as follows:

7
<PAGE>

Daniel J. Brentlinger, 45, has been chairman of the board, president and
chief executive officer of the Company since its organization. Mr.
Brentlinger is the founder of the Company. Mr. Brentlinger has substantial
senior management, technical operations and marketing and sales experience in
the hydroponics and aquaculture industries. Since the founding of the Company
in September 1982, Mr. Brentlinger has been instrumental in the organization,
development and promotion of the Company. Mr. Brentlinger holds a B.S. degree
from Southwest Missouri State University.

John Campanella, __, has been a vice president, chief operating officer,
secretary, director and an employee of the Company since 19__. Mr. Campanella
has significant management, operations and marketing and sales experience in
the hydroponics industry. From 1980 to 1990, Mr. Campanella was national
sales manager for Panasonic Industrial Company, a Secaucus, New Jersey based
industrial products company. From 1990 to 199_, Mr. Campanella was president
and chief executive officer of Northland Sport Marketing, Inc., a Cleveland,
Ohio based sporting goods company. Since 19__, Mr. Campanella has been
instrumental in the organization, development and promotion of the Company.
Mr. Campanella holds a B.S. degree from the University of Cincinnati.

James W. Brown, 53, has been vice president of technical services and an
employee of the Company since 1983. Mr. Brown has significant management,
technical operations and marketing experience in the hydroponics industry.
Since 1983, Mr. Brown has been responsible for the Company's training
workshops for the Company's hydroponic products and systems, has coordinated
the Company's annual national hydroponics conference, and has otherwise been
instrumental in the organization, development and promotion of the Company.

8
<PAGE>

Mr. Brown holds a B.S. degree from McGill University, a M.S. degree from
Cornell University and an M.D. degree (divinity) from Faith Theological
Seminary.

Arthur E. Bard, 56, has been vice president of marketing and sales and an
employee of the Company since 1991. Mr. Bard has significant management,
technical operations and marketing and sales experience in the hydroponics
industry. Since 1991, Mr. Bard has also been responsible for the marketing
and sales of the Company's hydroponic products and systems, and related
technology, equipment and supplies, and has otherwise been instrumental in
the organization, development and promotion of the Company. Mr. Bard holds
B.S. and M.S. degrees from the University of Wyoming and a Ph.D. degree
(candidate) from the University of Arizona.

Howard M. Resh, Ph.D., 56, has been vice president of development and
director of the Company since September 1997. Dr. Resh has substantial senior
management, operations and marketing experience in the hydroponics industry.
Dr. Resh is a leading international authority in the hydroponics industry and
is the author of more than 32 professional publications in the hydroponics
field. Since 1990, Dr. Resh has been the technical director and project
manager of hydroponics systems, and related technology and products, for
California Watercress, Inc., a Fillmore, California based agribusiness. Since
1997, Dr. Resh has been instrumental in the organization, development and
promotion of the Company. Dr. Resh holds B.S. and Ph.D. degrees from the
University of British Columbia.

Robert A. Chesney, 57, has been a director of the Company since September
1997. Mr. Chesney has substantial executive management, technical operations
and marketing and sales experience in the telecommunications industry. Since
1978, Mr. Chesney has been president

9
<PAGE>

and chief executive officer of Chesney Communications, a Newport Beach,
California based communications and video production firm, which produces
Window on Wall Street, a nationally syndicated financial video program, among
other financial video programs. Chesney Communications intends to provide
video production for the Company at prices competitive with prices charged by
other companies on an arm's length basis. Since September 1997, Mr. Chesney
has been instrumental in the organization, development and promotion of the
Company. Mr. Chesney holds a B.S. degree from the University of Miami.

The Company sold 200 new shares of stock to various individuals on August 22,
1997. As of August 27, 1997, the shareholders were:

Percent of
Shareholder Shares Outstanding

<S> <C> <C>
Daniel J. Brentlinger 368.75 73.75%
Thomas T. Prousalis, Jr. 50.00 10.00
John Campanella 18.75 3.75
James W. Brown 18.75 3.75
Arthur E. Bard 18.75 3.75
Howard M. Resh 12.50 2.50
Robert A. Chesney 12.50 2.50
------- -------
500.00 100.00

</TABLE>

Subsequent to the date of this valuation, CropKing split its stock 4,000 for
1.

Business

CropKing designs, develops, manufactures, markets and sells proprietary,
commercial hydroponic products and systems, and related technology, equipment
and supplies, to customers in the United States and abroad for the commercial
year-round production of high value,

10
<PAGE>

specialty, disease and pesticide-free plant and floral crops, such as
tomatoes, lettuce, peppers, herbs, strawberries, and roses. The Company's
hydroponic products and systems are offered to its prospective commercial and
individual customers in standard and custom-designed configurations,
providing versatile commercial structures, products and systems, including
related technology, equipment and supplies, on a turn-key basis. The
Company's hydroponic products and systems are offered through direct
marketing and sales, dealers and distributors and by mail order. CropKing
distributes more than 100,000 mail order catalogs and other marketing
materials to its customers and prospective customers worldwide.

The Hydroponic Industry

Hydroponics may be defined as the science of growing disease and
pesticide-free plants in soilless, insert media, to which is added a water
soluble nutrient containing the essential elements needed by the plant for
optimum growth and development. It is not a new scientific endeavor, with
work being done by researchers as early as the 1600s. In the early 1930s,
W.F. Gericke of the University of California applied laboratory experiments
in plant nutrition to practical and commercial use. In doing so, he termed
these nutri-culture system, "hydroponics," derived from two Greek words,
hydro and ponos, hydro, meaning water, and ponos, meaning labor, or
literally, working water.

Only since the mid 1980s, has hydroponics taken a major step forward with the
introduction of two particular growing media, including rockwool and perlite.
The advantages of these two media have allowed hydroponics to move forward
and become accepted as a practical and profitable way of growing certain
crops. Gericke's application of hydroponics soon proved itself by providing
food for troops stationed on non-arable islands in the Pacific in the early

11
<PAGE>

1940s. In 1945, the U.S. Army Air Force solved its problem of providing its
personnel with fresh vegetables by practicing hydroponics on the rocky
islands normally incapable of producing such crops.

With the development of plastics, hydroponics took another large step
forward. Plastics freed growers from the costly construction of concrete
tanks and beds previously used. Today, computerized environmental control
systems, automated injector feed systems, plastic plumbing and grow bags and
other technological innovations, have allowed growers to become increasingly
efficient in their production of crops using hydroponics, thereby reducing
both capital and operational costs.

Hydroponics has become a reality for growers in all climate regions. Large
hydroponic greenhouse complexes exist throughout the world including Holland,
England, Germany, the Middle East, Spain and Africa. Holland has been a
leader in the hydroponic industry. In this small country, no larger than the
state of Connecticut, there are over ten thousand acres of greenhouses
utilizing hydroponic technology. Much of the production is shipped to the
United States and other countries at premium prices. England's hydroponic
industry, while somewhat smaller than Holland's, still includes well over
four thousand acres of hydroponic greenhouse production. Canada has over one
thousand acres, but in the United States, there are currently only about one
thousand acres of hydroponic greenhouse production.

Why this small amount, in a country far larger geographically and in
production than its European counterparts? It is primarily because U.S.
demand for high quality vegetables has lagged behind that of other countries.
Not until the "baby boomer" generation matured did the consumer demand the
quality that only hydroponics can provide. Thus, in the late 1970s and

12
<PAGE>

early 1980s as the post-war generation entered the market, they demanded
quality produce, and exhibited a willingness to pay a premium price to obtain
it.

Hydroponic production techniques have significantly improved, and
agriculturally inclined entrepreneurs have begun to meet that demand. The
growing systems used in Holland and several other countries where hydroponic
technology is advanced, include the perlite and rockwool systems and rarely
is any other system considered by these up-to-date growers. CropKing has
"packaged" its own proprietary technology that the Company believes is the
most efficient, most productive technology in its industry and offers it on a
turn-key basis to its customers worldwide.

Commercial hydroponics lends itself well to individual and small business
operated greenhouse enterprises where with good management practices, it can
be profitable supplying local markets with fresh produce on a year round
basis. CropKing believes that markets for hydroponically grown produce have
been established and demand currently exceeds supply.

The advantages of hydroponics vis a vis traditional field agriculture are
significant, including:

- Superior taste, quality, appearance, uniformity and extended shelf
life of hydroponic vegetables.

- No sterilization of growing media required and plant nutrition is
easily and completely controlled within nutrient tanks.

- No weeds, no cultivation, no soil borne diseases or insects. Allows
for uniform water availability to plants.

- Closer plant spacing is possible and moveable plant channels allow
greater production from equal areas for some crops.

- Less water is required and less fertilizer needed. Root zone
heating, known to especially benefit tomatoes and cucumbers, is
feasible and practical.

13
<PAGE>

- Use of biological controls including beneficial insects and safe
methods of insect control are possible in a controlled environment
system.

For many of CropKing's customers, tomatoes are the ideal crop to produce due
to their high demand and high market value. Since tomatoes are a universal
staple in the American diet, they are easily marketed, even in outlying rural
areas away from major markets. This ease of marketing all that a grower can
produce is an important issue to consider when choosing a hydroponics crop.
Also, with a ten-day shelf life, tomatoes need no refrigeration or special
treatment prior to delivery to market.

Consumer acceptance of hydroponically grown tomatoes has also contributed to
their appeal to the large commercial grower. Most of the year consumers must
depend on field grown tomatoes, usually from Mexico, Florida or California.
These green picked, gas ripened tomatoes are usually of questionable quality
and their taste and texture leave much to be desired. Transportation costs,
unionized labor, and climatic conditions are increasing the cost to produce
field vegetables, and are causing a shift of vegetable production closer to
the markets, making controlled environment tomato production a particular
profitable alternative for the grower who is looking to diversify.

Quality of the hydroponically grown tomato is unsurpassed, with a beautiful
appearance, smooth skin, little or no blemishes, a deep red color when fully
ripe, a real tomato aroma, a meaty texture, and an excellent taste, much like
carefully cultivated garden tomatoes. Produce buyers are anxious to find
suppliers for this quality of tomato and a reasonable price may be assured.

14
<PAGE>

Most hydroponic growers prefer to grow a single tomato crop for the entire
year, with northern growers usually planting seeds in early January, and
southern growers planting in August. Some growers plant two crops per year, a
spring and a fall crop, thereby eliminating the lower price received during
the summer months and allowing a reduction in labor at those times. In the
north, while the price is lower for a month or so in the summer time,
hydroponic tomatoes bring a premium price, right through the home grown
season.

