FINANCIAL PERFORMANCE CORP, SB-2, 1997-01-07

FINANCIAL PERFORMANCE CORP
SB-2, 1997-01-07
MANAGEMENT CONSULTING SERVICES

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1997

REGISTRATION NO. 333-

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

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

FINANCIAL PERFORMANCE CORPORATION
(Name of small business issuer in its charter)

<TABLE>
<S> <C> <C>
NEW YORK 7372 13-3236325
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code No.) Identification
No.)
</TABLE>

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

335 MADISON AVENUE
NEW YORK, NEW YORK 10017
(212) 557-0401
(Address and telephone number of principal executive offices)
------------------------------

WILLIAM F. FINLEY
CHIEF EXECUTIVE OFFICER AND PRESIDENT
FINANCIAL PERFORMANCE CORPORATION
335 MADISON AVENUE
NEW YORK, NEW YORK 10017
(212) 557-0401
(Name, address and telephone number of agent for service)
------------------------------

COPIES OF ALL COMMUNICATIONS TO:
MARK L. FRIEDMAN, ESQ.
BAER MARKS & UPHAM LLP
805 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 702-5700
------------------------------

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after
the effective date of this Registration Statement and from time to time
thereafter.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box /X/

If this Form is being filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PRICE(1)
<S> <C> <C> <C>
Common Stock, par value $.01 per share............. 6,960,013 $ 1.25(1) $ 8,700,016
Common Stock(2)(4)................................. 757,870 $ .50 $ 378,935
Common Stock(3)(4)................................. 745,000 $ 1.00 $ 745,000
Total.......................................... 8,462,883 $ 9,823,951

TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Common Stock, par value $.01 per share............. $ 2,637
Common Stock(2)(4)................................. $ 115
Common Stock(3)(4)................................. $ 226
Total.......................................... $ 2,978
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
on the average of the high and low sale prices of the Common Stock as
reported on the OTC Bulletin Board on January 3, 1997.

(2) Issuable upon exercise of warrants to purchase 757,870 shares of Common
Stock at an exercise price of $.50 per share.

(3) Issuable upon exercise of warrants to purchase 745,000 shares of Common
Stock at an exercise price of $1.00 per share.

(4) Pursuant to Rule 416, an indeterminate number of additional shares of Common
Stock are registered hereunder which may be issued in the event antidilution
provisions contained in the above-referenced warrants to purchase a portion
of the shares of Common Stock being registered hereby become operative. No
additional registration fee is included as to those shares.

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

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

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
ITEM NO. CAPTION IN FORM SB-2 LOCATION IN PROSPECTUS
- ------------- --------------------------------------------------- ---------------------------------------------------
<C> <S> <C>

1. Front of Registration Statement and Outside Front
Cover of Prospectus................................ Outside Front Cover Page; Front of Registration
Statement

2. Inside Front and Outside Back Cover Pages of
Prospectus......................................... Inside Front and Outside Back Cover Page of
Prospectus; Available Information

3. Summary Information and Risk Factors............... Prospectus Summary; Risk Factors

4. Use of Proceeds.................................... Use of Proceeds

5. Determination of Offering Price.................... *

6. Dilution........................................... *

7. Selling Security Holders........................... Selling Securityholders

8. Plan of Distribution............................... Plan of Distribution

9. Legal Proceedings.................................. Business--Legal Proceedings

10. Directors, Executive Officers, Promoters and
Control Persons.................................... Management-Directors, Executive Officers and Key
Personnel

11. Security Ownership of Certain Beneficial Owners and
Management......................................... Beneficial Ownership

12. Description of Securities.......................... Description of Securities

13. Interest of Named Experts and Counsel.............. Legal Matters; Experts

14. Disclosure of Commission of Position on
Indemnification for Securities Act Liabilities..... *

15. Organization Within Last Five Years................ *

16. Description of Business............................ Business

17. Management's Discussion and Analysis or Plan of
Operation.......................................... Management's Discussion and Analysis of Financial
Condition and Results of Operations

18. Description of Property............................ Business--Properties

19. Certain Relationships and Related Transactions..... Certain Transactions

20. Market for Common Equity and Related Stockholder
Matters............................................ Price Range of Common Stock; Dividend Policy;

21. Executive Compensation............................. Management--Executive Compensation

22. Financial Statements............................... Financial Statements

23. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure................ *
</TABLE>

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

* Not Applicable
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 7, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

8,462,883 SHARES
FINANCIAL PERFORMANCE CORPORATION
COMMON STOCK

This Prospectus relates to the offer and sale (the "Offering") by the
Selling Securityholders (as defined herein) of an aggregate of 8,462,883 shares
of common stock, $.01 par value per share (the "Common Stock"), of Financial
Performance Corporation (the "Company" or "FPC"). Of such amount, 1,502,870
shares of Common Stock are issuable upon the exercise of warrants held by the
Selling Securityholders (the "Warrants").

The Company will not receive any proceeds from the sale by the Selling
Securityholders of the Common Stock offered hereby. The Company will pay the
costs and expenses relating to the registration of the Common Stock offered
hereby, estimated at approximately $145,000, and the Selling Securityholders
will bear all selling commissions incurred by them in connection with the
offering.

The Common Stock is quoted on the OTC Bulletin Board under the symbol
"FPCX". On January 3, 1997, the last sale price of the Company's Common Stock as
reported was $1.50 per share. There is a limited market for the Company's Common
Stock and, therefore, shareholders may have difficulty selling the shares
offered hereby.
------------------------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS.
---------------------

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.

The Selling Securityholders and any other person participating in the
distribution of the shares of Common Stock offered hereby will be subject to
applicable provisions of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, including Rules 10b-6 and 10b-7, which
provisions limit the timing of purchases and sales of the Common Stock.

The Common Stock offered hereby may be offered and sold from time to time
pursuant to Rule 415 under the Securities Act of 1933, as amended, by the
Selling Securityholders in transactions on the OTC Bulletin Board or any other
market or exchange on which the Common Stock may subsequently be listed, in
negotiated transactions, or a combination of such methods of sale. The shares of
Common Stock may be sold at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Securityholders may effect such transactions by selling the shares of
Common Stock directly to purchasers or through underwriters or broker-dealers
who may act as agents or principals. Such underwriters and broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Securityholders or the purchasers of the shares for whom such
underwriters or broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular underwriter or
broker-dealer may be in excess of customary compensation).

THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, AND
SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND THE
CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING THE NOTES THERETO) APPEARING
ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED OR THE CONTEXT
OTHERWISE REQUIRES, (I) THE TERM THE "COMPANY" OR "FPC" INCLUDES FINANCIAL
PERFORMANCE CORPORATION AND ITS 80% OWNED SUBSIDIARIES MICHAELSON KELBICK
PARTNERS INC., ASPEN CAPITAL MANAGEMENT, LLC, AND FPC INFORMATION CORP., AND
(II) ALL INFORMATION CONTAINED IN THIS PROSPECTUS GIVES RETROACTIVE EFFECT TO A
ONE-FOR-FIVE REVERSE STOCK SPLIT WHICH WAS EFFECTUATED ON SEPTEMBER 23, 1996.
CERTAIN STATEMENTS MADE IN THIS PROSPECTUS CONSTITUTE "FORWARD-LOOKING
STATEMENTS" UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SEE
"RISK FACTORS -- FORWARD-LOOKING STATEMENTS."

THE COMPANY

Financial Performance Corporation, through its subsidiaries (collectively,
the "Company") markets computer software and specialized consulting services to
the financial services industry. The Company's software and services are
designed to identify and analyze the financial impact and competitive position
of its customers' products and services and assist its customers in developing
and analyzing marketing and communications strategies. The Company's current
customers include Chemical Bank, First Fidelity Bancorporation, First National
Bank of Maryland, First Union National Bank and The Dime Savings Bank of New
York.

The Company's software, referred to as MARS-TM- (Managing Account
Relationships), functions as an integrated planning and sales management system
designed to coordinate the user's marketing activities and analyze the results
of its sales efforts and the profitability of its products. The Company believes
that MARS-TM- enables its users to monitor the income and new business
contributions of each department, branch, sector or group within a business
enterprise faster and more efficiently than current applications. The Company
also believes that future projections by a business enterprise using MARS-TM-
will be easier since the software regularly maintains information regarding
pending sales.

The Company's principal consulting services include providing product sales
information and business and marketing services to financial institutions. The
Company has developed a particular expertise in providing services to banks with
respect to communications concerning mergers or other business combinations and
sales promotions.

The Company was incorporated in New York in August 1984 under the name
Performance Services Group, Inc. and changed its name to Financial Performance
Corporation in June 1986. In January 1987, the Company consummated an initial
public offering of its Common Stock and in July 1989, the Common Stock was
delisted from the Nasdaq over-the-counter market for failure to maintain
Nasdaq's minimum capital requirements. In February 1990, the Company ceased
day-to-day operations and was inactive from February 1990 to November 1992.

The Company resumed operations in January 1993. At that time, the Company
raised working capital through private debt and equity issuances. In 1994, the
Company began implementing a business strategy of establishing subsidiary
companies to engage in related or complementary areas of the financial services
industry. As a result, the Company, together with other parties, formed three
subsidiaries (Michaelson Kelbick Partners Inc. ("MKP"), Aspen Capital
Management, LLC ("Aspen") and FPC Information Corp. ("FPC Information")). MKP is
engaged in providing specialized business and marketing services to the
financial services industry. FPC Information was formed to market the Company's
software and Aspen was formed to operate as an international sponsor of cash
management funds. For further information concerning these subsidiaries, see
"Business -- Subsidiaries" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

2
<PAGE>
The Company incurred losses in each of the three fiscal years ended
September 30, 1995. For the year ended September 30, 1996, the Company generated
approximately $8,780,000 in revenues, $278,000 in operating income, a loss of
approximately $15,000 from continuing operations, and a net loss of
approximately $235,000. As of November 29, 1996, the Company's Common Stock
resumed trading on the OTC Bulletin Board under the symbol "FPCX." The high and
low sale prices of the Common Stock for the period from November 29, 1996 to
January 3, 1997 were $2.75 and $1.00, respectively.

The Company's offices are located at 335 Madison Avenue, New York, New York
10017. The Company's telephone number is (212) 557-0401.

THE OFFERING

All of the 8,462,883 shares of Common Stock being offered hereby are being
sold by the Selling Securityholders. The Company will not receive any of the
proceeds from the sale of the shares offered hereby. See "Use of Proceeds" and
"Selling Securityholders."

RISK FACTORS

Prospective purchasers are urged to consider the information set forth under
the caption "Risk Factors" beginning on page 5 of this Prospectus in evaluating
an investment in the Common Stock offered hereby.

3
<PAGE>
SUMMARY FINANCIAL DATA

The following summary financial data concerning the Company for the fiscal
years ended September 30, 1994, 1995 and 1996 are derived from the consolidated
financial statements of the Company. The Company's consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles. The data presented as of September 30, 1996 and for the years ended
September 30, 1995 and 1996 have been derived from the audited consolidated
financial statements of the Company which appear elsewhere in this Prospectus.
The summary financial data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business" and the consolidated financial statements and notes thereto of the
Company included elsewhere in this Prospectus.

OPERATING DATA:

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
----------------------------------------
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
Revenues................................................................ $ 49,166 $ 1,315,600 $ 8,784,137
------------ ------------ ------------
Costs and expenses
Costs of revenues..................................................... -- 816,115 7,271,114
Salaries and related expenses......................................... 58,519 364,180 525,677
Selling, general and administrative................................... 44,597 302,876 615,106
Research and development expenses..................................... 81,736 -- --
Legal fees............................................................ 86,873 117,327 94,012
------------ ------------ ------------
Total costs and expenses................................................ 271,725 1,600,498 8,505,909
------------ ------------ ------------
Operating income (loss)................................................. (222,559) (284,898) 278,228
Income (loss) from continuing operations before income taxes............ (146,036) (270,652) 100,885
Loss from discontinued operations....................................... -- (530,644) (219,872)
Net income (loss)....................................................... $ (146,036) $ (801,296) $ (235,049)
------------ ------------ ------------
------------ ------------ ------------
Net income (loss) per share............................................. $ (.06) $ (.25) $ (.05)
------------ ------------ ------------
------------ ------------ ------------
Weighted average number of common and common equivalent shares
outstanding........................................................... 2,591,562 3,182,451 4,899,023
</TABLE>

BALANCE SHEET DATA:

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
--------------------------
1995 1996
------------ ------------
<S> <C> <C>
Working capital....................................................................... $123,925 $ 1,448,822
Total assets.......................................................................... 1,085,629 3,760,431
Long-term debt (net of current maturities)............................................ 1,290,994 168,095
Stockholders' equity (deficiency)..................................................... (849,926) 1,853,199
</TABLE>

4
<PAGE>
RISK FACTORS

An investment in the Common Stock offered hereby involves a high degree of
risk. Prospective purchasers of the Common Stock offered hereby should consider,
in addition to the other matters discussed in this Prospectus, the following
factors:

HISTORY OF LOSSES; PERIOD OF INACTIVITY; PRIOR GOING CONCERN QUALIFICATION;
RELIANCE ON SUBSIDIARIES

For the years ended September 30, 1985, 1986 and 1987, the Company incurred
net losses of $306,293, $284,963 and $1,356,472, respectively. In July 1989, the
Company's Common Stock was delisted from the Nasdaq over-the-counter market for
failure to maintain the minimum capital requirements imposed by Nasdaq. In
February 1990, the Company ceased its day-to-day operations and was inactive in
each of the fiscal years ended September 30, 1991 and 1992, respectively.

In January 1993, the Company recommenced its operations. Although the
Company generated revenues in each of the last three fiscal years, it incurred
losses of $146,036, $801,296 and $235,049, respectively, for the fiscal years
ended September 30, 1994, 1995 and 1996. In addition, the report of the
Company's independent accountants as of September 30, 1995 and 1994 and for the
years then ended included an explanatory paragraph which referred to the
Company's substantial losses and concluded that such results raised substantial
doubt about its ability to continue as a going concern. For the fiscal year
ended September 30, 1996, MKP generated 100% of the Company's revenues. The most
recent report of the Company's independent accountants as of September 30, 1996
and 1995 and for the years then ended did not include any going concern
qualification.

The Company's future growth will likely depend in substantial part on its
ability to generate revenues from the sale of its software and services,
including MARS-TM-. Although the Company believes that it will generate revenues
in the fiscal year ending September 30, 1997, no assurances can be made as to
the amount of such revenues, if any, which may be derived. See "Risk Factors --
New Technology and Product Development" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

LIMITED CUSTOMER BASE; CONCENTRATION OF REVENUES FROM LIMITED CUSTOMERS; LIMITED
REVENUES FROM MARS-TM-

The Company markets its products and services primarily to the financial
services industry. Any material decline in business related to the financial
services industry or any event or series of events which negatively impacts the
industry will likely have a material adverse effect on the Company's business,
financial condition or results of operations. The Company's revenue historically
have been derived from a limited number of customers. For each of the fiscal
years ended September 30, 1996 and 1995, the Company's revenues were generated
from six customers. For the year ended September 30, 1996, six customers of the
Company's subsidiary, MKP, accounted for approximately 98% of the Company's
consolidated revenues, with one customer accounting for approximately 75% of
such revenues. The Company anticipates that a substantial amount of its sales
will continue to be concentrated from a limited number of customers. There can
be no assurance that the number of customers the Company has each year will be
sustained or will increase. Any decrease in the number of Company customers may
have a material adverse effect on the Company's business, financial condition or
results of operations.

Since the Company resumed operations in November 1992, it has derived an
insignificant amount of revenues from the MARS-TM- program. The Company's
success in generating revenues from MARS-TM- will depend in part on its ability
to market its product, respond promptly to market feedback and provide adequate
technical support and service to customers. There can be no assurance that a
significant market will develop for this product, or that, if such a market does
develop, that the Company will generate or sustain income as a result of such
sales. The inability of the Company to generate demand for MARS-TM-

5
<PAGE>
would have a material adverse effect on the Company's business strategy.
Although the Company is negotiating to establish several pilot projects
concerning MARS-TM-, there can be no assurance that these projects will be
established or, if established, that they will be successful or will generate
significant revenues. See "Business."

