PLANNED MARKETING ASSOCIATES INC, 424B4, 1996-08-14

PLANNED MARKETING ASSOCIATES INC
424B4, 1996-08-14
BUSINESS SERVICES, NEC

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<PAGE> 1
Filed pursuant to Rule 424(b)(4)
Registration No. 333-2848

300,000 COMMON SHARES

PLANNED MARKETING ASSOCIATES, INC.

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

Eight hundred thousand (800,000) shares of Common Stock, $0.01 par
value per share ("Shares") are being offered at a price of $5.00 per share with
a minimum purchase of 100 Shares. All of the Shares offered hereby are being
sold by Planned Marketing Associates, Inc. ("Company"). The Chairman of the
Board and the President will be the only members of the Company selling Shares
in connection with this Offering. In those states where sales must be made
through a licensed broker dealer, investors are advised to contact Brazos
Securities, Inc. for information concerning this offering. See "Plan of
Distribution." The minimum number of Shares being sold by the Company is
300,000. The maximum number of Shares being sold by the Company is 800,000.
Proceeds from the sale of the first 300,000 Shares will be held in escrow at
River Oaks Trust Company, Dallas, Texas ("Escrow Agent"). The Company will end
the offering period ("Offering Period") on November 30, 1996, unless extended
by the Company to February 28, 1997. If the minimum 300,000 Shares are not
sold within the offering period (including any extension), the offering will
terminate and all funds will be promptly returned to the subscribers with
interest. There is no right to return of funds out of escrow during the
Offering Period (including any extension up to February 28, 1997.) Subject to
the sale of the minimum 300,000 Shares, the Company may conduct an initial
closing, then continue the offering through the offering period (including any
extension) until final closing. The Company reserves the right to restrict the
number of Shares sold to any investor. There will be no market-making
activities in the Shares until after final closing. There is no assurance a
trading market will develop. See "Risk Factors."

THESE SHARES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. IN
ADDITION, PURCHASERS OF THE SHARES WILL SUFFER IMMEDIATE SUBSTANTIAL DILUTION
IN THAT THE BOOK VALUE PER SHARE OF THE COMMON STOCK AFTER THIS OFFERING WILL
BE SUBSTANTIALLY LESS THAN THE PUBLIC OFFERING PRICE OF THE COMMON STOCK. SEE
"RISK FACTORS" PAGE 6 AND "DILUTION" PAGE 9.

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Underwriting Proceeds to
Price to Public Commissions (1) Company(2)
--------------- ----------- -------
<S> <C> <C> <C>
Per Share $5.00 $0.20 $4.80
Total Minimum (300,000 Shares) $1,500,000 $60,000 $1,440,000
Total Maximum (800,000 Shares) $4,000,000 $160,000 $3,840,000
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Does not include expense allowance estimate to $10,000.
(2) Before deducting offering expenses payable by the Company estimated at
$110,000.

PLANNED MARKETING ASSOCIATES, INC.
Canyon Springs Ranch
West Drive
Hunt, Texas 78024
(210) 238-4357
The date of this Prospectus is August 13, 1996
<PAGE> 2
The Company is not a reporting company under the Securities Exchange Act of
1934 as amended. The Company intends to furnish to its stockholders annual
reports containing audited financial statements examined by its independent
public accountants and quarterly reports containing unaudited financial
information for the first three quarters of each year.

2
<PAGE> 3
SUMMARY

The following summarizes information selected from this Prospectus, and is
qualified by the narrative and financial statement disclosure elsewhere herein.

THE COMPANY

The Company develops, markets and delivers through seminars, products and
services, ideas, techniques and systems which give professionals, entrepreneurs
and individuals strategies to increase their personal and business results. In
1995 the Company presented keynote speeches and one-day seminars to over 10,000
people in the United States, Canada and Australia. The Company's three-day
"Boot Kamps" and courses were attended by over 3,300 people from North America
and around the world.

The Company targets individuals who are responsible for the development and
growth of their business. The Company has developed strong programs by
training those who have invested heavily in technical skills but lack the
knowledge, system or confidence to market those skills effectively. The
Company has built strong markets with repeat customers who also refer others to
the Company's programs. The Company continues to expand its business by
offering continuing education, training and implementation materials that can
be purchased either at various seminar locations or by mail order.

The Company's seminars can be divided into three business categories:

General business sales and management people
Professionals who desire to increase their marketing skills
Young adults who seek self-motivation, direction and confidence.

The Company is expanding the seminars in these three business categories.
Currently the Company's revenues come primarily from seminar sales for
professionals who desire to increase their marketing skills. The Company's
goal is to expand the seminars in all areas while at the same time obtaining a
greater percentage of revenues from (i) merchandise sales and (ii) Dental
Practice Implementation Program, N.E.E.R. Net and Crown Council Programs.

Company offices are located at Canyon Springs Ranch, West Drive, Hunt, Texas
78024, telephone 210/238-4357.

USE OF PROCEEDS

The Company intends to use the proceeds of this offering for seminar promotion
and direct mail marketing activities, research and development of new products,
product catalog development and promotion, product direct mail development,
recruiting, hiring and training of additional support personnel, office and
equipment expansion, additional seminar development and working capital. (See
"Use of Proceeds")

3
<PAGE> 4
RISK FACTORS

Purchase of the Shares involves a high degree of risk and substantial dilution.
The securities should be purchased only by those who can afford to lose the
investment. See "Risk Factors" and "Dilution".

THE OFFERING

If all 800,000 Shares are sold:

<TABLE>
<S> <C>
Shares Offered . . . . . . . . . . . . . 800,000
Offering Price Per Share . . . . . . . . $5.00
Shares Outstanding
Prior to the Offering . . . . . . . . . 3,200,000 *
Shares Outstanding
After Offering . . . . . . . . . . . . 4,000,000

If 300,000 Shares are sold:

Shares Offered . . . . . . . . . . . . . 300,000
Offering Price Per Share . . . . . . . . $5.00
Shares Outstanding
Prior to the Offering . . . . . . . . . 3,200,000 *
Shares Outstanding
After Offering . . . . . . . . . . . . 3,500,000
</TABLE>

* Does not include 100,000 common shares reserved for options
under the Incentive Stock Option Plan and 200,000 common
shares reserved for warrants that may be granted to the
Company's Board of Directors and Advisory Board of Directors.
See "Management."

4
<PAGE> 5
SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
Three Months
------------
Year ended December 31, ended March 31,
----------------------- ---------------
STATEMENT OF OPERATIONS DATA: 1994 1995 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
HISTORICAL
Total revenue $2,286,382 $4,539,106 $1,028,582 $1,684,745

Net Income $ 101,297 $1,007,049 $ 329,954 $ 467,806

Weighted average common shares
outstanding after stock split (1)
3,200,000 3,200,000 3,200,000 3,200,000

Earnings per common share $ 0.03 $ 0.31 $ 0.10 $ 0.15
========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
Three Months
------------
Year ended December 31, ended March 31,
----------------------- ---------------
PRO FORMA: 1994 1995 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $ 101,297 $1,007,049 $ 329,954 $ 467,806

Adjustments - Provision for Federal
income taxes (2) (23,000) (331,000) (112,000) (159,000)
--------- ---------- --------- ----------

Net Income $ 78,297 $ 676,049 $ 217,954 $ 308,806
========= ========== ========= ==========
Earnings per common share $ 0.02 $ 0.21 $ 0.07 $ 0.10
========= ========== ========= ==========

</TABLE>

(1) As adjusted to reflect stock split described in Note 5 of Notes to
Financial Statements.

(2) Reflects proforma taxes as if the Company were taxed as a C Corporation.

5
<PAGE> 6
<TABLE>
<CAPTION>
December 31, March 31,
------------ ---------
BALANCE SHEET DATA: 1994 1995 1996
---- ---- ----
<S> <C> <C> <C>
Working Capital $369,991 $ 253,781 $ 655,558

Total Assets $900,496 $1,522,993 $2,329,351

Total Liabilities $411,303 $1,075,145 $1,413,697

Shareholders' equity $489,193 $ 447,848 (4) $ 915,654 (4)
</TABLE>

(4) Does not include estimated Deferred Tax Asset aggregating
approximately $265,000 at December 31, 1995 and $340,000 at March 31,
1996, respectively, in connection with revocation of S Corp election
upon consummation of this offering.

RISK FACTORS

THE SECURITIES BEING OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. BEFORE MAKING AN INVESTMENT IN THE COMPANY, PROSPECTIVE
INVESTORS SHOULD GIVE CAREFUL ATTENTION TO THE FOLLOWING RISK FACTORS INHERENT
IN AND AFFECTING THE BUSINESS OF THE COMPANY.

1. Dependence on Key Personnel; Need for Additional Personnel.
The Company's success during the foreseeable future will depend to a great
extent on the experience, ability and continued services of Steve Anderson and
Walter Hailey and other officers, directors and employees. Mr. Hailey's and
Mr. Anderson's employment contracts have initial terms that expire on January
31, 2001. (See "Business - Employment Contracts") If any of these persons
should become incapacitated or otherwise unavailable, the Company would be
required to seek a qualified replacement. There is no assurance that the
Company would be able to identify or hire the services of qualified key
personnel. The Company does not have key may insurance on Mr. Hailey or Mr.
Anderson. (See "Management.")

2. Competition. Seminar services is an intensely competitive
industry dominated by a few major competitors. Many of these competitors have
been in the business for many years and have substantially greater financial
resources than the Company. The Company competes with competitors who provide
general industry information by providing specific industry seminars. There is
no assurance the competitors will not develop more specific industry seminars.
(See "Business - Competition").

3. Economic Conditioning Impacting Seminar Attendance.
Prospective investors should understand that the Company's revenues are
directly affected by broad trends in business and the economy. If the economy
entered into a recession or became stagnant, prospective clients might defer or
cease taking seminars offered by the Company. (See "Business - Dental
Industry.")

4. No Dividends. The Company does not anticipate paying
dividends on its Shares in the foreseeable future. The Company intends to
continue to devote a substantial portion of

6
<PAGE> 7
its earnings, if any, to the expansion of the Company's seminars, products and
services. Investors who will need dividend income should not purchase these
shares (see "Dividend Policy").

5. Control by Current Majority Shareholders. After the sale of
the 800,000 Shares in this offering, existing shareholders of the Company will
own approximately 80% of the Shares (91% if 300,000 Shares sold) then
outstanding and will be in a position to elect all the Company's directors and
otherwise control the Company. Accordingly, for the foreseeable future the
vote of the current shareholders will control the election of directors and any
substantive corporate transaction. (See "Security Ownership of Certain
Beneficial Owners and Management")

6. Dilution. The shares of common stock outstanding prior to
this offering were purchased at prices below the public offering price. The
dilutions to investors in this offering if the maximum 800,000 shares are sold,
will be $3.96 per share (79.2%) or $4.50 a share (90.0%) if the minimum 300,000
shares are sold. Therefore, investors in this offering will bear most of the
risk of any loss from the Company's operations and will incur an immediate and
substantial dilution of their investment, while the shares of common stock held
by the existing shareholders will increase in Net Tangible Book Value as a
result of this offering (see "Dilution" and "Certain Transactions").

7. Potential Future Sales Pursuant to Rule 144. The Company
currently has 3,200,000 shares of common stock outstanding which are
"restricted securities," as that term is defined in Rule 144 under the
Securities Act of 1933, as amended. Under this Rule a person (or persons whose
shares are aggregated) not affiliated with the issuer who has satisfied a
two-year holding period may, under certain circumstances, sell within a
three-month period a number of shares which does not exceed the greater of 1%
of the shares outstanding or the average weekly trading volume during the four
calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who is not an affiliate of the Company and who has satisfied a three-year
holding period. After a three-year holding period, if a person is not an
affiliate or has not been an affiliate for the last three months, then the
person can sell his shares without any restrictions applicable to Rule 144 (see
"Description of Securities"). Future sales under Rule 144 may have a
depressive effect on the price of the Company's common stock.

The 3,200,000 shares represent upon completion of the offering, if 800,000
shares are sold, 80% of the issued and outstanding stock or if 300,000 shares
are sold, 91% of the issued and outstanding stock. Affiliates (generally,
persons who control the Company) cannot sell more than 1% of the issued and
outstanding stock within any three month period, regardless of how long the
securities have been held, so long as they are affiliates.