To make a full time business, to generate sufficient wages for the
owner/operator customer, and to earn a reasonable profit, the Company
recommends a quarter acre, four-bay greenhouse as the minimum size with which
to begin. Some customers growers wishing to start out on a smaller scale
choose either a 30' x 124' free-standing unit, or a two bay connect unit,
which can be added onto in the future.

Hydroponic tomatoes can be grown in several types of soilless systems, with
perlite bags being one of the most popular. Rockwool, peat bags and NFT
(Nutrient Film Technique), are also used by some growers. The perlite bag
system, developed by growers in Scotland, is becoming the most popular system
due to the lower capital costs and ease of installation and management.
Although perlite is the system included in CropKing's systems, the Company is
able to offer a variety of other systems, depending on the grower's
requirements.

Strategy

CropKing believes that the hydroponic industry will be an important industry
in the foreseeable future due to four overriding environmental issues that
have worldwide implications and which are instrumental in the Company's
business strategy:

15
<PAGE>

Decreasing Fresh Water Supplies and Water Quality.

During this century demands for fresh water have soared worldwide. This is
due to rapid industrialization and the needs of a rapidly expanding world
population. Almost all of open field crops in the U.S. and many other
countries draw heavily from rivers and underground aquifers. Whole
agricultural regions depend on these sources, and many water sources are fast
disappearing.

For example, the Ogalala Aquifer, which stretches from Canada down through
the Southwestern U.S., is responsible for millions of acres of bountiful
croplands and grazing lands. The United States Geological Survey (USGS)
reports that this aquifer, which has only been in heavy use for less than 50
years, is more than two-thirds depleted in some areas. It is estimated that
much of this aquifer will be close to bone dry in 30-40 years with current
usage. This aquifer may take thousands of years to replenish itself.

The many fresh water wells in the Middle East are another example. Up to 30
years ago, water in these wells was always available a few meters down--even
at the end of severe 7-12 years droughts that have been recorded periodically
during the past 3,000 years. Now, at some of these wells, it is necessary to
go down 1,000 meters and more to draw water. Moreover, as underground water
table levels decline or pockets (known as "lenses") of fresh water become
smaller, water usually becomes more "brackish;" it has higher concentrations
of dissolved salts. When this water is used for irrigation, and the water
evaporates, it leaves a salt residue (known as "salinization"). As this salt
residue builds up, it reaches a level where plants will not grow in it.

16
<PAGE>

Many of California's formerly productive agricultural lands no longer grow
crops. They are coated by, and saturated with, salt. Something similar can be
seen along the Nile in Egypt below the Aswan Dam. The annual flooding of the
undamed Nile used to wash away evaporated salts from what was some of the
most fertile land in the world. Now the farmland shines white with salt
instead of green with crops.

Another problem is increasing contamination of rivers and aquifers with the
excessive use of chemical fertilizers and insecticides on farms, plus
chemical pollution from urban development and industry. 250 million tons of
industrial waste is generated every year, much of it released into the air.
Also, heavy metals and deadly chemicals are leached by water from garbage and
toxic wastes in landfills, finding their way into underground water and
waterways, which are often used to irrigate crops. One of many examples is
cadmium. This toxic heavy metal is readily taken up by the root system of
lettuce and works its way into the leaves. Eating those lettuce leaves in
salads means ingesting a toxic chemical that the body stores away. When
enough cadmium accumulates, it means serious health problems.

Good quality fresh water can only become more scarce, more expensive and more
controlled. A well managed hydroponic plant wastes no water. That is because
whatever the plant does not use is recirculated instead of draining away.
Excellent water utilization provides a strong competitive advantage for the
hydroponic industry.

Increasing Erosion of Top Soil and Soil Degradation.

17
<PAGE>

- 22 million acres no longer support vegetation,

- 740 million acres need extensive restoration, and

- 2,300 million acres need major and costly reclamation.

The cost of restoration and reclamation, or even of meeting modest
regulations needed to control soil erosion and contamination, is beyond the
means of most developing countries.

Soil erosion is among the major environmental problems facing the world
today. Each year an estimated two billion tons of top soil are lost to wind
or to water runoff. Agricultural output in many areas continues to decline
because of erosion and soil degradation. Major causes cited by the World
Resources Institute include:

- Overgrazing by livestock cause 35% of soil erosion. It is widespread
in Africa and Oceania.

- Deforestation accounts for 30% of soil erosion. It is predominant in
South America and increasing in South East Asia.

- Harmful agricultural practices are responsible for 28% of soil loss
and degradation. It occurs because of over-fertilization and
insufficient fallow or rest periods. "Slash and burn" methods by
poverty-stricken inhabitants in Africa, Asia and South America leave
fields vulnerable to erosion.

- Salinization, the build up of salts, or salizanation, in soil, has
been discussed above.

- Soil compaction, due to commercial farming methods is another
problem. In addition to water and nutrients, plant roots need easy
access to oxygen for best growth.

18
<PAGE>

Hydroponic crops are not grown out of depleted and/or contaminated soil.
Special nutrients formulas provide more than just basic elements, and often
include subtle trace elements that "maximize the genetic potential" of the
plant. These formulas help the plant and its fruit develop to be the best it
can be. In addition, some hydroponic growing systems maximize the oxygen that
reaches the plant's root system, and that is very beneficial to plant growth.

Increasing Resistance of Insect Pests and Plant to Chemical Controls

Insects play essential roles in nature. They aid bacteria and other organisms
in soil formation. Many plants depend on insects for pollination. A few
insects produce important commercial products--honey, silk, wax, dyes and
pigments, for example. However, the United Nations Food and Agriculture
Organization ("UNFAO") estimates that one-third of all cultivated crops are
now lost to insect pests. That percentage is rapidly increasing according to
UNFAO.

Direct damage is done by feeding on leaves, stems, roots or fruit. Indirect
damage occurs when insects transmit bacterial, or more frequently, viral
infections to a crop. For example, in the American Southwest and Mexico, the
white fly is known to transmit a virus that devastates both open field and
protected crops, and for which no effective control is known.

The first large scale use of pesticides in agriculture was in the 1860s.
Massive use of pesticides and insecticides in the U.S. began in the
1940s--only about 60 years ago. Other countries followed our practices or
accepted U.S. aid and our practices. Since the 1950s, pesticide resistant
species have increased dramatically. As of 1997, at least 520 insects and
mites, at least 150 plant diseases and at least 113 weeds have developed
resistance to one or more pesticides

19
<PAGE>

meant to control them. In addition, 17 insect species are resistant to all
major classes of insecticides. Several plant diseases are now immune to most
fungicides used against them.

Growing healthy plants and using biological controls are becoming
increasingly important. CropKing believes that a skilled grower can have a
significant advantage in a hydroponic greenhouse. More important for customer
business, significant segments of the market are willing to seek out and to
pay a premium price for high grade produce that is grown without use of
dangerous pesticides, insecticides and fungicides.

CropKing believes that as these four environmental issues intensify, its
strategy will be to define its hydroponic products and systems as a part of
the solution to these important and overriding worldwide concerns. The
Company's hydroponic products and systems have been designed to offer a lower
risk, higher profit alternative to traditional outdoor agriculture, combining
the advantages of soilless growing techniques with a technically controlled
greenhouse environment for unprecedented control over the quality and
consistency of many high yield crops, including tomatoes, lettuce, peppers,
herbs, strawberries and roses. By providing plants with the right amounts of
nutrients for optimum growth, maintaining the right balance of temperature
and humidity and applying proper biological methods of insect control, the
Company's customers should be able to produce commercial, year-round high
value, specialty, disease and pesticide-free plants and floral crops.

Also, an important part of CropKing's strategy is to stress the significant
environmental and economic advantages of its hydroponic products and systems
over traditional field agriculture.

<PAGE>

Traditional Field Agriculture CropKing's Hydroponic Products and Systems
- ------------------------------ -------------------------------------------

<S> <C>
Picked green and "gassed" to maturity Fresh, vine ripened, harvested at the peak of taste
and appearance

Shipped long distances to market Grown close to market

Seasonal production, when all field growers Grown out of season when demand is highest
have product

Subject to weather-related problems; frost, Controlled environment insures optimum
freeze, flood, drought, wind, rain growing climate

Soil related problems; weeds, insects, disease No soil means no soil problems

Chemical means of insect and disease control Safe, biological means of insect and disease
control

Poor quality--poor consumer acceptance Superior quality--good consumer acceptance

</TABLE>

Hydroponic Products and Systems

Unlike the generic greenhouses and equipment sold by other supplies, CropKing
offers a controlled environment hydroponic products and systems design for
the commercial year round production of high value, specialty, disease and
pesticide-free plant and floral crops. A significant advance over
conventional glass hothouses of the past, the Company's advanced greenhouse
design utilizes energy efficient clear double covers constructed with the
most advanced polymer technology available to keep energy costs to a minimum.
CropKing's proprietary design allows it to withstand high winds and heavy
snow anywhere in the U.S. and still maintain ideal growing conditions inside.

21
<PAGE>

nutrient injection system. CropKing does all the work for its customers on a
turn key basis in sourcing and configuring its hydroponic products and
systems from reputable and dependable suppliers, so that all of the parts to
a system will work in harmony together. Also, the Company's technicians
analyze a customer's water source to develop an appropriate nutrient program.
CropKing's technical staff conducts periodic and subsequent analyses to keep
the customer's nutrients optimized for its target crops.

A standard 30' x 124' free standing configuration of the Company's hydroponic
system includes the following prices:

<TABLE>
<CAPTION>
Price Summary March 1998
Item
No. Description Price
- ----- ------------ -----------
<S> <C> <C>
1-8 Hydroponic Greenhouse Package $14,476.00
9 Tomato Plant Support System 780.00
10 Electrical Panel 990.00
11 Perlite Nutrient Feed System 3,094.00
12 Grower Tech Service Program 1,000.00
13 Testing & Misc. Equipment 573.75
14 Growing Supplies 2,046.80
----------
Total Price of Above Package 22,960.50

</TABLE>

Customers are to allow three to six weeks for shipment of a complete system.
The framework and materials necessary to begin construction may be shipped
sooner if desired. All items are F.O.B. Seville, Ohio, or origin of
manufacture. One-third deposit required with an order, one-third when actual
production of an order begins, and the remaining one-third is due prior to
shipment. Specifications and prices are also subject to change without notice.

Additional standard free standing configurations and the capacity of the
Company's hydroponic systems are as follows:

22
<PAGE>

Bay Dimensions Capacity
- --------------- -------------------
<S> <C>
30' x 124' Freestanding Bay 870 tomato plants
44' x 128' Freestanding 2-Bay 1,440 tomato plants
66' x 128' Freestanding 3-Bay 2,160 tomato plants
88' x 128' Freestanding 4-Bay 2,880 tomato plants

</TABLE>

The prices of turn-key hydroponic systems range from $22,960.50 to $________,
subject to the customer's final custom specifications.