NEED FOR ADDITIONAL FINANCING

The Company has funded its operations to date primarily through equity and
debt financings. At September 30, 1996, the Company had working capital of
approximately $1,448,822. Based on the Company's current plan of operations, the
Company believes that its existing working capital and expected operating
revenues will provide sufficient working capital for its current operations
through September 30, 1997. There can be no assurance, however, that the Company
will not require additional financing prior to that time. The Company
anticipates that it will need to raise additional capital to fund its
operations. The Company's capital requirements depend on, among other things,
whether the Company is successful in generating revenues (and income) from its
marketing efforts, including those related to MARS-TM- and on the progress and
costs of the Company's research and development programs, the ability of the
Company to successfully market its services, competing technological and market
developments, the cost involved in protecting and enforcing its proprietary
rights and any litigation related thereto and the availability of third-party
financing. There can be no assurance that additional financing will be available
or, if it is available, that it will be available on acceptable terms. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the then current shareholders of the Company will be
reduced and such equity securities may have rights, preferences or privileges
senior to those of the holders of the Common Stock. If adequate funds are not
available to satisfy either short or long-term capital requirements, the Company
may be required to limit its operations significantly and may be unable to carry
out its plan of operations. See "-- Forward-Looking Statements" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

NEW TECHNOLOGY AND PRODUCT DEVELOPMENT

The Company's business strategy includes the commercialization of MARS-TM-.
The Company has been engaged in the development of MARS-TM- since 1988 and the
MARS-TM- software has undergone several substantial revisions. Although the
Company has generated revenues from the sale of MARS-TM- in the past, such sales
have been to a limited number of customers. The likelihood of additional sales
must be considered in light of the problems frequently encountered by software
manufacturers in connection with the development of new technologies and
products. Market and customer acceptance of MARS-TM- depends, among other
things, on its operational performance. The Company is currently negotiating to
establish several pilot projects which involve the application of MARS-TM- at
the end-user's site and testing by the end-user. Generally, upon successful
completion of a pilot project and licensing of MARS-TM- to an end-user, MARS-TM-
may then be installed at one or more sites and undergo acceptance testing by the
end-user to assure that MARS-TM- meets the specifications for intended
applications as set forth in the license agreement. There can be no assurance
that substantial difficulties with, or undetected errors in, MARS-TM- will not
arise in the future, possibly resulting in unanticipated costs, production
delays or costly product recalls.

TECHNOLOGICAL CHANGE AND PRODUCT OBSOLESCENCE

The computer software industry is continually undergoing rapid change as a
result of technological advances. The Company's ability to continue its business
strategy (and maybe its operations) is dependent upon its ability to continue to
develop products which utilize the latest technological advances, are compatible
with accepted technological standards, can gain customer acceptance and are
competitively priced. Further technological developments by the Company's
competitors may result in the Company's software becoming less competitive in
the marketplace. Any failure by the Company to anticipate or

6
<PAGE>
respond adequately to changes in technology or customer preferences, or any
significant delays in product development or introduction, could have a material
adverse effect on the Company's business. See "Business."

COMPETITION

Competition among enterprises which render software products and management
consulting services to financial institutions and other business organizations
is intense. The Company faces competition from other companies which offer
products or services similar to those offered by the Company and which have
greater financial resources, more technical personnel and more extensive service
capabilities than the Company. The Company believes that, among its competitors,
the software products which most directly compete with MARS-TM- are Lotus NOTES,
Siebel Systems SALES ENTERPRISES, Aurum Software SALES TRAK and Borealis
ARSENAL. In particular, Lotus Development Corp. markets the NOTES product as a
universal information sharing tool for collaborative work groups. The Company
believes that the flexibility and workflow components of NOTES makes the product
a viable competitor, although it is sold at a significantly higher price than
MARS-TM-.

MARS-TM- also competes primarily with custom systems programs developed on a
case-by-case basis by in-house development teams or by systems consultants.
While the Company believes MARS-TM- will generally provide its users with
significant cost and time savings over comparable custom systems programs, these
teams and consultants, who often have well-established positions in the
prospective organizations to which the Company markets and may be less inclined
to purchase MARS-TM-because they may prefer their approach to solving systems
integration issues, which may be more familiar to the decision-makers at these
organizations than the Company's approach. The Company expects the number of
products that are able to compete with MARS-TM- to continue to increase and
anticipates that other companies, many of which will have significantly greater
financial resources than the Company and established market positions, will
attempt to compete with MARS-TM- in the near future. No assurance can be given
that the Company will be able to compete successfully against current or future
competition to MARS-TM-. See "Business -- Competition."

The Company endeavors to distinguish its software and services from those of
its competitors based upon the following factors: (i) its software and services
are specifically designed for application in financial institution environments,
unlike most competitive products which are designed for more general
applications and require modification for effective utilization by financial
institutions; and (ii) the experience of the Company's management in the
financial services industry.

VARIATIONS IN OPERATING RESULTS; POSSIBLE VOLATILITY OF COMMON STOCK

The Company's operating results have fluctuated significantly in the past
and may vary significantly in the future. Such variations may result from, among
other factors, its limited customer base and concentration of revenues from
limited customers, pilot-testing for MARS-TM-, timing of new product and service
introductions by the Company and its competitors, changes in levels of the
Company's operating expenditures, including the Company's expenditures on
research and development, the size and timing of customer orders, the amount and
timing of royalty payments and license fees by licensees as well as consulting,
training and maintenance fees, increased competition, reduced prices, delays in
the development of new products and the costs associated with the introduction
of new products. The Company's revenues will vary with the demand for its
products and services. In addition, because of the nature of the Company's
software and the overall commitment to a software based, integrated sales and
marketing approach, the Company anticipates that the installation of MARS-TM-
can take from up to several months for a single customer and up to twelve months
for an entire integrated system. The period of installation is also dependent
upon the level of commitment made by the customer to installation as well as the
learning speed of the customer's personnel. Lengthy installation periods can
delay the recognition of revenues from the Company's software. Accordingly, the
timing of receipt of payments and the recognition of revenues in

7
<PAGE>
a given period could result in significant fluctuations in liquidity and
financial results. As a result of such factors, the Company's revenues and
profitability for any particular quarter may not necessarily be indicative of
its results for a full fiscal year.

Fluctuations in operating results may also result in volatility in the price
of the Common Stock. The trading prices of the Common Stock could be subject to
wide fluctuations in response to variations in the Company's operating results,
announcements by the Company or others of developments affecting the Company or
its competitors or customer developments in the proprietary rights of the
Company or others, market conditions for technology stocks or general market
conditions. The stock market in general, and the securities of high technology
companies in particular, have experienced extreme price and volume fluctuations
in recent years. These fluctuations have had a substantial effect on the market
price for many companies, often unrelated to their performance, and may
adversely affect the market prices for the Common Stock. See "Management's
Discussion and Analysis of Financial Condition and Results of Operation" and
"Business."

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus, including, without
limitation, statements containing the words "believes," "anticipates," "may,"
"intends," "expects" and words of similar import, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company or industry results to be materially different
from any those results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions, both nationally and in the regions in
which the Company operates; competition; changes in business strategy or
development plans; the development or testing of the Company's software;
technological, engineering, manufacturing, quality control or other problems
which could delay the sale of the Company's software; the Company's inability to
obtain appropriate licenses from third parties, protect its trade secrets,
operate without infringing upon the proprietary rights of others and prevent
others from infringing on the proprietary rights of the Company; and the
Company's inability to obtain sufficient financing to continue operations.
Certain of these factors are discussed in more detail elsewhere in this
Prospectus, including, without limitation, under the captions "Risk Factors,"
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations" and "Business."

DEPENDENCE ON MANAGEMENT

The continued development of the Company's business is dependent upon its
President and Chief Executive Officer, William F. Finley and the two Managing
Directors of MKP, Susan Michaelson and Hillary Kelbick. The Company has entered
into employment agreements with Mr. Finley, Ms. Michaelson and Ms. Kelbick. The
loss of their services or the services of any other key employee could have a
material adverse effect on the Company. The Company has not obtained any life
insurance or disability insurance coverage for Mr. Finley, Ms. Michaelson or Ms.
Kelbick. Susan Michaelson is the wife of William F. Finley. See "Management --
Directors, Executive Officers and Key Personnel."

QUOTATION OF COMMON STOCK ON THE OTC BULLETIN BOARD OR NASDAQ; POSSIBLE LOSS OF
QUOTATION; RISKS RELATING TO LOW-PRICE STOCKS

Since November 29, 1996, the Common Stock resumed trading on the OTC
Bulletin Board under the symbol "FPCX". Currently, there is a limited market for
the Company's Common Stock. There can be no assurance that a liquid and active
trading market in the Common Stock will develop or be sustained in the future.
The Company intends to apply to have the Common Stock listed on the Nasdaq
SmallCap Market once it believes it meets Nasdaq's initial listing requirements.
There can be no assurance that the Company will meet or continue to meet the
maintenance criteria for continued listing on the Nasdaq SmallCap

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<PAGE>
Market. The discontinuance of quotation of the Common Stock through the Nasdaq
system, whether such quotations are on SmallCap Market or otherwise, will
materially and adversely affect a purchaser's ability to dispose of, or to
obtain accurate quotations as to the price of, the Common Stock. See
"Description of Securities."

The Common Stock may also be subject to the risk that it is a low-priced or
"penny stock," which characterization could severely affect its market
liquidity. The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure relating to the market for penny stocks in
connection with trades in any stock defined as a penny stock. Securities and
Exchange Commission regulations generally define a penny stock to be an equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such exceptions include any equity security listed on Nasdaq
or a national securities exchange and any equity security issued by an issuer
that has (i) net tangible assets of at least $2,000,000, if such issuer has been
in continuous operation for three years, (ii) net tangible assets of at least
$5,000,000, if such issuer has been in continuous operation for less than three
years, or (iii) average annual revenue of at least $6,000,000, if such issuer
has been in continuous operation for less than three years.

Unless an exception is available, the regulations require the delivery,
prior to any transaction involving a penny stock, of a disclosure schedule
explaining the penny stock market and the risks associated therewith. In
addition, trading in the Company's securities is currently subject to Rule 15g-9
promulgated under the Exchange Act for non-Nasdaq and non-exchange listed
securities. Pursuant to Rule 15g-9, broker/dealers who recommend the Company's
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual incomes exceeding
$200,000 or $300,000 together with their spouse) must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. Securities are exempt from this rule
if their market price is at least $5.00 per share. The broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks.

The impact on the Common Stock of the rules and regulations applicable to
penny stocks is to reduce the market liquidity of the Common Stock by limiting
the ability of broker/dealers to trade the Common Stock and the ability of
purchasers of the Common Stock to sell in the secondary market. The low price of
the Company's Common Stock also has a negative effect on the amount and
percentage of transaction costs paid by individual shareholders and the
potential ability of the Company to raise additional capital by issuing
additional shares. The primary reasons for these effects include the internal
policies of certain institutional investors that prohibit the purchase of
low-priced stocks, the fact that many brokerage houses do not permit low-priced
stocks to be used as collateral for margin accounts or to be purchased on margin
and certain brokerage house policies and practices that tend to discourage
individual brokers from dealing in low-priced stocks. In addition, since
broker's commissions on low-priced stocks represent a higher percentage of the
stock price than commissions on higher priced stocks, the current low share
price of the Common Stock results in individual shareholders paying transaction
costs that are a higher percentage of their total share value than would be the
case if the Company's share price were substantially higher.

POSSIBILITY OF FUTURE JOINT VENTURES OR OTHER BUSINESS COMBINATIONS

From time to time, the Company has engaged in discussions with third parties
concerning the acquisition of products (and/or certain proprietary rights held
by such parties), the formation of strategic alliances or joint ventures and
other possible business combinations. Although the Company has no current
commitments regarding such acquisitions, joint ventures or other business
combinations, there can be no assurance that the Company will not consummate an
acquisition joint ventures or other business combination in the future.
Additionally, the Company may require significant additional financing to

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complete any such, or that such transaction will not adversely impact the
Company. See "Risk Factors -- Need for Additional Financing."

LACK OF REGISTERED INTELLECTUAL PROPERTY RIGHTS

The Company does not have any patents and relies heavily upon copyright and
trademark laws, trade secrets, and nondisclosure and other contractual
arrangements to establish and protect its proprietary rights. There can be no
assurance that the steps taken by the Company will be adequate to deter
misappropriation of proprietary information, to detect unauthorized use of
proprietary information or to prevent others from infringing upon the
proprietary rights of the Company. Further, no assurance can be given that
nondisclosure and other contractual arrangements designed to protect the
Company's proprietary rights will not be breached, that the Company will have
adequate remedies for any breach or that trade secrets will not otherwise become
known to or be independently developed by competitors. The failure or inability
of the Company to protect proprietary information could have a material adverse
effect on the Company's business, operating results or financial condition. The
Company has not obtained any patent protection covering MARS-TM- and the Company
does not intend to obtain any such patent protection.

Although the Company believes that the services and products it offers do
not infringe on the intellectual property rights of others, there can be no
assurance that third parties will not assert claims against the Company in the
future relating to intellectual property matters, that such assertions by third
parties will not result in costly litigation to the Company or that the Company
will prevail in such litigation. If the Company was required to obtain licenses
from third parties to continue its operations, there could be no assurance that
such licenses would be available or, if available, that such licenses would be
on commercially reasonable terms. Litigation, in and of itself and regardless of
its outcome, could also result in substantial cost and diversion of resources of
the Company. Any infringement claim or other litigation against or by the
Company could materially adversely affect the Company's business, operating
results or financial condition. See "Business -- Software Licensing."

TRANSACTIONS WITH AND CONTROL BY PRINCIPAL STOCKHOLDER; OWNERSHIP BY MANAGEMENT

Since January 1993, Robert S. Trump has provided working capital to the
Company through the purchase of debt and equity securities. As of December 24,
1996, Mr. Trump beneficially owned 4,867,422 shares of Common Stock
(representing approximately 62% of the outstanding shares of Common Stock). Mr.
Trump, by reason of his ownership of a majority of the issued and outstanding
shares of the Common Stock, has the ability to control the management and
policies of the Company and most matters which are submitted to the Company's
shareholders, including the election of directors and the approval of business
combinations and other transactions. In addition, the Company's directors and
executive officers may be deemed to be the beneficial owners of 1,863,319 shares
of Common Stock (representing approximately 21% of the outstanding shares). The
Company intends to solicit shareholder approval on a proposal to transfer to
MARS-TM- software and any rights associated therewith and related liabilities to
FPC Information, a subsidiary in which Mr. Trump owns 20% of the outstanding
equity. In the event the proposal is approved by the Stockholders, the Company
will function as a holding company. See "Business -- Subsidiaries," "Beneficial
Ownership," "Certain Transactions" and "Selling Securityholders."

EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE; OUTSTANDING OPTIONS AND WARRANTS

The Company had 7,850,782 shares of Common Stock outstanding as of December
24, 1996. All of such shares are being registered for sale in the Offering.
After the date of this Prospectus, approximately 7,549,560 shares of Common
Stock will be eligible for sale in the public market by officers, directors or
existing shareholders of the Company. Future sales of shares of Common Stock by
existing shareholders, or the perception that such sales could occur, under Rule
144 of the Securities Act of 1933, as amended (the

10
<PAGE>
"Securities Act"), or otherwise, could materially adversely affect the market
price of the Common Stock and could materially impair the Company's future
ability to raise capital.

In addition, as of December 24, 1996, the Company had outstanding warrants
and options which are exercisable into an aggregate of 2,052,651 shares of
Common Stock of which 539,781 shares are not being registered hereby and are
eligible for sale under Rule 144. An additional 301,222 shares of Common Stock
will be eligible for sale under Rule 144 from time to time on or after December
1996.

The Securities and Exchange Commission has proposed an amendment to Rule 144
which would reduce the holding period related to shares subject to Rule 144
becoming eligible for sale in the public market. This proposal, if adopted,
could increase the number of shares of Common Stock eligible for sale. No
prediction can be made as to the effect, if any, that public sales of such
shares or the availability of such shares for future sale will have on the
market price of Common Stock prevailing from time to time. See "Description of
Securities -- Shares Eligible for Future Sale."