Affiliates (have held 3,000,000 shares for more than 2 years), will be able to
sell from 35,000 to 40,000 common shares (depending upon the number of shares
outstanding) to the public every three months during the year starting after
the closing of the Offering, subject to the other conditions of Rule 144.

Since all the Company's common shares currently outstanding are held by
Affiliates, these common shares will be subject to the Rule 144's 1% volume
limitation.

7
<PAGE> 8
8. Broad Discretion in Application of Proceeds. The Company
intends to use the proceeds from this offering to fund direct mail activities;
recruiting and training additional support personnel; computer expansion for
additional support personnel; catalog development and promotion of additional
products and materials for seminars; additional seminar development; and
working capital. Accordingly, the Company's management will have broad
discretion as to the application of such proceeds (see "Use of Proceeds" and
"Business").

9. Limited Public Market. The Company plans to seek listing with
the National Association of Securities Dealers, Inc. on the NASDAQ National
Market System or NASDAQ Market. The Company will seek listing on Nasdaq
National Market System or Nasdaq Market after the closing of this offering but
does not intend at this time to seek simultaneous listing. If the Company were
to obtain a listing on Nasdaq System but were unable to maintain the listing
requirements, it would have to be traded on an over-the-counter market on an
electronic bulletin board established for securities that do not meet the
Nasdaq System listing requirements or in what is commonly referred to as "pink
sheets". As a result, any investor may find it more difficult to dispose of,
or to obtain accurate quotations as to the price of, the Company's securities.
In addition, if the Company's securities were listed and then subsequently
delisted, they would be subject to a rule that imposes additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally defined as
an investor with a net worth in excess of $1 million or annual income exceeding
$200,000 or $300,000 together with a spouse) for transactions covered by this
rule the broker-dealer must make a special suitability determination for the
purchaser and must have received the purchaser's written consent to the
transaction prior to the sale. Consequently, delisting if it occurred, may
affect the ability of broker-dealers to sell the Company's securities and the
ability of purchasers in this Offering to sell their securities in the
secondary market. The Company has no assurances that it will obtain such a
listing. There can be no assurance that a more active market will develop
following this offering or that, if developed, such market will be sustained.
The price at which the Shares are being offered to the public has been
determined by the Company.

10. Penny Stock. If the Company were not able to maintain a price
of $5.00 per share or obtain a listing on the Nasdaq system, it would be
required under the Penny Stock rules to deliver prior to any transaction in the
stock a disclosure schedule prepared by the Securities and Exchange Commission
relating to the penny stock market. The broker-dealer involved in such
transaction would also have to disclose the commissions payable, both to the
broker- dealer and the registered representative, current quotations for the
common stock and if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presume control
over the market. Finally, monthly statements must be sent disclosing recent
price information for the common stock held in the account and information on
the limited market in Penny Stocks. As a result of the proposed offering price
of the Shares, these regulations will not be applicable unless the price were
to become less than $5.00 or the Company had been unable to become listed on
the Nasdaq System. If the Penny Stock rules did become applicable to the
Company, Shareholders would find it more difficult to sell their Shares. This
decrease in marketability of Shares could adversely impact an investor needing
to promptly sell her Shares.

11. Trademark and Copyright Matters. The Company has developed
proprietary information regarding the seminars it presents and the products
that it markets in conjunction with those seminars. The Company has applied
for trademark registration of its name as well

8
<PAGE> 9
as copyright applications for some of its seminar materials. There can be no
assurance that the Company will be able to adequately protect its proprietary
information or that other companies will not independently develop similar
information that is a substantially equivalent or superior to the Company's
seminar materials and products. If such event were to occur this could
significantly impact the Company's competitive position and operations. (See
"Business").

12. Adequate Personnel for Seminar Presentations. In order to
expand the number of seminars presented, the Company must have additional
trained presenters or use alternative methods of presentation. While the
Company is training additional personnel, there is no assurance that the
Company will accomplish this training goal. If the Company does not obtain
such additional personnel, the growth in the number of seminars presented may
be limited.

13. Product Concentration. The Company in 1995 had 74% of its
seminar revenues in areas relating to the dental industry. Any adverse
conditions impacting the dental industry would also in all likelihood impact
the Company's own operations. The Company is further expanding into other
industry areas, but there can be no assurances that the Company can develop the
support staff and presentation instructors to service the other industries and
professions, and if they did, whether they would be as successful as the dental
and other programs the Company currently offers.

DILUTION

After giving effect to the sale of 800,000 Shares in this offering, the pro
forma Net Tangible Book Value of the Common Stock as of December 31, 1995,
after the deduction of offering expenses, would be $4,167,848 or approximately
$1.04 per share. Accordingly, investors in this offering would sustain an
immediate dilution of $3.96 per share from the public offering price
(approximately 79%) and present shareholders would benefit by an increase of
$0.90 per share in the Net Tangible Book Value of the shares held by them.

After giving effect to the sale of 300,000 Shares in this offering, the pro
forma Net Tangible Book Value of the Common Stock as of December 31, 1995,
after the deduction of offering expenses, would be $4,167,848 or approximately
$0.50 per share. Accordingly, investors in this offering would sustain an
immediate dilution of $4.50 per share from the public offering price
(approximately 90%) and present shareholders would benefit by an increase of
$0.36 per share in the Net Tangible Book Value of the shares held by them.

9
<PAGE> 10
The following table illustrates the effect of dilution per share on the basis
of the public offering price, taking into account the estimated expenses of
this offering:

<TABLE>
<CAPTION>
800,000 SHARES 300,000 SHARES
-------------- --------------
<S> <C> <C>
Public offering price per Share . . . . . . . . . . . . . . . . $5.00 $5.00

Dilution to investors
in this offering(1) . . . . . . . . . . . . . . . . . . . . $3.96 $4.50

Pro Forma Net Tangible Book Value
per Share after this offering (2) . . . . . . . . . . . . . $1.04 $0.50

Net Tangible Book Value per Share
before offering . . . . . . . . . . . . . . . . . . . . . . $0.14 $0.14

Increase per Share attributable to the
sale by the Company of the Shares
offered hereby . . . . . . . . . . . . . . . . . . . . . . $0.90 $0.36
</TABLE>

(1) "Dilution" per share represents the difference between the public
offering price to be paid by a new shareholder for a share of common
stock and the Net Tangible Book Value per share of common stock, as
adjusted to give effect to this offering.
(2) This proforma net tangible book value does not include a Deferred Tax
Asset estimated at $265,000, to be recorded when the existing S Corp
election is revoked. This Deferred Tax Asset is based on earnings,
primarily unearned revenue, previously taxed to individual
shareholders.

10
<PAGE> 11
The following table summarizes, upon completion of this offering and the sale
of 800,000 Shares or 300,000 Shares, the number of shares of common stock which
will be held by the present shareholders and by investors in this offering, the
number of Shares to be held as a percentage of the Company's total outstanding
common stock, the aggregate consideration paid for such Shares and outstanding
common stock, the consideration as a percentage of the total consideration and
the average consideration per share for such Shares and outstanding common
stock:

SALE OF 800,000 SHARES

<TABLE>
<CAPTION>
Number of % of Shares Average
Shares to to be Total % of Total Consideration
be Held Outstanding Consideration(1) Consideration Per Share
------- ----------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Present Shareholders 3,200,000 80% $1,138,287 22% $0.36
Investors, this offering 800,000 20% $4,000,000 78% $5.00
--------- --- ---------- ---
Total 4,000,000 100% $5,138,287 100% $1.30
========= === ========== ===
</TABLE>

SALE OF 300,000 SHARES

<TABLE>
<CAPTION>
Number of % of Shares Average
Shares to to be Total % of Total Consideration
be Held Outstanding Consideration(1) Consideration Per Share
------- ----------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Present Shareholders 3,200,000 91% $1,138,287 43% $0.36
Investors, this offering 300,000 9% $1,500,000 57% $5.00
--------- --- ---------- ---
Total 3,500,000 100% $2,638,287 100% $0.75
========= === ========== ===
</TABLE>

(1) Includes present shareholders' investment of $11,000 plus previously
taxed earnings retained in the Company during the period of time the
Company was taxed as an "S" Corporation, all as of December 31, 1995.

11
<PAGE> 12
USE OF PROCEEDS

Net proceeds to the Company from this offering are estimated to be
approximately $3,720,000 ($1,320,000 if the minimum 300,000 Shares are sold),
after deduction of offering expenses. The following is the Company's best
estimate of its allocation of the net proceeds of this offering, based upon the
current state of its business operations, its current plans and current
economic and industry conditions. These estimates are subject to change based
upon such factors as competition, marketing trends and availability of new
products.

<TABLE>
<CAPTION>
Maximum Maximum Minimum Minimum
800,000 Shares % 300,000 Shares %
-------------- - -------------- -
<S> <C> <C> <C> <C>
Seminar promotion and direct mail $ 250,000 6.72% $ 70,000 5.30%
marketing activities

Research and development of new $1,500,000 40.32% $ 600,000 45.46%
products

Product catalog development and $ 300,000 8.06% $ 90,000 6.82%
promotion

Product direct mail development $ 500,000 13.44% $ 185,000 14.02%

Recruiting, hiring and training of $ 250,000 6.72% $ 70,000 5.30%
additional support personnel

Office and equipment expansion $ 300,000 8.06% $ 80,000 6.06%

Additional seminar development $ 350,000 9.41% $ 150,000 11.36%

Working Capital $ 270,000 7.27% $ 75,000 5.68%
---------- ------ ---------- ------

Total $3,720,000 100.00% $1,320,000 100.00%
========== ====== ========== ======
</TABLE>

DIVIDEND POLICY

The Company intends to retain earnings for use in the Company's operations.
The Company does not anticipate paying any cash dividends in the foreseeable
future after consummation of this Offering but will continue to make
distributions to shareholders to be used to pay their Federal income taxes on
income earned during the period of time the Company is taxed as an "S"
Corporation under provisions of the Internal Revenue Code.

12
<PAGE> 13
CAPITALIZATION

The following table sets forth capitalization of the Company at March 31, 1996.
This table should be read in conjunction with the Financial Statements of the
Company and the Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
ACTUAL AT
MARCH 31, 1996
--------------
<S> <C>
Shareholders' equity:

Preferred Stock, $.01 par value, 5,000,000 shares authorized; --
no shares issued and outstanding

Common Stock, $.01 par value; 20,000,000 shares authorized;
3,200,000 shares issued and outstanding . . . . . . . . . . . . . . . . . $ 32,000

Paid-in Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $306,000

Retained earnings (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . $577,654
--------

Total Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . $915,654
--------

Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . $915,654
========
</TABLE>

(1) Does not include estimated Deferred Tax Asset of $340,000 in
connection with revocation of S Corp election upon
consummation of this Offering.

13
<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

GENERAL. Over the past few years, the Company's revenues have grown due to the
expansion of its N.E.E.R.(TM) ("Naturally Existing Economic Relationships")
Marketing Boot Kamp concept to include the Dental Profession (Dental Boot Kamp
and Graduate Dental Boot Kamp), as well as the continuation of the various
leadership forums. During 1994, the Company commenced promotion of merchandise
sales (either at the seminars or through direct mail or telemarketing) and, in
late 1995, implemented the Practice Implementation Program ("PIP"). In
connection with an affiliate, the N.E.E.R. Net subscription service was also
implemented in late 1995. The Company commenced the Crown Council, an
organization dedicated to the purpose of providing a communication link and an
association of dental practices, in 1996. The Company's principal source of
cash is represented by cash generated from operations.

YEAR ENDED DECEMBER 31, 1995 COMPARED WITH YEAR ENDED DECEMBER 31, 1994

REVENUES. The Company's operations have increased primarily from the number of
presentations (32 in 1995 as compared with 25 in 1994) and a greater acceptance
by the dental profession which accounted for 74% of revenues ($3,348,000) in
1995 and 66% in 1994 ($1,508,000). In Management's opinion the Company
operates in only one industry segment as its seminars and programs, including
merchandise sales, are based on the N.E.E.R. marketing concept. The Company
uses a common sales force even though some may focus more on the youth program
or various phases of the services to the dental profession. Revenues from the
N.E.E.R. Marketing Boot Kamp were $270,000 and $161,000 in 1995 and 1994 while
the youth forums generated revenue of $228,000 and $134,000. The PIP and
N.E.E.R. Net programs implemented in late 1995 generated approximately 2% of
total revenues ($80,000 and $12,000, respectively). The Company's emphasis on
product sales has resulted in an increase in revenues from $296,000 (13% of
revenues) in 1994 to $428,000 (9% of revenues) in 1995. The principal increase
in other income relates to interest earned on short-term investments during
1995.

