AVIATION INDUSTRIES CORP, S-4, 1998-11-24

AVIATION INDUSTRIES CORP
S-4, 1998-11-24
TRANSPORTATION SERVICES

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As filed with the Securities and Exchange Commission on
November 24, 1998.

Registration No.

FORM S-4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AVIATION INDUSTRIES CORP.
(Name of small business issuer in its charter)

888 E. Las Olas Blvd., Suite 700, Ft. Lauderdale, FL 33301 (954)
938-2500
(Address and telephone number of Registrant's principal executive
offices and principal place of business)

Mark S. Vincent, Esq., Sonnenblick, Parker & Selvers, P.C., 4400
Route 9 South, Freehold, NJ 07728, (732) 431-1234
(Name, address, and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration
securities to (1) offering aggregate fee
be registered price per offering
unit (12) price
Common shares 11,994,018 $1.00 $11,994,018 $3,538.24
</TABLE>

(1) This Registration Statement relates to the securities of the
Registrant to be issued to the shareholders of Integrated
Marketing Professionals, Inc. ("IMP"), pursuant to an Agreement
and plan of Merger dated August 3, 1998. This Registration
Statement covers such additional indeterminate number of shares
of Common Stock as may be issued by reason of adjustments
pursuant to the Merger Agreement. Because those additional shares
will be issued for no additional consideration, no additional
registration fee is required.

(2) Estimated solely for purposes of calculating the
registration fee.

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 of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

AVIATION INDUSTRIES CORP.

CROSS REFERENCE SHEET
(Showing Location in the Prospectus/Proxy of Information
Required by Items 1 through 19, Part I, of Form S-4)

Item in Form S-4 Prospectus/Proxy Caption
<TABLE>
<S> <C> <C>
1. Front of Registration Statement Facing Page of Registration
and Outside Front Cover of Statement; Outside Front Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Front Cover Page of
Cover Pages of Prospectus Prospectus; Outside Back Page of
Prospectus
3. Summary Information and Risk Prospectus Summary; Risk Factors
Factors
4. Terms of Transaction Prospectus Summary - The Merger;
The Transaction; Tax
Consequences
5. Pro Forma Financial Information Pro Forma Financial Information
6. Material Contacts with Company Management; Certain Transaction
Being Acquired
7. Reoffering by Persons deemed Shares Eligible for Future Sale
Underwriters
8. Interest of Named Experts and Experts; Legal Matters
Counsel
9. Disclosure of Commission Indemnification of Directors and
Position on Indemnification for Officers
Securities Act Liabilities
14. A. Description of Business AIC - Business
B. Description of Property Properties
C. Legal Proceedings Legal Proceedings
17. Information regarding IMP The Companies; Certain
Transactions IMP - Business
18. Information if Proxies, Consents Proxy Information
or Authorizations are to be
Solicited
</TABLE>

SUBJECT TO COMPLETION, DATED November 24, 1998

PROSPECTUS/PROXY STATEMENT
AVIATION INDUSTRIES CORP.
A Nevada Corporation

This Prospectus/Proxy relates to the proposed merger between
Aviation Industries Corp. ("AIC") with Integrated Marketing
Professionals, Inc., ("IMP"), pursuant to an Agreement and Plan
of Merger dated August 3, 1998.

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK
VALUE OF THE COMMON STOCK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE
"DILUTION" and "RISK FACTORS."

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/PROXY. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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/proxy 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.

Prior to this registration, there has been no public market for
the shares of Common Stock other than trading on the "Over-the
Counter Bulletin Board". See "RISK FACTORS" and "DESCRIPTION OF
SECURITIES".

AIC intends to apply for inclusion of the Common Stock on the
National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), or listing on the American Stock Exchange
("AMEX"), although there can be no assurances that an active
trading market will develop even if the securities are accepted
for quotation or listing. Additionally, even if the Company's
securities are accepted for quotation or listing and active
trading develops, AIC is still required to maintain certain
minimum criteria, of which there can be no assurance (See "RISK
FACTORS").

The date of this Prospectus/Proxy Statement is ________ ___,
1998.

AVAILABLE INFORMATION

AIC filed a Form 10SB with the Securities and Exchange Commission
(the "Commission") on September 2, 1998, and is subject to the
reporting requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and in accordance therewith will
file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").

Reports and other information filed by AIC can be inspected and
copied at the public reference facilities maintained at the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Company has filed with the Commission a registration
statement on Form S-4 (herein together with all amendments and
exhibits referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act") of which this
Prospectus forms a part. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain
parts of which have been omitted in accordance with the rules and
regulations of the Commission. For further information reference
is made to the Registration Statement.

AIC's Form 10SB is hereby incorporated herein by reference. This
includes the following Exhibits:
<TABLE>
<S> <C>
2. Agreement of Merger
3.1 Articles of Incorporation - AIC
3.2 By-Laws - AIC
3.3 Articles of Incorporation - IMP
3.4 By-Laws - IMP
4.1 Description of IMP Series A Convertible
Preferred Stock
4.2 Description of IMP Series B Preferred Stock
4.3 Option Agreement - William Forhan
4.4 Option Agreement - James Muldowney
4.5 Warrant Agreement
10.1 Employment Agreement - William Forhan
10.2 Employment Agreement - James Muldowney
13. 1997 Annual Report to IMP Shareholders
99.1 Press Release - Business Travel
99.2 Press Release - Magnolia Tours
99.3 Press Release - IMP Merger
99.4 Press Release - Aviation Board
99.5 Press Release - Cruising in Style
</TABLE>

AIC will provide copies of its Form 10SB and any exhibit upon
request made to AIC's offices, as identified herein.

ITEM 3. PROSPECTUS/PROXY SUMMARY AND RISK FACTORS

The following summary is qualified in its entirety by reference
to the more detailed information and the financial statements,
including the notes thereto, appearing elsewhere in this
Prospectus/Proxy. Each prospective investor is urged to read this
Prospectus/Proxy in its entirety.

THE COMPANIES

Aviation Industries Corporation ("AIC") was organized under the
laws of the State of Nevada on January 26, 1988, under the name
"Nevada Commercial Management, Inc." On September 24, 1997, the
Company changed its name to "Aviation Industries Corporation."
Also in September, 1997, the management team which preceded
immediately the present management team (discussed below)
purchased the majority of all shares held by a former control
group, in consideration for $300,000.

Integrated Marketing Professionals, Inc. ("IMP") was incorporated
under the laws of the State of Michigan on January 14, 1994, in
October, 1995, the Company reincorporated in Nevada. In May,
1996, IMP purchased the outstanding capital stock of DAV-JEN,
Inc., d/b/a Casino Airlink in a transaction treated as a purchase
for accounting purposes. The purchase price consisted of
$1,345,000 in cash plus 1,700,000 shares of IMP's Class B
preferred stock (valued at $.50 per share), and a $1,360,000 bond
payment, for a total of $3,555,000. On October 31, 1996, IMP's
name was changed to Casino Airlink. In December, 1996, IMP
purchased the outstanding capital stock of Reser Corp., in a
transaction treated as a purchaser for accounting purposes the
purchase price was $390,000, which included 156,000 shares of
common stock. IMP guaranteed that the stock would be worth no
less than $1.25 per share as of January 3, 1999.