NEED FOR CURRENT PROSPECTUS; STATE "BLUE SKY" REGISTRATION AND OTHER
REQUIREMENTS

The shares of Common Stock being offered hereby may be sold by the Selling
Securityholders only if a current prospectus under an effective registration
statement with respect to such shares is then in effect and only if the Selling
Securityholders deliver a current prospectus relating to such shares in
connection with offers and sales thereof. The Company believes that this
Prospectus, which is part of the Company's Registration Statement, may be used
by the Selling Securityholders for the sale of the shares offered hereby for a
period of nine months after the date on the cover page hereof, provided that the
information contained herein (including the Company's financial statements) is
not more than 16 months old from the date of such Prospectus and the Company
otherwise complies with applicable securities laws. There can be no assurance,
however, that sales hereunder will be made in accordance with all applicable
securities laws or that such Registration Statement will remain effective as
intended by the Company. The value of the Common Stock offered hereby could be
adversely affected if a current prospectus covering the Common Stock is not part
of an effective registration statement or if such Common Stock is not registered
for sale or exempt from such registration in the jurisdictions governing the
holders of the Common Stock who elect to sell the Common Stock offered hereby.

The Selling Securityholders and any other person participating in the
distribution of the shares of Common Stock offered hereby will be subject to
applicable provisions of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder including Rules 10b-6 and
10b-7, which provisions can limit the timing of purchases and sales of the
Common Stock.

NO PROCEEDS TO THE COMPANY FROM OFFERING

The Company will not receive any proceeds from the sale of shares of Common
Stock offered hereby. However, the Company will receive proceeds from the
exercise of the Warrants which are exercisable into shares of Common Stock being
offered hereby. Assuming such warrants are exercised in full, the Company will
receive approximately $1,123,935 in gross proceeds. The Company intends to apply
the net proceeds it receives, if any, from the exercise of the Warrants to
working capital and other general corporate purposes. Management will have broad
discretion in the use of such proceeds. See "Use of Proceeds."

NO DIVIDENDS

To date, the Company has not paid any dividends on its Common Stock and does
not anticipate paying any such dividends in the foreseeable future. The Company
intends to retain any future earnings to finance the growth and development of
its business. Any future determination as to the payment of dividends will be at
the discretion of the Board of Directors and will depend on, among other things,
the Company's operating results, financial condition, capital requirements and
such other factors as the Board of

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<PAGE>
Directors may deem relevant. See "Price Range of Common Stock," "Dividend
Policy" and "Description of Securities."

POTENTIAL ADVERSE EFFECT OF PREFERRED STOCK

The Company's Board of Directors has the authority to issue, without
obtaining shareholder approval, up to 10,000,000 shares of "blank check"
preferred stock, in one or more series, having rights, preferences, privileges
and restrictions, including voting rights, dividend and other rights, that could
materially adversely affect the holders of the Common Stock. The Company
believes that the ability to issue such "blank check" preferred stock provides
flexibility in connection with possible acquisitions and other corporate
purposes. However, the ability of the Company to issue preferred stock,
including "blank check" preferred, could have an adverse effect on the ability
of shareholders of Common Stock to approve certain corporate transactions
proposed by third-parties or others, including any proposal to acquire all or
substantially all of the outstanding voting shares of the Company. Although the
Company has no present plans to issue any shares of preferred stock, there can
be no assurance that the Company will not issue preferred stock in the future.
See "Description of Securities -- Preferred Stock."

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<PAGE>
USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the shares
of Common Stock being offered hereby since such securities are being offered by
the Selling Securityholders. However, assuming all of the Warrants held by the
Selling Securityholders were exercised in full, the Company expects to receive
approximately $1,123,935 in gross proceeds. The Company expects to use the net
proceeds it receives, if any, from the exercise of the Warrants for working
capital and other general corporate purposes. The Company plans to invest any
net proceeds it receives, prior to the application, in short-term, interest-
bearing securities, certificates of deposit or direct or guaranteed obligations
of the United States of America.

Based on the Company's current plan of operations, the Company believes that
its existing working capital and expected operating revenues will provide
sufficient working capital for its operations through September 1997. However,
there can be no assurance that the Company will not require additional funds
prior to that time. The Company's capital requirements depend on, among other
things, whether the Company is successful in generating revenues and income from
its marketing efforts, including those related to MARS-TM-, the progress and
costs of the Company's research and development programs, the ability of the
Company to successfully market its products and services and the effect of such
efforts on the Company's operations, competing technological and market
developments, the costs involved in protecting and enforcing its proprietary
rights and any litigation related thereto and the cost and availability of
third-party financing.

The Company may seek significant additional financing in connection with the
acquisition of one or more products (or rights related thereto), the formation
of strategic alliances or joint ventures or the consummation of other possible
business combinations. Although the Company from time to time has engaged in
discussions with third parties concerning acquisitions, joint ventures and other
business combinations and anticipates continuing such activities in the future,
the Company has no current commitments regarding such acquisitions, joint
ventures or other business combinations. The Company intends to seek any
required funding through public and private financings, bank financings and
other sources. There can be no assurance that additional financing will be
available or, if it is available, that it will be available on acceptable terms.
See "Risk Factors -- History of Losses; Period of Inactivity; Prior Going
Concern Qualification; Reliance on Subsidiaries"; "--Need for Additional
Financing" and "Management's Discussion and Analysis of Financial Conditions and
Results of Operations."

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<PAGE>
PRICE RANGE OF COMMON STOCK

From January 1987 until July, 1989, the Common Stock traded in the Nasdaq
over-the-counter market under the symbol "FPCC." In July 1989, the Common Stock
was delisted for failure to maintain Nasdaq's minimum capital requirements. From
February 1990 to November 1992, the Company was inactive.

In January 1993, the Company resumed operation and began raising working
capital. As of November 29, 1996, the Company's Common Stock resumed trading on
the OTC Bulletin Board under the symbol "FPCX." The high and low sale price
quotations for the Common Stock for the period from November 29, 1996 to January
3, 1997 were $2.75 and $1.00 respectively, as reported by the OTC Bulletin
Board. The Company believes that these quotations represent inter-dealer
quotations, without adjustment for retail mark-up, mark-down or commissions. The
average weekly volume of the Common Stock since the resumption of trading on the
OTC Bulletin Board in November 1996 has been approximately 48,520 shares. The
Company believes that there are at least two "market-makers" in the Common Stock
including Van Kasper & Company, Inc. and Laidlaw Equities, Inc. See "Management"
and "Certain Transactions-- Transactions with Directors and Executive Officers."

As of December 24, 1996, the Company had approximately 193 shareholders of
record, excluding those owners of Common Stock who hold their securities in
"streetname." The Company believes that a substantial number of shares of Common
Stock are held in "streetname."

DIVIDEND POLICY

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

OVERVIEW

HISTORY. The Company was incorporated in New York in 1984 under the name
Performance Services Group, Inc. and at that time was primarily engaged in
offering banking institutions a range of proprietary sales and marketing
products, strategic planning and product consulting services and financial
software products. From its inception in 1984 through February 1990, it incurred
continuous losses and working capital deficiencies which limited its marketing
efforts and operations. In July 1989, the Company's Common Stock was delisted
from the Nasdaq over-the-counter market and from February 1990 to November 1992
the Company was inactive.

In January 1993, the Company recommenced its operations and raised working
capital through private debt and equity issuances, including issuances to one of
the Company's principal stockholders. Although the Company generated revenues
for each of the last three fiscal years ended September 30, 1996, it incurred
losses of $146,036, $801,296 and $235,049 for the fiscal years ended September
30, 1994, 1995 and 1996, respectively. In addition, the report of the Company's
independent accountants for its balance sheet as of September 30, 1995 and 1994
and the results of operations, stockholders' equity and cash flows for the years
then ended included an explanatory paragraph which referred to the Company's
substantial losses and concluded that such results raised substantial doubt
about its ability to continue as a going concern.

REVENUES. The Company's revenues historically have been derived from a
limited number of customers. For the year ended September 30, 1996, six
customers accounted for approximately 98% for the Company's revenues, with one
customer accounting for approximately 75% of its revenues. The Company
anticipates that a substantial amount of its revenues will continue to be
concentrated from a limited number of customers. As a result, the Company's
sales and operating results are subject to substantial variations in any given
year and from quarter to quarter. The Company's sales and net income (if any) in
a particular quarter may be lower than the sales and net income (if any) of the
Company for the comparable quarter in the prior year. In addition, sales and net
income (if any) of the Company in any particular quarter may not necessarily
reflect the results of operations for the Company for the full year.

Revenues from software products are recognized upon delivery to the customer
provided that no significant vendor obligations remain and collection of the
resulting receivable is deemed probable. Because of the nature of the Company's
software and the overall commitment to a software based, integrated sales
marketing approach, the Company anticipates that the installation of MARS-TM-
can take from up to several months for a single customer and up to twelve months
for an entire integrated system. The period of installation is also dependent
upon the level of commitment made by the customer to installation as well as the
learning speed of the customer's personnel. Lengthy installation periods can
delay the recognition of revenues related to the Company's software.

SUBSIDIARIES. The Company's consolidated financial statements include the
accounts of Financial Performance Corporation and its three 80% owned
subsidiaries. The Company's investment in the subsidiaries is accounted for by
the equity method. All significant intercompany accounts and transactions have
been eliminated.

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<PAGE>
Summary financial information concerning MKP, excluding intercompany
eliminations, as of September 30, 1996 and 1995 and for the years then ended, is
as follows:

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
<S> <C> <C>
1996 1995
------------ ----------
Cash............................................................ $ 1,685,000 $ 301,000
Accounts receivable............................................. 903,000 227,000
Other assets.................................................... 14,000 --
Accounts payable................................................ 1,705,000 146,000
Revenues........................................................ 8,784,000 1,251,000
Operating costs................................................. 8,178,000 1,138,000
Net income...................................................... 504,000 113,000
</TABLE>

Summary financial information concerning the Company's other two 80% owned
subsidiaries, Aspen and FPC Information, as of September 30, 1996 and 1995 and
for the years then ended, is not separately set forth as these entities had no
revenues for such periods and their assets and liabilities during such periods
were immaterial.

Aspen had no revenues and incurred losses of $219,872 and $530,644 for the
years ended September 30, 1996 and 1995, respectively. Aspen, whose operations
commenced in March 1995, suspended its operations in September 1996. Aspen is
reported as a discontinued operation at September 30, 1996. The net assets and
liabilities relating to the disposal of the discontinued operation is
immaterial.

FPC Information had no revenues and incurred losses of $428,245 and $190,885
for the years ended September 30, 1996 and 1995, respectively.

OTHER. Income taxes are computed in accordance with the provisions of
Financial Accounting Standards Board Statement No. 109, "Accounting for Income
Taxes" ("SFAS 109"), which requires, among other things, a liability approach to
calculating deferred income taxes. SFAS 109 requires a company to recognize
deferred tax liabilities and assets for the expected future tax consequences of
events that have been recognized in a company's financial statements or tax
returns. Under this method, deferred tax liabilities and assets are determined
based on the difference between the financial statement carrying amounts and tax
basis of assets and liabilities using enacted tax rates in effect in the years
in which the differences are expected to reverse.

At September 30, 1996, the Company had net operating loss carryforwards of
approximately $487,000, which will expire in 2011. Certain provisions of the tax
law may limit the net operating loss carryforwards available for use by the
Company in the event of a significant change in the ownership interest of the
Company. At September 30, 1996, the Company had a deferred tax asset of
approximately $195,000. The deferred tax asset consisted primarily of net
operating loss carryforwards and was fully offset by a valuation allowance of
the same amount.

The income tax expense of $116,062 represents state and local income taxes
on the income of MKP.

Costs associated with software development subsequent to the establishment
of technological feasibility, including enhancements to software products, are
capitalized and amortized as required by Statement of Financial Accounting
Standards No. 86. Costs incurred prior to achieving technological feasibility
are expensed as incurred and classified as research and development costs. There
were no research and development costs incurred by the Company for the years
ended September 30, 1996 and 1995.

Amortization of capitalized software development costs is generally provided
on a product-by-product basis at the greater of the amount computed by using the
ratio of current gross revenue to total current and anticipated gross revenue of
the product or on the straight-line method over the sixty-month estimated useful
life of the product, commencing when the product is available for general
release to customers.

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<PAGE>
The Company's consolidated financial statements (including the notes
thereto) as set forth starting on page F-1 of this Prospectus should be read in
connection herewith.

FORWARD-LOOKING STATEMENTS. Certain statements contained in this
Prospectus, including without limitation, statements containing the words
"believes," "anticipates," "may," "intends," "expects" and words of similar
import, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company or
industry results to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions, both nationally and in the regions in which the Company operates;
competition; changes in business strategy or development plans; the development
or testing of the Company's software; technological, engineering, manufacturing,
quality control or other problems which could delay the sale of the Company's
software; the Company's ability to obtain appropriate licenses from third
parties, protect its trade secrets, operate without infringing upon the
proprietary rights of others and prevent others from infringing on the
proprietary rights of the Company; and the Company's ability to obtain
sufficient financing to continue operations. Certain of these factors are
discussed in more detail elsewhere in this Prospectus, including without
limitation, under the caption "Risk Factors" and "Business."

RESULTS OF OPERATIONS

FISCAL YEARS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995

REVENUES. Consolidated revenues during the fiscal year ended September 30,
1996 increased by $7,468,537 to $8,784,137 from $1,315,600 for the prior year.
This increase was attributable to revenues generated by MKP. During this period,
MKP was awarded a contract to work on merger and marketing communications for
two major banking institutions. MKP generated 100% of the consolidated revenues
of the Company for the fiscal year ended September 30, 1996.

COST OF REVENUES. Cost of revenues increased by $6,454,999 to $7,271,114
for the fiscal year ended September 30, 1996 from $816,115 for the fiscal year
ended September 30, 1995. This increase resulted primarily from a substantial
increase in outsourcing expenses and fees for independent contractors retained
by MKP in connection with its increased business during such period and bonuses
paid to the two Managing Directors of MKP in the aggregate amount of
approximately $344,000.

SALARIES AND RELATED EXPENSES. Payroll expenses increased by $161,497 to
$525,677 for the fiscal year ended September 30, 1996 from $364,180 for the
fiscal year ended September 30, 1995. This increase was primarily due to the
increase in staff employed by MKP as well as the payment of year-end bonuses to
the two Managing Directors of MKP.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $312,230 to $615,106 for the fiscal year
ended September 30, 1996 from $302,876 for the fiscal year ended September 30,
1995. This increase was due primarily to increased expenditures related to
additional Company personnel and independent contractors.

OPERATING PROFIT. The Company had an operating profit of $278,228 for the
fiscal year ended September 30, 1996 compared to an operating loss of $284,898
for the fiscal year ended September 30, 1995.

NET INCOME (LOSS). The Company had a net loss of $235,049 for the fiscal
year ended September 30, 1996 as compared to a net loss of $801,296 for the
fiscal year ended September 30, 1995. The Company's

17
<PAGE>
operating loss from continuing operations after income taxes for the fiscal year
ended September 30, 1996 was $15,177. Without giving effect to payments made to
two of the Company's executive officers (the two Managing Directors of MKP) in
the aggregate of approximately $430,000, the Company would have had net income
of approximately $155,000 for the fiscal year ended September 30, 1996. These
payments were made in connection with annual incentive pool provisions contained
in such executives' employment agreements with the Company. See "Management --
Employment Agreements."

FISCAL YEARS ENDED SEPTEMBER 30, 1995 AND SEPTEMBER 30, 1994

REVENUES. Revenues for the fiscal year ended September 30, 1995 increased
by $1,266,434 to $1,315,600 from $49,166 for the fiscal year ended September 30,
1994. This increase was attributable almost entirely to revenues generated by
the Company's 80%-owned subsidiary, MKP, which commenced business operations
during the Company's 1995 fiscal year.

COST OF REVENUES. Cost of revenues increased by $816,115 to $816,115 for
the fiscal year ended September 30, 1995 from $0 for the fiscal year ended
September 30, 1994. This increase was attributable solely to the commencement of
MKP's business operations during the 1995 fiscal year.

SALARIES AND RELATED EXPENSES. Payroll expenses increased by $305,661 to
$364,180 for the fiscal year ended September 30, 1995 from $58,519 for the
fiscal year ended September 30, 1994. This increase was attributable primarily
to the commencement of MKP's business operations during the fiscal year ended
September 30, 1995.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $258,279 to $302,876 for the fiscal year
ended September 30, 1995 from $44,597 for the fiscal year ended September 30,
1994. This increase was attributable primarily to increased expenditures
relating to additional Company personnel and independent contractors retained in
connection with the commencement of MKP's business operations.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
decreased by $81,736 to $0 for the fiscal year ended September 30, 1995 from
$81,736 for the fiscal year ended September 30, 1994. This decrease was
attributable to research and development costs being capitalized for the 1995
fiscal year as MARS-TM- reached technological feasibility.