Gross program margins (the excess of professional education and seminar
revenues over professional education and seminar costs and expenses) increased
to $2,174,000 in 1995 as compared with $899,000 in 1994, primarily as a result
of (i) the Company's ability to absorb more of the fixed costs associated with
the seminars, (ii) a shift to programs designed for the dental profession, as
well as the increase to over 3,300 attendees at the Company seminars in 1995 as
compared with approximately 1,700 in 1994. Dental programs are generally
presented to a larger number of attendees and thus certain costs are spread
over a greater number of persons. Merchandise margins decreased slightly due
to an introduction of several products for which the margins were lower than
1994 and more in line with the Company's expectation for the future.

14
<PAGE> 15
EXPENSES. Office and administrative expenses increased from $843,000 in 1994
to $1,251,000 in 1995 and are reflective of the Company's growth.

LIQUIDITY AND CAPITAL RESOURCES. The Company's principal current assets are
cash and cash equivalents ($979,000) and accounts receivable ($177,000) which
declined by approximately $48,000 during 1995. Unearned revenue increased from
$314,000 in 1994 to $953,000 in 1995 as a result of price increases announced
for 1996 for which seminar participants were allowed early registration at
pre-1996 prices and unearned income of $112,000 related to the PIP program.
Prepaid expenses increased due primarily to prepaid seminar costs and prepaid
insurance.

Working capital which management has historically considered adequate and which
has been met with cash generated from operations, decreased in 1995. The
principal reason that working capital decreased in relation to operations
resulted from distributions to shareholders of $88,000 and $1,048,000 in 1994
and 1995, respectively. The major portion ($11,000 and $723,000 in 1994 and
1995, respectively) will be used to pay their Federal income taxes on income
earned during the period of time the Company operated as an "S" Corporation
under provisions of the Internal Revenue Code. Management expects working
capital generated from existing operations, both in the short and long term, to
be adequate but additional working capital may be needed if operations are
expanded. (See "Use of Proceeds")

THREE MONTHS ENDED MARCH 31, 1996 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1995

REVENUES

The Company conducted the same number of presentations (eight) in both 1996 and
1995. Total revenues for 1996 ($1,685,000) represented a 64% increase over
1995 revenue ($1,029,000). In response to management's effort to begin
broadening revenue sources, revenue from dental seminars, which included the
first annual Crown Council meeting in 1996, generated 73% of revenues
($1,237,000) in 1996 and 81% of revenues ($831,000) in 1995. Revenues from
N.E.E.R. Marketing Boot Kamp and Eagle University (youth seminars) were
$126,000 in 1996 up from $90,000 for the same period in 1995. Attendance at
Company seminars increased by 56% with approximately 1,400 attendees
participating in 1996 compared to over 900 during the same period in 1995. The
Practice Implementation Program and N.E.E.R. Net (Video Staff Meetings)
implemented in late 1995 and the Crown Council membership program commencing in
1996 generated approximately 10% of total revenues ($122,000, $28,000, and
$12,000 respectively). The Company's emphasis on product sales has resulted in
an 126% increase in revenues ($120,000 in 1996 compared to $53,000 in 1995) in
this area representing 7% of total revenues for 1996 compared to only 5% of
total revenues in 1995.

EXPENSES

The increase in seminar costs (from $415,000 in 1995 to $731,000 in 1996), when
compared to revenues (43% in 1995 and 47% in 1996), in 1996 over 1995 resulted
from two primary factors. In late 1995, the Company changed the facility used
to hold its courses in Texas.

15
<PAGE> 16
While the food and lodging costs are somewhat higher, the new facility is able
to accommodate 75% more attendees thus making the Company's courses more
productive and profitable overall. The first annual Crown Council meeting held
in 1996 was the first of its kind held by the Company for which there was no
comparable program in 1995.

Selling and marketing expenses increased from $39,000 to $117,000 in 1996 as a
result of marketing costs associated with the introduction of the Crown
Council.

Office and Administrative expenses increased from $229,000 in 1995 to $342,000
in 1996 due to increases in personnel required to service the overall 64%
increase in sales as well as increases in professional fees and repairs and
maintenance.

LIQUIDITY AND CAPITAL RESOURCES

Working capital increased from $254,000 at December 31, 1995 to $656,000 at
March 31, 1996 primarily as a result of the Company's operating activities.
The increase in accounts receivable at March 31, 1996 relates to a seminar held
in Canada in March for which collections were completed by the sponsoring
organization in Canada and payment made to the Company in May 1996. The
increase in prepaid expenses results from increases in deferred initial public
offering costs and prepaid expenses for the introduction of the Dental Success
Letter (see unearned below). Accrued expenses increased due to accrued payroll
and franchise taxes. The changes in unearned revenue reflect increases in
deferred Crown Council revenue ($133,000) and Dental Success Letter
subscriptions (first issue to be mailed in April 1996) ($152,000) offset by an
increase in earned Practice Implementation Program revenue.

Working capital has historically been adequate and has been met with cash
generated from operations. Working capital will be reduced ($150,000 in April
1996) during the period of time that the Company operates as an "S" corporation
under provisions of the Internal Revenue Code as the Company makes
distributions to shareholders to pay the estimated Federal income tax on income
earned during the period the "S" corporation election is in effect. Management
expects working capital generated from existing operations, both in the short
and long term, to be adequate but additional working capital will be needed as
operations are expanded. (See "Use of Proceeds")

RECENT ACCOUNTING PRONOUNCEMENTS

Statements of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS No. 123), issued by the Financial Accounting
Standards Board (FASB), is effective for financial statements for fiscal years
beginning after December 15, 1995. The new standard establishes a fair value
method of accounting for stock-based compensation plans and for transactions in
which an entity acquires goods and services from non-employees in exchange for
equity instruments. At the present time, the Company has not determined if it
will change its accounting policy for stock- based compensation plans, or only
provide required financial statement disclosures; however, the Company does not
expect the adoption of SFAS No. 123 to have a material impact on the financial
statements.

16
<PAGE> 17

BUSINESS

INTRODUCTION AND GENERAL BUSINESS OVERVIEW

The Company was organized as a Texas corporation on November 21, 1988. The
Company develops, markets and delivers through seminars, products and services,
ideas, techniques and systems which give professionals, entrepreneurs, and
individuals strategies to increase their personal and business results. In
1990 the Company conducted three-day seminars at its headquarters in Hunt,
Texas which were primarily targeted and attended by sales and business
professionals. In November of 1990 the Company conducted its first three-day
course for dental professionals. During 1991 and 1992, the Company continued
its business courses and began to expand the number of dental courses offered.

In 1993 the Company began to direct its activities more actively in the dental
industry by presenting speeches and one- day courses at dental conventions in
the United States and Canada. At that time the Company began to develop its
educational support materials for the dental industry in the form of books,
audio and video tapes and forms to support the courses and seminars.

In 1994 the Company began offering its Dental Boot Kamp at other locations in
the United States. In 1995 the Company presented keynote speeches and one-day
seminars to over 10,000 people in the United States, Canada and Australia. The
Company's three-day "Boot Kamps" and courses were attended by over 3,300 people
from North America and around the world.

The Company, under the provisions of the Internal Revenue Code, initially
elected to be taxed as an "S" Corporation. Under such election, the Company's
federal income or loss and tax credits were passed through to the individual
Shareholders. Once the Company closes the sale of the Shares, the Company will
change its election from Subchapter "S" to Subchapter "C".

The Company's seminars can be divided into three business categories:

General business sales and management people
Professionals who desire to increase their marketing skills
Young adults who seek self-motivation, direction and confidence.

17
<PAGE> 18
The Company is expanding the seminars in these three business categories.
Currently the Company's revenues come primarily from seminar sales for
professionals who desire to increase their marketing skills. The Company's
goal is to expand the seminars in all areas while at the same time obtaining a
greater percentage of revenues from its products and services.

The Company has developed a marketing system that allows individuals to grow in
confidence and dramatically increase their effectiveness in marketing their
products or services. The Company focuses on a complete personal development
system, with a balance between increasing personal self-esteem and implementing
a detailed marketing system that is entertaining to learn. The Company's
programs are intensive, detailed, and entertaining and are sometimes referred
to as "edutainment."

The core concept on which the Company's programs focus is the N.E.E.R.(TM)
Marketing System. The Naturally Existing Economic Relationships ("N.E.E.R.")
System allows users to increase their revenues by putting them in front of more
qualified, less resistant buyers on a consistent basis. It emphasizes a faster
and more effective method of capitalizing on and tapping into "existing"
markets rather than trying to "create" a market from scratch for a product or
service. This system is the focus of the Company's development. See "Business
- - Educational Support Products and Materials."

COMPANY BUSINESS SYSTEM

The Company's core business is to develop, introduce, teach and support
marketing systems that will improve the overall performance and results of the
individual and allow participants to enjoy their profession more and experience
a more balanced lifestyle. These systems do not focus solely on business but
address many issues including personality characteristics that could affect the
performance of the individual. The systems focus primarily on individuals that
are not comfortable in marketing themselves or their services.

The Company conducts its business in the following manner:

Development. The Company's management team brings extensive experience in the
creation and management of marketing systems and user teams. Based on research
into each specific market, the Company tailors a system that will give users a
competitive advantage in marketing their products or services. These programs
are developed, tested and then introduced.

Introduction. Once a marketing system has been developed, it is introduced to
the target market via referrals from existing customers, direct mail and public
presentations. Those expressing interest in the program are then contacted by
a trained team of telephone representatives who ensure that the individual is
enrolled in the best program to fit his or her needs. Most of the Company's
customers enroll in various three-day seminars referred to as "Boot Kamps" that
are conducted by the Company throughout North America. At these seminars the
entire marketing system is described and taught.

Teaching. The Company presents its complete marketing systems training to
audiences that need marketing expertise to survive and prosper. Because most
small or emerging businesses have

18
<PAGE> 19
a difficult time penetrating new markets, the Company has a system to
un-complicate what technically trained users view as a complex business
problem. The system outlines a step-by-step process to follow which makes the
process comfortable with predictable results so that many of the fears
associated with marketing can be overcome.

Support. The Company maintains that implementation support of these systems is
essential. The Company has created and intends to expand its revenue by
providing additional implementation tools, study materials, books, and audio
and video tapes to support the Company's customers after they have been through
a Company-sponsored seminar.

DENTAL INDUSTRY

Planned Marketing has built products and services for the dental community.
With various changes taking place in the dental profession, traditional
dentists/owners are seeking new ways to manage and market their services in
order to survive and excel. The Company's program offers a solution to these
management and marketing needs.

Many dentists, while having clinical skills, lack basic marketing skills and
direction. Frequently their clinical skills overshadow their people skills.
Without adequate people skills, their support staff and their business suffer.
The Company offers a detailed, easy to implement system that allows dentists a
program to balance their clinical skills with strong management and people
skills. With these skills in place, the entire dental team begins to realize
better results in patient acceptance of needed treatment.

The Company currently has on its full-time staff, three individuals (McHenry
Lee, D.D.S., Ms. Joleen Jackson, chairside assistant and dental office
administrator, and Ms. Janis Sloan, chairside assistant) that have been
involved in dental practice for over fifteen years each. In addition, the
Company has on its Advisory Board two practicing dentists. These individuals
have provided technical expertise in assisting the Company in implementing its
marketing systems for dental practices.

Referrals are a steady source of new clients for the Company. It is common for
dentists to include their entire staff in the Company's training program. In a
typical Dental Boot Kamp, one-third to one-fourth of attendees are dentists.
The other two-thirds to three-fourths are hygienists, business managers, and
dental assistants.

COMPANY MARKETS

The Company has developed products and services that are useful to individuals
who need to identify, qualify and persuade others to purchase a product or
service. The Company has been particularly successful in the following niche
markets:

Business owners and entrepreneurs

Sales people who are compensated based on commission or performance

19
<PAGE> 20
Individuals with a strong technical background, but without basic
marketing skills

High school and college students preparing for a career, but lacking
the knowledge of how to market themselves properly.