IMP is a holding company acquiring travel-related companies. IMP
operates through two wholly-owned subsidiaries, ReSer
Corporation, and Casino Airlink (CAI). CAI is a wholesale travel
company that is currently the exclusive provider of packaged
casino vacations from Atlanta, GA, St. Petersburg, FL, Orlando,
FL, Ft. Lauderdale, FL, and Palm Beach, FL to Biloxi on the
Mississippi Gulf Coast. CAI provides non-stop, roundtrip jet
service, destination airport transfers, ground handling, two-
three night deluxe hotel accommodations, nightly buffet meals,
and access to twenty-four hour Las Vegas style gaming and
entertainment. A 3-night package sells from $169 to $269 per
passenger from Ft. Lauderdale. CAI delivered more than 85,000
passengers to the Mississippi Gulf Coast area via their chartered
and scheduled air service in 1997 and intends to specialize in
offering casino vacations to other gaming destinations, including
Tunica, MS and Las Vegas, NV in 1999. These new routes require
government approval, a process that requires application 30 days
in advance. The application has not been filed yet.

Aviation Industries has not had significant operations during the
last few years, other than the recent acquisitions of Magnolia
Tours and Travel, Business Travel, and Cruising in Style, Inc.,
which will be organized as its new subsidiaries in its travel-
related business.

AIC's and IMP's executive offices are located at 888 E. Las Olas
Blvd., Suite 700, Fort Lauderdale, Florida 33301; and its
telephone number is (954) 938-2500.

THE MERGER - SUMMARY

AIC has entered into a Definitive Agreement and Plan of Merger
with IMP. At some time after the effective date of this
Registration Statement, IMP is to be merged with CAL Acquisition
Corp., a wholly-owned subsidiary of AIC formed as a Nevada
Corporation. IMP will be the surviving corporation of that
merger. AIC will then change its name to Integrated Marketing
Professionals, Inc. The Merger requires AIC to issue $11,994,018
in shares of common stock, .001 par value, to the existing
shareholders of IMP. Assuming a price of $1.00 par share, this
would require the issuance of 11,994,018 shares.

The Shareholders of AIC and IMP will vote on this merger at a
special meeting to be held ________________, 1998.

Securities Outstanding

Prior to the Offering: Common Stock 10,058,236 Shares

Subsequent to the Offering: Common Stock 22,052,501
Shares

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND SHOULD
BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT IN THE COMPANY. EACH PROSPECTIVE INVESTOR SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, AS WELL AS ALL
OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS.

Dependence Upon Management. The Company is substantially
dependent upon the personal efforts and ability of its President,
Chief Executive Officer and Director, William Forhan and James
Muldowney. The loss or inability of Mr. Forhan or Mr. Muldowney
to perform his duties may have a serious adverse effect upon the
Company's activities and could significantly delay the
achievements of the Company's goals. (See "MANAGEMENT").

Requirement of Audited Financial Information for Businesses That
May Be Acquired. The Company is subject to the periodic reporting
requirements of the Exchange Act. Current reports will be
required each time a reportable event occurs relating to the
affairs of the Company. Should the Company contemplate the
acquisition of a significant amount of assets of another company
or of the other company itself, it will be required to provide
the Securities and Exchange Commission with certified financial
statements of the company or companies to be acquired. No
assurances can be given that such certified financial statements
of a contemplated acquisition will be available to the Company.
The Company may, therefore, be precluded from making such
acquisition or acquisitions if the requisite financial
information is unavailable or can only be obtained at excessive
cost to the Company.

No Assurance of NASD or American Stock Exchange Listing. Prior to
this Offering, no public trading market existed for the Common
Stock of AIC, other than on the "Over the Counter Bulletin Board"
("OTC"). There can be no assurances that a public trading market
for the Units or Common Stock will develop or that a public
trading market, if developed, will be sustained. Although the
Company anticipates that the will be eligible for inclusion on
the National Association of Securities Dealers Automated
Quotation System Small-Cap Market ("NASDAQ") or American Stock
Exchange ("AMEX"), no assurance can be given that the Company's
securities will be listed on NASDAQ or AMEX as of the Effective
Date. Consequently, there can be no assurance that a regular
trading market, other than existing OTC trading, for the
Company's securities, will develop after the completion of the
Merger. If a trading market does in fact develop for the
securities offered hereby, there can be no assurance that it will
be maintained. If for any reason such securities are not listed
on NASDAQ or AMEX, the listing is not maintained, or a public
trading market does not develop, holders of such securities may
have difficulty in selling their securities should they desire to
do so.

Dilution. Upon completion of the Merger and without giving effect
to the exercise of any options, the net tangible book value per
share of AIC's Common Stock will be $3.560 Million, representing
an immediate dilution of approximately $3.320 Million in net
tangible book value, or 48%.

No Dividends. The Company has paid no dividends on its Common
Stock since its inception and does not intend to pay dividends on
its Common Stock in the foreseeable future. Any earnings which
the Company may realize in the foreseeable future will be
retained to finance the growth of the Company (See "DESCRIPTION
OF SECURITIES").

Loss of Control of Company by Present Shareholders After
Offering. After completion of the merger, the present
shareholders of the Company will own 44% of the shares then
outstanding. Accordingly, as a practical matter, the present
shareholders will no longer be in a position to elect all of the
directors of the Company and control its policies. (See
"DILUTION," and "PRINCIPAL SHAREHOLDERS").

Shares Available for Resale. The 11,994,018 shares of the
Company's Common Stock may be deemed "restricted securities" and,
in the future, may be sold in compliance with Rule 144 adopted
under the Securities Act, as amended. Possible or actual sales of
the Company's Common Stock by present shareholders under Rule 144
may have a depressive effect on the price of the Company's Common
Stock in any market which may develop (See "DILUTION" and
"CERTAIN TRANSACTIONS").

ITEM 4. TERMS OF TRANSACTION

THE SPECIAL MEETING

A special meeting of the shareholders of AIC and IMP will be held
at the executive offices of AIC and IMP at 888 E. Las Olas Blvd.,
Suite 700, Fort Lauderdale, Florida 33301 on ____________, 1998
at ______, Eastern Standard Time.

At the special meeting, holders of AIC/IMP shares will consider
and vote upon (i) a proposal to adopt the Agreement and Plan of
Merger attached as Schedule A to this Prospectus/Proxy (the
"Merger Agreement") providing for the merger of IMP into CAL
Acquisition Corp., a subsidiary of AIC, with IMP surviving and
becoming a wholly owned subsidiary of AIC, and the issuance to
IMP shareholders of common shares of AIC for each share of IMP in
connection therewith, and (ii) any other matters that may
properly come before the special meeting.

The record date for the special meeting is ________, 1998 (the
"Record Date").