OPERATING EXPENSES. Operating expenses for the fiscal year ended September
30, 1995 increased by $1,328,773 to $1,600,498 from $271,725 for the fiscal year
ended September 30, 1994. This increase was due primarily to the commencement of
MKP's business operations during the fiscal year ended September 30, 1995.

OPERATING LOSS. The Company's operating loss increased by $62,339 to
$284,898 for the fiscal year ended September 30, 1995 as compared to an
operating loss of $222,559 for the prior year.

OTHER INCOME (EXPENSES). Other expenses were $516,398 for the fiscal year
ended September 30, 1995 as compared to other income of $76,523 for the prior
period. The change was primarily related to expenses recorded by the Company in
the 1995 fiscal year for those expenses incurred by the Company when Aspen was
in its development stage. In addition, such expenses were offset by an unusual
item relating to the reversal of trade payables of approximately $123,000 that
were outstanding for at least six years.

NET LOSS. The Company's net loss increased by $655,260 to $801,296 for the
1995 fiscal year from a net loss of $146,036 in the prior period, after
adjustments for interest expenses and an unusual item relating to the reversal
of trade payables that were outstanding for at least six years.

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LIQUIDITY AND CAPITAL RESOURCES

In the past, the Company required continuous capital to fund its operating
losses which were primarily attributable to expenses in connection with
marketing activities, research and development costs and other expenses
including salaries and related expenses and selling, general and administrative
expenses. The Company has financed its operations to date primarily through
public and private sales of its debt and equity securities, including
significant sales to one of its principal stockholders, and more recently
revenues generated by the Company's subsidiary, MKP. See "Business --
Subsidiaries" and "Certain Transactions -- Transactions with Principal
Stockholders."

As of September 30, 1996, the Company had working capital of $1,448,822,
stockholders' equity of $1,853,199 and a working capital ratio (current assets
to current liabilities) of 1.98:1. As of September 30, 1996 and 1995, the
Company had cash and cash equivalents of $1,972,056 and $348,755, respectively.
For the years ended September 30, 1996 and 1995, the Company generated positive
cash flow from operations of $262,290 and used cash for operations of $880,183,
respectively, primarily as a result of an increase in revenues and utilized
$320,076 and $289,489 for investing activities during the years ended September
30, 1996 and 1995, respectively. Net cash provided by the Company's financing
activities for the years ended September 30, 1996 and 1995 were $1,681,087 and
$1,418,748, respectively.

As of September 30, 1996, the Company had short-term debt (including the
current portion of long-term debt) of $120,520 and long-term debt, net of
current maturities, of $168,095. Of the total debt of $288,615, the sum of
$281,095 was due to a principal stockholder and the sum of $7,520 was due to a
principal stockholder--former director. In November 1996, long and short-term
debt in the aggregate amount of $281,095 which was due to a principal
stockholder was converted into shares of the Company's common stock at a price
of $1.00 per share. Accordingly, as of December 24, 1996, the Company had no
short-term or long-term debt commitments other than the current portion of
long-term debt due to a principal stockholder -- former director in the amount
of $7,520.

The Company's business, as presently conducted, is not capital intensive. As
of September 30, 1996, the Company has made no material capital commitments
other than those related to non-cancelable operating leases for office space and
equipment. For the years ended September 30, 1997, 1998, 1999 and 2000, the
Company's minimum payments in connection with these leases are $198,000,
$292,000, $292,000 and $292,000, respectively. See "Business -- Properties." In
addition, the Company expects to spend approximately $150,000 each year for the
next two fiscal years in connection with its research and development
activities.

Based on the Company's current plan of operations, it is anticipated that
the Company's existing working capital and expected operating revenues will
provide sufficient working capital for operations through September 30, 1997.
However, there can be no assurance that the Company will not require additional
financing prior to that time. For the years ended September 30, 1997, 1998, 1999
and 2000, the Company's minimum payments in connection with the leases are
$198,000 $292,000, $292,000 and $292,000, respectively. The Company anticipates
that it will require additional capital to fund its operations. The Company's
capital requirements depend on, among other things, whether the Company is
successful in generating revenues and income from its marketing efforts,
including those related to MARS-TM-, the progress and costs of the Company's
research and development programs, the ability of the Company to successfully
market its software and services and the effect of such efforts on the Company's
operations, competing technological and market developments, the costs involved
in protecting and enforcing its proprietary rights and any litigation related
thereto and the cost and availability of third-party financing. See "--
Overview" and "-- Forward-Looking Statements."

The Company may also seek additional financing in connection with the
acquisition of one or more products (or rights related thereto) or entities or
the consummation of other business combinations. Although the Company has
engaged in discussions with third parties from time to time concerning potential
acquisitions and other business combinations and anticipates continuing such
activities in the

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future, the Company has no current commitments regarding such acquisitions or
other business combinations.

Financing may be raised by the Company through additional equity offerings,
joint ventures or other collaborative relationships, borrowings and other
transactions. The Company may seek additional funding through any such
transaction or a combination thereof. There can be no assurance that additional
financing will be available to the Company or, if available, that such financing
will be available on acceptable terms. See "Risk Factors -- History of Losses;
Period of Inactivity; Prior Going Concern Qualification; Reliance on
Subsidiaries."

INFLATION

In general, the Company believes that it will be able to offset any
inflationary pressures by increasing operating efficiency, monitoring and
controlling expenses and increasing prices to the extent permitted by
competitive factors.

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BUSINESS

INTRODUCTION

Financial Performance Corporation, through its subsidiaries, markets
computer software and specialized consulting services to the financial services
industry. The Company's software and services are designed to identify and
analyze the financial impact and competitive position of its customer's products
and services and assist its customers in developing and analyzing marketing and
communications strategies. The Company's current customers include Chemical
Bank, First Fidelity Bancorporation, First National Bank of Maryland, First
Union National Bank and The Dime Savings Bank of New York.

HISTORY

The Company resumed operations in January 1993. At that time, the Company
raised working capital through private debt and equity issuances. In 1994, the
Company began implementing a business strategy of establishing subsidiary
companies to engage in related or complementary areas of the financial services
industry. As a result, the Company, together with other parties, formed three
subsidiaries (Michaelson Kelbick Partners Inc. ("MKP"), Aspen Capital
Management, LLC ("Aspen") and FPC Information Corp. ("FPC Information")). MKP is
engaged in providing specialized business and marketing services to the
financial services industry. FPC Information was formed to market the Company's
software and Aspen was formed to operate as an international sponsor of cash
management funds. For further information concerning these subsidiaries, see "--
Subsidiaries" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

The Company incurred losses in each of the three fiscal years ended
September 30, 1995. For the year ended September 30, 1996, the Company generated
approximately $8,780,000 in revenues, $278,000 in operating income, a loss of
approximately $15,000 from continuing operations, and a net loss of
approximately $235,000. As of November 29, 1996, the Company's Common Stock
resumed trading on the OTC Bulletin Board under the symbol "FPCX." The high and
low sale prices of the Common Stock for the period from November 29, 1996 to
January 3, 1997 were $2.75 and $1.00, respectively.

The Company's offices are located at 335 Madison Avenue, New York, New York
10017. The Company's telephone number is (212) 557-0401.

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SUBSIDIARIES

In 1994, the Company began implementing a business strategy of establishing
subsidiary companies to engage in related or complementary areas of the
financial services industry. As a result, the Company, together with other
parties, formed three subsidiaries. The Company owns 80% of the outstanding
equity of each subsidiary.

MICHAELSON KELBICK PARTNERS INC. In October 1994, the Company, together
with Susan Michaelson and Hillary Kelbick, formed Michaelson Kelbick Partners
Inc. MKP is engaged in providing specialized business and marketing services to
the financial services industry. MKP has developed particular expertise in
providing advice to its customers with respect to communications concerning
mergers or other business combinations and sales promotions.

Ms. Michaelson and Ms. Kelbick have over 30 years combined experience in
financial services marketing. They were both formerly employed as Senior Vice
Presidents by Wilcox Associates, in New York, New York, where they were
primarily responsible for the planning, development plans, and execution of
marketing communications projects for numerous financial institutions. See
"Management -- Directors, Executive Officers and Key Personnel."

ASPEN CAPITAL MANAGEMENT, LLC. In January 1995, the Company, together with
Messrs. Richard Loos and Sean Brennan, formed Aspen Capital Management, LLC.
Aspen was established to operate as an international sponsor of cash management
funds. In February 1995, Aspen was converted to a New York limited liability
company.

In connection with Aspen's formation and operation, the Company entered into
shareholders' and executive employment agreements with Richard Loos and Sean
Brennan. Richard J. Loos previously was Managing Director and a member of the
Board of Directors of HSBC Asset Management Americas Inc., a global asset
management group, and Sean P. Brennan previously was affiliated with CS First
Boston Investment Management Group. Pursuant to the terms of the shareholders'
and executive employment agreements, each of Messrs. Loos and Brennan hold 10%
of the outstanding equity of Aspen.

During the period from January through April 1995, Robert S. Trump, one of
the principal stockholders of the Company, loaned the Company an aggregate of
$500,000, which was utilized in connection with the funding and the initial
operations of Aspen. In August 1995, Aspen officially commenced operations with
the formation of the Aspen Worldwide Dollar Fund (the "Fund"). The Fund was
administered by ABN--AMRO Trust Company (Cayman) Limited. The Fund received
approximately $5,000,000 through initial subscriptions provided by persons
associated with Mr. Trump and raised with Mr. Trump's assistance. The Fund never
received any additional subscriptions. As a result, during the fiscal year ended
September 30, 1996, the initial investors redeemed all of their interests in the
Fund. The Fund is currently inactive. In July and September 1996, Messrs.
Brennan and Loos, respectively, resigned as officers of the Company and have no
affiliation with the Fund. There can be no assurance that the Company will
retain an investment advisor for the Fund or that the Fund or Aspen will
recommence operations.

FPC INFORMATION CORP. In November 1994, the Company, together with Robert
S. Trump, formed FPC Information Corp. Mr. Trump furnished $150,000 to the
Company in connection with the establishment and initial operations of FPC
Information. Mr. Trump owns 20% of the outstanding equity of FPC Information.

The Company intends to solicit shareholder approval on a proposal to
transfer the MARS-TM- software and any rights associated therewith and related
liabilities to FPC Information. In the event the proposal is approved by the
stockholders, the Company will function as a holding company and will seek
investment and acquisition opportunities in the financial services industry. As
of December 24, 1996, Mr. Trump beneficially owned 62% of the Company's shares
of Common Stock. See "Risk Factors -- Transactions With and Control By Principal
Stockholder; Ownership by Management" and "Beneficial Ownership."

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FINANCIAL SERVICES INDUSTRY

Consulting services currently provided to the financial services industry
are rendered by a diverse group of companies or firms, substantially all of
which are privately-held. These companies or firms range in size from large
firms which are divisions or subsidiaries of major accounting firms or Fortune
100 companies to organizations which are smaller than the Company.

The Company believes that the recent increase of mergers and acquisitions in
the financial services industry has generated an increase in demand for related
consulting services. The Company believes that this increased demand includes a
trend towards outsourcing certain services and a greater focus on product and
sales analyses and marketing and communications strategies used in connection
with business combinations.

The Company believes that the industry will continue to consider methods to
analyze the financial impact and competitive position of its products and reduce
in-house corporate functions which may be more efficiently effectuated by
outside resources. The Company believes it can capitalize on this trend.

FINANCIAL INFORMATION SOFTWARE

MARS-TM- (MANAGING ACCOUNT RELATIONSHIPS)

GENERAL. The Company has developed a software program referred to as
MARS-TM- (Managing Account Relationships). MARS-TM- functions as an integrated
planning and sales management system designed to coordinate the user's sales and
marketing activity and analyze the results of its sales efforts and the
profitability of its products. MARS-TM- was designed to allow management at
banks to analyze in greater detail the products it offers in light of an
increasingly competitive industry environment. The Company believes that
MARS-TM- enables its users to monitor income and new business contributions of
each department, branch, sector or group within a business enterprise faster and
more efficiently than current applications. The Company also believes that
future projections by a business enterprise using MARS-TM- will be easier since
the software regularly maintains information regarding pending sales. See "Risk
Factors -- Forward-Looking Statements."

The Company believes that the sales management aspect of MARS-TM- can also
provide management with extensive "on line" information to enable fast and
informed decisions to be made based upon total customer sales and other
financial information. MARS-TM- can retrieve data directly from the customer's
mainframe computers, access overall sales information and match the retrieved
data to targets previously set by the customer. Reporting can be done by
customer, product, account officer, department or division.

In addition to the capability of MARS-TM- to coordinate sales and marketing
activities, individual department managers can use MARS-TM- to measure
productivity of each employee on a daily, weekly, monthly or annual basis. The
overall performance of a business enterprise can be evaluated and compared
against the contributions of each employee. Planning and performance results can
be accessed instantly through standard reports or by means of customized
reporting formats.

SPECIFIC PRODUCT DESCRIPTION. The MARS-TM- program contains modules for key
areas, including customer information, product information, customization,
management reports, report writer, SQL (Structured Query Language) Support and
MARS-TM- Remote.

- CUSTOMER AND PRODUCT INFORMATION. The customer and product information
modules of MARS-TM- allow a user to retrieve in real time its client's
record and select marketing and technical information on its products,
programs and services. The customer and product information modules are
designed to enable the user's sales team to offer the most suitable
products to its clients. The product files contain pricing and competitive
information and textual descriptions of features, benefits and various
terms and conditions of the products offered.

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- MARS-TM- CUSTOMIZATION. MARS-TM- customization allows a user to set system
capabilities for office automation, passwords and access paths to customer
information and product databases. Additionally, it provides the user with
the ability to pre-load the system with text and terminology for windows
and menus so that the particular culture and methodology of the user is
replicated throughout the system.

- MANAGEMENT REPORTS. MARS-TM- allows the user to generate management
reports on officer performance, sales in process and other sales
information by month and quarter. These reports can be accessed by the
user at any time and viewed on-line or in a printed report. Management can
access a complete picture of the activities of each employee by task,
account or as a calendar of activities. Many of the major reports of the
system are also presented graphically as pie or bar charts, allowing for
alternative presentations of complex relationships.

- REPORT WRITER. In addition to the standard reports provided by MARS-TM-,
the system supports the popular report writer called "Crystal Reports,"
which is considered by the Company and others as virtually an industry
standard. Through the use of this third party product, the Company
believes the user can easily add new reports to its MARS-TM- installation,
thereby potentially increasing the value of the data provided.

- SQL SUPPORT. The Company expects to complete shortly a module for MARS-TM-
which will include SQL (Structured Query Language) support thus enabling
MARS-TM- to be used as a single desk top sales support system or a system
that is implemented throughout an organization. See "Risk
Factors -- Forward-Looking Statements."

- E-MAIL SUPPORT. The Company is currently designing a module to the
MARS-TM- system to include its own E-Mail capability, thereby connecting
all users and enabling effective data sharing for management communication
or team selling efforts. Alternatively, the system could be supported by
connections to popular E-Mail products such as Microsoft Mail and Lotus
NOTES. See "Risk Factors -- Forward-Looking Statements."

- ADVANCED SOFTWARE TECHNOLOGY. MARS-TM- is fully compliant with the
Microsoft Windows user interface. MARS-TM- system navigation is mouse
driven requiring minimum keying by the user. A simple export of MARS-TM-
files to Microsoft Word or spread sheets tools, such as EXCEL, allows the
user to quickly gather, sort, and combine information from multiple
sources into one format.

- MARS-TM- REMOTE. MARS-TM- permits mobile computing by the exchange and
synchronization of information between the computer of the remote user and
the server data base. The system supports both direct or Internet
connections, thereby providing its users with greater availability and
flexibility.

TECHNICAL INFORMATION. The MARS-TM- system can produce over 30 on-line
reports to assist the user and management in recommending appropriate products
to customers in a short period of time. Each transaction can be monitored in
real time.