As most markets become segmented, the Company has responded to the request from
specific markets who want information tailored to their specific needs. The
Company has focused on markets that are comprised of individuals who have a
great deal of education and technical skill but lack fundamental marketing and
management skills which could make them more profitable. It is the Company's
belief that specific knowledge and understanding of marketing techniques
eliminates fear and neglect. In the medical industry in particular, rapid
changes are forcing dental and medical professionals to compete and focus on
their clients as "customers" instead of as "conditions" that need to be fixed.
The Company teaches a marketing system with specific goals, ideas and
implementation procedures tailored to the niche market user. In the seminars
presented by the Company, real-world examples are used and demonstrated. As
part of the implementation of these systems, time management, self-discipline,
goal orientation and self-help issues are also addressed to offer a total
solution. With this in mind, the majority of the Company's efforts are geared
to target individuals who require marketing skills but lack the basic
fundamentals and systems to accomplish their business goals.

In 1994 the Company expended $113,000 on its continued development of its
seminars and $230,000 in 1995 on its development of seminars. The Company is
of the opinion that a dentist or a physician can successfully and
professionally market his or her practice in the community without advertising
by the use of certain common sense skills and communication techniques.

The Company continues to expand the products it offers to support the marketing
systems it develops. While support products currently make up approximately
10% of the Company's revenues, the Company has placed an emphasis on increasing
these revenues as a percentage of total sales. Support materials potentially
offer the Company a source of longer-term renewable income. The sale of
continuing education, marketing materials, motivational books and tapes should
enable the Company to continue to profit from the long-term relationships it
develops in its seminars.

As the Company's line of products and services expands, its existing customer
base becomes more valuable. With the satisfied customers, the products and
support services that follow become a more valuable source of revenue.

OPERATIONS AND MARKETING

Marketing. The Company manages its Sales Department by utilizing the same
marketing ideas that it teaches. Comprised of a group of trained telephone
representatives who primarily focus on following up leads that have been
generated all over North America, the Company's marketing personnel handle
requests for information as well as respond to inquiries about Company products
and services, using a step-by-step sales process that is part of the Company's
internal educational curriculum. This procedure allows them to develop a
relationship of trust with potential customers. Moreover, all of the
information on current, past and future customers

20
<PAGE> 21
and prospects is entered into an extensive data base. Fully integrated with
the other departments of the Company, such as accounting and mailing, this
single-entry research and retrieval system tracks the ongoing relationships and
needs of all of the Company's customers and prospects. The Company has made a
significant investment in time, energy and resources to collect this data in
order to better serve its customers and expand its customer base.

Support Staff. The Company's clients are handled by a well-trained support
team. From the moment a customer enrolls in a seminar, to the moment of
arrival at the seminar site, this team coordinates, by telephone and by mail,
all the customer's needs from registration confirmation, travel arrangements,
lodging accommodations, seminar schedule, menu and dietary considerations to
any special concerns the customer may have. In addition, all audio/visual
needs and printed materials for the seminar (hand-outs, workbooks and
additional products that customers may buy) are handled by the support team, as
are the post-seminar questionnaires, feedback forms and follow-up
implementation efforts.

In cases where the seminar is not presented at the Company's headquarters, all
materials are shipped in advance. A member of the support team arrives a day
before the seminar to ensure that all aspects of the seminar run in a proper
and timely manner. Once the seminar is over, the support team follows-up with
mailings and telephone calls to assist in implementation of the Company's
marketing systems and to handle additional requests.

Product Sales. The Company's educational products and support materials are
overseen and coordinated by an editorial team made up of Company personnel
responsible for curriculum development, as well as a team of independent
writers and producers who are educated and knowledgeable about the needs of the
Company's customers. Product design, duplication and printing are provided by
outside suppliers according to the specifications of the Company's editorial
board. Limited inventories are kept by the Company and a contracted
fulfillment operation outside the Company handles the rest of the inventory.
Product orders are filled from either location depending upon the size of the
order.

EDUCATIONAL SUPPORT PRODUCTS AND MATERIALS

In 1994 and 1995, the Company increased its production and sale of educational
support materials offered both to seminar participants and to those
professionals yet to attend a Company-sponsored course. The purpose of the
products is to introduce the market to what the Company has to offer, as well
as the provide in-depth information on specific topics of interest to those
professionals. The Company currently has three books, two audio tape programs,
one video program and a training manual under development. Of these products,
one is in the final packaging stage, three are in the package design stage, one
in the editing stage and one in the content development stage. The following
list includes only those products and services which are fully completed and
are presently being marketed by the Company.

Books.

The Company has written, produced and published four books:

21
<PAGE> 22
1) BREAKING THE NO BARRIER. Subtitled "The Billion Dollar Battle
Plan for Getting Everyone You Want to Say YES to Your
Proposition."

This 262 page, step-by-step explanation of the NEER Marketing System
is based on 40 years of research, testing and development. It
includes a detailed explanation of key principles, actual examples of
the principles in action and exercises to implement ideas to create
more qualified, less resistant buyers on a more consistent basis for
the reader's product or service. The Company has sold over 13,810
copies.

2) THE WIZARD OF OZ IS YOU.

Written for both children and adults, the purpose of this book is to
help the reader increase self-esteem and self-confidence. In
addition, this book is also a part of a larger package of materials
that can be used by a professional practice or a business to do
presentations in schools and community groups on related themes. The
Company has sold over 2,831 copies.

3) YOUR KEY TO THE PRACTICE.

Co-authored by dental industry training expert, Linda Miles, this book
is specifically written for team members of dental practices in order
to help them increase their effectiveness and to achieve greater
emotional and financial security. The Company has sold over 1,792
copies.

4) ESP: THE EVERYBODY SEARCH PLAN. Subtitled: "Common Sense
and Easy-to-Implement Ideas to Get Everyone in Your Company
Focused on Creating More Happy Paying Customers, Clients,
Patients, Buyers or Whatever You Call the People Who Do
Business with You."

This book is designed both as a training manual for organizations as
well as for the general business public. The book is sold separately
or as part of a larger package, which includes an audio tape series to
train the listener in the implementation of the book's major points.
The Company is currently releasing and has not sold any copies.

Other Printed Matter.

1) The Company writes, produces and publishes two subscription
newsletters: Inner Circle, a publication dedicated to
marketing and case acceptance in dentistry is an eight to
twelve page bi-monthly report on the activities and concerns
of the Crown Council and The Dental Success Leader. The
Company has, as of March 1996, 287 subscribers to the Crown
Council Inner Circle newsletter and 352 subscribers to the
Dental Success newsletter.

2) The Company has authored over one hundred articles which have
appeared in industry trade publications and magazines where
the Company's products and services have been reviewed or
featured.

22
<PAGE> 23
3) The Company has compiled a series of special reports on
subjects of special interest. Such reports within the dental
community include, "How to Ask for Referrals from Your
Existing Patients," The "Secrets of Closing Your Presentation
for Full Comprehensive Dentistry," "Preventing Cancellations,"
and "Maximizing the Telephone as a Building Tool for the
Dental Practice."

4) The Company writes, produces and publishes a Company
newsletter/catalogue, Dental Persuasion - The Idea Letter,
which includes Company products, success stories and general
information. Mailed quarterly to participants and prospects,
its purpose is to sell support material and to keep the
Company's products and services in the forefront of the
market's mind.

Audio Tapes.

The Company has produced a series of educational audio tapes.

1) Dental Persuasion is a twelve audio tape program that
highlights the key points to review and remember from the
Dental Boot Kamp. Participants use this program to
continually review and reinforce the systems and techniques
they have learned which increase their practice.

2) The CEO Boot Kamp is a twelve audio tape program that
highlights the key topics covered in the Company's CEO Boot
Kamp. It includes additional information from four business
experts on specific topics helpful to any business executive.

3) The Power of Persuasion is a twelve audio tape review of the
Company's NEER Marketing Boot Kamp. It includes the basic
principles of NEER Marketing and the step-by-step Anatomy of a
Perfect Sale process that the user can implement to increase
sales and marketing efforts.

4) Dental Tele-Pro is a training tape program for educating the
front desk personnel in telephone skills.

5) Objections as Opportunities deals with the kinds of patient
objections a dental practice has to handle.

6) How Long Have You Had That Infection deals specifically with
the topic of periodontal disease--- educating the client and
treating the disease effectively.

Video Tapes.

The Company has produced several video tape programs on topics that lend
themselves well to a video presentation.

1) Talking Their Language is a three module training program to
introduce and implement the "DiSC" behavior style system in a
dental office. It includes evaluation instruments as well as
audio review tapes. Practices use this system

23
<PAGE> 24
to work better together as a team as well as work with
patients in a way that they wanted to be treated as
individuals.

2) Eight Steps to a Balanced Life in Dentistry is an information
packed one hour presentation on eight key aspects that dental
teams can concentrate on to build a more profitable practice
where each team member lives a more effective, balanced life.

3) STOP Cancellations is a two tape program that contains a
step-by-step system for significantly decreasing the number of
canceled, no show and changed appointments that disrupt most
dental practices.

4) NEER Net is a monthly subscription service that provides two
concise video staff meetings lasting approximately 15 minutes
each and discussion questions to aid the dental team in
thoroughly implementing the ideas presented. These programs
help busy offices have well prepared staff meetings on a
regular basis that will help the team learn, grow and progress
together to build the practice.

PRODUCT DISTRIBUTION

A significant amount of the educational support material is sold to
participants at seminars, as well as through newsletter/catalogue sales, and
orders which are mailed in, faxed or taken over the phone.

In addition, interest in the educational support material, as well as the
seminar, has come from significant media exposure. The Company from time to
time retains the services of public relations firms in order to publicize its
products and services. In 1995, the Company was featured in ten major
newspapers throughout the country. Over the last two years, Company personnel
have been featured on twenty radio and television talk shows across the United
States.

COMPETITION

The Company faces several well-established and financed competitors that each
offer different aspects of the Company's total product and service line to
broad, mass markets. Franklin Quest, Covey Leadership Center, Career Track and
Nightingale Conant each excels in a different area. Those companies have
substantially greater financial, marketing and personnel resources than the
Company.

Time management systems and leadership and career enhancement seminars have
gained increasing popularity in recent years. In 1995, Franklin Quest had
revenues of $277 million and profits of $38 million from seminars and support
materials sales. Media reports estimate that the privately held Covey
Leadership Center had revenues in 1995 of over $75 million and that the
privately held Career Track had revenues over $70 million. There is no
assurance the Company will reach revenue levels of the companies described in
this paragraph.

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<PAGE> 25
OPERATION SYSTEMS

The Company employs 25 persons full time, including its executive officers, and
10 persons part-time. All employees have written contracts. The term of these
contracts for employees other than Mr. Hailey and Mr. Anderson is for a period
of thirty days. The contracts are automatically renewed unless terminated by
either party upon five day's written notice. Mr. Hailey's and Mr. Anderson's
employment contracts are for a term of four years. (See "Management -
Employment Contracts.") The contracts with employees contain noncompete
provisions as well as agreements by the employee not to use the Company's trade
secrets and proprietary information.

Certain individuals are hired from time to time as independent contractors to
assist the Company in the presentation of its seminars. The Company does not
view these independent contractors as employees for federal income tax
withholding purposes.

FACILITY AND EQUIPMENT LEASES

The Company has entered into a lease, effective January 1, 1995, for the
Company's campus and principal offices with Walter B. Hailey, Jr. The terms of
the lease provide that the Company will pay $8,000 per month. The lease is for
a ten-year period and at the option of the Company can be renewed with two
ten-year renewal options. The terms of the lease provide that the Company pays
all operating expenses, taxes and insurance related to the property. The terms
of this lease were not negotiated on an arm's length basis. The lease has been
ratified by disinterested, independent directors.

25
<PAGE> 26
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following states information on beneficial ownership of Company Common
Shares at Prospectus date, by each executive officer and director, all
executive officers and directors as a group, and by all persons who own
beneficially more than five percent of the Common Shares. All persons listed
are officers and/or directors; each has sole voting and investment power with
respect to the Shares indicated.

<TABLE>
<CAPTION>
Shares Owned Shares Owned Percentage
Before After Owned After
Offering Offering Offering
-------- -------- --------
Name and Address Min. Max.
- ---------------- (300,000) (800,000)
------- -------
<S> <C> <C> <C> <C>
Walter B. Hailey, Jr. 2,200,000 2,200,000 62.86% 55.00%
Canyon Springs Ranch
West Drive
Hunt, Texas 78024

Steven J. Anderson 800,000 800,000 22.86% 20.00%
Canyon Springs Ranch
West Drive
Hunt, Texas 78024

Other shareholders 200,000 200,000 5.71% 5.00%
</TABLE>

MANAGEMENT

<TABLE>
<CAPTION>
===========================================================================================================
NAME AGE DIRECTOR SINCE POSITION WITH COMPANY
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Steven J. Anderson 30 1993 Director, President, Treasurer (1)
- -----------------------------------------------------------------------------------------------------------
T. W. Eubank 53 1996 Director (1)
- -----------------------------------------------------------------------------------------------------------
Walter B. Hailey, Jr. 68 1988 Director, Chairman of the Board, Secretary
- -----------------------------------------------------------------------------------------------------------
David A. Keener 71 1996 Director (1)
===========================================================================================================
</TABLE>

(1) All Directors and Officers serve one-year terms.