Marketing, Distribution, and Sales

CropKing's marketing, distribution and sales strategy targets commercial and
independent growers, dealers and distributors, mail order customers and
Internet (address: www.cropking.com) customers. At year end July 31, 1997,
commercial and independent growers represented approximately 85 percent of
sales, dealers and distributors represented approximately nine percent of
sales, mail order customers represented approximately five percent of sales
and Internet customers represented approximately one percent of sales.
CropKing believes that its mail order and Internet customers will gain a
larger percentage of its sales in the future due to stronger marketing
efforts by the Company and a general trend in the market towards the
electronic marketplace.

CropKing also uses direct marketing of its hydroponic products, systems and
services, and intends to use a variety of other marketing programs to
stimulate demand for its products, systems and services. These programs are
focused on the target markets mentioned above and are designed to leverage
the Company's mail order list (more than 100,000 current and prospective
customers) and the Internet, and both are powerful marketing vehicles. In
addition,

23
<PAGE>

the Company intends to develop co-marketing programs with strategic corporate
partners designed to take advantage of complementary marketing capabilities,
e.g., agribusiness companies with mail order catalogs and other marketing and
distribution channels for the Company's hydroponic products and systems.

CropKing also markets and distributes its products in the U.S. and abroad in
part by disseminating its products and systems through multiple national and
international distribution channels. The Company has had limited resources to
market and distribute its products and systems. CropKing can make no
assurances as to the future success of its marketing and distribution
strategy. Furthermore, the Company has limited resources to achieve the
distribution of its products and systems and no assurances can be made that
the Company will nor require additional financing, which may not be
available, to achieve such objective. CropKing has designed its marketing and
distribution strategy to address the particular requirements of its
commercial and independent growers, and individual customers. Therefore, the
Company's marketing and distribution efforts consists of a direct sales force
of persons, dealers and distributors, telesales, mail order catalog and the
Internet.

Competition

CropKing's success and ability to compete is dependent in part upon its
proprietary hydroponic products and systems. While the Company intends to
rely on patent, trademark, copyright and proprietary rights to protect its
proprietary hydroponic products and systems, CropKing believes that such
factors as the technological and creative experience and skills of its
personnel, new product developments, frequent product enhancements, name
recognition, and reliable product and system service are more essential to
establishing and maintaining a position in the

24
<PAGE>

marketplace. Despite CropKing's efforts to protect its proprietary rights and
trade secrets, unauthorized parties may attempt to copy aspects of the
Company's hydroponic products and systems to "reverse engineer" CropKing's
proprietary designs, or to obtain and use information that the Company
regards as proprietary. In addition, litigation may be necessary in the
future to enforce the Company's intellectual property rights, to protect the
Company's trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation may result in substantial costs and diversion of
resources and may have a material adverse effect on CropKing's business,
operating results or financial condition.

The market for CropKing's hydroponic products, systems and services is
relatively new, intensely competitive, rapidly evolving and subject to rapid
change. CropKing expects competition to persist, intensify and increase in
the future, from start-up companies to major agribusinesses. Many of the
Company's current and potential competitors have larger operating histories,
greater name recognition, larger installed customer bases and significantly
greater financial, technical and marketing resources than CropKing.
Competition in the hydroponics business will continue to be intense in the
foreseeable future as the environment continues to deteriorate and demand for
crop foods intensifies as the population expands, and there can be no
assurance that the Company will be able to compete successfully against
current or future competitors, or that this significant competition will not
adversely affect CropKing's business, operating results or financial
conditions.

25
<PAGE>

Employees

CropKing has a total of __ employees, all of whom are full time employees. Of
the total number of employees, __ are engaged in the Company's management,
product development, support and services, __ are engaged in marketing and
sales and __ are engaged in administration and finance. The Company's future
success depends in significant part upon the continued service of its key
technical and managerial personnel. Competition for qualified technical
personnel is intense and there can be no assurance that the Company will be
able to retain its key technical and managerial employees or that it will be
able to attract and retain additional qualified technical and managerial
personnel in the future. None of the Company's employees is represented by
labor union. The Company has not experienced any work stoppages and considers
its relations with its employees to be good.

The rapid execution necessary for the Company to fully exploit the market
window for its hydroponic products and systems requires an effective planning
and management process. CropKing's growth has placed, and is expected to
continue to place, a significant strain on the Company's managerial,
operational and financial resources. To manage its growth, the Company must
continue to implement and improve its operational and financial systems and
to expand, train and manage its technical employee base. For example,
CropKing is currently in the process of building its internal product
development and support organization. Although the Company believes that it
has made adequate allowances for the costs and risks associated with this
expansion, there can be no assurance the CropKing's systems, procedures or
controls will be adequate to support the Company's operations or that Company
management will be able to achieve the rapid execution necessary to fully
exploit the market window for CropKing's

26
<PAGE>

products and systems. If the Company is unable to manage growth effectively,
CropKing's business, operating results and financial conditions may be
materially adversely affected.

Facilities

CropKing leases approximately __ square feet for its principal executive
offices located at 5050 Greenwich Road, Seville, Ohio 44273. The property is
owned by Daniel Brentlinger. Based rental for the current premises is
approximately ____ per month. The lease requires the Company to pay certain
property taxes and certain operating expenses. CropKing believes that its
current facilities are suitable and adequate for its current operations.

Financial Statements

CropKing's balance sheets and statements of income for the past five fiscal
years are presented in Schedules A and B on pages 28 and 29. The fiscal 1996
and 1997 financial statements were audited by Grant Thornton LLP. Schedule C,
on page 30, summarizes the information as a percentage of sales. Schedule D,
on page 31, contains selected financial data during the period, including
cash flow, EBIT, EBITDA. Additionally, we present in Schedule E, on page 32,
the five-year weighted averages for net income, cash flow, EBITDA, and EBIT.

27
<PAGE>

SCHEDULE A

CropKing, Inc. Schedule A
Balance Sheet
Years Ended July 31

1997 1996 1995 1994 1993
--------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash................................ $110,920 $61,468 $79,672 $155,334 $42,647
Net Accounts Receivable............. 148,518 80,426 97,480 45,627 50,589
Other Recievables................... 47,344 23,548 56,348 65,369 46,148
Inventories......................... 580,505 450,281 322,579 301,457 291,006
Prepaid Expenses.................... 9,733 15,703 15,748 0 0
Deferred Taxes...................... 11,000 3,000 2,361 0 8,694
--------- --------- ------- ------- -------
TOTAL CURRENT ASSETS................... 908,020 634,426 574,188 567,787 439,084
Land................................ 209,280 209,280 0 0 0
Buildings and Improvements.......... 707,140 707,140 0 0 0
Furniture and Fixtures.............. 134,964 121,465 109,621 108,059 90,938
Leasehold Improvements.............. 135,013 119,099 28,919 28,919 8,704
Machinery and Equipment............. 240,674 205,508 100,178 73,339 42,235
Vehicles............................ 25,758 0 49,308 49,308 49,308
--------- --------- ------- ------- -------
TOTAL FIXED ASSETS..................... 1,452,829 1,362,492 288,026 259,625 191,185
less accumulated depreciation...... 235,682 151,559 179,696 158,161 141,821
--------- --------- ------- ------- -------
NET FIXED ASSETS....................... 1,217,147 1,210,933 108,330 101,464 49,364
Other............................... 1,806 2,306 1,806 1,406 1,706
--------- --------- ------- ------- -------
TOTAL ASSETS........................... 2,126,973 1,847,665 684,324 670,657 490,154

LIABILITIES and EQUITY:
Accounts Payable.................... 172,363 57,353 65,756 97,081 130,031
Note Payable - Shareholder.......... 0 25,000 25,000 25,000 25,000
Current Long-Term Debt.............. 46,295 41,709 18,156 26,511 15,000
Customer Deposits................... 158,299 174,496 118,424 94,852 48,155
Accrued Liabilities................. 117,778 52,231 70,318 91,513 9,418
Accrued Income Taxes................ 71,906 6,715 0 0 0
--------- --------- ------- ------- -------
TOTAL CURRENT LIABILITIES.............. 566,641 357,504 297,654 334,957 227,604
Long-Term Debt...................... 1,070,330 1,117,119 22,500 36,250 51,250
Deferred Income Taxes............... 8,000 11,000 12,465 0 0
--------- --------- ------- ------- -------
TOTAL LONG-TERM LIABILITIES............ 1,078,330 1,128,119 34,965 36,250 51,250
--------- --------- ------- ------- -------
TOTAL LIABILITIES...................... 1,644,971 1,485,623 332,619 371,207 278,854
Common Stock........................ 3,999 3,999 3,999 3,999 3,999
Retained Earnings................... 478,003 358,043 347,706 295,451 207,301
--------- --------- ------- ------- -------
TOTAL EQUITY........................... 482,002 362,042 351,705 299,450 211,300
--------- --------- ------- ------- -------
TOTAL LIABILITIES and EQUITY........... 2,126,973 1,847,665 684,324 670,657 490,154

</TABLE>

Source: Audited Financial Statements (1997 and 1996 only)

28
<PAGE>

SCHEDULE B

CropKing, Inc. Schedule B
Statement of Income
Years Ended July 31

1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
NET SALES $5,032,630 $3,854,336 $2,945,881 $2,609,724 $1,659,913
Materials 2,683,625 2,140,829 1,635,000 1,498,679 918,488
Labor 247,135 191,328 134,461 104,946 64,766
Other 128,036 97,321 91,824 23,209 8,836
---------- ---------- ---------- ---------- ----------
Cost of Goods Sold 3,058,796 2,429,478 1,861,285 1,626,834 992,090
---------- ---------- ---------- ---------- ----------
GROSS INCOME 1,973,834 1,424,858 1,084,596 982,890 667,823
Officers' Salaries 192,310 107,818 161,630 156,200 81,022
Wages - Salesmen 132,805 87,266 78,691 50,693 23,367
Wages - Management 82,865 69,335 45,357 38,609 33,746
Wages - Office 98,043 80,851 62,999 50,078 44,365
Advertising 157,884 141,852 147,992 107,566 97,531
Freight- Out 134,115 78,672 59,126 53,057 45,732
Commissions 87,504 63,069 21,702 14,620 0
Depreciation 84,123 73,543 21,314 16,034 13,516
Taxes 160,718 96,269 51,359 41,504 30,246
Professional Fees 57,776 73,627 42,503 30,000 0
Postage 57,624 46,337 37,555 27,419 18,669
Office Expense 42,223 37,929 35,964 26,849 18,608
Other 422,689 291,959 260,750 257,866 273,657
---------- ---------- ---------- ---------- ----------
Total Operating Expenses 1,710,679 1,248,527 1,026,942 870,495 680,459
---------- ---------- ---------- ---------- ----------
NET OPERATING INCOME 263,155 176,331 57,654 112,395 (12,636)
Interest Income 9,933 845 0 0 202
Interest Expense (119,705) (118,831) (10,787) (15,021) (13,737)
Sale of Assets 0 (35,169) 0 0 0
Other 37,577 16,716 13,536 9,578 6,730
---------- ---------- ---------- ---------- ----------
Total Other Income (Expense) (72,195) (136,439) 2,749 (5,443) (6,805)
---------- ---------- ---------- ---------- ----------
NET INCOME BEFORE TAXES 190,960 39,892 60,403 106,952 (19,441)
Income Taxes 71,000 6,500 8,148 18,802 (4,874)
---------- ---------- ---------- ---------- ----------
NET INCOME 119,960 33,392 52,255 88,150 (14,567)