The affirmative vote of the holders of a majority of the
outstanding shares of AIC and IMP Common Stock entitled to vote
thereon is required to adopt the Merger Agreement.

All shares of AIC and IMP Common Stock represented at the special
meeting by properly executed proxies received prior to or at the
special meeting, and not revoked, will be voted in accordance
with the instructions indicated on such proxies. If no
instructions are indicated, such proxies will be voted for the
adoption of the Merger Agreement.

Any proxy given may be revoked by the person giving it at any
time, without affecting any vote previously taken, by (i) giving
notice to the Secretary of IMP in writing or in open meeting or
(ii) duly executing a later dated proxy relating to the same
shares and delivering it to the Secretary of IMP before the
taking of the vote at the special meeting. Any written notice of
revocation or subsequent proxy should be sent and delivered to
AIC or IMP as the case may be, 888 E. Las Olas Blvd., Suite 700,
Fort Lauderdale, Florida, Attention: Secretary, or hand delivered
to the Corporate Secretary at or before the taking of the vote at
the special meeting.

THE TRANSACTION

IMP is to be merged with CAL Acquisition Corp. ("CAL"), a wholly-
owned subsidiary of the Company to be formed as a Nevada
Corporation. IMP will be the surviving corporation of that merger
and a subsidiary of AIC. AIC will then change its name to
Integrated Marketing Professionals, Inc. In accordance with the
Merger Agreement, on August 3, 1998, the officers and directors
of AIC resigned, with the exception of Mr. Kaloustian, and were
replaced by the officers and directors of IMP, who will remain as
officers and directors of the new company.

On the effective date of the Merger, each of 15,645,590
outstanding shares of IMP common stock, each of the 1,000,000
outstanding shares of IMP Series A preferred stock, and each of
the 1,700,000 outstanding shares of IMP preferred stock, shall be
exchanged for shares of AIC common stock having a value equal to
$11,994,018. The number of AIC shares for which the outstanding
common and preferred stock of IMP is to be exchanged shall be
determined by dividing 11,994,018 by the average closing price of
AIC common stock over the ten trading days commencing five
trading days prior to the effective date of the merger.

On the effective date of the merger, each share of CAL common
stock shall be exchanged for and converted into one share of IMP
common stock.

In addition, (i) the 2,000,000 options granted to William Forhan
to purchase 2,000,000 shares of IMP common stock at an exercise
price of $.30 per share shall be exchanged for options to
purchase 2,000,000 shares of AIC common stock at an exercise
price of $1.80 per share, (ii) the 400,00 options granted to
James Muldowney to purchase 400,000 shares of IMP common stock at
an exercise price of $.20 per share shall be exchanged for
options to purchase 400,000 shares of AIC common stock at an
exercise price of $1.20 per share, and (iii) the 150,000 options
granted to each member of IMP's Board of Directors to purchase an
aggregate of 750,000 shares of IMP common stock at an exercise
price of $.28 per share shall be exchanged for options to
purchase an aggregate of 750,000 shares of AIC common stock at an
exercise price of $1.68 per share.

Moreover, the 643,333 five year warrants granted to Joseph
Charles & Associates, Inc. ("JCA") to purchase 643,333 shares of
IMP common stock at an exercise price of $.35 per share, shall be
exchanged for five year warrants to purchase the quantity of
shares of AIC common stock JCA would have received in the merger
had the warrants been exercised prior to the merger, at an
exercise price of $2.10 per share.

TAX CONSEQUENCES

The merger contemplated by this Agreement is intended to qualify
as a tax-free reorganization, as contemplated by Section 368(A)
of the Internal Revenue Code of 1986, as amended. AIC intends to
obtain new auditors, from whom an opinion as to tax consequences
will be obtained.

ITEM 5. PRO-FORMA FINANCIAL INFORMATION

AVIATION INDUSTRIES CORP. / INTEGRATED MARKETING PROFESSIONALS,
INC.
UNAUDITED, PRO-FORMA, CONSOLIDATED BALANCE SHEET

<TABLE>

<S> <C>

September 30,
1998
ASSETS
CURRENT ASSETS:
Cash $839,432.84
Accounts Receivable - Trade 18,377.27
Other Receivables 52,004.36
Commissions Receivable 79,273.70
Accounts Receivable - ARC 20,561.58
Accounts Receivable - Non ARC 7,266.23
Prepaid Expenses 259,770.39
Due From AVIA 304,591.75
Due From ESC 41,356.68
TOTAL CURRENT ASSETS $1,622,634.80
PROPERTY & EQUIPMENT
Furniture and Fixtures 239,487.15
Office Equipment 609,234.20
Computer Equipment 118,700.74
Motor Vehicles 1,505,112.85
Leasehold Improvements 5,300.00
Accumulated Depreciation (735,513.70)
TOTAL PROPERTY & EQUIPMENT 1,742,321.24
OTHER ASSETS;
Goodwill 2,873,365.15
Organization Costs 409.48
Security Deposits 19,450.00
Non-Compete Agreements 637,414.00
Client Lists 825,000.00
Accumulated Amortization (975,509.19)
Bond, Commercial Bank 2,610,000.00
Investment in Kiwi Holdings 2,500,000.00
Investment in CITA Americas, Inc. 2,200,000.00
Trademark 100,000.00
Deposits 17,461.81
TOTAL ASSETS $14,172,547.20

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES;
Accounts Payable - Trade $597,172.79
Capitalized Leases - Current 2,068.89
Payroll Taxes Payable 3,657.99
Unearned Revenue 886,594.97
Due to IMPI 304,591.75
Interest Payable 5,450.00
Current Portion of Notes Payable 608,052.36
Other Liabilities 57,001.02
Officer Bonus Payable 53,000.00
FET Payable - 1998 39,713.84
Commissions Payable 30,000.00
Refunds Payable 55,000.00
Due to Shareholder 54,982.15
TOTAL CURRENT LIABILITIES $2,697,285.76
LONG TERM DEBT
Notes Payable 1,642,425.62
Capitalized Leases - Long Term 1,978.21
TOTAL LONG TERM LIABILITIES 1,644,403.83
STOCKHOLDERS' EQUITY;
Common stock 1,574,184.00
Preferred Stock A 100,000.00
Preferred Stock B 170,000.00
Paid In Capital 8,135,200.64
Retained Earnings -1,116,996.37
Current Year Net Income/Loss 968,469.43
TOTAL STOCKHOLDERS' EQUITY $9,830,857.70
TOTAL LIABILITIES AND STOCKHOLDERS' $14,172,547.20
EQUITY
</TABLE>

AVIATION INDUSTRIES CORP. / INTEGRATED MARKETING PROFESSIONALS,
INC.
UNAUDITED, PRO-FORMA, CONSOLIDATED BALANCE SHEET

<TABLE>

Three Months Nine Months
Ended September Ended September
30, 1998 30, 1998
INCOME:
Revenue $4,731,937 $14,185,730
Cost of Sales 3,200,844 9,022,059
Gross Profit 1,531,093 5,163,671
OPERATING EXPENSES
Payroll 789,418 2,167,619
Commission 35,629 107,706
Benefits 29,076 81,492
Other Operating Expenses 688,352 1,795,828
Earnings Before Interest, Taxes, and (11,382) 1,011,025
Depreciation
Depreciation 142,286 367,069
Gain on Sale of Assets (24,339) (24,339)
Gain - Southwest Environmental (325,000) (325,000)
Interest Income (2,860) (6,220)
Interest Expense 8,102 31,050
NET INCOME 190,429 968,465
</TABLE>