26
<PAGE> 27
BOARD OF DIRECTORS

Walter Hailey, Director, Chairman of the Board. Mr. Hailey has been a
Director and Secretary of the Company since 1989 and Chairman of the
Board since 1993. In 1965, Walter Hailey purchased Lone Star Life
Insurance Company and founded Planned Marketing Associates Inc.
(unrelated to the Company), the first wholesale food insurance
marketing system of its type in the United States. Through the
development and execution of the N.E.E.R. Marketing System, Lone Star
Life sold over one billion dollars in insurance in fewer than eight
years. Lone Star Life went public in 1971 and was sold in 1973 to the
K-Mart Corporation for approximately $78 million. Hailey went on to
co-found two other public companies: American Physicians Service
(API), a medical malpractice insurance company in 1978; and Sunbelt
Oil & Gas Company in 1981, which subsequently became Coda Energy, Inc.
Coda Energy was acquired by an affiliate of Enron Corporation in 1996
for approximately $280 million. In 1988, Mr. Hailey founded Planned
Marketing Associates, Inc. to market and conduct business training
seminars at his Canyon Springs Ranch and locations around the world.

Steven Anderson, Director, President and Treasurer. Mr. Anderson has
been a Director and President/Treasurer since 1993. Mr. Anderson
joined the Company in 1989. He graduated with honors from the
University of Utah and during his last year in college, conducted an
in-depth study of sixty-two entrepreneurs and companies in America.
This study in success became the basis for the Company's business
plan. He has been responsible for developing the Company's business
plan, establishing its long-range goals, and designing a solid
management system for implementation of both.

He has been responsible for hiring and training a management staff and
a nationwide force of sales producers; assembling and guiding a
production team and collaborating with a literary and marketing
support crew. He coordinated Walter Hailey's Hill Country ranch, the
Company's headquarters, with the inner workings of a technically
advanced computer and software system which backs up the Company's
telemarketing team, accounting department, and product inventory and
shipping division.

David Keener, Director. Mr. Keener was elected Director of the
Company in February, 1996. David Keener was General Manager of
Affiliated Foods of Dallas, Texas from 1959 to 1965. Under his
leadership, Affiliated Foods grew from approximately two hundred
member stores to over nine hundred member stores with approximately
$300 million in sales. In 1965, he left Affiliated Foods to co-found
an insurance holding company which became Planned Marketing
Associates, Inc. He was responsible for internal management,
expansion and operational growth of the company nationwide. Mr.
Keener was President of Planned Marketing Associates, Inc. from 1971
to 1974. After the sale of Planned Marketing Associates, Inc.
(unrelated to the Company) in 1973 to K-Mart Corporation, he
co-founded American Physicians Service (API) and the company that
later became Coda Energy. K- Mart Corporation subsequently
discontinued the use of the name, "Planned Marketing Associates, Inc."
For the past 5 years Mr. Keener has acted as a Director of CODA
Energy, Inc. and a principal and Director of National Insurance
Counselors, Inc.

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<PAGE> 28
Ted Eubank, Director. Mr. Eubank was elected Director of the Company
in February, 1996. Ted Eubank was a Certified Public Accountant with
Deloitte, Haskins and Sells from 1965 to 1970. He joined Lone Star
Life Insurance Company and Planned Marketing Associates Inc. in 1970
where he served in various capacities including Chief Financial
Officer until 1981. During that time he managed the financial needs
of a public company. He successfully helped negotiate the sale of the
company to K-Mart in 1973 for approximately $78 million and continued
as a key executive in the company until 1981. He co-founded Coda
Energy, Inc., an oil and gas company, in 1981 with Walter Hailey and
David Keener and served in various capacities including President and
Director until the sale of Coda in 1996. In 1995, he successfully
helped negotiate the sale of Coda Energy, Inc. to an affiliate of
ENRON Corp. for approximately $280 million.

NATIONAL MARKETING ADVISORY BOARD

The National Marketing Advisory Board assists the Company in expanding
niche markets for the Company's products. It assists the Company in developing
new markets as well as assisting in the research and development of new
products for new and existing markets. The National Marketing Advisory Board
assists the Company in developing mutually beneficial marketing relationships
with other organizations.

McHenry Lee, D.D.S.(51). Dr. Lee has been working with the Company
since 1990. Dr. Lee is a co-founder of the Company's Dental Division
and a 1972 graduate of Baylor College of Dentistry, Dallas, Texas. A
third generation dentist, Dr. Lee has given over 100 lectures in the
United States and Canada on soft-tissue management, treatment case
acceptance and practice marketing. He maintains a full-time practice
in Edna, Texas. A pioneer in the field of periodontal disease
treatment, Dr. Lee founded McHenry Laboratories, Inc. which
developed, and also markets, the antimicrobial agent, ORA-5. In the
early 1990's, Dr. Lee assisted in the development of the Company's
Dental Boot Kamp and he designed the Company's dental curricula. He
is responsible for coordinating the research and development of the
Company's new dental products and services and is the co-designer of
the Company's Practice Implementation Program (PIP). He oversees the
selection and training of dental seminar presenters and facilitators.
In addition, Dr. Lee is a principal presenter and trainer at the
Dental Boot Kamp seminars. Since 1991, Dr. Lee has practiced
dentistry full time in his practice in Edna, Texas, has assisted in
conducting the Company's Dental Boot Kamp seminars on weekends, and
developed the Company's dental curricula.

Joleen Jackson (49. Ms. Jackson has been working with the Company
since 1990. Joleen Jackson, a seventeen- year veteran in dental
office administration and chairside assisting, is a co-founder of the
Company's Dental Division and Director of the Team and Staff Division.
Ms. Jackson leads the Company's telemarketing department by being one
of the Company's top sales producers. She coordinates and designs
team/ member-related dental products and staff-specific training
manuals and curricula. She is a presenter and team trainer at the
Company's Dental Boot Kamps and has become well known for her ability
to relate to dental staff members as a result of her years of

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<PAGE> 29
experience. From 1991 to 1994, Ms. Jackson worked full time as a
dental practice administrator. During this time she also worked
weekends for the Company in assisting in the Dental Boot Kamps. In
1994 she became a full time employee of the Company.

Donna B. Blue(45). Ms. Blue has been working with the Company since
1991. Donna Blue has twenty-five years of experience in sales,
marketing and corporate communications. She has been a million dollar
sales producer in residential real estate in Huntsville, Alabama. She
has owned a publishing company comprised of forty-five employees. She
has worked as a sales executive for L.M. Berry Company, a division of
Bell South. She is the founder and director of the Company's Eagle
University Program for young adults (age 13 years to 25 years). This
four-day program is designed to provide young adults with the
necessary tools to navigate both their careers and personal lives.
Since 1991 Ms. Blue has been on the Company's sales team focusing
primarily on the Company's Eagle University program for young adults.

Jeffrey C. Gray, D.D.S. (36). Dr. Gray has been involved with the
Company since 1994. Dr. Jeffrey Gray, a 1986 graduate of the
University of California at San Francisco, School of Dentistry,
coordinates public relations and promotes the Company's Boot Kamps
within the dental industry. In 1988, Dr. Gray purchased a general
practice in La Mesa, California. He recently was accepted into the
Institute of Cosmetic Dentistry in Las Vegas, Nevada. Since 1994, Dr.
Gray has been featured in newspapers and radio/television new programs
recognizing him for his work in dentistry and his contribution to his
local community by promoting one of this country's first homeless
dental clinics, sponsored by MacDonald Corporation and the St. Vincent
De Paul Society. Since 1991, Dr. Gray has practiced dentistry full
time in his practice in La Mesa, California. He has assisted the
Company on weekends in presenting seminars. He has also represented
the Company at dental industry meetings.

Erla Kay (45). Erla Kay is Senior Publisher of Dental Practice
Management and Oral Health, Canadian publications for the dental
profession. During her twenty-five years with Southam, Inc. she has
developed magazines for a wide variety of Canadian professions and
industries and was the first woman in the company to achieve the title
of Publisher. She was the first woman to be elected to the Board of
the Dental Industry Association of Canada and served as President from
1993-95. She is a member of the Canadian Business Press and the
Canadian Advertisers Association. She coordinates Planned Marketing
seminars and activities in Canada. Since 1991 she has worked as the
Senior Publisher of Dental Practice Management and Oral Health
Magazine. In addition sh has coordinated the Company's seminars in
Canada.

Gregory B. Anderson(45). Mr. Anderson has been involved with the
Company since 1994. Greg Anderson has spent over twenty years in
product development, sales and marketing, including extensive work in
the development of sales and training aids. Specializing in the
development and brokerage of emergency medical facilities and
commercial real estate, Mr Anderson was previously Vice President of
Sales and Marketing for Anderson Child Wallace, Inc. and Vice
President of Corporate Sales for Zions First National Bank. As
Executive Vice President of Anderson Marketing, Inc. and its training
company, Jump Start Training International, Mr. Anderson was

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<PAGE> 30
responsible for the creation, development and production of a full
line of sales and training materials for use all over North America,
Taiwan, Hong Kong, Australia, Japan and designated areas in Europe.

As the National Director of Sales and Marketing and a member of the
Executive Committee, Mr. Anderson helped guide and manage the growth
of The Duplication Group. Through its operating companies, Cassette
Productions, Software Duplicators and the One Off CD Shops
International, The Duplication Group offers the mass duplication of
audio tape, video tape, software and compact disc.

Since 1991, Mr. Anderson has been responsible for the development,
production, packaging and fulfillment of the Company's sales and
training aids using all four duplicated media. He is currently
coordinating the Company's efforts in establishing a presence on the
Worldwide Web. Mr. Anderson is director of the Crown Council and
manager of product development and production for the Company.

Philip V. Korpi, D.D.S. (39). Dr. Korpi has been involved with the
Company since 1994. Dr. Philip Korpi, a 1982 graduate of the
University of Washington, School of Dentistry, is a prominent general
dentist in Seattle, Washington. Dr. Korpi, a tutor of sales and
marketing techniques, has consulted with hundreds of dentists in his
three-year association with the Company. His technical and business
expertise and vision for achieving a successful practice is
communicated on an individual basis to Dental Boot Kamp participants
to assist them with case acceptance and the development of new
patients. A professional writer and published cartoonist, Dr. Korpi
is the editor of the Company's subscription newsletter, The Dental
Success Leader. Since 1991 Dr. Korpi has practiced dentistry full
time in his practice in Seattle, Washington.

Janice Sloan(43). Ms. Sloan has been involved with the Company since
1993. Janice Sloan is co-designer and director of the Company's
Dental Practice Implementation Program (PIP). The PIP program, which
was initiated in July 1995, is a twelve week or, twenty-four week
support plan designed for Boot Kamp dentists who require coaching
while re-training their team members to perform the principles learned
at the Company's seminars. The PIP program includes a dental practice
training manual, the PIP audio series, and weekly tele-coaching
support by Janice Sloan. Ms. Sloan has twenty years' previous
experience in the dental profession working as a chairside assistant
and office administrator. During 1993-1994 Ms. Sloan was employed as
a dental practice administrator while working at Company seminars on
weekends. She joined the Company full time in April of 1995 to head
the PIP program.

MARKETING SUPPORT TEAM

The Marketing Support Team brings together for the Company's benefit a
wide range of expertise to the marketing and product development efforts of the
Company. The Marketing Support Team coordinates product development activities
and the marketing efforts to ensure consistency of the Company's activities and
sufficiency of services offered by the Company.

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<PAGE> 31
Marlon Sanders. Marlon Sanders has a marketing and direct response
background. He writes sales letters and develops marketing strategies
for the Company. He received a B.A. in Journalism and a Masters in
Psychology from the University of Central Oklahoma, in 1982. Mr.
Sanders' marketing expertise incorporates on-line advertising sales.
He also presents seminars on How to Market on the Internet. In
addition, he publishes, The Marlon Sanders Newsletter, a comprehensive
marketing and business review.