</TABLE>

Source: Audited Financial Statements (1997 and 1996 only)

29
<PAGE>

CropKing, Inc. Schedule C
Percent of Sales
Years Ended July 31

1997 1996 1995 1994 1993
------ ------ ------ ------ ------

<S> <C> <C> <C> <C> <C>
NET SALES 100.0% 100.0% 100.0% 100.0% 100.0%
Materials 53.3 55.5 55.5 57.4 55.3
Labor 4.9 5.0 4.6 4.0 3.9
Other 2.5 2.5 3.1 0.9 0.5
Cost of Goods Sold 60.8 63.0 63.2 62.3 59.8
GROSS INCOME 39.2 37.0 36.8 37.7 40.2
Officers' Salaries 3.8 2.8 5.5 6.0 4.9
Wages - Salesmen 2.6 2.3 2.7 1.9 1.4
Wages - Management 1.6 1.8 1.5 1.5 2.0
Wages - Office 1.9 2.1 2.1 1.9 2.7
Advertising 3.1 3.7 5.0 4.1 5.9
Freight - Out 2.7 2.0 2.0 2.0 2.8
Commissions 1.7 1.6 0.7 0.6 0.0
Depreciation 1.7 1.9 0.7 0.6 0.8
Taxes 3.2 2.5 1.7 1.6 1.8
Professional Fees 1.1 1.9 1.4 1.1 0.0
Postage 1.1 1.2 1.3 1.1 1.1
Office Expense 0.8 1.0 1.2 1.0 1.1
Other 8.4 7.6 8.9 9.9 16.5
Total Operating Expenses 34.0 32.4 34.9 33.4 41.0
NET OPERATING INCOME 5.2 4.6 2.0 4.3 (0.8)
Interest Income 0.2 0.0 0.0 0.0 0.0
Interest Expense (2.4) (3.1) (0.4) (0.6) (0.8)
Sale of Assets 0.0 (0.9) 0.0 0.0 0.0
Other 0.7 0.4 0.5 0.4 0.4
Total Other Income (Expense) (1.4) (3.5) 0.1 (0.2) (0.4)
NET INCOME BEFORE TAXES 3.8 1.0 2.1 4.1 (1.2)
Income Taxes 1.4 0.2 0.3 0.7 (0.3)
NET INCOME 2.4 0.9 1.8 3.4 (0.9)

</TABLE>

30
<PAGE>

CropKing, Inc. Schedule D
Selected Financial Data
Years Ended July 31

1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------

<S> <C> <C> <C> <C> <C>
NET SALES $5,032,630 $3,854,336 $2,945,881 $2,609,724 $1,659,913
GROSS INCOME 1,973,834 1,424,858 1,084,596 982,890 667,823
NET OPERATING INCOME 263,155 176,331 57,654 112,395 (12,636)
NET INCOME 119,960 33,392 52,255 88,150 (14,567)
CASH FLOW 204,083 106,935 73,569 104,184 (1,051)
EBIT (a) 300,732 157,878 71,190 121,973 (5,906)
EBITDA (a) 384,855 231,421 92,504 138,007 7,610
INTEREST-BEARING DEBT 1,116,625 1,183,828 65,656 87,761 91,250
CAPEX 90,336 184,132 10,389 87,761 91,250

Earnings per share 399.87 111.31 174.18 293.83 (48.56)
Dividends per share 0.00 0.00 0.00 0.00 0.00
Book Value per share 1,606.67 1,206.81 1,172.35 998.17 704.33
Cash Flow per share 680.28 356.45 245.23 347.28 (3.50)
Net Working Capital per share 1,137.93 923.07 921.78 776.10 704.93

Inventory Turnover 5.3 5.4 5.8 5.4 3.4
Current Ratio 1.6 1.8 1.9 1.7 1.9
% Income Tax Rate 37.2 16.3 13.5 17.6 25.1
% Payout Ratio 0.0 0.0 0.0 0.0 0.0
% LT Debt Capitalization 69.1 75.7 9.0 10.8 19.5
% Gross Income/Sales 39.2 37.0 36.8 37.7 40.2
% Operating Income/Sales 5.2 4.6 2.0 4.3 (0.8)
% Net Income/Sales 2.4 0.9 1.8 3.4 (0.9)
% Return on Equity 24.9 9.2 14.9 29.4 (6.9)
% Return on Assets 5.6 1.8 7.6 13.1 (3.0)

</TABLE>

All per share calculations are based on 300 common shares outstanding as of
July 31, 1997.

(a) as presented in Schedule E
EBIT = earnings before interest and taxes
EBITDA = earnings before interest, taxes, depreciation, and amortization

31
<PAGE>

CropKing, Inc. Schedule E
Net Income, Cash Flow, EBIT, and EBITDA
Years Ended July 31

1997 1996 1995 1994 1993
-------- ------- ------- --------- ---------

<S> <C> <C> <C> <C> <C>
Net Income Before Taxes $190,960 $39,892 $60,403 $106,952 ($19,441)
less Income Taxes 71,000 6,500 8,148 18,802 (4,874)
--------------------------------------------------------
Net Income 119,960 33,392 52,255 88,150 (14,567)
plus Depreciation/Amortization 84,123 73,543 21,314 16,034 13,516
--------------------------------------------------------
Cash Flow 204,083 106,935 73,569 104,184 (1,051)
plus Interest Expense 119,705 118,831 10,787 15,021 13,737
less Interest Income (9,933) (845) 0 0 (202)
plus Income Taxes 71,000 6,500 8,148 18,802 (4,874)
--------------------------------------------------------
EBITDA 384,855 231,421 92,504 138,007 7,610
less Depreciation/Amortization (84,123) (73,543) (21,314) (16,034) (13,516)
--------------------------------------------------------
EBIT 300,732 157,878 71,190 121,973 (5,906)

</TABLE>

<TABLE>

<S> <C>
Five-Year Wtd. Avg. Net Income $70,124
Five-Year Wtd. Avg. Cash Flow $125,079
Five-Year Wtd. Avg. EBITDA $227,406
Five-Year Wtd. Avg. EBIT $172,452

</TABLE>

EBIT = earnings before interest and taxes
EBITDA = earnings before interest, taxes, depreciation, and amortization

32
<PAGE>

VALUATION ANALYSIS

Valuation Approach

We value CropKing on a going concern basis by utilizing a discounted cash
flow ("DCF") analysis. In the DCF method, future economic income or cash flow
is projected over several time periods. The income stream is then discounted
to a present value at a rate appropriate for the expected risk. A terminal
value at the end of the projected time period reflecting return of investment
is also discounted to present value and added to the present value of the
discounted income stream.

DCF is the basis for our analysis of CropKing because it permits the Company
to be evaluated on future potential, recognizing capacity constraints and
specific market conditions at the time of the stock transactions.

To provide support to the DCF analysis, we have reviewed publicly traded
companies to locate guideline companies that would provide a reasonable basis
for comparison to the relative investment characteristics of the private
entity being valued. Ideal guideline companies are in the same industry as
the entity being valued. However, because hydroponic systems are a developing
technology, there are not yet any publicly traded companies in the industry.
The guideline company approach to valuation is not available for CropKing
based on its young undeveloped market niche. Companies that produce glass
greenhouse systems do not have the same growth or market profile as a
hydroponic company. Therefore, we based our analysis exclusively on DCF
methodology.

33
<PAGE>

Discounted Cash Flow

The discounted cash flow method estimates fair market value by projecting the
future income stream (cash flow) attributable to the operating business and
discounting that income stream back to present value. We prepare the
discounted cash flow model on a debt free basis, removing interest expense
from future cash flow and reducing the net present values by current debt.
Projected cash flow for CropKing is determined as follows: Adjusted after-tax
operating net income plus depreciation and amortization, minus increases in
net working capital, minus capital expenditures.

The projected cash flow is discounted to present value at a weighted average
cost of capital ("WACC") rate of 15.9%. The DCF analysis is presented in
Exhibit A on the following page. It was prepared based on analysis of
historical trends, actual results based on financial statements through
fiscal 1997, the written business plan prepared in March 1995, and
discussions with management regarding future prospects, trends, and potential.

Sales are computed based on management's forecast growth for fiscal 1998 and
thereafter at an internally sustainable rate of 20% per year. The compound
annual growth rate of sales for CropKing between 1993 and 1997 was 32%.

Cost of Goods Sold is forecast at a constant level based on fiscal 1997
actual. Its gross profit margin was 39.2% in fiscal 1997 (see Schedule C).

34
<PAGE>

Exhibit A

Discounted Cash Flow Summary

CropKing, Inc.