The Company provides a wide range of delivery options for MARS-TM-,
including installation of a fully-configured workstation. MARS-TM- is a
client/server application implemented with state-of-the-art technologies.
MARS-TM- requires an IBM compatible PC with a 386 or higher processor, 8MB RAM
and a 20 MB hard drive. The front-end windows-based application provides a
user-friendly, easy-to-access graphic user interface and is consistent to all
users with different desktop or laptop operating systems, such as Windows, OS/2,
Windows 95 or Windows NT. The back-end server can be implemented with a wide
range of relational database systems such as MS Access, MS Fox-Pro, NS SQL
Server for Windows NT, Sybase Infomix, or Oracle, which also may reside on a
variety of platforms.

MARS-TM- can be used in a wide range of working environments, ranging from a
single PC or a workstation, or a small LAN, to a large corporate setting with
multiple sites connected by Wide Area

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<PAGE>
Network. MARS-TM- supports a variety of networking communication environments
including Novell NetWare, Microsoft Windows for Workgroups, Microsoft Windows
NT, IBM LAN Manager, the TCP/IP Networks (UNIX bases networks) and remote
dial-up.

SOFTWARE LICENSING

The Company expects to license MARS-TM- to customers under nonexclusive
license agreements. Under a standard Company licensing arrangement, the Company
anticipates that the customer will pay a fixed license fee and acquire the
nontransferable and nonexclusive right to use MARS-TM- at one or more designated
sites. The Company anticipates that additional license fees can be negotiated
between the parties depending upon the number of sites at which the customer
intends to use the Company's software. As part of the fixed license fee for
MARS-TM-, customers will receive, for a period of one year after installation,
all announced software enhancements to the licensed software at the latest
standard release level being offered for license by the Company, including all
software and documentation updates. The Company has not derived any revenues
from MARS-TM- since the recommencement of its operations in November 1992 and
there can be no assurance it will generate any such revenues in the future. See
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

The Company expects to recognize revenue from license fees after delivery of
the documentation and the software components to the customer and upon final
customer acceptance, provided that no significant Company obligations remain and
collection of the resulting receivable is deemed probable. Because of the nature
of the Company's software and the overall commitment to a software based,
integrated sales and marketing approach, the Company anticipates that the
installation of MARS-TM- can take from up to several months for a single
customer and up to twelve months for an entire integrated system. The period of
installation is also dependent upon the level of commitment made by the customer
to installation as well as the learning speed of the customer's personnel.
Lengthy installation periods can delay the recognition of revenue from the
Company's software licensing fees.

CUSTOMER SUPPORT; SOFTWARE MAINTENANCE AND SERVICE

In connection with MARS-TM-, the Company expects to provide support services
such as project planning, system installation, software implementation, user
training and ongoing technical support and documentation. In addition, the
Company expects to offer a full range of consulting services, including
planning, research and custom design for modifications to meet the specific
needs of a customer. Support services will be provided either by Company
personnel or independent subcontractors.

The Company anticipates that it will offer software maintenance services to
its customers for a period of time following the installation of MARS-TM-. The
Company expects that its software maintenance agreements will generally provide
for the maintenance of Company-licensed software at a specific site for a
specified period of time. The Company will be required to remedy significant
programming errors, as well as provide the customer with certain improvements,
revisions or modifications.

There have been no revenues from customer support, software maintenance and
service fees since the recommencement of operations by the Company in November
1992. While it is expected that the Company will recognize revenues from such
activities, there can be no assurance that any such revenues will be generated.
See "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

CONSULTING SERVICES

The Company provides the following consulting services primarily through
MKP. The Company believes that these services offer significant cross- selling
opportunities for MARS-TM-.

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<PAGE>
PRODUCT SALES INFORMATION SERVICES. The Company offers product sales
information services which include the design and preparation of product
profiles for internal use by customers. These product profiles provide organized
and up-to-date details on the services offered by the client and its
competitors. Upon identification of the financial services to be analyzed, the
Company confers with the customer's marketing or product management staff to
obtain current information about the features and pricing of the selected
services. After analyzing this information, the Company, using its database
concerning retail, corporate, trust, capital markets and cash management banking
services, develops product profiles which may include a format relating product
features to customer benefits and needs, recommends solutions to sales obstacles
and analyzes pricing and competitive data. Such information is then packaged and
customized to the customer's specifications.

The Company believes that its methodology and proprietary database in
conjunction with management's experience in the banking industry allows it to
provide more comprehensive profiles and information to financial institutions
than those provided by the Company's competitors. As part of its product sales
information service, the Company also develops slides or slide formats for audio
visual presentation for use by the customer's product management groups. The
Company also has the capacity to train the product managers in product
presentation skills. There have been no revenues from product sales information
services since the recommencement of operations by the Company in November 1992.

MARKETING; COMMUNICATIONS AND MERGER-RELATED SERVICES. The Company offers
consulting services to financial institutions in developing sales, marketing and
business development priorities. Services in this area typically include
discussions with the financial institution's management and identifying,
reviewing and analyzing operations in areas such as market position and customer
information; profitable versus marginally profitable or unprofitable services;
market segments; and market niches and product development opportunities. The
Company designs a strategic business plan to enable its customers to address
marketing priorities and attain marketing objectives.

The Company also offers consulting services in connection with the
development of marketing and communication strategies for financial
institutions. The Company has developed a particular expertise in providing
services to banks in connection with merger and acquisition activities.

The Company's clients in this area include The Dime Savings Bank of New
York, NatWest Bank, First Fidelity Bancorporation, First Union National Bank,
Chemical Bank, Bank of New York and First National Bank of Maryland. See "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

MARKETING

The Company's founder and principal executive officer, together with several
other executive officers, are primarily responsible for marketing its software
and services. In the past, the Company conducted its marketing activities
primarily through advertising in selected financial institution trade media and
at professional financial institution conventions. The Company currently markets
its software and services primarily through direct sales calls, referral
business and personal contacts. See "Risk Factors -- Dependence on Management."

The Company markets primarily to domestic and foreign banks. The Company
believes that there are approximately 500 banks in the United States engaged in
activities which may require software and/or services offered by the Company.
The Company also believes that significant opportunities exist for it to sell
its software and/or services in Europe and the Far East, where it believes that
market conditions have made financial institutions acutely aware of the
necessity to develop sales, marketing and business development priorities.

The Company's overall marketing strategy includes internal as well as
external channels of distribution. The Company believes that cross-selling its
software and services will provide it with greater

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<PAGE>
opportunities. For example, the Company believes that it can build a channel of
product distribution for MARS-TM- through its consulting services to augment its
own direct selling efforts. The Company intends to develop relationships with
accounting firms which sponsor information technology services to banks. In
addition, the Company believes that there are additional opportunities for
alliances with regional system integrators whose business is composed entirely
of the installation and modification of banking and financial services
applications.

In general, the Company is primarily retained to fulfill specific needs of
its customers. Accordingly, the success of the Company is dependent upon its
ability to attract a flow of new customers as well as new assignments from past
customers. The solicitation of new assignments from past customers has been and
is expected to be an integral part of the Company's marketing strategy.

INTELLECTUAL PROPERTY RIGHTS AND PROTECTION

Like many software companies, the Company does not hold any patents and
relies upon a combination of copyright and trade secret laws and contractual
restrictions to protect its rights in its software, technology and trade
secrets. There can be no assurance that the Company's proprietary technology
will remain a secret or that others will not develop similar technology and use
such technology to compete with the Company.

Although there can be no assurance, the Company believes that its software
and related technology are proprietary and protected by copyright law, license
agreements and non-disclosure agreements. The Company intends to require its
customers to sign license agreements. Although there can be no assurance, the
Company believes that copyright protection, regardless of whether a license
agreement exists, is sufficient to protect the Company's rights in its software
and technology. Certain protections, such as limitations on use of a product and
limitations on warranties and liability, are not afforded by copyright law and
may not be available without an enforceable license agreement. The ability of
software companies to enforce its licenses has not been clearly defined and
there can be no assurances that the Company will be successful in any
enforcement proceedings. In addition, there can be no assurance that the Company
will have the ability or the resources necessary to enforce its rights under
such licenses or agreements or defend any action commenced by another party for
infringement or any other similar claim.

Pursuant to the indemnification provisions included in its license
agreements, the Company generally will agree to indemnify its customers from
losses resulting from any third-party claims that the Company's software
infringes upon proprietary rights of such third-parties. The amount of such
indemnification is generally limited to the amount of the license fee paid by
the customer to the Company. To date, the Company has not received any written
claims of infringement.

The Company also owns exclusive rights to videotapes, manuals and workbooks
utilized in its sales, marketing and business programs and seeks to protect its
proprietary rights therein through restrictions in its license agreements. The
licenses for videotapes, manuals and workbooks generally have a term of one
year. To date, the Company has not been required to enforce these contractual
safeguards relating to the use of its videotapes, manuals and workbooks. There
can be no assurance that the Company would have the ability or the resources
necessary to enforce its rights under such licenses. See "Risk Factors -- Lack
of Registered Intellectual Property Rights."

COMPETITION

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The Company is aware of several competitors which offer computer software
products as comprehensive as MARS-TM- as well as other competitors. The Company
believes that the software products which most directly compete with MARS-TM-
are Lotus Notes, Siebel Systems Sales Enterprises, Aurum Software Sales Trak and
Borealis Arsenal. In particular, Lotus Development Corp. markets the Notes
product as a universal information sharing tool for collaborative work groups.
The Company believes that the flexibility and workflow components of Notes makes
the product a viable competitor, although at a significantly higher cost than
MARS-TM-.

There can be no assurances that the Company will be successful in its
efforts to distinguish the qualities of its software and services in the
marketplace. Other entities, with substantially greater resources than the
Company, compete directly with the Company by offering software and/or services
to the same industry.

EMPLOYEES

As of December 23, 1996, the Company had thirteen full-time employees. The
Company also engages independent contractors and consultants from time to time
in connection with certain projects. The Company expects to employ additional
personnel as needed in connection with its operations. The Company believes that
it has good relations with its employees.

PROPERTIES

The Company's principal executive offices are located in New York City at
335 Madison Avenue, New York, New York. In September 1995, the Company entered
into a direct sub-sublease agreement with MCI Telecommunications Corp. ("MCI")
covering approximately 5,000 rentable square feet on the 11th floor of 335
Madison Avenue. The sub-sublease expired on December 29, 1996, which coincides
with the expiration date of MCI's sublease arrangement with its sublessor.
However, Builtland Partners, the owner of the building known as 335 Madison
Avenue, New York, New York, has agreed to permit the Company to remain in
occupancy of the 11th floor premises until approximately March 4, 1997 on the
same terms and conditions set forth in the Company's sub-sublease with MCI.

In October 1996, the Company entered into a direct lease with Builtland
Partners, covering approximately 11,142 square feet on the 8th floor at 335
Madison Avenue. This lease has a ten-year term commencing as of October 1996.
Fixed minimum rent of approximately $31,000 per month is payable by the Company
during the first five years of the term and fixed minimum rent of approximately
$35,000 per month is payable by the Company during the final five years of the
term. Under the terms of the lease, the Company's fixed minimum rent obligations
have been abated until March 20, 1997 and for the months of October, November
and December in each of the first four years of the lease term. The Company will
be required to pay operating expense and real estate tax escalation payments as
additional rent. Also, the landlord has agreed to reimburse the Company for up
to approximately $500,000 of construction and other related costs. The Company
expects to assume occupancy of the 8th floor premises in late February 1997.

The Company believes that the facilities which it presently occupies and
those it expects to occupy in February 1997 as described herein are well
maintained, in good condition and suitable for the Company to continue its
operations in the foreseeable future, including the needs generated by any
future growth.

28
<PAGE>
LEGAL PROCEEDINGS

The Company is not currently a party to any material legal proceedings.

FORWARD-LOOKING STATEMENTS

Certain statements contained in the foregoing "Business" section of this
Prospectus, including without limitation, statements containing the words
"believes," "anticipates," "may," "intends," "expects" and words of similar
import, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company or
industry results to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions, both nationally and in the regions in which the Company operates;
competition; changes in business strategy or development plans; the development
or testing of the Company's software; technological, engineering, manufacturing,
quality control or other problems which could delay the sale of the Company's
software; the Company's ability to obtain appropriate licenses from third
parties, protect its trade secrets, operate without infringing upon the
proprietary rights of others and prevent others from infringing on the
proprietary rights of the Company; and the Company's ability to obtain
sufficient financing to continue operations. Certain of these factors are
discussed in more detail elsewhere in this Prospectus, including without
limitation, under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

29
<PAGE>
MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY PERSONNEL

The following table sets forth certain information concerning the Company's
directors, executive officers and key employees:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>

William F. Finley.................................... 53 President; Chief Executive Officer; Chief Financial
Officer; Chairman of the Board of Directors
Duncan G. Burke...................................... 53 Vice President and Director
Richard Levy......................................... 61 Secretary and Director
Philip L. Hage....................................... 50 Director
Susan Michaelson..................................... 39 Managing Director of MKP
Hillary Kelbick...................................... 40 Managing Director of MKP
</TABLE>

The business experience of each of the directors, executive officers and key
employees of the Company for at least the most recent five years is as follows:

WILLIAM F. FINLEY is the founder of the Company and has served as its
President, Chief Executive Officer and Chairman of the Board since its inception
in 1984, and has served as its Chief Financial Officer since December 1987. From
1978 through 1984, Mr. Finley served as Vice President-Corporate Banking and
Manager of a consulting services group known as the Performance Services
Department of Marine Midland Bank, N.A. Prior thereto, from 1971 to 1978, Mr.
Finley held the position of Personnel-Training Director at Irving Trust Company.
From 1969 to 1971, Mr. Finley was employed in the Corporate and Management
Development Department at Chase Manhattan Bank. Mr. Finley has a Masters Degree
in Business Administration from New York University and a Bachelors of Arts
Degree in Psychology and Sociology from Miami University (Ohio). Mr. Finley is
the husband of Susan Michaelson, one of the two Managing Directors of MKP.

DUNCAN G. BURKE has served as a Director of the Company since April 1994. He
has also been the sole principal of Burke Capital Group, Greenwich, Connecticut
since 1994. From 1992 to 1994, Mr. Burke was a Senior Vice President of Laidlaw
Holdings Asset Management, Inc. and from August 1991 to November 1992 he served
as a Vice President of Laidlaw Equities, Inc. From 1989 to 1991, Mr. Burke was a
Vice President with Tucker Anthony Incorporated. He was in the investment
banking group with Dean Witter Reynolds, Inc. from 1970 to 1989, serving as
Managing Director, Investment Banking, from 1979 to 1989. Mr. Burke holds a B.A.
in Economics from Dartmouth College and an M.B.A. in Finance from Columbia
University Graduate School of Business.

RICHARD LEVY has served as a Director of the Company since April 1994. He is
a Senior Director at Cushman & Wakefield, Inc., a real estate consulting and
brokerage firm, and has been employed by that firm for more than 35 years. Mr.
Levy is also a director of Mascott Corporation, a restaurant and catering
company. Mr. Levy attended Muhlenberg College and Columbia University.

PHILIP L. HAGE has served as a Director of the Company since August 1996. He
is a Vice President at Van Kasper & Company, an investment banking and brokerage
firm, and heads the Financial Institutions Group and serves as a regional bank
analyst at that firm. Prior to joining Van Kasper & Company in July 1989, Mr.
Hage was President of Golden Sierra Financial Advisors, a mergers and
acquisitions advisory firm specializing in financial industry companies, from
December 1986 to June 1989. Mr. Hage also served as Senior Vice President and
Partner at A.G. Becker & Company, an international investment banking firm, from
1973 prior to its merger with Merrill Lynch in 1984 and was thereafter employed
by BankAmerica Corporation. Mr. Hage holds a B.A. from The Johns Hopkins
University and an M.B.A. from the Darden School at the University of Virginia.

30
<PAGE>
SUSAN MICHAELSON is one of the co-founders of MKP, together with Hillary
Kelbick and the Company, and has been a Managing Director of MKP since its
inception in October 1994. From 1990 to 1994, Ms. Michaelson served as Senior
Vice President at Wilcox Associates. From 1986 to 1990, Ms. Michaelson was also
a Senior Vice President of the Company. Ms. Michaelson is the wife of William F.
Finley, President, Chairman of the Board and Chief Executive Officer of the
Company. Ms. Michaelson holds a Bachelor of Arts Degree from Syracuse
University.