ITEM 6. MATERIAL CONTACTS WITH COMPANY BEING ACQUIRED

Pursuant to the Agreement and Plan of Merger with IMP, the
outstanding common and preferred stock of IMP shall be exchanged
for shares of the Company's common stock valued at $11,994,018,
as of the valuation date provided for in the Agreement. In
addition, options held by William Forhan, James Muldowney, and
members of the Board of Directors of IMP to acquire shares of IMP
common stock shall be converted to options to acquire shares of
the Company's common stock. Also warrants granted to Joseph
Charles & Associates, Inc. to acquire shares of IMP shall be
exchanged for warrants to acquire the Company's stock.

Sections 2.14 and 3.14 of the Agreement and Plan of Merger
require management of AIC and IMP to disclose, on attached
schedules 2.14 and 3.14, any and all conflicts of interest they
may have. No such conflicts were reported.

The Agreement and Plan of Merger also provide that at closing,
existing shareholders Chateau Vegas, Inc., Diran Kaloustian, and
Professional Athletic Service, Inc. (the "Granting Entities")
shall convey 1,500,000 shares of restricted common stock of AIC
to William Forhan; 500,000 shares of restricted common stock
shall be conveyed to James Muldowney. William Forhan will receive
proxies to vote 2,500,000 shares of common stock from the
Granting Entities for a period not to exceed thirty-six (36)
months after the consummation of the merger. The Granting
Entities listed here differ from those named in the Agreement and
Plan of Merger. The Granting Entities listed here are the
beneficial holders, or are controlled by the same individual
owners, of the shares listed in the Agreement and Plan of Merger.

ITEM 7. REOFFERING BY PERSONS DEEMED UNDERWRITERS

Upon the consummation of this Merger, AIC will have 21,369,018
shares of Common Stock outstanding (not including options). Of
these shares, the 11,994,018 shares issued in the Merger will be
freely tradeable without restriction or further registration
under the Securities Act of 1933, as amended, except for any
shares purchased by an "affiliate" of the Company (in general, a
person who has a control relationship with the Company) which
will be subject to the limitations of Rule 144 adopted under the
Act. The shares issued by AIC in acquiring Business Travel, Inc.
and Cruising in Style are deemed to be "restricted securities,"
as that term is defined under Rule 144 promulgated under the
Securities Act in that such shares were issued and sold by the
Company in private transactions not involving a public offering.
Similarly, the 2,000,000 shares to be issued to William Forhan
and James Muldowney upon consummation of the merger may be deemed
restricted.

ITEM 8. INTEREST OF NAMED EXPERTS AND COUNSEL

AIC has been represented in connection with the Merger by,
Sonnenblick, Parker & Selvers, P.C., 4400 Route 9 South,
Freehold, NJ 07728. This does not include the tax consequences of
this transaction.

Certain of the financial statements of AIC included in this
Prospectus and elsewhere in the Registration Statement, to the
extent and for the periods indicated in their reports, have been
audited by Kurt D. Saliger, C.P.A., independent certified public
accountants, whose reports thereon appear elsewhere herein and in
the Registration Statement.

ITEM 9. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

The bylaws of AIC do not provide for the indemnification of any
director, officer, employee or agent of the issuer, or any person
serving in such capacity for any other entity or enterprise at
the request of the issuer against any and all legal expenses
(including attorneys fees), claims and liabilities arising out of
any action, suit or proceeding, except an action by or in the
right of the issuer. The bylaws of IMP do provide for such
indemnification, and management intends that the bylaws of the
surviving post-merger entity shall provide for indemnification of
officers and directors to the extent permitted by Nevada law.

Nevada law provides liberal indemnification of officers and
directors of Nevada corporations. Section 78.7502 of the Nevada
Revised Statutes permits a corporation to indemnify any officer,
director, employee, or agent, who is, was, or is threatened to be
made a party to any action, whether civil, criminal,
administrative, or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was
an officer, director, employee, or agent, if he acted in good
faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, in the
case of a criminal action, he had no reasonable cause to believe
that his conduct was unlawful. In the case in which a director,
officer, employee, or agent of a corporation has been successful
on the merits or otherwise in defense of such action, the
corporation must indemnify him for expenses, including attorneys'
fees, actually and reasonably incurred by him.

Insofar as indemnification for liabilities arising under the
federal securities laws may be permitted to directors and
controlling persons of the issuer, the issuer has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
law and is, therefor, unenforceable. In the event a demand for
indemnification is made, the issuer 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 law and will be governed by the final
adjudication of such issue.

ITEM 14. INFORMATION WITH RESPECT TO REGISTRANT

AIC - BUSINESS

All of the revenue from AIC and IMP is derived from the travel
and tourism industry.

AIC has not had significant operations during the last few years,
other than the recent transactions discussed below.

In October 1997, the Company acquired from General Investment
Bank (Formerly Commercial Bank Help) a lien of $1,750,000 in Kiwi
International Airlines, Inc., which had just recently terminated
its Chapter 11 Bankruptcy proceedings and been acquired by a new
control group.

The second transaction in which AIC was involved is the
advancement of Debtor-in-Possession ("DIP") financing to Sun Jet,
a commercial air carrier which had filed for reorganization
pursuant to Chapter 11 of the U.S. Bankruptcy Code. AIC provided
$200,000 in DIP financing, which was repaid in May, 1988. Sun
Jet's Certificate of Operation recently expired, and the Company
does not anticipate any further investment in or dealings with
Sun Jet.

In February, 1998, AIC acquired CITA Americas, Inc., CITA
operates clinics associated with health care facilities to treat
chemical dependencies, utilizing ultra rapid opiate
detoxification and structured aftercare reintegration treatment.
CITA was acquired for $1,875,000 in restricted common stock. AIC
sold CITA to Southwestern Environmental Corp. in August, 1998 in
exchange for $2,200,000 worth of Class A preferred stock. The
preferred stock is convertible into an equal dollar amount of
Southwestern's common stock at any time after one year.

AIC recently made three major acquisitions. On or about July 30,
1998, the Company acquired Magnolia Tours and Transportation
("Magnolia"), a Biloxi, MS company that provides motor coach
transportation services, including airport transfers for visitors
traveling to and from Gulf Coast Casinos and Hotels, shuttle
services, and local area tours, for $150,000 in cash and
assumption of debts. This acquisition was funded by a loan to AIC
by IMP. On or about August 3, 1998, AIC acquired Business Travel,
a Norcross, GA based corporate travel agency with annual sales of
approximately $25,000,000, in exchange for $300,000 in cash and
596,027 shares of restricted common stock. AIC borrowed $300,000
from Syscotek, LTD., for this acquisition.