Calculation
- -----------
As of August 1, 1997 1997 1998 1999 2000 2001 2002 Terminal Year
----------- --------- ---------- ---------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Number of Months
(for PV rate purposes) 6 18 30 42 54 60
Number of Months
(for Annualized NCF) 12

Sales $5,032,63 $5,904,177 $7,081,813 $8,494,975 $10,191,000 $12,226,000 $13,447,000
Cost of Goods Sold (3,058,796) (3,542,506) (4,249,088) (5,096,985) (6,110,000 (7,340,000) (8,070,000)
Gross Income 1,973,834 2,361,671 2,832,725 3,397,990 4,081,000 4,886,000 5,377,000
Operating Expenses (1,710,679) (1,977,899) (2,372,407) (2,845,817) (3,413,985) (4,095,710) (4,504,745)
Interest Expense* (119,705) 0 0 0 0 0 0
Other Income and Expense 47,510 25,000 25,000 25,000 25,000 25,000 25,000
Pretax Net Income 190,960 408,772 485,318 577,173 692,015 815,290 897,255
Income Taxes (40% in 1998 & beyond) (71,000) (164,000) (194,000) (231,000) (277,000) (326,000) (359,000)
Net Income 119,960 244,772 291,318 346,173 415,015 489,290 538,255
plus Interest Expense (net of tax) 70,000 0 0 0 0 0 0
Debt Adjusted Net Income* 189,960 244,772 291,318 346,173 415,015 489,290 538,255

Sales Growth 30.6% 17.0% 20.0% 20.0% 20.0% 20.0% 10.0%
Gross Profit Margin 39.2% 40.0% 40.0% 40.0% 40.0% 40.0% 40.0%
Operating Expenses/Sales 34.0% 33.5% 33.5% 33.5% 33.5% 33.5% 33.5%
Net Profit Margin 2.4% 4.1% 4.1% 4.1% 4.1% 4.0% 4.0%
Debt Adjusted Net Proft Margin* 3.8% 4.1% 4.1% 4.1% 4.1% 4.0% 4.0%

plus Depreciation and Amortization 84,123 90,000 95,000 100,000 100,000 100,000 100,000
plus/(less) change in Net Working Capital -- (59,000) (100,000) (100,000) (120,000) (144,000) (86,000)
less Capital Expenditures -- (100,000) (100,000) (100,000) (100,000) (100,000) (100,000)

Net Cash Flow 175,772 186,318 246,173 295,015 345,290 452,255
x Present value factor @ 15.9% 0.9241 0.7890 0.6738 0.5753 0.4913 0.4539

Present Value NCF 162,423 147,013 165,860 169,725 169,624

</TABLE>

Value of Total Operating Equity Terminal Value
- ------------------------------- ----------------
<S> <C> <C> <C>
Sum PV NCF $814,646 Available Cash Flow $452,255
Terminal Value 1,591,464 x terminal multiple 7.7519
---------- ----------
Total Operating Equity Value 2,406,110 3,505,853
less debt (1,116,625) x PV factor 0.4539
plus cash 110,920
---------- ----------
Rounded $1,300,000 = Terminal Value $1,591,464

</TABLE>

* discounted cash flow is calculated on a debt free basis

35
<PAGE>

Operating Expenses are projected to remain at near the fiscal 1997 actual level.
Based on necessary research and development, we project that operating expenses
will remain at 33.5% of sales throughout the period.

Interest expense includes actual amounts for fiscal 1997. Because we are using a
debt free approach, we do not consider future interest expense.

Capital Expenditures ("CAPEX") are estimated at $100,000 per year for the next
five years. Minimal CAPEX are anticipated for the next five years for
enhancements to the current equipment.

Depreciation and Amortization expenses consist of depreciation of the existing
asset base. Depreciation is assumed to rise to $100,000 per year or at the rate
of CAPEX over a five-year period. In the terminal year, depreciation expense is
equal to CAPEX, as we assume that CropKing will invest in capital equipment at a
rate equal to depreciation expense.

Net Working Capital is estimated as a percentage of sales (7%) based on the
approximate fiscal 1997 actual percentage.

The Terminal Multiple utilized in our DCF analysis is the inverted discount rate
reduced by an assumed 3% long-term inflation rate.

The Discount Rate utilized for our analysis was determined by the Capital Asset
Pricing Model approach to the WACC cost of equity and after-tax cost of debt at
the prime rate plus .5%. As

36
<PAGE>

of the date of valuation, the required WACC return is 15.9% as presented below
and based on a capital structure of 75% equity and 25% debt.

WACC-Capital Asset Pricing Model

<S> <C> <C>
Risk Free Rate of Return (20-year Treasury Bond) 6.04

Market Risk Premium (1997 Yearbook - Ibbotson & Associates) 7.50%
Estimated Beta x 1.00 7.50
------
10th Decile Small Stock Risk Premium
(1997 Yearbook - Ibbotson & Associates) 5.80
----
Cost of Equity 19.34%

Interest Rate for Debt (Prime plus 0.5%) 9.00%
less tax savings (3.60)
------
Cost of Debt 5.40%

Rounded WACC (3/4 Equity, 1/4 Debt) 15.9%

</TABLE>

We have used the midyear discounting convention to reflect that cash flows are
received more or less evenly throughout the year, which projects that cash flows
will be received earlier on average than the more common year-end discounting
model. Once the DCF operating value is determined, we add cash and subtract
interest-bearing debt from the operating value, based on amounts outstanding on
the balance sheet as of the close of fiscal 1997.

The DCF analysis suggests that the equity value of CropKing is $1,300,000.

Net Asset Value

The book value of CropKing at the close of fiscal 1997 is $482,002 (see Schedule
A). Current assets, consisting principally of cash, inventories, and net
accounts receivable, comprise approximately 43% of total assets. Fixed assets
totaled $1,217,000 at the close of fiscal 1997

37
<PAGE>

and had been depreciated only 16% from cost. We find no adjustment to the
balance sheet values of assets as reported is warranted.

The Company's liabilities are incurred in normal operations. All other assets
and liabilities are valued as stated on the balance sheet since they are
reported in cash equivalent terms or comprise a modest portion of total assets.
CropKing has no other off balance sheet or contingent obligations of which we
are aware that would have a significant claim against Company assets.

We find that the net asset value factor suggests a fair market value of
$482,002.

Weighting of Valuation Factors

A company's value is comprised of the market's assessment of the three
predominant factors of value. The influence of each factor may vary among
particular companies or for the same company from year to year. On a going
concern basis, earnings normally are given the predominant weight of the three
major factors. This is particularly true in the case of high growth businesses.
Earnings are ultimately the source of all value, reflected in either dividends
paid or in retained earnings which are realized on sale. In determining the
value of CropKing, it is our judgment that a 75% weight should be given to the
DCF factor and a 25% weight to the net asset value factor.

We, therefore, conclude that the fair market value is $1,100,000, as follows:

38
<PAGE>

<TABLE>

<S> <C>
DCF: $1,300,000 times weight of 75% = $975,000
Net Asset Value: 482,002 times weight of 25% = 120,501
----------
1,095,501

Rounded : $1,100,000

</TABLE>

Although the above is cast in mathematical terms, it represents a synthesis of
our judgment as a market assessment of the value of CropKing. To cross-check our
valuation analysis for reasonableness, the following price multiples may be
imputed based on the marketable minority interest value of $1,100,000. The
imputed multiples and ratios are presented below:

Factor Multiple/Ratio
------ --------------
<S> <C>
1997 Earnings 9.2x
Five-Year Wtd. Avg. Earnings 15.7x
1997 Cash Flow 5.4x
Five-Year Wtd. Avg. Cash Flow 8.8x
1997 EBIT 7.0x
Five-Year Wtd. Avg. EBIT 12.2x
1997 EBITDA 5.5x
Five-Year Wtd. Avg. EBITDA 9.3x
1997 Book Value 228.2%

</TABLE>

It is our judgment that the imputed multiples on CropKing's financial
performance are within the reasonable range for a developing business in an
emerging industry. Until the hydroponics develops into a bigger industry,
multiples for early entrants, such as CropKing, will be constrained. This is
consistent with the imputed multiples indicated.

CONCLUSION

As of August 22, 1997, we find the fair market value of CropKing is $1,100,000
or $3,666.67 per share based on 300 shares then outstanding.

39
<PAGE>

GLOSSARY

<TABLE>

<S> <C>
Working Capital: Excess current assets over current liabilities.

Cash Flow: Sum of net income, depreciation, and amortization expense.

Inventory Turnover: Cost of goods sold divided by year-end inventory.

Current Ratio: Current assets divided by current liabilities.

Payout Ratio: Percentage of dividends in relation to current earnings per share.

Long-Term Debt Capitalization: Percentage of long-term indebtedness in relation to total long-term debt and
equity.

Gross Income/Sales: Gross profit margin (margin
remaining after cost of sales is deducted from
gross revenue) as percentage of gross revenue.

Operating Income/Sales: Operating profit margin (margin
remaining after all costs and expenses other
than those of a nonoperating nature, such as
interest and taxes, are deducted from gross
revenue) as percentage of gross revenue.

Net Income/Sales: Net profit margin (margin
remaining after all costs and expenses are
deducted from gross revenue) as percentage of
gross revenue.

Return on Equity: Percentage of net income in relation to total equity.

Return on Assets: Percentage of net income in relation to total assets.

Yield: Percentage of the dividend in relation to market price of the share.

Price/Book Value: Percentage of the market price of a share in relation to its book value.

</TABLE>

40
<PAGE>

Appendix A

RADD L. RIEBE, ASA
BIOGRAPHICAL DATA

Educational Background

B.A. - College of Wooster 1975
J.D. - Case Western Reserve University 1978
M.B.A. - Case Western Reserve University 1983

Positions

Vice President and Director, Key Business Valuation Services, Key
Trust Company of Ohio, N.A. -- engaged in business valuation
since 1981 with more than 1,000 valuation engagements of closely
held firms

Chairman, Non-Marketable Securities Subcommittee of Personal
Trust Security Analysis Committee

(member since 1986)

Member, Personal Trust Real Estate Committee since 1991

Attorney, Office of Counsel, Ameritrust Company -- engaged in
providing legal counsel to Personal Trust Division (1978-1981)

Professional Associations and Memberships

ASA - Senior Member (#4564) in the American Society of Appraisers
since 1988 (tested/accredited in Business Valuation, reaccredited
in 1993)

The ESOP Association
Ohio Chapter-The ESOP Association
National Center for Employee Ownership
Estate Planning Council of Cleveland

Publications and Speaking Engagements

Various CLE speaking engagements on valuation issues for closely
held business interests - Cleveland, Columbus, Fort Myers,
Indianapolis, Naples, Tampa, and Toledo

Valuation Panelist

- 1993 ABA Private Banking Symposium for Senior Management

- Northeast Ohio Employee Ownership Center ESOP Administration
Forum: Repurchase Liability - 1993

- 3rd Annual IRS-Cleveland State University Conference on Federal
Wealth Transfer Taxation - 1992

- Northeast Ohio Employee Ownership Center Annual Conference -
1992

Instructor, "Valuation of Closely Held Businesses" Ohio Bankers
Association Trust School - 1988 and 1989

Testimony

In court expert witness testimony involving contested business
valuation issues

41
<PAGE>

Appendix A

BRIAN D. BORNINO, CPA, CMA
BIOGRAPHICAL DATA

Educational Background

Bachelor of Business Administration, Summa Cum Laude - Accounting
& Finance Ohio University 1995

Positions

Business Valuation Services, Key Trust Company of Ohio, N.A.
Valuation Officer (1996 - present)
Responsible for the valuation of closely-held businesses.

Lynch, Anselmo, Ott & Company, Certified Public Accountants
Staff Accountant (1995-1996)

Responsible for business valuations, financial statement review
and compilation, small business consulting, qualified retirement
plan administration, and corporate and individual tax planning
and compliance.