HILLARY KELBICK is one of the co-founders of MKP, together with Susan
Michaelson and the Company, and has been a Managing Director of MKP since its
inception in October 1994. From 1982 to 1994, Ms. Kelbick served as Senior Vice
President at Wilcox Associates. Ms. Kelbick holds a Bachelor of Arts Degree from
SUNY Albany.

There are currently four members on the Company's Board of Directors. The
Company's certificate of incorporation and by-laws authorize the Board of
Directors to fix the number of authorized directors. The Company's by-laws also
authorize the Board of Directors to fill any vacancy on the Board of Directors.
The Company's by-laws provide that directors are to be elected annually by the
shareholders and hold office until the next annual meeting and until their
respective successors are elected and qualified. Executive officers are elected
by the Board of Directors and hold office until their respective successors are
elected and qualified. The Company has employment agreements with each of its
executive officers and key employees. Other than Mr. Finley and Ms. Michaelson
who are married, there are no other family relationships between the Company's
directors, executive officers and key personnel.

LIMITATION ON PERSONAL LIABILITY; INDEMNIFICATION

The Company's Certificate of Incorporation and By-Laws contain provisions
exculpating the Company's directors from personal liability for actions taken or
omitted to be taken by them in connection with their positions, with limited
exceptions. The Company's By-Laws also contain provisions which require the
Company to indemnify current and former officers and directors for any
judgments, fines, amounts paid in settlement or reasonable attorneys' fees
incurred in the defense of certain actions and proceedings to the fullest extent
permitted under New York law. Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

The Securities and Exchange Commission has comprehensive rules relating to
the reporting of securities transactions by directors, officers and stockholders
who beneficially own more than 10% of the Company's Common Stock (collectively,
the "Reporting Persons"). These rules are complex and difficult to interpret.
Based solely on a review of Section 16 reports received by the Company from
Reporting Persons, the Company believes that no Reporting Person has failed to
file a Section 16 report on a timely basis during the most recent fiscal year
(or any prior fiscal year discovered prior to the filing of this Registration
Statement), other than each of Ms. Kelbick and Ms. Michaelson (who each failed
to file a Form 3 in October 1994 and a Form 4 in October 1996), Mr. Levy (who
failed to file a Form 3 in June 1994 and a Form 4 in July and October 1996), Mr.
Burke (who failed to file a Form 3 in June 1994 and a Form 4 in January 1995 and
October 1996), Mr. Hage (who failed to file a Form 3 in September 1996 and a
Form 4 in October 1996), and Mr. Finely (who failed to file a Form 3 and failed
to file a Form 4 in October 1993, December 1993, October 1995 and October 1996).

31
<PAGE>
EXECUTIVE COMPENSATION

The following table summarizes, for the fiscal years ended September 30,
1996, 1995 and 1994, the compensation paid by the Company to the Company's Chief
Executive Officer and to each other executive officer whose total annual salary
and bonus exceeded $100,000 for services rendered in all capacities to the
Company (the "named executive officers"). See "-- Employment Agreements."

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ---------------
FISCAL ---------------------- OTHER ANNUAL AWARDS OPTIONS/
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS($) COMPENSATION WARRANTS(#)
- --------------------------------------------- ----------- ---------- ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
William F. Finley(1)......................... 1996 $ 150,000 $ 25,000 $ 30,000(7) 200,000
Chief Executive Officer 1995 $ 125,000 -- -- 200,000
1994 $ 100,000 -- -- 100,000
Susan Michaelson(2)(3)....................... 1996 $ 127,000 $ 215,000 $ 30,000(7) 200,000(3)
Managing Director of MKP 1995 $ 92,000 -- $ 100,000 --
1994 -- -- -- --
Hillary Kelbick(4)........................... 1996 $ 127,000 $ 215,000 $ 30,000(7) 200,000(4)
Managing Director of MKP 1995 $ 92,000 -- $ 100,000 --
1994 -- -- -- --
Sean Brennan(5).............................. 1996 $ 83,334 -- -- --
Member of Aspen 1995 $ 185,000 -- -- --
1994 -- -- -- --
Richard Loos(6).............................. 1996 $ 37,500 -- -- --
Member Officer of Aspen 1995 $ 111,000 -- -- --
1994 -- -- -- --
</TABLE>

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

(1) On November 11, 1993, Mr. Finley received warrants to purchase 100,000
shares of Common Stock at $0.50 per share, exercisable until August 31,
1998. On September 15, 1995, the Company issued to Mr. Finley warrants to
purchase 200,000 shares of Common Stock at $0.50 per share, exercisable
until September 15, 2010. On September 16, 1996, the Company issued to Mr.
Finley warrants to purchase 200,000 shares of Common Stock with an exercise
price of $1.00 per share, exercisable until September 15, 2006. Effective as
of January 1, 1995, the Company entered into an employment agreement with
Mr. Finley for a period of five years providing for an annual salary of
$125,000.00. Effective as of July 1, 1996, the Company agreed to amend the
employment agreement to increase Mr. Finley's annual salary to $150,000.00
and to grant Mr. Finley a bonus in the amount of $25,000. See "-- Employment
Agreements."

(2) Susan Michaelson is the wife of William F. Finley, the Company's President,
Chief Executive Officer and Chief Financial Officer. The Company has entered
into an employment agreement with Ms. Michaelson. See "-- Employment
Agreements."

(3) As of October 1994, Ms. Michaelson received 100,000 shares of Common Stock
pursuant to the terms of the Company's agreement dated October 17, 1994 with
Ms. Michaelson and Hillary Kelbick. On September 16, 1996, the Company
issued to Ms. Michaelson warrants to purchase 200,000 shares of Common Stock
with an exercise price of $1.00 per share, exercisable until September 15,
2006.

(4) As of October 1994, 100,000 shares of Common Stock were issued to Ms.
Kelbick pursuant to the terms of the Company's agreement dated October 17,
1994 with Susan Michaelson and Ms. Kelbick. On September 16, 1996, the
Company issued to Ms. Kelbick warrants to purchase 200,000 shares of Common
Stock with an exercise price of $1.00 per share, exercisable until September
15, 2006. The Company has entered into an employment agreement with Ms.
Kelbick. See "-- Employment Agreements."

(5) Mr. Brennan resigned as an officer of Aspen in July 1996 and does not
currently receive any compensation from the Company. See "Business --
Subsidiaries."

(6) Mr. Loos resigned as an officer of Aspen in September 1996 and does not
currently receive any compensation from the Company. See "Business --
Subsidiaries."

(7) For the year ended September 30, 1996, the Company contributed an aggregate
of $30,000 to such executive under its non-contributory pension and profit
sharing plan. See "-- Pension Plan."

32
<PAGE>
STOCK OPTION AND WARRANT GRANTS IN 1996

The following table sets forth certain information concerning individual
option/warrant grants to each of the "named executive officers" of the Company
during the fiscal year ended September 30, 1996.

OPTION/WARRANT GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF TOTAL
SECURITIES OPTIONS/WARRANTS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/WARRANTS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE
- -------------------------------------------------- ---------------- ------------------- ------------- -----------
<S> <C> <C> <C> <C>
William F. Finley(1).............................. 200,000 33 1/3% $ 1.00 9/15/2006
Susan Michaelson(2)............................... 200,000 33 1/3% $ 1.00 9/15/2006
Hillary Kelbick(3)................................ 200,000 33 1/3% $ 1.00 9/15/2006
Sean Brennan...................................... -- -- -- --
Richard Loos...................................... -- -- -- --
</TABLE>

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

(1) On September 16, 1996, the Company issued to Mr. Finley warrants to purchase
200,000 shares of Common Stock, exercisable with an exercise price of $1.00
per share until September 15, 2006. These warrants are exercisable
immediately.

(2) On September 16, 1996, the Company issued to Ms. Michaelson warrants to
purchase 200,000 shares of Common Stock with an exercise price of $1.00 per
share, exercisable until September 15, 2006. These warrants are exercisable
immediately.

(3) On September 16, 1996, the Company issued to Ms. Kelbick warrants to
purchase 200,000 shares of Common Stock with an exercise price of $1.00 per
share, exercisable until September 15, 2006. These warrants are exercisable
immediately.

OPTION EXERCISES AND FISCAL YEAR-END HOLDINGS

No options or warrants were exercised by any named executive officer for the
fiscal year ended September 30, 1996. The following table sets forth
information, as of September 30, 1996, concerning the number of shares issuable
as to exercisable and nonexercisable options or warrants and the value of "in
the money" options and warrants held by the Company's "named executive
officers."

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUE

<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/WARRANTS OPTIONS/WARRANTS
AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
------------------------------ ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- ----------- ----------------- ----------- -----------------
<S> <C> <C> <C> <C>
William F. Finley......................................... 200,000 -- $ 50,000 --
Susan Michaelson.......................................... 200,000 -- $ 50,000 --
Hillary Kelbick........................................... 200,000 -- $ 50,000 --
</TABLE>

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

(1) The value of exercisable options and warrants is based on the average of the
high and low sale prices of the Common Stock as reported on the OTC Bulletin
Board on January 3, 1997, which was $1.25, minus the exercise price of the
option or warrant, as the case may be.

COMPENSATION OF DIRECTORS

The Company has no standard arrangement relating to the compensation of its
directors. Directors who are also officers of the Company are not paid any
monetary compensation for attendance at directors' meetings or for attending or
participating in any committee meetings. Historically, directors of the Company
have been compensated for their services and attendance at meetings through the
grant of options and warrants to purchase shares of Common Stock.

33
<PAGE>
All directors are eligible for grants of stock options pursuant to the
Company's 1988 Incentive Stock Option Plan. As of September 30, 1996, the
Company had granted options to two of its directors (including the chief
executive officer) and two former directors under the Option Plan, representing
a total of 60,000 shares, exercisable at an average exercise price of
approximately $4.60 per share until October 1998.

In December 1994 and July 1996, Duncan Burke and Richard Levy, respectively,
received 20,000 shares of Common Stock for services rendered to the Company. In
addition, in September 1996, Messrs. Burke and Levy each received warrants to
purchase 50,000 shares of Common Stock at $1.00 per share exercisable until
September 15, 2006. In September 1996, Philip L. Hage received warrants to
purchase 25,000 shares of Common Stock at $1.00 per share, exercisable until
September 15, 2006. All of the warrants are immediately exercisable. See
"Certain Transactions -- Transactions with Directors and Executive Officers."

INCENTIVE STOCK OPTION PLAN

In March 1988, the Company adopted an Incentive Stock Option Plan (the
"Option Plan") pursuant to which 140,000 shares of Common Stock have been
reserved for issuance to officers, directors and key employees of the Company.
Under the Option Plan, options are granted at 100% of fair market value on the
date of grant (or 110% of fair market value, if the grantee is the owner of 10%
or more of the Company's Common Stock as of the date of grant). As of September
30, 1996, the Company had granted options to 5 individuals to purchase a total
of 70,000 shares until October 1998, of which 40,000 are exercisable at an
exercise price of approximately $0.44 per share and 30,000 are exercisable at
$4.81 per share.

EMPLOYMENT AGREEMENTS

On September 1, 1995, the Company entered into a five-year employment
agreement with Mr. Finley which expires on August 31, 2001. Under the agreement,
Mr. Finley's initial annual salary was $125,000, subject to increases as
determined by the Company's Board of Directors. Mr. Finley's current salary is
$150,000 per annum. The Company has also agreed to pay reasonable travel and
entertainment expenses incurred by Mr. Finley on behalf of the Company. In the
event of the termination of Mr. Finley's employment with the Company for any
reason, Mr. Finley is entitled to receive all accrued salary and vacation pay
due plus a severance payment of $100,000. Pursuant to the terms of the
employment agreement, for a period of one year after the expiration or
termination of the employment agreement, Mr. Finley may not disrupt any
relationships, contractual or otherwise, between the Company and any of its
customers, clients, employees or independent contractors.

Mr. Finley's executive employment agreement does not provide for the
issuance of any Common Stock, warrants or options. On September 15, 1995, the
Company granted Mr. Finley warrants to purchase 200,000 shares of the Common
Stock with an exercise price of $0.50 per share, exercisable through September
15, 2010. Additionally, on September 16, 1996, the Company granted Mr. Finley
warrants to purchase 200,000 shares of the Common Stock with an exercise price
of $1.00 per share, exercisable through September 15, 2006.

MKP has entered into executive employment agreements with each of Ms.
Michaelson and Ms. Kelbick for a term of three years ending on October 17, 1997.
Under the terms of the agreements, the initial annual salary of Ms. Michaelson
and Ms. Kelbick was $80,000. The annual base salary currently payable to each of
Ms. Michaelson and Ms. Kelbick is $115,000. In the event that either Ms.
Michaelson or Ms. Kelbick elects not to renew her respective employment
agreement with MKP at the expiration of the term and MKP elects not to renew the
employment agreement, the respective executive will be entitled to receive a
severance payment in the amount of $30,000. The employment agreements further
provide an annual incentive compensation payment for each of Ms. Michaelson and
Ms. Kelbick equal to a percentage, initially established at 30% and thereafter
to be determined annually by the Board of Directors, of the

34
<PAGE>
net income before taxes of MKP as if MKP was not a member of the Company's
consolidated group. For the year ended September 30, 1996, Ms. Michaelson and
Ms. Kelbick received an aggregate of $430,000 under the incentive program. See
"Certain Transactions -- Transactions with Directors and Executive Officers."
For a period of one year after the expiration or termination of the respective
employment agreements, Ms. Michaelson and Ms. Kelbick may not disrupt or
interfere with any relationship, contractual or otherwise, between MKP and any
of its customers, clients, employees or independent contractors.

PENSION PLAN

In September 1996, the Company established a non-contributory pension and
profit sharing plan for the benefit of its eligible full-time employees. The
plan provides for annual contributions to a trust fund, which are based upon a
percentage of qualifying employees' annual compensation. Total contributions are
limited to the maximum amount deductible for federal income tax purposes. For
the year ended September 30, 1996, the Company contributed an aggregate $90,000
in connection with the plan for the benefit of Mr. Finley, Ms. Michaelson and
Ms. Kelbick.

CONSULTING AGREEMENTS

In November 1996, the Company entered into a two-year, non-exclusive
advisory agreement with Van Kasper & Company ("Van Kasper"). Pursuant to the
terms of the agreement, the Company issued Van Kasper a three-year warrant to
purchase 150,000 shares of Common Stock with an exercise price of $0.50 per
share. The Company also granted Van Kasper "piggyback" registration rights for
the shares of Common Stock underlying the warrant with respect to the first
registration statement filed by the Company after November 1996. Under the
agreement, Van Kasper will provide general corporate advice to the Company
including advice in connection with developing relationships with analysts and
market-makers and advice on investor presentations. See "Price Range of Common
Stock" and "Certain Transactions -- Transactions with Directors and Executive
Officers."

In November 1996, the Company entered into a non-exclusive advisory
agreement with Laidlaw Equities, Inc. ("Laidlaw") which provides that Laidlaw
will render general corporate advice to the Company and will propose to act as a
placement agent in connection with potential acquisition financing. Pursuant to
the terms of the agreement, the Company issued Laidlaw a three-year warrant to
purchase 150,000 shares of Common Stock with an exercise price of $0.50 per
share. The Company also granted Laidlaw "piggyback" registration rights as to
the shares of Common Stock underlying the warrant. See "Price Range of Common
Stock" and "Certain Transactions -- Transactions with Directors and Executive
Officers."

35
<PAGE>
BENEFICIAL OWNERSHIP

The following table sets forth, as of December 24, 1996, certain information
regarding the beneficial ownership of Common Stock by (i) each person who is
known to the Company to be the beneficial owner of more than 5% of the Common
Stock, (ii) each director and executive officer of the Company, (iii) each of
the Company's "named executive officers" as determined in accordance with the
rules and regulations of the Commission, and (iv) all directors and executive
officers of the Company as a group. The following information is based in part
upon data furnished by the persons indicated below:

<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF CLASS(1)
BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED(1)
- ---------------------------------------------------------------------- -------------------- ---------------------
<S> <C> <C>
Robert S. Trump(2).................................................... 4,867,422 62.00%
William F. Finley(3).................................................. 837,546 9.64%
Marvin M. Reiss(4).................................................... 560,173 6.83%
Duncan G. Burke(5).................................................... 70,000 0.86%
Richard Levy(6)....................................................... 70,000 0.86%
Philip L. Hage(7)..................................................... 25,200 0.32%
Susan Michaelson(8)................................................... 330,000 4.08%
Hillary Kelbick(9).................................................... 300,000 3.73%
Richard Loos(10)...................................................... -- --
Sean Brennan(11)...................................................... -- --
All directors and executive officers as a group (6 persons)........... 1,863,319 20.11%
</TABLE>

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

(1) Based upon an aggregate of 7,850,782 shares of Common Stock outstanding as
of December 24, 1996, plus, for each listed beneficial owner, the number of
shares which such person has the right to acquire within 60 days of December
24, 1996.