The Company has replaced four out of Magnolia's fleet of five
motor coaches with four brand new 54 passenger coaches offering
state-of-the-art audio/visual equipment, first class passenger
amenities, and will offer vacationers optional trips to places
such as New Orleans, allowing the Company to capitalize further
on the continued growth of the Gulf Coast market.

Business Travel, a corporate travel agency with over 400
corporate accounts and annual sales of approximately $25,000,000,
fits perfectly with the overall marketing mix of the new company,
especially with the Reser subsidiary. This provides the Company
with opportunities to market packaged casino vacation offered by
the Company to more than 20,000 people employed by Business
Travel's corporate clients.

On or about September 9, 1998, AIC acquired Cruising in Style,
Inc., of Durham, North Carolina, the business of which is the
selling of cruises to individuals and groups, for a total
consideration of $150,000, half of which was paid in cash, and
the balance by the issuance of 87,209 shares of restricted common
stock.

DILUTION

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

At June 30, 1998, the Company had outstanding an aggregate of
9,375,000 shares of Common Stock having an aggregate net tangible
book value of $6,880,000 or $0.73 per share. After giving effect
to the 11,994,018 shares to be issued in connection with the
Merger, the pro forma net tangible book value of the Common Stock
would be $3,560,000 or approximately $.17 per share. This
represents an immediate decrease in pro forma net tangible book
value of $.56 per share.

Additionally, the Company may, in the future, issue shares of its
Common Stock for whatever business purposes the Company deems
valid. Such issuances of shares of Common Stock, including shares
issuable pursuant to the Company's stock option plan, may result
in a further dilution of the interest of the Company's
shareholders as well as the percentage of ownership of purchasers
of Units in this Offering.

CAPITALIZATION

The following table sets forth the capitalization of AIC as of
September 30, 1998 and as adjusted to give effect to the
securities currently issued and outstanding, and the issuance of
securities in connection with the Merger. For a description of
the Common Stock see "DESCRIPTION OF SECURITIES."

<TABLE>

Actual As
Adjusted
Short Term Debt $0 $2,086,131

Shareholders' Equity: $10,058 $22,053
Common Stock, $.001 par value;
50,000,000 shares authorized;
10,058,236 shares issued
and outstanding;
22,052,501 shares issued
as adjusted

Paid in Capital $6,878,125 $7,944,241
Retained Earnings $0 ($964,137)
Total Shareholders' $6,888,183 $7,002,157
Equity
Total Capitalization $6,888,183 $9,088,288
</TABLE>

SELECTED FINANCIAL INFORMATION

The following summary financial information has been summarized
from the Company's Financial Statements included elsewhere in
this Prospectus/Proxy. The information should be read in
conjunction with the Financial Statements and the related Notes
thereto. See "FINANCIAL STATEMENTS".

AVIATION INDUSTRIES CORP.
(A DEVELOPMENT STAGE COMPANY)
YEAR ENDED DECEMBER 31

<TABLE>

March 31, 1997 1996 1995
1998(1)

SUMMARY OF OPERATING $0 $0 $0 $0
REVENUES
General, selling and $13,046 $8,050 $0 $0
administrative expenses
NET PROFIT ($13,046) ($8,050) $0 $0
Net profit per common share ($0.00) ($.00) $.00 $.00
Summary balance sheet data
Total assets $7,879,231 $6,004,310 $0 $0

</TABLE>

(1) June 30, 1998, total assets were $6,879,231 due to repayment
of a long term note of $1,000,000 in April, 1998.

Aviation has had no operations generating revenues, the balance
sheet of March 31, 1998 is audited and reflects the status of its
assets, and was changed at June 30, 1998 to reflect a decrease in
total assets to $6,879,231. There are no trends that will affect
the liquidity of its business. The assets are not expected to
change in the near future, as they represent long-term
investments.

AIC recently changed its auditors. This is not due to a dispute
or disagreement with the previous auditor. Instead, the change
was made because Mr. Friedman specializes in auditing "Blank
Check" companies. As a result of the acquisition of IMP, the
Company is no longer a blank-check company, and, therefore,
retained a new auditor, Kurt Saliger, who was more willing to
undertake such an audit.

MANAGEMENT

On August 4, 1998, all members of the Board of Directors of the
Company, except for Mr. Diran Kaloustian, resigned, as agreed
upon in the Merger Agreement, and the Board was reconstituted to
consist of Mr. Kaloustian and the members of the Board of
Directors of IMP.

<TABLE>

Name / Title / Age Start of Term on AIC Start of Term on IMP
Address Board Board

William Forhan 53 August 3, 1998 January 4, 1994
President/CEO/Director
1800 S. Ocean Blvd., #510
Pompano Beach, FL 33062

James Muldowney 55 August 3, 1998 January 15, 1998
Secretary/Treasurer/Director
16456 Reddington Dr.
Reddington Beach, FL 33708

Diran M. Kaloustian 63 September 30, 1997 N/A
Director
4605 S. Ocean Blvd.
Highland, FL 33487

Tim Schad 48 September 15, 1998 September 15, 1998
5151 W. River Drive
Comstock Park, MI 49321

Derek Lewin 59 August 3, 1998 May 15, 1998
Director
1800 S. Ocean Blvd., #312
Pompano Beach, FL 33062

Steven York 48 August 3, 1998 May 15, 1998
Director
4141 W. Walton Blvd.
Waterford, MI 48329
</TABLE>

William G. Forhan

Mr. Forhan has built businesses and developed management teams
during his twenty years in the sales incentive industry. He has
developed an in-depth understanding of the marketing structure of
many different industries, which has led to marketing plans
designed to increase and motivate sales participation for clients
in diverse fields.

Mr. Forhan left his position as District Sales Manager for Avis
Rent-A-Car, and founded three companies in the mid 1970s;
Motivation Travel, Inc., Motivation Advertising, Inc., and
Motivation Planners, Inc., a sales incentive company. Mr. Forhan
was the President of Meeting Planners from 1975 to 1983. In 1984,
he sold the companies to American Express, and was named
President of American Express Group & Incentive Services. He
retired from that position in 1986. From 1989 to 1993 he served
as President of Motivation Travel. Since 1994 he has served as
the CEO of Integrated Marketing Professionals, Inc.

Mr. Forhan graduated from Michigan State University in 1967 with
a BA in Business.

James M. Muldowney

Mr. Muldowney is a general manager with P&L experience gained
during his career of more than 25 years in the international and
domestic travel industry. He possesses hands-on knowledge of
operations and finance, and was instrumental in the acquisitions
of several corporate travel businesses, totaling $850,000,000 in
sales with 1,500 employees.

Mr. Muldowney spent 23 years with American Express Travel Related
Services, starting in 1970 as an auditor and moving up to Senior
Vice President in charge of Wholesale Travel and Airline
Relations, where he managed a staff of 600 and an annual
passenger volume in excess of 500,000.