John Woods. Served eight and a half years with the United States
Naval Submarine Service and Special Warfare unit. He then worked as a
consultant for the Department of Defense and the University of
Washington, APL. He then became Director of Broadcast Operations at
the Hospital Satellite Network in Los Angeles for four years before
becoming a literary and talent agent for the Gage Group for the next
four years. Presently a freelance writer and producer in Dallas,
Austin and San Antonio, he is also an audio engineer. As the
co-designer for the Company's Practice Implementation Program (PIP),
he has written and produced twenty-four video programs and two audio
tape series -- Dental Tele-Pro and Objections as Opportunities.

Kirpal Gordon. Kirpal Gordon is an experienced New York writer and
former Professor of English at Fordham University. He has been a
member of the Foundation of Feedback Learning and served as
contributing editor to their tide periodical, The Communicator. He
has been the editor of several journals and community magazines. His
book reviews, essays, poems and stories have appeared widely in
various publications.

Vicki Audette. Vicki Audette, formerly a television producer and TV
personality in Minneapolis, Minnesota, is the author of three
non-fiction books. DRESS BETTER FOR LESS, her first, was an alternate
selection of the Literary Guild. Syndicated though King Features, the
first serial rights were sold to Family Circle Magazine. Her national
television experience includes several appearances on the Oprah
Winfrey Show, Lifetime Cable Network and the 700 Club. During her
twelve-year association with Hubbard Broadcasting in Minneapolis, she
developed a popular television feature with a local audience. In
1982, she designed a consumer information program for the Salvation
Army Thrift Stores in Minneapolis. Her promotion and marketing
strategy included speaking to over one hundred Twin Cities
organizations. Currently a Texas resident, Ms. Audette is a
contributing freelance writer for the Company's Crown Council
Newsletter, Inner Circle, and she coordinates product packaging and
production.

Mike Steere. Mike Steere is a freelance writer. He has written for
VIP and Dallas Life magazines. He has a syndicated column entitled
Venturing that is carried by the United Press Syndicate in newspaper
travel sections. He has been a correspondent contributor to Outside
magazine, the New York Times Sunday magazine and electronic
publications on the Internet World Wide Web. He has provided editing
assistance to the Company in the publication Of Breaking the
No-Barrier. He has also contributed to the Company's Dental
Persuasion newsletter.

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<PAGE> 32
JoAn Pickett-Majors. JoAn Pickett-Majors has been working in the
dental field for fifteen years. She has had prior experience in
dental office management and as a dental assistant. She was a part
owner of an insurance information service company. She presently is a
coordinator and organizer of the Dental Book Kamps for the Company.

Mitch Sigler. Mitch Sigler is a sales executive who specializes in
doctor/client marketing. In 1991, he joined Mercer Global Advisors, a
financial management firm. He participated in Mercer's expansion,
adding four regional offices around the country, and was responsible
for hiring and training the new sales teams. He joined the Company in
1996 and opened a branch office in Santa Barbara, California to enroll
new doctor/client businesses for Boot Kamp seminars.

Suzanne Bush Black. Suzanne Black owned a Georgia-based consulting
firm specializing in privately held service businesses (health care,
private practice, property management, legal professionals and CPA's)
with a focus on leadership, team development and operations
management. In 1974, she completed her Masters Degree in
Communication Management from the University of Southern California.
Following her graduation, she was employed by an international
training company and was responsible for their national sales program.
Ms. Black was a finalist in the 1978 Outstanding Young Women of
America program. She joined the Company in 1996 to develop
new-business oriented programs and to organize sales and leadership
seminars for expanded audiences.

EMPLOYMENT CONTRACTS

Mr. Hailey and Mr. Anderson each have entered into contracts with the Company
with a term that expires on January 31, 2001. These contracts will be renewed
for additional one-year terms unless either party gives six months' written
notice prior to their expiration. Mr. Hailey's contract has a base salary of
$90,000, and Mr. Anderson's contract has a base salary of $120,000. Mr. Hailey
and Mr. Anderson have each agreed not to compete with the Company in the event
of the termination of their contracts for a period of two years following the
date of termination. In addition, Mr. Hailey and Mr. Anderson have agreed to
not use Company trade secrets or proprietary information in any other activity.
Mr. Hailey and Mr. Anderson work full-time for the Company.

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<PAGE> 33
EXECUTIVE COMPENSATION

The following table summarizes for the three fiscal years ended December 31,
1995 the compensation paid to the Company's chief executive officer and the
four most highly compensated executive officers other than the chief executive
officer.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION

OTHER ANNUAL ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------------- ---- ------ ----- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Walter B. Hailey, Jr. 1995 $90,000 $-0- $-0- $-0- $786,297(1)
Chairman of Board 1994 $-0- $-0- $-0- $-0- $66,195(1)
1993 $-0- $-0- $-0- $-0- $29,943(1)

Steven J. Anderson 1995 $120,000 $-0- $-0- $-0- $262,097(1)
President 1994 $-0- $-0- $-0- $-0- $22,065(1)
1993 $-0- $-0- $-0- $-0- $2,730(1)
</TABLE>

(1) Represents distributions to shareholders of which a significant
portion will be used to pay Federal Income Taxes on income earned
during the period of time the Company is taxed as an "S" Corporation
under the Internal Revenue Code. Does not include the value of
personal benefits which are less than $3,000 to each person.

INCENTIVE STOCK OPTION

Incentive Stock Options ("ISO") are granted pursuant to a plan ("Plan") that
specifies that an aggregate number of 100,000 shares of the Company's Stock may
be issued under the Plan and defines the class of employees who are eligible to
receive ISO. An employee granted an ISO may not exercise it prior to the third
anniversary date of his or her employment. Thereafter, the ISO may be
exercised at the rate of 20% as of each succeeding employment anniversary date.
The ISO cannot be exercised after the expiration of ten years from the date it
is granted. The ISO exercise price must be not less than the fair market value
of the stock covered by it on the date an option is granted, may be exercised
only by the optionee during the optionee's lifetime and employment with the
Company and cannot be transferred by the optionee. To achieve favorable tax
benefits, an optionee cannot make any disqualifying disposition of stock
received upon the exercise of an ISO within two years from the date the ISO is
granted or one year from the date the stock covered by the option is
transferred to the optionee. Certain additional limitations apply to an
optionee of an ISO who owns more than 10% of the total combined voting power of
all classes of stock of the Company. Shareholders must approve any later
amendments which increase the aggregate number of shares which may be issued
under the Plan or which change the eligibility requirements of the Plan. If
the employee owning stock received upon the exercise of an ISO does not make a
disqualifying disposition, the difference between the exercise price and the
proceeds from any sale should be taxed as capital gains (if

33
<PAGE> 34
the stock was a capital asset in the employee's hands). No deduction for the
Company is allowed in connection with any grant, exercise, or disposition of
stock received under an ISO if the relevant provisions of the Internal Revenue
Code are satisfied.

WARRANTS

David A. Keener was issued warrants on January 30 1996 to purchase 5,000 shares
of common stock at $5.00 a share and 5,000 shares of common stock at $7.50.
These warrants expire on January 29, 2001.

T. W. Eubank was issued warrants on January 30, 1996 to purchase 10,000 shares
of common stock at $5.00 a share, 10,000 shares of common stock at $7.50 a
share, 10,000 shares of common stock at $8.75 a share and 10,000 shares of
common stock at $10.00 a share. These warrants expire on January 29, 2001.

The Company has authorized warrants for 100,000 shares of common stock for its
independent directors. These director warrants will vest three years after
issuance at 20% per year. The director warrants will be issued on a pro rata
basis to each independent director then serving. They will be exercisable at
the rate of $5.00 per share. They will expire five years after issuance.

The Company has authorized warrants for a total of 100,000 shares of common
stock for its Advisory Board members. Each Advisory Board member will be
eligible to receive 5,000 warrants. These warrants are exercisable after an
individual serves three years upon the Advisory Board. The warrants will be
exercisable at the rate of 1,000 shares per year at a price of $5.00 per share.
They will expire five years after issuance.

The Company has no other compensation arrangements.

DESCRIPTION OF SECURITIES

The Company is a Texas corporation, authorized to issue 20,000,000 Common
Shares, $0.01 par value. Holders of Common Shares are entitled to one vote for
each share held of record on all matters presented to shareholders.

Holders of Common Shares are entitled to receive pro rata such dividends as may
be declared by the board of directors out of funds legally available therefor
and, in the event of liquidation, to share pro rata in the distribution of
Company assets after payment of liabilities. Holders of Common Shares do not
have cumulative or preemptive rights to subscribe to purchase additional
securities of the Company. All the outstanding Common Shares are, and those
offered hereby will be upon issue, fully paid and nonassessable.

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<PAGE> 35
PREFERRED SHARES

The Company is authorized to issue 5,000,000 Preferred Shares, $0.01 par value,
in series, with the rights and preferences to be fixed by the board of
directors by appropriate resolutions and filings pursuant to Texas law. The
issuance of Preferred Shares could adversely effect, among other things, the
rights of existing stockholders or could delay or prevent a change in control
of the Company without further action by the stockholders. The issuance of
Preferred Shares could decrease the amount of earnings and assets available for
distribution to holders of Common Shares. In addition, any such issuance could
have the effect of delaying, deferring or preventing a change in control of the
Company and could make the removal of the present management of the Company
more difficult. The Company has no current plans to issue any Preferred
Shares. The Board of Directors without shareholder approval can issue
Preferred Shares with voting and conversion rights which could adversely affect
the voting power of the common shareholders.

TRANSFER AGENT

The transfer agent for the Common Shares is American Stock Transfer Company.

CERTAIN TRANSACTIONS

STOCK SPLIT

The Company's Board of Directors approved a resolution on January 24, 1996
authorizing a thirty-two-for-one split of the Company's common stock to such
shareholders. This resulted in the shareholders being issued thirty-one
additional shares of common stock for each share held. All references in this
Prospectus relating to shares of common stock have been adjusted for this stock
split.

TEMPORARY LEASE

The Company has leased Mr. Hailey approximately 800 square feet for living
quarters while Mr. Hailey completes construction of his home near the Company's
offices. Mr. Hailey's lease rate is $10.00 per square foot. The rate is
considered by the Company to be at market rate.

FUTURE TRANSACTIONS

The Company's Board of Directors has passed a resolution that all future
transactions, including loans, between the Company and its officers, directors
and principal stockholders and their affiliates will be approved by a majority
of the Board of Directors, including a majority of the independent and
disinterested directors of the Board of Directors, and will be on terms no less
favorable to the Company than could be obtained from unaffiliated third
parties.

The Company has passed a resolution undertaking to not issue any options and
warrants in excess of 15% of the outstanding shares to officers, directors,
employees, 5% shareholders or affiliates for a one year period following the
effective date of its public offering. In addition, the Company will not grant
options or warrants to officers, directors, employees, promoters, 5%

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<PAGE> 36
shareholders or affiliates with an exercise price of less than 85% of the fair
market value of the shares.

PLAN OF DISTRIBUTION

The Shares will be offered through (a) the Company's officers who will
receive no commission, bonus or other separate compensation in connection
therewith and (b) Brazos Securities, Inc., a member of the National Association
of Securities Dealers, Inc. for the purpose of selling the Shares. In those
states where sales must be made through a licensed broker dealer, investors are
advised to contact Brazos Securities, Inc. for information concerning this
offering. Subject to certain conditions, Brazos Securities, Inc. will receive
an underwriting fee equal to 1% of the gross proceeds of all Shares sold. In
addition, Brazos Securities, Inc. will receive sales commissions equal to 3% of
the gross proceeds of Shares sold to customers of Brazos Securities, Inc., and
individuals who otherwise purchase Shares that are assisted by Brazos
Securities, Inc. while purchasing such Shares.

Brazos Securities, Inc. will receive 10,000 warrants exercisable 12
months after the closing of the offering for 10,000 shares of common stock at
$6.00 per share of common stock with an expiration date of five years from the
Effective Date of the Offering and 10,000 warrants exercisable 12 months after
the Effective Date of the offering for 10,000 shares of common stock at $8.00
per share of common stock with an expiration date of five years from the
Effective Date of the Offering. The warrants will contain piggyback rights for
registration of the underlying common stock when the Company files its next
registration statement. This registration right will expire 7 years from the
Effective Date of this Offering. The Warrants are not transferable except to
officers and directors of Brazos Securities, Inc.