(2) The address of Mr. Trump is c/o Trump Management, Inc. 2611 West Second
Street, Brooklyn, New York 11223. For further information concerning Mr.
Trump's relationships to the Company, see "Certain Transactions --
Transactions with Principal Stockholders."

(3) Includes: (i) 15,000 shares issuable upon the exercise of an option granted
pursuant to the Option Plan; (ii) 81,960 shares issuable upon the exercise
of warrants granted on September 30, 1993 in partial consideration for the
exchange of approximately $25,612 of indebtedness owed by the Company; (iii)
10,586 shares issuable upon the exercise of warrants granted on November 11,
1993; (iv) 10,000 shares issuable upon the exercise of an option granted to
Susan Michaelson pursuant to the Option Plan; (v) 20,000 shares issuable
upon the exercise of warrants granted to Susan Michaelson on November 11,
1993; (vi) 100,000 shares of Common Stock held by Susan Michaelson; (vii)
200,000 shares issuable upon the exercise of warrants granted on September
15, 1995; (viii) 200,000 shares issuable upon the exercise of warrants
granted on September 16, 1996; and (ix) 200,000 shares issuable upon the
exercise of warrants granted to Susan Michaelson on September 16, 1996.
Susan Michaelson is the wife of Mr. Finley and a Managing Director and 10%
stockholder of MKP. Mr. Finley disclaims beneficial ownership of the shares
beneficially owned by his wife. The address of Mr. Finley is 335 Madison
Avenue, New York, New York 10017. See "Management -- Directors, Executive
Officers and Key Personnel."

(4) Includes: (i) 15,000 shares issuable upon the exercise of an option granted
pursuant to the Option Plan; (ii) 205,392 shares of Common Stock held by
Rebot Corporation, a private corporation whose sole stockholder is Mr.
Reiss; (iii) 239,781 shares issuable upon the exercise of warrants granted
to Rebot Corporation on September 30, 1993 in consideration for the exchange
of $74,931 of indebtedness owed by the Company; and (iv) 100,000 shares
issuable upon the exercise of warrants granted on November 11, 1993. The
address of Mr. Reiss is 5 Walden Lane, Rye, New York 10580.

(5) Includes 50,000 shares issuable upon the exercise of warrants granted to Mr.
Burke on September 16, 1996. The address of Mr. Burke is c/o Burke Capital,
Two Greenwich Plaza, P.O. Box 628, Greenwich, Connecticut 06836.

(6) Includes 50,000 shares issuable upon the exercise of warrants granted to Mr.
Levy on September 16, 1996. The address of Mr. Levy is c/o Cushman &
Wakefield, 100 Wall Street, New York, New York 10005.

(7) Includes 25,000 shares issuable upon the exercise of warrants granted to Mr.
Hage on September 16, 1996. The address of Mr. Hage is c/o Van Kasper &
Company, 600 California Street, Suite 1700, San Francisco, California 94108.

(8) Includes: (i) 10,000 shares issuable upon the exercise of an option granted
pursuant to the Option Plan; (ii) 20,000 shares issuable upon the exercise
of an option to purchase Common Stock granted on November 11, 1993; and
(iii) 200,000 shares issuable upon the exercise of warrants granted on
September 16, 1996. Does not include any equity securities of the Company

36
<PAGE>
beneficially owned by Ms. Michaelson's husband, William F. Finley, the
Company's Chairman of the Board, President and Chief Executive Officer. Ms.
Michaelson disclaims beneficial ownership of the shares beneficially owned
by her husband. The address of Ms. Michaelson is 335 Madison Avenue, New
York, New York 10017. See "Management -- Directors, Executive Officers and
Key Personnel."

(9) Includes 200,000 shares issuable upon the exercise of warrants granted to
Ms. Kelbick on September 16, 1996. The address of Ms. Kelbick is 335 Madison
Avenue, New York, New York 10017.

(10) Mr. Loos resigned as an officer of Aspen in September 1996. See "Business
-- Subsidiaries."

(11) Mr. Brennan resigned as an officer of Aspen in July 1996. See "Business --
Subsidiaries."

37
<PAGE>
CERTAIN TRANSACTIONS

GENERAL

The following is a discussion of certain transactions entered into by the
Company and its principal stockholders, executive officers and directors. The
Company believes that the terms of these transactions were no less favorable to
the Company than would have been obtained from non-affiliated third parties for
similar transactions at the time of such transactions. The Company's current
policy is that all transactions between the Company and its directors, officers
and principal stockholders should be on terms no less favorable to the Company
than could be obtained from unaffiliated parties.

TRANSACTIONS WITH PRINCIPAL STOCKHOLDERS

ROBERT S. TRUMP. In January 1993, Robert S. Trump (who as of December 24,
1996 beneficially owned approximately 62% of the Common Stock) loaned the
Company an aggregate of $125,000 in connection with the recommencement of its
operations. The loan was evidenced by a secured, exchangeable promissory note
which bore interest at the rate of 10% per annum and was due on December 31,
1995 (the "Exchangeable Note"). The indebtedness under the Exchangeable Note was
secured by a first priority security interest in the Company's accounts
receivable, contract rights and rights relating to certain computer software. In
connection with the issuance of the Exchangeable Note, Mr. Trump received
warrants to purchase 400,000 shares of Common Stock at an exercise price of
$0.3125 per share, which were exercisable until January 6, 1998.

In September 1993, the Company sold 320,000 shares of Common Stock to Mr.
Trump for an aggregate of $100,000 in cash. In connection therewith, Mr. Trump
also received warrants to purchase 320,000 shares of Common Stock, with an
exercise price of $0.50, which were exercisable until August 31, 1998. In March
1994, the Company sold an aggregate of 133,334 shares of Common Stock to Mr.
Trump for $100,000 in cash.

In July 1994, Mr. Trump loaned the Company an aggregate of $150,000 pursuant
to a secured promissory note which bore interest at the rate of 10% per annum
and was due on December 31, 1997 (the "Secured Promissory Note"). The Secured
Promissory Note was cross- collateralized and cross-defaulted with the
Exchangeable Note.

In October 1994, Mr. Trump loaned the Company an aggregate of $280,000
pursuant to a secured promissory note which bore interest at the rate of 8% per
annum and was due on December 31, 1997 (the "Second Secured Promissory Note").
The net proceeds therefrom were utilized by the Company primarily for the
formation and initial operations of its 80% subsidiary, MKP. The Second Secured
Promissory Note was cross- collateralized and cross-defaulted with the
Exchangeable Note and the Secured Promissory Note.

In December 1994, Mr. Trump loaned the Company an aggregate of $150,000
pursuant to a secured promissory note which bore interest at the rate of 8% per
annum and was due on December 31, 1997 (the "Third Secured Promissory Note").
The Third Secured Promissory Note was cross-collateralized and cross-defaulted
with the $125,000 Exchangeable Note issued to Mr. Trump in January 1993, the
$150,000 Secured Promissory Note issued to Mr. Trump in July 1994 and the
$280,000 Second Secured Promissory Note issued to Mr. Trump in October 1994.

In January 1995, Mr. Trump loaned the Company an aggregate of $250,000
pursuant to a secured promissory note (the "Fourth Secured Promissory Note").
The net proceeds of the Fourth Secured Promissory Note were utilized by the
Company primarily in connection with the formation and initial operations of
Aspen. Pursuant to agreements between Mr. Trump and the Company dated as of
January 13, 1995, all accrued and unpaid interest in respect of the Exchangeable
Note and the Secured Promissory Note were added to the principal of each note
and such notes were consolidated, cross-

38
<PAGE>
collateralized and cross-defaulted with the Second Secured Promissory Note, the
Third Secured Promissory Note and the Fourth Secured Promissory Note, thereby
representing consolidated indebtedness to Mr. Trump in the aggregate principal
amount of $986,500 (the "Consolidated Note"). Indebtedness under the
Consolidated Note bore interest at the rate of 8% per annum and was due and
payable on December 31, 1997. Under the terms of the Consolidated Note, the
Company was entitled to receive 30% of the pre-tax net operating income of its
subsidiaries and was obligated to apply the balance of such income on an annual
basis towards the payment of accrued interest on such indebtedness and then to
reduce principal. On January 11, 1995, the Company also agreed to extend for an
additional period of three years the exchange period in respect to the
Exchangeable Note and the exercise periods for all of the warrants held by Mr.
Trump to purchase Common Stock.

In April 1995, Mr. Trump loaned the Company an aggregate of $250,000
pursuant to a secured promissory note (the "Fifth Secured Promissory Note"). The
net proceeds therefrom were utilized by the Company primarily in connection with
the further development of Aspen's operations. Pursuant to agreements between
Mr. Trump and the Company dated April 6, 1995, this note was consolidated,
cross-collateralized and cross-defaulted with the indebtedness under the
Consolidated Note and contained identical terms. During the period from March to
November 1996, all of the Company indebtedness held by Mr. Trump, including all
of the indebtedness represented by the Exchangeable Note, the Consolidated Note
and the Fifth Secured Promissory Note, was converted into Common Stock, at an
exchange rate to $1.00 per share.

In September 1995, the Company issued to Mr. Trump warrants to purchase
1,000,000 shares of Common Stock with an exercise price of $0.50 per share,
exercisable through September 15, 2010, in consideration for, among other
things, (i) Mr. Trump's prior debt and equity investments in the Company (which
provided the Company with substantially all of the working capital required to
continue operations during the fiscal years ended September 30, 1994 and 1995);
(ii) Mr. Trump's agreement to exercise all of his remaining warrants to purchase
Common Stock under the warrant agreement dated January 7, 1993; (iii) Mr.
Trump's assistance in raising $5,000,000 in subscriptions for the international
cash management fund established by the Company's subsidiary, Aspen; and (iv)
Mr. Trump's willingness to consider future proposals by the Company to provide
additional capital.

In March 1996, Mr. Trump exercised warrants to purchase 1,000,000 shares of
Common Stock for an aggregate purchase price of $500,000. In addition, Mr. Trump
agreed to convert approximately $1,000,000 of Company indebtedness under the
Consolidated Note into 1,000,000 shares of Common Stock at a conversion price of
$1.00 per share.

In June 1996, Mr. Trump converted an additional $517,474 of Company
indebtedness into 517,474 shares of Common Stock at a conversion price of $1.00
per share. In connection with the conversion, the Company agreed with Mr. Trump
that if the Company issues additional shares of Common Stock at any time after
March 29, 1996 for less than $1.00 per share, then the conversion price
applicable to the shares issued to Mr. Trump in connection with the debt
conversion would be correspondingly decreased and the Company would issue Mr.
Trump an appropriate number of additional shares so that the total number of
shares issued in connection with this debt conversion corresponds to the
adjusted conversion price.

In November 1996, Mr. Trump exercised his right to exchange the Exchangeable
Note into 400,000 shares of Common Stock, which represents an effective exchange
rate of $0.3125 per share and converted the remaining balance of all outstanding
indebtedness of the Company which aggregated $164,614, represented by the
balance of the outstanding amount under the Consolidated Note and other
outstanding demand loans held by Mr. Trump, into 164,614 shares of Common Stock
at a conversion rate of $1.00 per share.

As of December 24, 1996, all of the warrants to purchase Common Stock held
by Mr. Trump have been exercised.

39
<PAGE>
For further information concerning certain other arrangements between the
Company and its principal stockholders. See "Business -- Subsidiaries" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

TRANSACTIONS WITH DIRECTORS AND EXECUTIVE OFFICERS

WILLIAM F. FINLEY. In November 1993, Mr. Finley, the Company's Chief
Executive Officer and President who as of December 24, 1996 may be deemed to
beneficially own approximately 9.64% of Common Stock, received warrants to
purchase 100,000 shares of Common Stock with an exercise price of $0.50 per
share, which warrants are exercisable until August 31, 1998. In November 1995,
Mr. Finley sold 40,000 of these warrants to a shareholder and former director of
the Company. In November 1996, Mr. Finley exercised a portion of these warrants
and received 49,414 shares of Common Stock. On September 15, 1995, the Company
issued to Mr. Finley warrants to purchase 200,000 shares of Common Stock with an
exercise price of $0.50 per share, which warrants are exercisable through
September 15, 2010, in consideration of Mr. Finley's past services performed on
behalf of the Company. On September 16, 1996, the Company issued Mr. Finley
warrants to purchase 200,000 shares of Common Stock with an exercise price of
$1.00 per share, which warrants are exercisable through September 15, 2006, in
consideration of Mr. Finley's past services performed on behalf of the Company.
All of the warrants which have been issued by the Company to Mr. Finley are
exercisable immediately.

DUNCAN G. BURKE, currently a Vice President and Director of the Company, was
a Senior Vice President of Laidlaw Holdings Asset Management, Inc. from 1992 to
1994. That firm acted as a consultant to the Company during 1994 and 1995. To
date, neither Mr. Burke nor Laidlaw Holdings Asset Management, Inc. received any
compensation from the Company for services performed other than as described in
this Prospectus. As consideration for past services performed by Mr. Burke on
behalf of the Company, in December 1994 Mr. Burke received 20,000 shares of
Common Stock, and in September 1996 Mr. Burke received warrants to purchase
50,000 shares of Common Stock which are exercisable at $1.00 per share for a
ten-year period. These warrants are immediately exercisable, Mr. Burke was also
a Vice President of Laidlaw Equities, Inc. during 1991 and 1992. See "Management
- -- Directors, Executive Officers and Key Personnel" and "-- Consulting
Agreements."

RICHARD LEVY, currently the Secretary and a Director of the Company, is a
Senior Director at Cushman & Wakefield, which firm has acted as a real estate
broker with regard to the Company's recent lease of a portion of the 8th floor
at 335 Madison Avenue, New York, New York in October 1996. The Company is not
obligated to pay any commissions to Mr. Levy in connection with the lease.
However, Cushman & Wakefield did receive brokerage commissions from the lessor
in connection with the consummation of the lease with the Company. As
consideration for past services performed by Mr. Levy on behalf of the Company,
in July 1996, Mr. Levy received 20,000 shares of Common Stock and in September
1996, Mr. Levy received warrants to purchase 50,000 shares of Common Stock
exercisable at $1.00 per share for a ten-year period. These warrants are
exercisable immediately.

PHILIP L. HAGE is a Director of the Company and Vice President of Van Kasper
& Company. As consideration for past services performed by Mr. Hage on behalf of
the Company, in September 1996, Mr. Hage received warrants to purchase 25,000
shares of Common Stock exercisable at $1.00 per share for a ten-year period.
These warrants are exercisable immediately. Van Kasper provides advisory
services to the Company pursuant to the terms of a two-year, non-exclusive
advisory agreement. See "Management -- Directors, Executive Officers and Key
Personnel" and "-- Consulting Agreements."

SUSAN MICHAELSON is the President and Treasurer and a Managing Director of
the Company's subsidiary, MKP. As of October 1994, Ms. Michaelson received
100,000 shares of Common Stock pursuant to the terms of the Managing Director's
Agreement dated October 18, 1994 by and among the Company, Ms. Michaelson and
MKP. On September 16, 1996, Ms. Michaelson received warrants to purchase 200,000

40
<PAGE>
shares of Common Stock at an exercise price of $1.00 per share for a ten-year
period, for services previously rendered to the Company.

HILLARY KELBICK is the Vice President and Secretary and a Managing Director
of the Company's subsidiary, MKP. As of October 1994, Ms. Kelbick received
100,000 shares of Common Stock pursuant to the terms of the Managing Director's
Agreement dated October 18, 1994 by and among the Company, Ms. Kelbick and MKP.
On September 16, 1996, Ms. Kelbick received warrants to purchase 200,000 shares
of Common Stock at an exercise price of $1.00 per share for a ten-year period,
for services previously rendered to the Company.

For further information concerning employment agreements and certain other
arrangements between the Company and its directors and executive officers, see
"Management -- Executive Compensation; and -- Employment Agreements."