The Limited Express, World Headquarters
College Internship (Summer, 1994)
Responsible for financial analysis and reporting.

Professional Accreditation

CPA - Certified Public Accountant (member #35,089)
CMA - Certified Management Accountant (member #19,153)

Professional Associations and Memberships

American Institute of Certified Public Accountants
Ohio Society of Certified Public Accountants
- Litigation Support Committee
Institute of Management Accountants
The ESOP Association
Ohio Chapter - The ESOP Association

42
<PAGE>

Appendix B

INDEPENDENCE OF APPRAISERS

Neither Key Trust Company of Ohio nor the individuals involved with this
appraisal have any present or contemplated future interest in the subject
property or any other interest which might tend to prevent making a fair and
unbiased appraisal.

CONTINGENT AND LIMITING CONDITIONS

This appraisal is subject to the following contingent and limiting conditions:

1. Information, estimates, and opinions contained in this report
are obtained from sources considered reliable; however, no
liability for such sources is assumed by the appraiser.

2. Client company and its representatives warranted to appraiser
that the information supplied to appraiser was complete and
accurate to the best of the client's knowledge; and that any
reports, analysis, or other documents prepared for it by
appraiser will be used only in compliance with all applicable
laws and regulations.

3. Possession of this report, or a copy thereof, does not carry
with it the right of publication of all or a part of it, nor
may it be used for any purpose by any but the client without
the previous written consent of the appraiser or the client,
and in any event only with proper attribution.

4. Appraiser is not required to give testimony in court, or be in
attendance during any hearings or depositions, with reference
to the company being appraised, unless previous arrangements
have been made. The appraiser is committed to supporting the
appraisal report provided compensation arrangements for such
additional services are made.

5. The various estimates of value presented in this report apply
to this appraisal only, and may not be used out of the context
presented herein.

<PAGE>

Exhibit 10.2

LEASE

This indenture of Lease made and entered into at Medina, Ohio, this 14th day
of August, in the year Nineteen Hundred and Ninety-Five, by and between Dan
Brentlinger, dba Seville Properties, its successors and assigns, hereinafter
called "Lessor", and CropKing Inc., 5050 Greenwich Rd., Seville, OH, 44273,
an Ohio corporation, its successors and assigns, hereinafter called "Lessee".

WITNESSETH:

That the Lessor does grant unto the said Lessee a lease for the premises
situated in the Village of Seville, County of Medina and State of Ohio, and
known and described as per "Exhibit A" attached hereto and made a part
hereof, upon the terms and conditions stated herein.

1. Use - Said leased premises to be used and occupied for office, warehouse,
and light manufacturing, and for all uses incidental thereto.

2. Term - To have and to hold unto the Lessee for the term of five years,
commencing on August 15, 1995, and ending on August 14, 2000, upon the
covenants and agreements herein set forth, with the right to exercise three
consecutive five year options.

3. Rental - Lessee hereby covenants and agrees to pay to the Lessor as rent
for said premises during said term the sum of Six Hundred thousand dollars,
($600,000.00), payable to Lessor or Lessor's agent at 9635 Daniels Rd.,
Seville, OH, 44273, in monthly installments of Ten thousand dollars,
($10,000.00) each month in advance upon the fifteenth day of each calendar
month during said term.

4. Occupancy - Lessee acknowledges that it accepts the building in its
present condition and is satisfied with the construction and use thereof.

5. A. Lessee's Repairs and Maintenance - Lessee shall at all times, at its
sole expense keep and maintain the leased premises in a neat and clean
fashion. Lessee, at its sole expense, shall keep and maintain the interior of
the premises, all exterior signs and fixtures appertaining to Lessee, and all
doors and windows, in good condition and repair and shall be responsible and
pay for all interior painting whenever reasonably necessary at Lessor's
request. Lessee, at its sole expense shall keep, maintain, and repair in good
condition, the heating, ventilating, air conditioning units, lighting,
plumbing, gas, electrical, hot water, within and about the leased premises,
provided however that despite such proper maintenance and repair, should the
heating or hot water systems need total replacement, Lessor, at its sole
expense, shall pay and be responsible for such replacement. Lessee shall
perform no altering, remodeling, or painting of the premises without Lessor's
prior written consent.

<PAGE>

B. Lessor's Repairs and Maintenance - Lessor, at its sole expense shall
keep and maintain in good condition and repair the structure and exterior of
the premises and all supply pipes and wires for gas, electricity and water
leading to the premises and drainage pipes leading therefrom. Anything herein
to the contrary notwithstanding, Lessee shall be solely responsible to make
and pay for any repairs or replacements occasioned by the acts or omissions
of Lessee, its employees, agents, guests, or invitees, whether negligent,
intentional, or otherwise. Lessee shall pay and be responsible for any and
all lawn and landscape maintenance. Lessee shall pay for the snow and ice
removal from driveways and parking lots.

6. Improvements or Changes - Lessee agrees to maintain and repair the leased
premises and further agrees to make no structural change or alterations in
the premises or the improvements thereof without first obtaining Lessor's
written consent and any permission given by the Lessor to make structural
changes or alterations shall be on condition that the work shall be at
Lessee's expense, unless otherwise agreed in writing and shall be in
accordance with the Building Code of the County of Medina and shall be such
as not to weaken any structure or building.

7. Insurance - Lessee further agrees to purchase and maintain an insurance
policy for general liability in the amounts of Three hundred / Five Hundred
Thousand dollars for the mutual benefit of Lessee and Lessor, said Lessor to
be a named insured in said policy, with the provision that a duplicate copy
of such insurance, endorsements and records of payments thereon shall be
furnished to Lessor and the further provision contained therein that Lessor
shall be expressly notified in writing of any default of Lessee in payment of
said premium and any anticipated cancellation of said insurance.

8. Removal of Improvements - Lessee agrees that all alterations, additions
and improvements including installation of partitions and trade fixtures, put
it at the expense of the Lessee, shall be the property of the Lessor and may
not be removed at the expiration of this sub-lease by the Lessee without
written permission.

9. Mechanic's Lien - In the event Lessee erects any alterations or
improvements to the premises as hereinabove provided, Lessee hereby agrees to
and does indemnify Lessor against any Mechanic's Lien that may be filed
against the within demised premises for labor and/or material furnished, and
in the event any such lien is filed, Lessee will immediately pay the same and
cause it to be satisfied and discharged of record.

10. Careful Use - Lessee will use and occupy said premises and appurtenances
in a careful, safe and proper manner and will at Lessee's expense comply with
the directions of proper public officials as to use, repair and maintenance
thereof and Lessee will not allow said premises to be used for any other
purpose other than that herein expressly specified. Lessee will not engage in
or allow the use of Hazardous or Dangerous materials to occupy the premises.

11. Waste - Lessee shall not commit or suffer any waste or damage to the
building or improvements on the demised premises.

<PAGE>

12. Sublease - Lessee expressly agrees that it will not sublet said leased
premises, nor allow said leased premises to be occupied in whole or in part
by any other person, group, or corporation, during the term of this lease,
without written consent of Lessor.

13. Unlawful Use - Lessee will not use or permit said premises to be used for
any unlawful purpose or in any way that will injure the reputation of Lessor
or of the building of which they are a part, or disturb the neighborhood.

14. Signs - Lessee agrees to use existing signs without any modification
without any prior written permission of the Lessor. Any additional signs must
be approved in writing by Lessor, which signage shall conform to all State,
County, Township, and local ordinances.

15. Alterations of Premises - Lessor shall have the right to make such
additions, alterations and improvements in and to the building containing the
demised premises as it seems necessary or desirable provided, however, that
in construction such additions, alterations, or improvements, Lessor does not
unreasonably interfere with the operation of Lessee's business.

16. Subordination - Lessor reserves the right to subject and subordinate this
lease to the lien of any mortgage now or hereafter placed upon Lessor's
interest in the premises, provided however, that the holder of any such
mortgage shall enter into a written agreement with Lessee recognizing
Lessee's rights under this lease and that as long as Lessee shall faithfully
discharge the obligations of this lease said rights shall continue in full
force and effect and shall not be terminated or disturbed. Lessee agrees to
execute and deliver upon demand such instrument or instruments subordinating
this lease to the liens of any such mortgage as shall be desired by Lessor.

17. Transfer of Lessee's Interest - Lessor will not permit any transfer of
Lessee's interest in said premises by assignment, transfer by operation of
law or by any other means, without Lessor's written consent, and lessee
covenants and agrees not to assign or transfer its interest in said premises.
Any such consent granted by Lessor to Lessee permitting Lessee to assign or
transfer its interest shall be upon the condition that Lessee remain
primarily liable for the performance of all the terms, conditions and
covenants of this lease after such assignment or transfer.

18. Utilities - Lessee shall pay when due all bills for water, gas, sewer,
electricity, telephone, rubbish collection, and any and all other utilities
used on or about the leased premises during the entire term of the lease.

19. Utility Fees Advanced - In the event Lessee is unable to pay or refuses
to pay for utilities rightfully charged to Lessee, Lessor may advance such
payments and such other payments so as to make up any default on Lessee's
part to fulfill Lessee's covenants herein and charge such payments as
additional rent which shall be due and payable with the next installment of
rent due under the terms of this lease.

<PAGE>

20. Indemnity for Negligence - Lessee agrees to defend, indemnify and save
Lessor harmless from all loss, damage, cost and expense by reason of injury
or death to any person or personal property on or about the demised premises,
which injury results from any act or omission of Lessee, its agents,
employees, guests, licensees, or invitees. Lessee further agrees as
hereinbefore set forth to carry general liability insurance covering its use
of said premises in the amount of Three Hundred/Five Hundred Thousand dollars.

21. End of Term - Lessee agrees to deliver up and surrender to the Lessor
possession of the premises hereby leased upon the expiration of this lease or
its termination in any way and deliver the keys at the office of Lessor or
Lessor's agent.

22. Inspection - Lessor shall have free access to the premises at all
reasonable times for the purpose of examining the same or to make any
alterations or repairs to the building that Lessor may deem necessary for
its safety or preservation, and also during the last ninety days of the term
of this lease for the purpose of exhibiting said premises and putting up the
usual notice "To Rent" or "For Sale" signs or notices, which notices or signs
shall not be removed, obliterated, or hidden by Lessee.