Brazos Securities, Inc. will receive payment for all reasonable
expenses incurred in the Offering including but not limited to filing fees and
costs associated with registering Brazos Securities, Inc. in states in which
Brazos Securities, Inc. is requested to offer Shares by the Company.

All funds received by the Underwriter(s) will be transmitted not later
than noon on the first business day after receipt, to River Oaks Trust Company,
according to terms of an Escrow Agreement with River Oaks Trust Company. All
checks from investors must be made payable to "Planned Marketing Associates,
Inc. - Escrow Account."

Subscriptions for Shares will be held in an interest bearing escrow
account pending receipt by the Company of the minimum $1,500,000 (or 300,000
Shares) in subscriptions for Shares and pending acceptance of the subscription
and will be returned promptly with interest, if the minimum is not achieved, if
the subscription for Shares is not accepted by the Company or if the Offering
is otherwise terminated by the Company. The Company intends to accept valid
subscriptions for Shares continuously during the Offering Period, after
achievement of the minimum amount of Share subscriptions. The Company reserves
the right to restrict or reduce the amount of Shares sold to any subscriber.

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<PAGE> 37
LITIGATION

The Company is not a party to any pending litigation and is not aware
of any threatened litigation.

LEGAL MATTERS

Certain legal matters with respect to the validity of the Shares
offered hereby are being passed upon by the Company by Malouf Lynch Jackson
Kessler & Collins, P.C., Dallas, Texas.

EXPERTS

The financial statements of the Company which appear in this
Prospectus have been included, to the extent and for the periods indicated in
its reports, in reliance upon the report of Lightfoot Guest Wagner & Co., P.C.,
independent certified public accountants appearing elsewhere herein, and upon
the authority of such firm as experts in accounting and auditing.

INDEMNIFICATION

The corporation shall indemnify and advance expenses to, in accordance
with applicable law, particularly Article 2.02-1 of the Texas Business
Corporation Act, any person who was, is, or is threatened to be made a named
defendant or respondent in a proceeding because he is or was a director or
advisory director of the corporation, or because, while a director of the
corporation, he is or was serving at the request of the corporation as a
director, advisory director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise. Such person shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the Texas
Business Corporation Act or the Texas Miscellaneous Corporation Laws Act, as
the same may exist or may hereafter be amended but, in the case of any such
amendment, only to the extent such amendment permits the corporation to provide
broader indemnification than said laws permitted the corporation to provide
prior to such amendment.

If a claim is not paid in full by the corporation within thirty (30)
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring an action against the corporation to recover
the unpaid amount of the claim and, if successful, the claimant shall be
entitled to his expenses of prosecuting such claim. It shall be a defense to
any such action that the claimant has not met the standards of conduct required
for such indemnification under the Texas Business Corporation Act or the Texas
Miscellaneous Corporation Laws Act.

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<PAGE> 38
To the extent required by applicable law, the corporation shall
indemnify and advance expenses to an advisory director, officer, employee or
agent who is not a director, or to persons who are not or were not directors,
officers, employees or agents of the corporation, but who are or were serving
at the request of the corporation as a director, advisory director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise. Further,
the corporation may indemnify and advance expenses to advisory directors,
officers, employees, agents or such persons, who are not directors, to the same
extent that it may indemnify and advance expenses to directors, but only to
such extent, consistent with law, as may be provided by its Articles of
Incorporation, Bylaws, general or specific action of the board of directors, or
contract or as permitted or required by common law.

The corporation may purchase and maintain insurance or another
arrangement on behalf of any person who is or was a director, advisory
director, officer, employee, or agent of the corporation or who is or was
serving at the request of the corporation as a director, advisory director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the corporation would have the power to indemnify him against that liability
under the Texas Business Corporation Act or the Texas Miscellaneous Corporation
Laws Act.

Any indemnification of or advance of expenses to a director of the
corporation shall be reported in writing to the shareholders with or before the
notice or waiver of notice of the next shareholders' meeting or with or before
the next submission to shareholders of a consent to action without a meeting
and, in any case, within the twelve (12) month period immediately following the
date of the indemnification or advance.

AVAILABLE INFORMATION

Pursuant to provisions of the 1933 Act, the Company has filed a
registration statement on Form SB-2 with the Securities and Exchange Commission
(file no. 333-2848) relating to the offer and sale of the Common Shares by
means of this Prospectus, which comprises part of such registration statement.
This Prospectus does not contain all the information set forth in the
registration statement, certain portions of which have been omitted from the
Prospectus as permitted by Commission rules and regulations. For further
information regarding the Company and the securities offered by this
Prospectus, reference is made to the registration statement on Form SB-2 and
its exhibits, which may be inspected without charge at the Commission's
principal office at 450 Fifth Street N.W., Judiciary Plaza, Washington D.C.
20549. Copies of such items may be obtained from the Commission upon payment
of prescribed fees.

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Index to Financial Statements

<TABLE>
<CAPTION>
Page
<S> <C>
REPORT OF INDEPENDENT AUDITORS F-2

Balance Sheets as of December 31, 1994 and 1995 and March 31, 1996 (Unaudited) F-3
Statements of Income and Retained Earnings for the Years Ended December 31,
1994 and 1995 and the Three Months Ended March 31, 1995 and 1996 (Unaudited) F-5
Statements of Cash Flows for the Years Ended December 31, 1994 and 1995
and for the Three Months Ended March 31, 1995 and 1996 (Unaudited) F-7
Notes to Financial Statements F-8
</TABLE>

F-1
<PAGE> 40

[Lightfoot Guest Wagner & Co. Letterhead]

Report of Independent Auditors

The Board of Directors and Shareholders
Planned Marketing Associates, Inc.

We have audited the accompanying balance sheets of Planned Marketing
Associates, Inc. as of December 31, 1995 and 1994, and the related statements
of income and retained earnings and cash flows for the years then ended. 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 Planned Marketing Associates,
Inc. at December 31, 1995 and 1994, and the results of their operations and
their cash flows for the years then ended in conformity with generally accepted
accounting principles.

/s/ Lightfoot Guest Wagner & Co., P.C.
- --------------------------------------
March 6, 1996
(March 18, 1996 as to Note 6)

F-2
<PAGE> 41
Planned Marketing Associates, Inc.

Balance Sheets

<TABLE>
<CAPTION>
March 31, Pro Forma
December 31, 1996 March 31,
1994 1995 (Unaudited) 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 492,618 $ 979,380 $1,497,276 $1,347,276(A)
Accounts receivable - trade, less
allowance for doubtful accounts
of $22,750 225,043 177,094 286,165 286,165
Inventories 49,457 57,285 76,425 76,425
Prepaid expenses 14,176 115,167 209,390 209,390
Deferred taxes -- -- -- 340,000(B)
---------- ---------- ---------- ----------
Total current assets 781,294 1,328,926 2,069,256 2,259,256

Property and equipment, less
accumulated depreciation and
amortization of $106,982,
$144,434, and $157,184
in 1994, 1995 and 1996,
respectively (Note 2) 99,331 144,051 211,434 211,434

Other assets:
Accounts receivable - affiliate (Note 4) -- 30,000 30,000 30,000
Due from officers and shareholders 14,665 15,480 14,425 14,425
Due from employees 3,710 2,550 2,250 2,250
Other 1,496 1,986 1,986 1,986
---------- ---------- ---------- ----------
Total other assets 19,871 50,016 48,661 48,661
---------- ---------- ---------- ----------
Total assets $ 900,496 $1,522,993 $2,329,351 $2,519,351
========== ========== ========== ==========
</TABLE>

(A) Reflects distribution of $150,000 to shareholders in April 1996.

(B) The net deferred tax asset consists of:
<TABLE>
<S> <C>
Deferred Tax Assets:
Unearned income $450,000
Accounts payable 24,000
Accrued expenses 56,000
--------
Total Deferred Tax Assets 530,000

Deferred Tax Liabilities:
Accounts receivable 108,000
Prepaid expenses 65,000
Depreciation 17,000
--------
Total Deferred Tax Liabilities 190,000
--------
Net Deferred Tax Asset $340,000
========
</TABLE>

See notes to financial statements.

F-3
<PAGE> 42
Planned Marketing Associates, Inc.

Balance Sheets (continued)

<TABLE>
<CAPTION>
March 31, Pro Forma
December 31, 1996 March 31,
1994 1995 (Unaudited) 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 86,048 $ 50,013 $ 64,494 64,494
Accrued expenses 11,032 71,896 151,094 151,094
Unearned revenue 314,223 953,236 1,198,109 1,198,109
---------- ---------- ---------- ----------
Total current liabilities 411,303 1,075,145 1,413,697 1,413,697
---------- ---------- ---------- ----------

Commitments and contingencies (Note 3) -- -- -- --

Shareholders' equity (Notes 5 and 6):
Preferred stock, $.01 par value,
5,000,000 shares authorized,
no shares issued -- -- -- --
Common stock, $.01 par value;
20,000,000 shares authorized;
100,000 shares and 3,200,000
issued and outstanding in 1994,
1995 and 1996, respectively 1,000 32,000 32,000 32,000
Paid-in capital (Note 4) 306,000 306,000 306,000 1,073,654(C)
Retained earnings 182,193 109,848 577,654 --
---------- ---------- ---------- ----------
Total shareholders' equity 489,193 447,848 915,654 1,105,654
---------- ---------- ---------- ----------

Total liabilities and shareholders' equity $ 900,496 $1,522,993 $2,329,351 $2,519,351
========== ========== ========== ==========
</TABLE>

(C) Reflects increase for deferred tax asset ($340,000) and a reduction
for distribution to shareholders ($150,000) in April 1996.

See notes to financial statements.

F-4
<PAGE> 43
Planned Marketing Associates, Inc.

Statements of Income and Retained Earnings

HISTORICAL
<TABLE>
<CAPTION>
Three Months Ended March 31,
Years Ended December 31, (Unaudited)
1994 1995 1995 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Professional education and
seminars $ 1,975,501 $ 4,048,256 $ 967,029 $ 1,545,791
Merchandise sales 295,993 427,629 52,732 120,333
Other 14,888 63,221 8,821 18,621
----------- ----------- ----------- -----------
Total revenues 2,286,382 4,539,106 1,028,582 1,684,745
----------- ----------- ----------- -----------

Costs and expenses:
Professional education and
seminars 1,076,814 1,873,700 415,452 730,899
Cost of merchandise sold 75,013 119,028 15,059 26,538
Selling and marketing 189,800 287,842 39,259 117,162
Office and administrative 843,458 1,251,487 228,858 342,340
----------- ----------- ----------- -----------

Total costs and expenses 2,185,085 3,532,057 698,628 1,216,939
----------- ----------- ----------- -----------

Net income 101,297 1,007,049 329,954 467,806

Retained earnings, beginning
of period 169,156 182,193 182,193 109,848

Stock split (Note 5) -- (31,000) -- --

Distributions to shareholders
(Note 5):
Withdrawals for tax
payments (11,000) (723,426) -- --
Other, including monthly
distributions (77,260) (324,968) -- --
----------- ----------- ----------- -----------
Retained earnings, end
of period $ 182,193 $ 109,848 $ 512,147 $ 577,654
=========== =========== =========== ===========
</TABLE>

See notes to financial statements.

F-5
<PAGE> 44
Planned Marketing Associates, Inc.

Statements of Income and Retained Earnings (continued)

PRO FORMA (1)

<TABLE>
<CAPTION>
Years Ended December 31, Three Months Ended March 31,
1994 1995 1995 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Income (per above) $ 101,297 $ 1,007,049 $ 329,954 $ 467,806

Adjustment -

Provision for Federal income
taxes (1) (23,000) (331,000) (112,000) (159,000)
----------- ----------- ----------- -----------

Net Income 78,297 676,049 217,954 308,806

Retained earnings,
beginning of period 169,156 247,453 247,453 892,502

Stock Split (Note 5) -- (31,000) -- --
----------- ----------- ----------- -----------
Retained earnings,
end of period $ 247,453 $ 892,502 $ 465,407 $ 1,201,308
=========== =========== =========== ===========

Earnings per common share (2) $ 0.03 $ 0.21 $ 0.07 $ 0.10
=========== =========== =========== ===========
</TABLE>

(1) Reflects operations as if the Company had operated as a C Corporation.

(2) As adjusted to reflect stock split described in Note 5 of Notes to
Financial Statements and based on 3,200,000 shares outstanding.