Most recently, Mr. Muldowney was President of Club America, Inc.
(1993-1994), a travel wholesaler, and the owner and President of
the ReSer Corporation, a full service reservations and
telemarketing company (1994-1996). Since 1996, Mr. Muldowney has
served as Vice President of IMP and President of Casino Airlink.
Mr. Muldowney graduated from Seton Hall University in 1967 with a
BS in Economics and Accounting.

Diran M. Kaloustian

Education: Graduate of Duke University and New York University
Graduate School Of Business and New York University Law School.

Employment: Mr. Kaloustian was formerly the President and
Director of Depository Trust Company in New York, one of the
world's largest financial institutions. Mr. Kaloustian assumed
full executive and financial control of Depository Trust Company
in 1970 when it had reported losses and deposited assets of $25
billion and expanded it into a profitable company with deposited
assets exceeding $10 trillion.

Timothy Schad

Mr. Schad is currently chairman of the Nucraft Furniture Company
in Comstock Park, Michigan. He has been with Nucraft, a
manufacturer or wood office furniture, since 1980, serving as its
president from 1985 to 1997, and its Vice-President prior to
1985. Prior to his work with Nucraft, Mr. Schad worked at General
Motors from 1973 to 1980. From 1973 to 1975, he was on the
Environmental Activities Staff at GM, and from 1977 to 1980 he
worked at the Treasurer's Office in New York. From 1975 to 1977,
Mr. Schad attended Harvard Business School on a GM Fellowship. At
Harvard, Mr. Schad received an MBA in Finance and Marketing, with
Honors, and was elected class president.

Derek Lewin

Mr. Lewin is a founding member of the Florida Venture Capital
Group, and a member of the Association of Management Accountants.
He spent his early career as owner and developer of retail and
manufacturing groups in the United Kingdom, with an emphasis in
design and finance. He later gained experience in shipping
financing, and mortgage and investment banking.

Steven York

Mr. York is the founder and Chief Executive Officer of Contract
Professionals, Inc., an engineering services company. His time is
devoted fully to the business of that company and its affiliates.
He was formerly Vice President of Operations for Aero-Detroit,
Inc., a subsidiary of TAD Technical Services, Inc., and a
Regional Manager for Butler Service Group.

Mr. York has been a member of the Board of Directors of the
National Technical Services Association since 1987, during which
time he has served as Secretary and Treasurer, and has chaired
several committees. He is also a member of the Young Presidents
Organization and the Stanford University Human Resources
Executive Round Table.

Mr. York majored in engineering at Michigan State University, and
served eight and one-half years with the United States Air Force.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the
ownership of the Company's Common Stock (1) before the Merger as
of the date of this Prospectus, and (ii) as adjusted to reflect
the shares issued in the Merger, by each person who is known by
the Company to own more than 5% of the Company's outstanding
Common Stock; each of the Company's directors; and directors of
the Company as a group:

Security ownership of certain beneficial owners - Aviation
Industries Corp. as of May 1, 1998 - Pre-Merger

<TABLE>

Title of Name/Address of Owner Shares Percent of
Class Beneficially Class
Owned
Common Diran M. Kaloustian 3,000,000 29.83%
4605 S. Ocean Blvd.
Boca Raton, FL 334872
Common Professional Athlete 1,480,000 14.71%
Services, Inc.
1004 Coral Isle Way
Las Vegas, NV 89108
Common Chateau Vegas, Inc. 1,230,000 12.23%
1700 E. Desert Inn Rd. #100 A
Las Vegas, NV 89109
Common General Investment Bank 900,000 8.95%
Christoprudny Blvd. 12A
Moscow, Russia
Common Officers and Directors (1 3,000,000 29.83%
person)
</TABLE>

Post-Merger - shown in common stock of the new company

<TABLE>

Title of Name/Address of Shares Beneficially Percent of
Class Owner Owned Class
Common Steve Schoen 1,054,000 4.78%
300 S. Florida Ave.
N. Penthouse
Tarpon Springs, FL 34689

Common Dudley Bailey 1,240,000 5.62%
5456 E. Links Circle
Littleton, CO 80122

Common Diran M. Kaloustian 2,333,333 10.58%
4605 S. Ocean Blvd.
Boca Raton, FL 334872

Common Ellen Forhan 1,891,395 8.58%
1800 S. OCEAN BLVD., #510
POMPANO BEACH, FL 33062

Common Jim Muldowney 1,058,000 4.80%
16456 REDDINGTON DR.
REDDINGTON BEACH, FL 33708

Common Officers and Directors 5,282,728 23.96%
(2 individuals)
</TABLE>

MARKET PRICE AND DIVIDEND POLICY

Registrant's common stock is traded in the over-the-counter
market in the United States under the symbol AVIA. The following
are available high and low bids since the Company started trading
on January 30, 1998.

<TABLE>

AVIATION INDUSTRIES HIGH LOW
January 30, 1998 to March 31, 1998 $8.62 $4.37

April 1, 1998 to June 30, 1998 $6.25 $1.37

June 1, 1998 to September 30, 1998 $2.38 $0.50

</TABLE>

As of June 1, 1998, there were 9,375,000 shares of the Company's
common stock outstanding, held by 47 record owners.

The Registrant has never paid a cash dividend and has no present
intention of so doing.

DESCRIPTION OF SECURITIES

Common Stock. The holders of Common Stock are entitled to one
vote for each share held of record on all matters to be voted on
by the shareholders. There is no cumulative voting with respect
to the election of directors, with the result that the holders of
more than 50 percent of the shares have the ability to elect the
directors. The holders of Common Stock are entitled to receive
dividends when, as, and if declared by the Board of Directors out
of funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Company the holders of Common
Stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities
and after provision has been made for each class of stock, if
any, having preference the Common Stock. Holders of shares of
Common Stock, as such, have no conversion, preemptive or other
subscription rights, and there are no redemption provisions
applicable to the Common Stock. All of the outstanding shares of
Common Stock are, and the shares of Common Stock offered hereby
when issued against the consideration set forth in this
Prospectus, will be, fully paid and nonassessable. The Company's
Certificate of Incorporation, as amended, authorizes 50,000,000
shares of $.001 par value Common Stock, of which 10,058,236
shares were issued and outstanding as of October 1, 1998. All of
the issued and outstanding shares of Common Stock are fully paid,
validly issued and non-assessable.

Transfer Agent. The Transfer Agent and Registrar for the Common
Stock is Silverado Stock Transfer Company.

Options. Options held by William Forhan, James Muldowney, and
members of the Board of Directors of IMP to acquire shares of IMP
common stock shall be converted to options to acquire shares of
the AIC's common stock. In addition, warrants granted to Joseph
Charles & Associates, Inc. to acquire shares of IMP shall be
exchanged for warrants to acquire AIC's common stock.

LITIGATION

No material legal proceedings are pending to which AIC or any of
its property is subject and to the knowledge of AIC, there are no
other proceedings threatened.