23. Default - If Lessee shall at any time be in default in the payment of
rent herein reserved or in the performance of any of the covenants, terms,
conditions, or provisions of this Lease, or if Lessee shall be adjudged a
bankrupt or shall make an assignment for the benefit of creditors, or if a
receiver of any property of Lessee in or upon the Premises be appointed in
any action, suit or proceeding by or against Lessee and not removed within
forty-five (45) days after appointment, or if the interest of Lessee in the
Premises shall be sold under the execution of other legal process, or upon
the default by Lessee under, or any other termination of any other lease,
license, or contract between Lessor and Lessee, Lessor may, by notice to
Lessee, terminate this lease, in which event Lessee shall remain liable for
all amounts due and payable under the terms and provisions of this lease, or
without terminating this Lease, re-enter the Premises by summary proceedings
or otherwise and in either event, may dispossess Lessee. In the event of such
re-entry, Lessor shall make reasonable effort to relet the Premises and apply
the rent therefrom first to the payment of Lessor's expenses incurred by
reason of Lessee's default and the expenses of reletting and then to the
payment of rent and all other sums due from Lessee hereunder, lessee
remaining liable for any deficiency.

24. Rent - Every demand for rent due wherever and whenever made shall have
the same effect as if made at the time it falls due and at the place of
payment or on the premises; and after the service of any notice or
commencement of any suit, or final judgment therein, Lessor may receive and
collect any rent due, and such collection or receipt shall not operate as a
waiver of nor affect such notice, suit or judgment. Any notice or summons to
be served by or on behalf of Lessor upon Lessee under this Lease or in
connection with any proceeding or action growing out of this Lease or the
tenancy arising therefrom, may be sufficiently served by leaving such notice
or summons addressed to Lessee upon the said demised Premises.

<PAGE>

25. Destruction of Premises -

A. It is mutually agreed between the parties hereto that if the said premises
shall without fault or neglect on Lessee's part be destroyed or so injured by
the elements or other cause as to be unfit for occupancy and such destruction
or injury could be reasonably repaired within thirty (30) days from the
happening of such destruction or injury, then the Lessee shall not be
entitled to surrender possession of said premises nor shall Lessee's liability
to pay rent under this lease cease, without the mutual consent of the
parties; but in case of any such destruction or injury the Lessor shall
repair the same with all reasonable speed and shall complete such repairs
within thirty (30) days from the happening of such injury; and if during such
repairs the Lessee shall thereby be deprived of the occupancy of any portion
of said premises, a proportionate allowance shall be made to Lessee from the
rent, corresponding to the time during which and to the premises of which
Lessee shall be so deprived on account of making of said repairs.

B. However, if such repairs cannot be completed within thirty (30) days,
Lessor or Lessee may elect to terminate this Lease and Lessee shall not be
liable for rent for the leased premises from and after the time of surrender
of said premises.

26. Eminent Domain - In the event that the premises or any part thereof shall
at any time after the execution of this Lease be taken for public or quasi
public use in condemnation proceedings or by exercise of any right of eminent
domain, or if following the adoption of any resolution, ordinance or other
law expressing an intent by any public authority to appropriate or authorize
the acquisition of the whole or any part of the premises, Lessor and such
public authority shall agree upon a purchase of the subject premises by the
public authority (all such proceedings being collectively referred to herein
as a "taking"), the Lessee shall not be entitled to claim, or have paid to
the Lessee any compensation or damages whatsoever for or on account of any
loss, injury, damage, or taking of any right, interest or estate of the
Lessee and Lessee hereby relinquishes to Lessor any rights to any such
damages but the Lessor shall be entitled to claim and have paid to it for the
use and benefit of the Lessor all compensation and/or damages for and/or on
account of and/or arising out of such taking and/or condemnation without
deduction from the amount thereof for or on account of any right, title,
interest or estate of the Lessee in or to said property. In case of any such
taking referred to in this Article then if and when there is taking of the
building on the premises or any part thereof which prevents Lessee from
conducting its business as it had been conducted prior to such taking, then
either the Lessor or the Lessee may cancel and terminate this Lease as to the
whole of the premises by giving notice to the other party within thirty (30)
days after such taking of such intention to terminate. If this Lease is not
terminated as above provided for following any said takings, then the Lessor
shall repair the premises at its sole expense.

<PAGE>

27. Peaceable Enjoyment - And the Lessor hereby covenants and agrees that if
the Lessee shall perform all the covenants and agreements herein stipulated
to be performed on Lessee's part, the Lessee shall at all times during said
term have the peaceable and quiet enjoyment and possession of said premises
without any manner of let or hindrance from Lessor or any person or persons
lawfully claiming said premises.

28. Severability - If any term or provision of this lease or the application
thereof to any person or corporation and circumstance shall to any extent be
invalid or unenforceable, the remainder of this Lease or the application of
such term or provision to persons, corporation, and circumstances other than
those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and shall
be enforceable to the fullest extent of the law.

29. Waiver of Subrogation - Lessor and Lessee hereby waive all rights of
recovery and causes of action which either has or may have or which may
arise hereafter against the other whether caused by negligence, intentional
misconduct, or otherwise, for any damage to premises, property, or business
caused by any perils covered by fire or extended coverage, buildings,
contents or business interruption insurance, or for which either party may be
reimbursed as a result of insurance coverage affecting any loss suffered by
it; provided however, that the foregoing waiver shall apply only to the
extent of any recovery made by the parties hereto under any policy of
insurance now or hereafter issued, and further provided that the foregoing
waivers do not invalidate any policy of insurance of the parties hereto, now
or hereafter in issue, it being stipulated by the parties hereto that the
waiver shall not apply in any case in which the application thereof would
result in the invalidation of any such policy of insurance.

30. Short Form Lease - This Lease shall not be recorded but a short form
lease describing the property herein demised giving the term of this lease
and referring to this lease may be recorded by either party.

31. Parties - The terms, conditions and provisions of this lease shall inure
to and be binding upon the Lessor and Lessee, and unless specifically
excluded, their respective successors and assigns.

32. Security Deposit - A security deposit shall be required equal to one
month's rent, or $10,000, which amount shall draw no interest.

<PAGE>

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease the day and
year above written.

SIGNED AND ACKNOWLEDGED:

IN THE PRESENCE OF:

LESSOR:

Seville Properties, by
Daniel J. Brentlinger

/s/Daniel J. Brentlinger Witness /s/ Vivian Lash
- ---------------------------------- ---------------------------------

LESSEE:

CropKing Inc., by
Daniel J. Brentlinger, President

/s/Daniel J. Brentlinger Witness /s/ Vivian Lash
- ---------------------------------- ---------------------------------

<PAGE>

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease the day and
year above written.

SIGNED AND ACKNOWLEDGED:

IN THE PRESENCE OF: LESSOR:

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease the day and
year above written.

SIGNED AND ACKNOWLEDGED:

IN THE PRESENCE OF:

LESSOR:

CropKing Inc., by
Daniel J. Brentlinger, President

/s/Daniel J. Brentlinger Witness /s/Illegible
- ---------------------------------- ---------------------------------

LESSEE:

Hydroponic Produce Company, Inc., by
Daniel J. Brentlinger, President

/s/Daniel J. Brentlinger Witness /s/ Illegible
- ---------------------------------- ---------------------------------

<PAGE>
Exhibit 10.3

LEASE

This indenture of Lease made and entered into at Medina, Ohio, this 14 day of
Aug., in the year Nineteen Hundred and Ninety-Five, by and between CropKing
Inc., an Ohio Corporation, its successors and assigns, hereinafter called
"Lessor", and Hydroponic Produce Company its successors and assigns,
hereinafter called "Lessee".

WITNESSETH:

That the Lessor does grant unto the said Lessee a sub-lease for space located
at CropKing Inc., 5050 Greenwich Road, Seville, OH, situated in the Village
of Seville, County of Medina and State of Ohio, and known and described as
per "Exhibit A" attached hereto and made a part hereof, upon the terms and
conditions stated herein. All rights and obligations hereby crested are
subject to and limited by Lessee's rights under the certain Lease for the
premises between Dan Brentlinger, dba Seville Properties, as Lessor, and
CropKing Inc., as Lessee.

1. Use - Said leased space to be used for wholesale produce distribution and
for all uses incidental thereto.

3. Rental - Lessee hereby covenants and agrees to pay to the Lessor as rent
for said premises during said term the sum of One hundred fifty thousand
dollars, ($150,000,000), payable to Lessor or Lessor's agent at 9635 Daniels
Rd., Seville, OH, 44273, or to any other designated address, in monthly
installments of Two thousand five hundred dollars, ($2,500.00), each month in
advance upon the first day of each calendar month during said term.

4. Occupancy - Lessee acknowledges that it accepts the greenhouse in its
present condition and is satisfied with the construction and use thereof with
the agreed upon improvements completed.

5. A. Lessee's Repairs and Maintenance - Lessee shall at all times, at its
sole expense keep and maintain the leased premises in a neat and clean
fashion. Lessee, at its sole expense, shall keep and maintain the interior
of the premises, all exterior signs and fixtures appertaining to Lessee, and
all doors and windows, in good condition and repair and shall be responsible
and pay for all interior painting whenever reasonably necessary at Lessor's
request. Lessee, at its sole expense shall keep, maintain, and repair in good
condition, the heating, ventilating, air conditioning units, coolers,
lighting plumbing, gas, electrical, hot water, within and about the leased
premises, provided however that despite such proper maintenance and repair,
should the heating or hot water systems need total replacement, Lessor, at
its sole expense, shall pay and be responsible for such replacement. Lessee
shall perform no altering, remodeling, or painting of the premises without
Lessor's prior written consent.

<PAGE>

B. Lessor's Repairs and Maintenance - Lessor, at its sole expense shall keep
and maintain in good condition and repair the structure and exterior of the
premises and all supply pipes and wires for gas, electricity and water
leading to the premises and drainage pipes leading therefrom. Anything herein
to the contrary notwithstanding, Lessee shall be solely responsible to make
and pay for any repairs or replacements occasioned by the acts or omissions
of Lessee, its employees, agents, guests, or invitees, whether negligent,
intentional, or otherwise. Lessee shall pay and be responsible for any and
all lawn and landscape maintenance. Lessee shall pay for the snow and ice
removal from driveways and parking lots.

6. Improvements or Changes - Lessee agrees to maintain and repair the leased
premises and further agrees to make no structural change or alternations in
the premises or the improvements thereof without first obtaining Lessor's
written consent and any permission given by the Lessor to make structural
changes or alterations shall be on condition that the work shall be at
Lessee's expense, unless otherwise agreed in writing and shall be in
accordance with the Building Code of the County of Medina and shall be such
as not to weaken any structure or building.

7. Removal or Improvements - Lessee agrees that all alterations, additions
and improvements including installation of partitions and trade fixtures, put
it at the expense of the Lessee, shall be the property of the Lessor and may
not be removed at the expiration of this sub-lease by the Lessee without
written permission.