See notes to financial statements.

F-6
<PAGE> 45
Planned Marketing Associates, Inc.

Statements of Cash Flows

<TABLE>
<CAPTION>
Three Months Ended March 31,
Years Ended December 31, (Unaudited)
1994 1995 1995 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash flow from operating
activities:
Net income $ 101,297 $ 1,007,049 $ 329,954 $ 467,806
Adjustments to reconcile
net income to net cash
provided by operating
activities -
Depreciation and
amortization 20,292 39,691 9,923 12,750
Changes in operating assets
and liabilities:
Accounts receivable (114,505) 47,949 (17,797) (109,071)
Due from officers and
shareholders 7,131 (815) (67,334) 1,055
Inventories (39,457) (7,828) (7,357) (19,140)
Prepaid expenses 11,801 (100,991) (19,338) (94,223)
Other assets (5,196) 670 300 300
Accounts payable 24,800 (36,035) 23,550 14,481
Accrued expenses 2,461 60,864 285,089 79,198
Unearned revenue 225,297 639,013 (162,355) 244,873
----------- ----------- ----------- -----------
Net cash provided by operating
activities 233,921 1,649,567 374,635 598,029
----------- ----------- ----------- -----------

Cash flow from investing activities:
Account receivable - affiliate -- (30,000) -- --
Purchase of property and
equipment (35,950) (84,411) (16,740) (80,133)
----------- ----------- ----------- -----------
Net cash used in investing activities (35,950) (114,411) (16,740) (80,133)
----------- ----------- ----------- -----------

Cash flow from financing activities -
Shareholders contribution to
capital (Note 4) 306,000 -- -- --
Distributions to shareholders (88,260) (1,048,394) -- --
----------- ----------- ----------- -----------
Net cash provided from (used in)
financing activities 217,740 (1,048,394) -- --
----------- ----------- ----------- -----------

Net increase in cash and
cash equivalents 415,711 486,762 357,895 517,896

Cash and cash equivalents,
beginning of period 76,907 492,618 492,618 979,380
----------- ----------- ----------- -----------
Cash and cash equivalents,
end of period $ 492,618 $ 979,380 $ 850,513 $ 1,497,276
=========== =========== =========== ===========
</TABLE>

See notes to financial statements.

F-7
<PAGE> 46
PLANNED MARKETING ASSOCIATES, INC.

Notes to Financial Statements
December 31, 1995 and 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Planned Marketing Associates, Inc. (the "Company"), a Texas corporation, was
incorporated on November 30, 1988. The Company, a professional development
corporation, was organized to present educational services and marketing and
sales training by sponsoring seminars, lectures, speeches and other related
activities to professional associations, their members, and other interested
parties at locations throughout North America. Approximately 80% of the
Company's revenues are generated from services and products for the dental
profession.

BASIS OF PRESENTATION

The accompanying financial statements are prepared on the accrual basis.
Professional education and seminar fees and directly related expenses are
deferred and recognized upon presentation of the seminar. Service program
revenues and newsletter subscriptions are recognized over the period of the
programs which range from six months to one year, or the term of subscription
which ranges from one to two years. Merchandise sales, primarily designed for
and purchased by seminar participants, are recognized on date of shipment.
Certain reclassifications have been made to amounts reported in the prior year
to conform to current year presentation.

Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenue and expenses.

CASH EQUIVALENTS

The Company considers all investments in money market accounts to be cash
equivalents.

ALLOWANCE FOR BAD DEBTS

The Company performs periodic reviews of its accounts receivable and provides
an allowance for losses on such receivables which have historically been within
management's expectations.

INVENTORY

The Company's inventories consist of merchandise purchased for resale and/or
distributed to attendees at the seminars. Inventories are carried at the lower
of cost (determined on a first in, first out basis) or market.

F-8
<PAGE> 47
PLANNED MARKETING ASSOCIATES, INC.

Notes to Financial Statements (continued)
December 31, 1995 and 1994

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are
provided using the straight-line and accelerated methods over the assets'
estimated useful lives of 3 to 7 years. Leasehold or similar improvements are
amortized over the term of the lease unless the useful life is a shorter
period.

INCOME TAXES

The Company, under the provisions of the Internal Revenue Code, elected to be
taxed as an "S" corporation. No corporate income taxes are paid as the
shareholders are taxed individually on their proportionate share of the
Company's taxable income, which includes unearned revenue. Under such
election, the Company's federal income or loss, on a cash basis, and tax
credits were passed through to the individual shareholders.

RECENT ACCOUNTING PRONOUNCEMENTS

Statements of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS No. 123), issued by the Financial Accounting
Standards Board (FASB), is effective for financial statements for fiscal years
beginning after December 15, 1995. The new standard establishes a fair value
method of accounting for stock-based compensation plans and for transactions in
which an entity acquires goods or services from non-employees in exchange for
equity instruments. At the present time, the Company has not determined if it
will change its accounting policy for stock-based compensation, or only provide
required financial statement disclosures; however, the Company does not expect
the adoption of SFAS No. 123 to have a material impact on the financial
statements.

2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:
<TABLE>
<CAPTION>
December 31,
1995 1994
--------- ---------
<S> <C> <C>
Data processing equipment and software $ 138,496 $ 65,105
Furniture, office and other equipment 89,870 84,139
Automobiles 52,544 52,544
Leasehold improvements 7,575 4,525
--------- ---------
Total 288,485 206,313
Less accumulated depreciation and amortization (144,434) (106,982)
--------- ---------
$ 144,051 $ 99,331
========= =========
</TABLE>

F-9
<PAGE> 48
PLANNED MARKETING ASSOCIATES, INC.

Notes to Financial Statements (continued)
December 31, 1995 and 1994

3. COMMITMENTS AND CONTINGENCIES

The Company has entered into operating leases for automobiles and other office
equipment. Future minimum lease payments under operating leases at December
31, 1995 are as follows:

<TABLE>
<CAPTION>
Operating
Leases
-------------
<S> <C>
1996 7,985
1997 7,985
1998 1,182
1999 -
</TABLE>

Rental expense for operating leases (except those with related parties and with
lease terms of a month or less) aggregated approximately $8,000 for each of the
years ended December 31, 1995 and 1994.

4. RELATED PARTY TRANSACTIONS

The Company occupies facilities, in which certain of its courses and seminars
were conducted, that were owned by the major shareholder of the Company. The
Company has agreed to pay operating expenses (including taxes, insurance, and
utilities), maintenance, cleaning, and other office occupancy costs. Such
expenses for the use of this facility aggregated approximately $86,000 and
$94,000 for the years ended December 31, 1994 and 1995, respectively.

Effective January 1, 1995, the Company entered into a triple net lease
agreement with its major shareholder for the lease of these facilities. Such
lease is for a ten year period ending in 2004 with two ten year renewal options
and requires a monthly fixed rental of $8,000.

During 1995, the Company purchased goods and services aggregating $102,000 from
companies associated with the brother of the President of the Company.

The Company has made an advance to a fifty-percent owned, non-consolidated
subsidiary and receives a royalty ($12,000 in 1995) from video presentations by
Company presenters and guests.

Costs and expenses for 1994 include officer salaries ($210,000) and lease
payments ($96,000) (comparable to amounts paid in 1995) as if such payments
were made during that year to reflect all costs of doing business and reflect
comparable amounts as a contribution to capital. See Note 6.

F-10
<PAGE> 49
PLANNED MARKETING ASSOCIATES, INC.

Notes to Financial Statements (continued)
December 31, 1995 and 1994

5. OTHER MATTERS

The Company maintains its cash in bank deposit accounts which, at times, may
exceed the federally insured limits. The Company has not experienced any
losses in such accounts. The Company believes it is not exposed to any
significant credit risk on cash and cash equivalents.

In January 1996, the Company's shareholders approved an amendment to the
Company's Certificate of Incorporation authorizing the issuance of five million
shares of Preferred stock and increasing the number of authorized shares of
common stock from one million to twenty million shares. In connection
therewith, the Company approved a thirty-two to one stock split, thereby
increasing the outstanding shares to 3.2 million from 100,000. All share
amounts reflect the stock split.

A significant portion of the distributions to shareholders represents amounts
used to pay their Federal income taxes for income earned during the period of
time the Company was taxed as an "S" corporation under provisions of the
Internal Revenue Code.

6. SUBSEQUENT EVENT

During 1996, the Company adopted a stock option plan providing for the granting
of stock options to officers and key employees. Compensation expense will not
be recognized at the time the options are granted because the option price per
share will represent the market value of the share at the date of grant. The
Plan permits the granting of options to purchase up to 100,000 shares of common
stock. Such options will become exercisable over a five year period from date
of grant.

In addition, the Company reserved 100,000 warrants to be granted to the Board
of Directors and 100,000 to be granted to the Advisory Board of Directors with
the expiration date and exercise price to be determined on the date of grant.

The Company entered into employment contracts with the Chairman of the Board
and President that expire January 31, 2001 and contain additional one year
renewal options unless either party gives written notice prior to their
expiration. The officers have agreed not to compete with the Company in the
event of termination of their contracts for a period of two years following the
date of termination nor use Company trade secrets or proprietary information in
any other activity. See Note 4.

F-11
<PAGE> 50
PLANNED MARKETING ASSOCIATES, INC.

Notes to Financial Statements (continued)
December 31, 1995 and 1994

INTERIM RESULTS (UNAUDITED)

The accompanying balance sheet as of March 31, 1996 and related statements of
income and retained earnings and cash flows for the three months ended March
31, 1995 and 1996, are unaudited. In the opinion of management, these
statements have been prepared on the same basis as the audited financial
statements and include all adjustments necessary (consisting only of normal
recurring adjustments) for the fair presentation of financial position, results
of operations and cash flows. The results of operations for the three months
ended March 31, 1996 are not necessarily indicative of the results which may be
expected for an entire year.

The following disclosures relate to the aforementioned unaudited interim
financial statements:

1. On March 29, 1996 the Company filed a Registration Statement on Form
SB-2 with the Securities and Exchange Commission ("SEC") to register a
minimum of 300,000 Shares or a maximum of 800,000 Shares of the
Company's common stock. The above referenced filing is Subject to
Completion and has not been approved by the SEC.

2. On January 30, 1996 the Company granted warrants to purchase a total of
50,000 shares at the following prices:

<TABLE>
<S> <C> <C> <C> <C>
Price per Share $5.00 $7.50 $8.75 $10.00
Number of Shares 15,000 15,000 10,000 10,000
</TABLE>

These warrants are currently exercisable and expire five years after
issuance.

3. In April 1996, the Company made distributions of $150,000 to
shareholders for their use in making estimated quarterly Federal income
tax payments on income earned during the time the Company expects to be
taxed as an "S" corporation under provisions of the Internal Revenue
Code.

F-12
<PAGE> 51
- --------------------------------------------------------------------------------

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company or any Underwriter.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof or that the information
contained herein is correct as of any date subsequent to the date hereof. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any securities offered hereby by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making the
offer is not qualified to do so or to anyone to whom it is unlawful to make
such offer or solicitation.

_______________

TABLE OF CONTENTS

<TABLE>
<S> <C>
PAGE
Summary . . . . . . . . . . . . . . . . . . . 3
Summary Financial Data . . . . . . . . . . . 5
Risk Factors . . . . . . . . . . . . . . . . 6
Dilution . . . . . . . . . . . . . . . . . . 9
Use of Proceeds . . . . . . . . . . . . . . . 12
Dividend Policy . . . . . . . . . . . . . . . 12
Capitalization . . . . . . . . . . . . . . . 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . 14
Business . . . . . . . . . . . . . . . . . . 17
Security Ownership of Certain
Beneficial Owners and Management . . . . . 26
Management . . . . . . . . . . . . . . . . . 26
Description of Securities . . . . . . . . . . 34
Certain Transactions . . . . . . . . . . . . 35
Plan of Distribution . . . . . . . . . . . . 36
Litigation . . . . . . . . . . . . . . . . . 37
Legal Matters . . . . . . . . . . . . . . . . 37
Experts . . . . . . . . . . . . . . . . . . . 37
Indemnification . . . . . . . . . . . . . . . 37
Available Information . . . . . . . . . . . . 38
Financial Statements . . . . . . . . . . . . F-1
</TABLE>

_______________

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

300,000 SHARES

PLANNED MARKETING ASSOCIATES, INC.

COMMON STOCK

_______________

PROSPECTUS
_______________

AUGUST 13, 1996

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