ITEM 17. INFORMATION WITH RESPECT TO IMP

IMP - BUSINESS

IMP is a holding company acquiring travel related companies. IMP
operates through two wholly-owned subsidiaries, Reser
Corporation, and Casino Airlink (CAI). CAI is a wholesale travel
company that is currently the exclusive provider of packaged
casino vacations from Atlanta, GA and five cities in Florida to
the Mississippi Gulf Coast. CAI provides non-stop, roundtrip jet
service, destination airport transfers, ground handling, two-
three night deluxe hotel accommodations, nightly buffet meals,
and access to twenty-four hour Las Vegas style gaming and
entertainment. CAI delivered more than 85,000 passengers to the
Mississippi Gulf Coast Area via their chartered and scheduled air
service in 1997 and intends to specialize in offering casino
vacations to other gaming destinations, including Tunica, MS.,
Atlantic City, NJ and Las Vegas and Reno, NV., in addition to
adding new departure cities from the Carolinas, Texas and other
nearby states.

Reser Corp. is a travel agency that specializes in planning,
organizing, and presenting educational seminars to travel agents
across the United States. In 1997, Reser held 40 seminars to
which over 2,000 agents attended to learn about Latin America,
Florida, Mexico, and Colorado. Reser also processes reservations
for tour operators. Reser owns expansive hardware and software
that works well for small tour operators who do not wish to
absorb the overhead expenses associated with a reservation
center. In the fourth quarter of 1997, Reser began accepting
Casino Airlink reservations from clients in Georgia, North
Carolina and South Carolina.

Security Ownership of Certain Beneficial Owners - Integrated
Management Professionals, Inc. as of May 1, 1998 - Pre-
merger

<TABLE>

Title of Name/Address of Owner Shares Percent of Percent of
Class Beneficially Class Class --
Owned Diluted
Preferred A Dudley Bailey 1,000,000 50.00% 10.34%
5456 E. Links Circle
Littleton, CO 80122

Preferred A Joseph and Sharon Noel 174,935 8.75% 1.81%
211 Stone Valley Ct.
Martinez, CA 94553

Preferred A Bruce and Carol Fabric 174,935 8.75% 1.81%
1860 Mowry Ave., Ste. 200
Fremont, CA 94538

Preferred A Christopher and Suzanne Bosio 174,935 8.75% 1.81%
C/O Bosio Sports Central
4031 Wild Chaparral Dr.
Shingle Springs, CA 95682

Preferred A Michael P. Gamboa, 174,935 8.75% 1.81%
trustee for Schlumberger
1994 Charitable Remainder Unitrust
One Embarcadero Center Suite 4080
San Francisco, CA 94111

Preferred B Steve Schoen 1,600,000 94.12% 8.27%
300 S. Florida Ave.
N. Penthouse
Tarpon Springs, FL 34689

Common Officers and Directors 656,000 4.91% 3.39%
(2 individuals)
</TABLE>

IMP - SELECTED FINANCIAL INFORMATION

All of the revenue from AIC and IMP is derived from the Travel
and tourism industry. The required revenue, operating profit and
loss, and identifiable assets are shown in item 2 and in the
financial exhibits provided.

INTEGRATED MARKETING PROFESSIONALS, INC.
YEAR ENDED DECEMBER 31

<TABLE>

SEPTEMBER 1997 1996 1995
30, 1998
SUMMARY OF OPERATIONS
REVENUES $12,731,090 $18,378.929 $18,942,574 $20,009,040

COSTS OF SALES $8,957,173 $13,876,269 $15,746,734 $16,736,046

TOTAL OPERATING $3,164,713 $ 4,027,435 $3,332,227 $3,272,994
EXPENSES
OTHER INCOME ($6,220) ($121,030) ($145,208) $47,396
EXTRAORDINARY ITEMS $691,846 ($1,288,059)

NET PROFIT $615,424 $1,046,041 ($1,569,654) ($474,422)

NET PROFIT PER COMMON $0.19
SHARE BASIC
DILUTED $0.03 $0.09 (0.42) ($0.94)

SUMMARY BALANCE SHEET
DATA
TOTAL ASSETS $4,305,007 $3,622,981 $4,112,16 $1,015,005
</TABLE>

IMP Marketing's letter to the shareholders of IMP is included in
IMP's December 31, 1997 annual report which is included as
Exhibit 13 to this Form 10SB.

The internal financials of IMP for the period ending September
30, 1998, reflect the status of the Company. There are no trends
for a change in assets resolving an increase or decrease in the
Company's liquidity. The cash flow improved during the first
quarter of 1998, due to a seasonality increase in business. The
first quarter saw pre-tax income of $508,000, with a projection
of $800,000 for the year end. The Company is expected to make
money each month through the end of the year. The Company expects
to expand its business to new markets in 1999. The 1999
projections are a 25% increase in revenue to $20,000,000, and a
80% increase in pre-tax income to $1,500,000.

INFORMATION REGARDING IMP SECURITIES

IMP's stock is traded on the over-the-counter market in the
United States under the symbol POKR. The following are available
high and low bids since July 1, 1996.

<TABLE>

INTEGRATED MARKETING HIGH LOW
PROFESSIONALS, INC.

JULY 1, 1996 TO SEPTEMBER 30, 1996 $6.25 $1.06

OCTOBER 1, 1996 TO DECEMBER 31, 1996 $1.25 $0.31

JANUARY 1, 1997 TO MARCH 30, 1997 $0.60 $0.22

APRIL 1, 1997 TO JUNE 30, 1997 $0.44 $0.24

JULY 1, 1997 TO SEPTEMBER 30, 1997 $0.46 $0.15

OCTOBER 1, 1997 TO DECEMBER 31, 1997 $0.43 $0.18

JANUARY 1, 1998 TO MARCH 30, 1998 $0.43 $0.17

APRIL 1, 1998 TO JUNE 30, 1998 $0.48 $0.20

JULY 1, 1998 TO SEPTEMBER 30, 1998 $0.36 $0.16

</TABLE>

As of October 1, 1998, IMP had 15,645,590 shares of common stock
outstanding, together with 2,000,000 of Series A, convertible
preferred stock, and 1,700,000 shares of Series B preferred
stock. Assuming conversion of the Series A and B Preferred, the
total outstanding shares of Common Stock would be 19,345,590.

IMP has never paid a cash dividend and has no present intention
of so doing.

There are no recent sales of AIC's unregistered securities to be
reported. On April 23, 1998, IMP completed an offering under Rule
504 of Regulation D. A total of 7,244,583 shares of common stock
were sold in this Offering at an average price of $0.138.

IMP - MANAGEMENT

William Forhan is the President and Chairman of the Board of
Directors of IMP. IMP has the same Board of Directors as AIC,
with the exception of Diran Kaloustian.