8. Mechanic's Lien - In the event Lessee erects any alterations or
improvements to the premises as hereinabove provided, Lessee hereby agrees to
and does indemnify Lessor against any Mechanic's Lien that may be filed
against the within demised premises for labor and/or material furnished, and
in the event any such lien is filed, Lessee will immediately pay the same and
cause it to be satisfied and discharged of record.

9. Careful Use - Lessee will use and occupy said premises and appurtenances
in a careful, safe and proper manner and will at Lessee's expense comply with
the directions of proper public officials as to use, repair and maintenance
thereof and Lessee will not allow said premises to be used for any other
purpose other than that herein expressly specified. Lessee will not engage in
or allow the use of Hazardous or Dangerous materials to occupy the premises.

10. Waste - Lessee shall not commit or suffer any waste or damage to the
building or improvements on the demised premises.

11. Sublease - Lessee expressly agrees that it will not sublet said leased
premises, no allow said leased premises to be occupied in whole or in part by
any other person, group, or corporation, during the term of this lease.

12. Unlawful Use - Lessee will not use or permit said premises to be used for
any unlawful purpose or in any way that will injure the reputation of Lessor
or of the building of which they are a part, or disturb the neighborhood.

<PAGE>

13. Signs - Lessee agrees to use existing signs without any modification
without prior written permission of the Lessor. Any additional signs must be
approved in writing by Lessor, which signage shall conform to all State,
County, Township, and local ordinances.

14. Alterations of Premises - Lessor shall have the right to make such
additions, alterations and improvements in and to the building containing the
demised premises as it seems necessary or desirable provided, however, that
in construction such additions, alterations, or improvements, Lessor does not
unreasonably interfere with the operation of Lessee's business.

15. Subordination - Lessor reserves the right to subject and subordinate
this lease to the lien of any mortgage now or hereafter placed upon Lessor's
interest in the premises, provided however, that the holder of any such
mortgage shall enter into a written agreement with Lessee recognizing
Lessee's rights under this lease and that as long as Lessee shall faithfully
discharge the obligations of this lease said rights shall continue in full
force and effect and shall not be terminated or disturbed. Lessee agrees to
execute and deliver upon demand such instrument or instruments subordinating
this lease to the liens of any such mortgage as shall be desired by Lessor.

16. Transfer of Lessee's Interest - Lessor will not permit any transfer of
Lessee's interest in said premises by assignment, transfer by operation of
law or by any other means, without Lessor's written consent, and lessee
covenants and agrees not to assign or transfer its interest in said premises.
Any such consent granted by Lessor to Lessee permitting Lessee to assign or
transfer its interest shall be upon the condition that Lessee remain
primarily liable for the performance of all the terms, conditions and
covenants of this lease after such assignment or transfer.

17. Utilities - Lessee shall pay when due all bills for water, gas, sewer,
electricity, telephone, rubbish collection, and any and all other utilities
used on or about the leased premises during the entire term of the lease.

18. Utility Fees Advanced - In the event Lessee is unable to pay or refuses
to pay for utilities rightfully charged to Lessee, Lessor may advance such
payments and such other payments so as to make up any default on Lessee's
part to fulfill Lessee's covenants herein and charge such payments as
additional rent which shall be due and payable with the next installment of
rent due under the terms of this lease.

19. Indemnity for Negligence - Lessee agrees to defend, indemnify and save
Lessor harmless from all loss, damage, cost and expense by reason of injury
or death to any person or personal property on or about the demised premises,
which injury results from any act or omission of Lessee, its agents,
employees, guests, licensees, or invitees. Lessee further agrees as
hereinbefore set forth to carry general liability insurance covering its use
of said premises in the amount of Three Hundred/Five Hundred Thousand dollars.

<PAGE>

20. End of Term - Lessee agrees to deliver up and surrender to the Lessor
possession of the premises hereby leased upon the expiration of this lease or
its termination in any way and deliver the keys at the office of Lessor or
Lessor's agent.

21. Inspection - Lessor shall have free access to the premises at all
reasonable times for the purpose of examining the same or to make any
alterations or repairs to the building that Lessor may deem necessary for its
safety or preservation, and also during the last ninety days of the term of
this lease for the purpose of exhibiting said premises and putting up the
usual notice "To Rent" or "For Sale" signs or notices, which notices or
signs shall not be removed, obliterated, or hidden by Lessee.

22. Default - If Lessee shall at any time be in default in the payment of
rent herein reserved or in the performance of any of the covenants, terms,
conditions, or provisions of this Lease, or if Lessee shall be adjudged a
bankrupt or shall make an assignment for the benefit of creditors, or if a
receiver of any property of Lessee in or upon the Premises be appointed in
any action, suit or proceeding by or against Lessee and not removed within
forty-five (45) days after appointment, or if the interest of Lessee in the
Premises shall be sold under the execution of other legal process, or upon
the default by Lessee under, or any other termination of any other lease,
license, or contract between Lessor and Lessee, Lessor may, by notice to
Lessee, terminate this lease, in which event Lessee shall remain liable for
all amounts due and payable under the terms and provisions of this lease, or
without terminating this Lease, re-enter the Premises by summary proceedings
or otherwise and in either event, may dispossess Lessee. In the event of such
re-entry, Lessor shall make reasonable effort to relet the Premises and apply
the rent therefrom first to the payment of Lessor's expenses incurred by
reason of Lessee's default and the expenses of reletting and then to the
payment of rent and all other sums due from Lessee hereunder, lessee
remaining liable for any deficiency.

23. Rent - Every demand for rent due wherever and whenever made shall have
the same effect as if made at the time it falls due and at the place of
payment or on the premises; and after the service of any notice or
commencement of any suit, or final judgment therein, Lessor may receive and
collect any rent due, and such collection or receipt shall not operate as a
waiver of nor affect such notice, suit or judgment. Any notice or summons to
be served by or on behalf of Lessor upon Lessee under this Lease or in
connection with any proceeding or action growing out of this Lease or the
tenancy arising therefrom, may be sufficiently served by leaving such notice
or summons addressed to Lessee upon the said demised Premises.

24. Destruction of Premises -

A. It is mutually agreed between the parties thereto that if the said
premises shall without fault or neglect on Lessee's part be destroyed or so
injured by the elements or other cause as to be unfit for occupancy and such
destruction or injury could be reasonably repaired within thirty (30) days
from the happening of such destruction or

<PAGE>

injury, then the Lessee shall not be entitled to surrender possession of said
premises nor shall Lessee's liability to pay rent under this lease cease,
without the mutual consent of the parties; but in case of any such
destruction or injury the Lessor shall repair the same with all reasonable
speed and shall complete such repairs within thirty (30) days from the
happening of such injury; and if during such repairs the Lessee shall thereby
be deprived of the occupancy of any portion of said premises, a proportionate
allowance shall be made to Lessee from the rent, corresponding to the time
during which and to the premises of which Lessee shall be so deprived on
account of making of said repairs.

25. Eminent Domain - In the event that the premises or any part thereof
shall at any time after the execution of this Lease be taken for public or
quasi public use in condemnation proceedings or by exercise of any right of
eminent domain, or if following the adoption of any resolution, ordinance or
other law expressing an intent by any public authority to appropriate or
authorize the acquisition of the whole or any part of the premises, Lessor
and such public authority shall agree upon a purchase of the subject premises
by the public authority (all such proceedings being collectively referred to
herein as a "taking"), the Lessee shall not be entitled to claim, or have
paid to the Lessee any compensation or damages whatsoever for or on account
of any loss, injury, damage, or taking of any right, interest or estate of the
Lessee and Lessee hereby relinquishes to Lessor any rights to any such
damages but the Lessor shall be entitled to claim and have paid to it for the
use and benefit of the Lessor all compensation and/or damages for and/or on
account of and/or arising out of such taking and/or condemnation without
deduction from the amount thereof for or on account of any right, title,
interest or estate of the Lessee in or to said property. In case of any such
taking referred to in this Article then if and when there is taking of the
building on the premises or any part thereof which prevents Lessee from
conducting its business as it had been conducted prior to such taking, then
either the Lessor or the Lessee may cancel and terminate this Lease as to the
whole of the premises by giving notice to the other party within thirty
(30) days after such taking of such intention to terminate. If this Lease is
not terminated as above provided for following any said takings, then the
Lessor shall repair the premises at its sole expense.

26. Peaceable Enjoyment - And the Lessor hereby covenants and agrees that if
the Lessee shall perform all the covenants and agreements herein stipulated
to be performed on Lessee's part, the Lessee shall at all times during said
term have the peaceable and quiet enjoyment and possession of said premises
without any manner of let or hindrance from Lessor or any person or persons
lawfully claiming said premises.
<PAGE>

27. Severability - If any term or provision of this lease or the application
thereof to any person or corporation and circumstance shall to any extent be
invalid or unenforceable, the remainder of this Lease or the application of
such term or provision to persons, corporation, and circumstances other than
those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and shall
be enforceable to the fullest extent of the law.

38. Waiver of Subrogation - Lessor and Lessee hereby waive all rights of
recovery and causes of action which either has or may have or which may arise
hereafter against the other whether caused by negligence, intentional
misconduct, or otherwise, for any damage to premises, property, or business
caused by any perils covered by fire or extended coverage, buildings,
contents or business interruption insurance, or for which either party may be
reimbursed as a result of insurance coverage affecting any loss suffered by
it; provided however, that the foregoing waiver shall apply only to the
extent of any recovery made by the parties hereto under any policy of
insurance now or hereafter issued, and further provided that the foregoing
waivers do not invalidate any policy of insurance of the parties hereto, now
or hereafter in issue, it being stipulated by the parties hereto that the
waiver shall not apply in any case in which the application thereof would
result in the invalidation of any such policy of insurance.

29. Short Form Lease - This Lease shall not be recorded but a short form
lease describing the property herein demised giving the term of this lease
and referring to this lease may be recorded by either party.

30. Parties - The terms, conditions and provisions of this lease shall inure
to and be binding upon the Lessor and Lessee, and unless specifically
excluded, their respective successors and assigns.

31. Security Deposit - A security deposit shall be required equal to one
month's rent, or $2,500, which amount shall draw no interest.

<PAGE>

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease the day and
year above written.

SIGNED AND ACKNOWLEDGED:

IN THE PRESENCE OF: LESSOR:

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease the day and
year above written.

SIGNED AND ACKNOWLEDGED:

IN THE PRESENCE OF:

LESSOR:

CropKing Inc., by
Daniel J. Brentlinger, President

/s/ Daniel J. Brentlinger Witness [illegible]
- --------------------------------- --------------------------------

LESSEE:

Hydroponic Produce Company, Inc., by
Daniel J. Brentlinger, President

/s/ Daniel J. Brentlinger Witness [illegible]
- --------------------------------- --------------------------------