IMP - EXECUTIVE COMPENSATION

IMP entered into employment agreements with its key employees -
Mr. William Forhan and Mr. James Muldowney. Additionally, as part
of the agreement to purchase Casino Airlink, IMP entered into a 5
year Consulting Agreement with Mr. Steven Schoen, the previous
principal shareholder of Casino Airlink. In late 1996, IMP
created a stock option plan for employees and directors of IMP.
During the year 1997, Mr. Forhan and Mr. Muldowney were granted
incentive stock options. The description of the Employment
Agreements, the Stock Option Plan and the Incentive Stock Options
are presented in the notes to the consolidated financial
statements

IMP - CERTAIN TRANSACTIONS

Indebtedness of IMP. Certain persons claim an indebtedness by IMP
in the aggregate amount of approximately $350,000 including
accrued interest. This indebtedness is not disclosed in the
Financial Statements of IMP. IMP and AIC intend to settle this
claim by offering either (i) common stock in AIC valued at 120%
of the claim (with a 3 year holding period) or (ii) payment of
65% of the claim in AIC common stock (with a 1 year holding
period) and the balance in cash payments over a 1 year period.

ITEM 18. PROXY INFORMATION

FINANCIAL STATEMENTS

Financial Statements - AIC

Report of Independent Auditor Barry L. Friedman, CPA, Dated
September 24, 1996.

Reports of Independent Auditor, Kurt D. Saliger, CPA, Dated
August 12, 1998.

Balance Sheets as of December 31, 1997 and for the Period Ended
March 31, 1998.

Statement of Operation for the years ended December 31, 1997 and
for the period ended March 31, 1998.

Statement of Stockholders' equity for the years ended December
31, 1997 and for the period ended March 31, 1998.

Statement of Cash Flows for the years ended December 31, 1997 and
for the period ended March 31, 1998.

Notes to Financial Statements for AIC dated March 31, 1998.

Financial Statements - IMP

Report of Independent Auditor Harvey Judkowitz, CPA, dated
February 23, 1998.

Balance sheets for the years ended December 31, 1995, December
31, 1996 and December 31, 1997.

Statement of operation for the years ended December 31, 1995,
December 31, 1996 and December 31, 1997.

Statement of stockholders' equity for the years ended December
31, 1995, December 31, 1996 and December 31, 1997.

Statement of cash flows for the years ended December 31, 1995,
December 31, 1996 and December 31, 1997.

Notes to financial statement dated December 31, 1997.

No dealer, salesman or other person has been authorized to give
any information or to make any representations not contained in
this Prospectus and if given or made, such information or
representations must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities offered hereby in any jurisdiction to any
person to make such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS Page

Available Information Inside Front Cover

Prospectus/Proxy Summary 1
The Companies 1
The Merger - Summary 1
Risk Factors 2

Terms of Transaction 3
Special Meeting 3
The Transaction 4
Tax Consequences 4

Pro Forma Financial Information 5

Material Contacts with Company Being Acquired 7

Reoffering by Persons Deemed Underwriters 8

Interest of Named Experts and Counsel 8

Disclosure of Commission Position on
Indemnification for Securities Act Liabilities 8

Information with Respect to Registrant 9
AIC - Business 9
Dilution 10
Capitalization 10
Selected Financial Information 11
Management 11
Principal Stockholders 14
Market Price and Dividend Policy 15
Description of Securities 15
Litigation 15

Information with Respect to IMP 17
IMP - Business 17
IMP - Selected Financial Information 17
IMP - Information Regarding IMP Securities 18
IMP - Management 18
IMP - Executive Compensation 18
IMP - Certain Transactions 19

Proxy Information 19

Financial Statements

PART II

ITEM 20. INDEMNIFICATIONS OF OFFICERS AND DIRECTORS

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

This Registration Statement incorporates AIC's Form 10SB filed
September 2, 1998, and amended on November 23, 1998, and the
following Exhibits thereto:

EXHIBITS

2. Agreement of Merger
3.1 Articles of Incorporation - AIC
3.2 By-Laws - AIC
3.3 Articles of Incorporation - IMP
3.4 By-Laws - IMP
4.1 Description of IMP Series A Convertible Preferred Stock
4.2 Description of IMP Series B Preferred Stock
4.3 Option Agreement - William Forhan
4.4 Option Agreement - James Muldowney
4.5 Warrant - Joseph Charles & Associates, Inc.
10.1 Employment Agreement - William Forhan
10.2 Employment Agreement - James Muldowney
13.1 1997 Annual Report to IMP Shareholders
16 Letter from Barry Friedman, CPA, re: change in
certifying accountant
99.1 Press Release - Business Travel
99.2 Press Release - Magnolia Tours
99.3 Press Release - IMP Merger
99.4 Press Release - Aviation Board
99.5 Press Release - Cruising In Style, Inc.
99.6 Letter from Barry Friedman, CPA

In addition, the following Exhibit is attached hereto:

13.2 IMP July, 1998 Report to Shareholders

The following financial statements are also incorporated by
reference to the Form 10-SB:

PRO-FORMA FINANCIAL STATEMENTS - AIC

Unaudited Pro-Forma Consolidated Balance Sheet as
of September 30, 1998.

Unaudited Pro-Forma Consolidated Income Statement
for the quarter and nine months ended September
30, 1998.

FINANCIAL STATEMENTS - AIC

Report of Independent Auditor Barry L. Friedman,
CPA, dated September 24, 1996.

Reports of Independent Auditor, Kurt D. Saliger,
CPA dated August 12, 1998.

Balance Sheets as of December 31, 1997 and for the
period ended March 31, 1998.

Statement of Operation for the years ended
December 31, 1997 and for the period ended March
31, 1998.

Statement of Stockholders' Equity for the years
ended December 31, 1997 and for the period ended
March 31, 1998.

Statement of Cash Flows for the years ended
December 31, 1997 and for the period ended March
31, 1998.

Notes to Financial Statements for AIC dated March
31, 1998.

FINANCIAL STATEMENTS - IMP

Report of Independent Auditor Harvey Judkowitz,
CPA, dated February 23, 1998.

Balance Sheets for the years ended December 31,
1995, December 31, 1996 and December 31, 1997.

Statement of Operation for the years ended
December 31, 1995, December 31, 1996 and December
31, 1997.

Statement of Stockholders' Equity for the years
ended December 31, 1995, December 31, 1996 and
December 31, 1997.

Statement of Cash Flows for the years ended
December 31, 1995, December 31, 1996 and December
31, 1997.

Notes to Financial Statements dated December 31,
1997.

ITEM 22. UNDERTAKINGS

(a) 1. The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement 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. The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by person who may be deemed underwriters,
in addition to the information called for by the other items of
the applicable form.

4. The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) that is filed pursuant to
paragraph (i) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used
in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective,
and that, for purposes 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.

(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.

(c) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of ____________, State of ____________,
on ____________, 1998.

AVIATION INDUSTRIES CORP.

By:____________________________ WILLIAM FORHAN, CHAIRMAN OF THE
BOARD PRESIDENT, CHIEF EXECUTIVE OFFICER

Pursuant to 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>

President, Chief DATED: November 23, 1998
/s/ William Forhan Executive Officer,
WILLIAM FORHAN Chairman of the Board

Director, Secretary, DATED: November 24, 1998
/s/ James Muldowney Treasurer, Director
JAMES MULDOWNEY

Director DATED: November 24, 1998
/s/ Diran Kaloustian
DIRAN KALOUSTIAN

</TABLE>