41
<PAGE>
SELLING SECURITYHOLDERS

The following persons (the "Selling Securityholders") may sell the number of
shares of Common Stock set forth in the second column opposite their respective
names pursuant to this Prospectus. The information contained in this table is
presented as of the date of this Prospectus and is provided to the knowledge of
the Company. The Common Stock offered pursuant to this Prospectus may be offered
from time to time by the Selling Securityholders. The Company will not receive
any proceeds from the sale of the shares of Common Stock offered hereby. See
"Use of Proceeds." The Company believes that the persons named in the following
table have sole power to vote and dispose of the shares of Common Stock offered
hereby. Except as otherwise described in this Prospectus, no Selling
Securityholder has held any position or office or had any other material
relationship with the Company within the past three years. The Selling
Securityholders and any other person participating in the distribution of the
shares of Common Stock offered hereby will be subject to applicable provisions
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, including Rules 10b-6 amd 10b-7, which
provisions can limit the timing of purchases and sales of the Common Stock. See
'Risk Factors -- Need for Current Prospectus; State "Blue Sky" Registration and
Other Requirements,' "Business," "Management," "Beneficial Ownership," "Certain
Transactions" and "Plan of Distribution"

<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES OF COMMON STOCK
PRIOR TO THIS OF COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS OFFERING OFFERED HEREBY AFTER THIS OFFERING
- ------------------------------------------------------ ------------------- ----------------- -------------------------
<S> <C> <C> <C>
Duncan G. Burke(1).................................... 70,000 70,000(4) *
c/o Burke Capital
Two Greenwich Plaza
P.O. Box 628
Greenwich, CT 06836
China America Invest Corporation...................... 230,000 230,000 *
c/o Disney Thompson
169 East Flagler Street, #1527
Miami, FL 33131
Henry T. Doherty...................................... 80,000 80,000(5) *
169 East Flagler Street
Suite 1500
Miami, FL 33131
William F. Finley(1).................................. 492,546 492,546(6) *
335 Madison Avenue
New York, NY 10017
Gerald Franz.......................................... 208,913 208,913 *
60 Sutton Place South
New York, NY 10022
Gary S. Friedman...................................... 16,000 16,000 *
300 East 42nd Street
New York, NY 10017
Philip L. Hage(1)..................................... 25,200 25,200(7) *
c/o Van Kasper & Company
600 California Street
Suite 600
San Francisco, CA 94108
Hillary Kelbick(1).................................... 300,000 300,000(8) *
335 Madison Avenue
New York, NY 10017
</TABLE>

42
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES OF COMMON STOCK
PRIOR TO THIS OF COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS OFFERING OFFERED HEREBY AFTER THIS OFFERING
- ------------------------------------------------------ ------------------- ----------------- -------------------------
<S> <C> <C> <C>
Richard S. Levy(1).................................... 70,000 70,000(9) *
c/o Cushman & Wakefield
100 Wall Street
New York, NY 10005
Susan Michaelson(1)................................... 330,000 330,000(10) *
335 Madison Avenue
New York, NY 10017
Robert S. Trump(2).................................... 4,855,422 4,855,422 *
c/o Trump Management
2611 West Second Avenue
Brooklyn, NY 11223
Anil Uttamsingh....................................... 10,000 10,000 *
180 West End Avenue
Apartment 3M
New York, NY 10023
Nataly Pekelis and Eugene Pekelis..................... 50,000 50,000 *
9016-C2 Fisher's Pond Drive
Charlotte, NC 28277
John E. Bendik........................................ 25,000 25,000 *
19 East 95th Street
Apartment 6F
New York, NY 10128
Rohit Aggarwal........................................ 25,000 25,000 *
160 East 38th Street
Apartment 28H
New York, NY 10016
Paul Marcontell....................................... 3,000 3,000 *
855 Hardscrabble Road
Chappaqua, NY
Joseph Mark Stearn.................................... 18,000 18,000 *
186-05 Troon Road
Jamaica Estates, NY 11428
MRS Publications...................................... 5,000 5,000 *
12 West 27th Street
14th Floor
New York, NY 10001
McKeown & Franz, Inc.................................. 22,500 22,500 *
630 Third Avenue
New York, New York 10017
Ismail Hukkawala...................................... 50,000 50,000 *
P.O. Box 60851
Dubai, U.A.E.
PBI Management Consultants Ltd........................ 30,000 30,000 *
1305 Morningside Ave. #15
Scarborough, Ontario Canada
</TABLE>

43
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES OF COMMON STOCK
PRIOR TO THIS OF COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS OFFERING OFFERED HEREBY AFTER THIS OFFERING
- ------------------------------------------------------ ------------------- ----------------- -------------------------
<S> <C> <C> <C>
Silver Wall Corporation............................... 100,000 100,000 *
c/o Citgo BVI
Citgo Building
Wickhams Cay
Roadtown, Tortola
British Virgin Islands
Shobha Chheda......................................... 50,000 50,000 *
1025 Cardinal Drive
Effingham, Illinois 62401
Vasant Chheda......................................... 80,000 80,000 *
1025 Cardinal Drive
Effingham, Illinois 62401
New Economy Special Equity Fund, L.P.................. 180,000 180,000 *
c/o Citgo Center
West Bay Rd.
P.O. Box 31106 SH8
Grand Cayman
Cayman Islands
Shayana Devendra Kadidal.............................. 25,000 25,000 *
77 Sejon Drive
Sayville, New York 11782
Patricia Latkovski.................................... 25,000 25,000 *
205 Upper College Terrace
Frederick, MD 21701
Raghunath Kilambi..................................... 55,000 55,000 *
111 Orchard View Blvd.
Toronto, Ontario M4R 1C1
Canada
James V. Finley....................................... 5,400 5,400 *
c/o Peter D. St. Phillip, Jr., Esq.
135 South 19th Street, Suite 200
Philadelphia, PA 19103-4907
Irving Joel Gikofsky.................................. 17,500 17,500 *
30 Lincoln Plaza
New York, New York 10023
Thomas Gad............................................ 25,000 25,000 *
170 East 87th Street
New York, New York 10128
Thomas Gad and Linda Gad.............................. 25,000 25,000 *
170 East 87th Street
New York, New York 10128
Estate of Paul M. Diamond............................. 182,401 182,401(11) *
1275 15th Street, Apt. 3L
Fort Lee, New Jersey 07024
Pamela M. Reich....................................... 10,000 10,000(12) *
25 Dorset Road
East Hampton, NY 11937
Debra Kruper.......................................... 8,000 8,000(13) *
9 Terrace Circle, Apt. 1B
Great Neck, NY 11021
</TABLE>

44
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES OF COMMON STOCK
PRIOR TO THIS OF COMMON STOCK BENEFICIALLY OWNED
NAME AND ADDRESS OFFERING OFFERED HEREBY AFTER THIS OFFERING
- ------------------------------------------------------ ------------------- ----------------- -------------------------
<S> <C> <C> <C>
Siobhan Glennon....................................... 5,000 5,000(14) *
6 Naugatuck Lane
East Islip, New York 11730
Nora Byrne............................................ 5,000 5,000(15) *
75 3rd Place, Apartment 1
Brooklyn, New York 11231
John ZhanPing Kwok.................................... 10,000 10,000 *
92-10 69th Avenue
Forest Hills, New York 11375
Marc Stephen Chalkin and Rina Chalkin................. 20,000 20,000 *
1 Buckingham Drive
Wayside, New Jersey 07712
Britwirth Financial Inc............................... 220,000 220,000 *
437 Spadina Road No. 23015
Toronto, Ontario
Canada M5P 2W3
Britwirth Investment Co. Ltd.......................... 130,000 130,000 *
437 Spadina Road No. 23015
Toronto, Ontario
Canada M5P 2W3
Jeffrey Safran........................................ 14,000 14,000 *
10 Olmstead Lane
East Northport, NY 11731
Jan Van Eck........................................... 60,000 60,000 *
2 Mailcoach Court
Wilton, Connecticut 06897
Arthur J. Epstein..................................... 14,000 14,000 *
4238 Oak Beach
Oak Beach, NY 11702
ShinChih Chen......................................... 10,000 10,000 *
33-24 91st Street, Apt. 5X
Jackson Heights, NY 11372
Van Kasper & Company(3)............................... 150,000 150,000(16) *
600 California Street
Suite 600
San Francisco, CA 94108
Laidlaw Equities, Inc.(3)............................. 150,000 150,000(17) *
100 Park Avenue
New York, New York 10017
</TABLE>

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

* Because the Selling Securityholders may offer all or a portion of their
shares of Common Stock pursuant to this Prospectus, there can be no
assurance as to the amount of Common Stock that will be held by each Selling
Securityholder following the consummation of this offering.

(1) Such person is a director or executive officer of the Company. For further
information concerning certain relationships between such Selling
Securityholders and the Company, see "Management" and "Certain
Transactions -- Transactions with Directors and Executive Officers."

(2) For further information concerning certain relationships between such
Selling Securityholder and the Company, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations",
"Business -- Subsidiaries" and "Certain Transactions -- Transactions with
Principal Stockholders."

45
<PAGE>
(3) For further information concerning certain relationships between such
Selling Securityholders and the Company, see "Management" and "Certain
Transactions -- Transactions with Directors and Executive Officers."

(4) Includes 50,000 shares of Common Stock issuable upon the exercise of
warrants.

(5) Includes 40,000 shares of Common Stock issuable upon the exercise of
warrants.

(6) Includes 492,546 shares of Common Stock issuable upon the exercise of
warrants.

(7) Includes 25,000 shares of Common Stock issuable upon the exercise of
warrants.

(8) Includes 200,000 shares of Common Stock issuable upon the exercise of
warrants.

(9) Includes 50,000 shares of Common Stock issuable upon the exercise of
warrants.

(10) Includes 230,000 shares of Common Stock issuable upon the exercise of
warrants.

(11) Includes 125,323 shares of Common Stock issuable upon the exercise of
warrants.

(12) Includes 5,000 shares of Common Stock issuable upon the exercise of
warrants.

(13) Includes 5,000 shares of Common Stock issuable upon the exercise of
warrants.

(14) Includes 5,000 shares of Common Stock issuable upon the exercise of
warrants.

(15) Includes 5,000 shares of Common Stock issuable upon the exercise of
warrants.

(16) Includes 150,000 shares of Common Stock issuable upon the exercise of
warrants.

(17) Includes 150,000 shares of Common Stock issuable upon the exercise of
warrants.

46
<PAGE>
DESCRIPTION OF SECURITIES

GENERAL

The Company is authorized to issue an aggregate of 50,000,000 shares of
Common Stock and 10,000,000 shares of preferred stock, par value $.001 per share
(the "Preferred Stock"). As of December 24, 1996, there were 7,850,782 shares of
Common Stock issued and outstanding, no shares of Preferred Stock issued and
outstanding and 2,052,651 shares of Common Stock issuable upon exercise in full
of outstanding warrants and options issued by the Company. See "Risk Factors --
Effect of Shares Eligible for Future Sale; Outstanding Options and Warrants."

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share of
Common Stock held of record on all matters submitted to a vote of the
stockholders, including the election of directors, and do not have cumulative
voting rights. Accordingly, as of the date of this Prospectus, the holders of a
majority of the shares of Common Stock entitled to vote in any election of
directors can elect all of the directors to be elected, if they so choose.
Subject to preferences that may be applicable to any then outstanding shares of
Preferred Stock, holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available therefor. See "Dividend Policy." Upon a liquidation,
dissolution or winding-up of the Company, whether voluntarily or involuntarily,
the holders of Common Stock will be entitled to share ratably in the net assets
of the Company legally available for distribution to stockholders after the
payment of all debts and other liabilities of the Company, subject to the prior
rights of any Preferred Stock then outstanding. As of the date of this
Prospectus, holders of Common stock have no preemptive or conversion rights or
other subscription rights, and there are no redemption or sinking fund
provisions applicable to the Common Stock. As of the date of this Prospectus,
all of the outstanding shares of Common Stock are, and the shares of Common
Stock issued and paid for in accordance with the terms of Warrants, upon the
exercise thereof, will be, fully paid and nonassessable.

PREFERRED STOCK

The Board of Directors has the authority to issue, without any further
action by the stockholders, up to 10,000,000 shares of Preferred Stock from time
to time in one or more series and to establish the rights, preferences,
privileges and restrictions relating thereto, including, without limitation, the
dividend rights, conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions), redemption prices, preemptive
rights and liquidation preferences. The ability to issue such Preferred Stock
could have an adverse effect on the ability of shareholders of Common Stock to
approve certain corporate transactions proposed by third parties or others,
including a proposal to acquire all or substantially all of the outstanding
voting shares of the Company. In addition, the issuance of Preferred Stock could
decrease the amount of earnings and assets available for distribution to holders
of Common Stock or affect adversely the rights and powers, including voting
rights, of the holders of Common Stock, and may have the effect of delaying,
deferring or preventing a change in control of the Company. The Company has no
present plans to issue any shares of Preferred Stock. See "Risk Factors --
Potential Adverse Effect of Preferred Stock."

OUTSTANDING WARRANTS AND OPTIONS

As of the date of this Prospectus, there are 1,982,651 shares of Common
Stock which are issuable upon the exercise in full of outstanding warrants
issued by the Company, which expire between August 1998 and September 2010 and
have exercise prices ranging from $0.50 to $1.00 per share. In addition, as of
December 24, 1996, the Company has granted options to purchase an aggregate of
70,000 shares of Common Stock to officers, directors and key employees pursuant
to the Company's Stock Option

47
<PAGE>
Plan with an average exercise price of approximately $4.80 per share. See "Risk
Factors" and "Certain Transactions."

REVERSE SPLIT OF COMMON STOCK

In August 1996, shareholders representing a majority of the outstanding
shares of the Company approved, among other things, an amendment to the
Company's Certificate of Incorporation to effectuate a one-for-five reverse
stock split which was effected by the Company in September 1996. Each share of
Common Stock after the split has a par value of $0.01 per share. All of the
information relating to the Company's Common Stock set forth herein reflects the
one-for-five reverse stock split.

DIVIDENDS

To date, the Company has not paid any dividends and does not anticipate
paying any dividends in the foreseeable future. The Company intends to retain
any future earnings to finance the growth and development of its business. Any
future determination as to the payment of dividends will be at the discretion of
the Board of Directors and will depend on, among other things, the Company's
operating results, financial condition, capital requirements and such other
factors as the Board of Directors may deem relevant. In addition, the Company's
Board of Directors has authority, without obtaining shareholder approval, to
issue shares of Preferred Stock, the terms of which could provide for
preferential dividend rights or otherwise restrict the ability of the Company to
pay dividends to the holders of the Common Stock. See "Dividend Policy" and "--
Preferred Stock."

NEW YORK LAW; CHANGE OF CONTROL

Certain provisions of New York law could delay, defer or prevent a change in
control of the Company and thereby make it more difficult to accomplish, or
could deter, transactions which shareholders may otherwise consider to be in the
best interests of the Company and thereafter may limit the price that certain
investors might be willing to pay in the future for shares of the Common Stock.

TRANSFER AGENT AND REGISTRAR

The Company's transfer agent and registrar for the Common Stock is
Continental Stock Transfer & Trust Company, New York, New York.

MARKET FOR THE COMMON STOCK

From January 1987 until July, 1989, the Common Stock traded in the Nasdaq
over-the-counter market under the symbol "FPCC". The Common Stock was delisted
at that time by Nasdaq primarily due to its failure to maintain Nasdaq's minimum
capital requirements. In February 1990, the Company ceased day-to-day operations
and was inactive until November 1993. As of November 29, 1996, the Common Stock
resumed trading on the OTC Bulletin Board under the symbol "FPCX". The Company
intends to file an application to list the Company's Common Stock on the Nasdaq
SmallCap Market. See "Risk Factors -- Quotation of Common Stock on the OTC
Bulletin Board or Nasdaq; Possible Loss of Quotation; Risks Relating to
Low-Price Stock" and "Price Range of Common Stock."

SHARES ELIGIBLE FOR FUTURE SALE

As of December 24, 1996, the Company had 7,850,782 shares of Common Stock
outstanding. Of these shares, 6,960,013 shares offered hereby will be freely
tradeable without restriction or further registration under the Securities Act
unless such shares are purchased by "affiliates" of the Company, as that term is
defined in the Securities Act and the rules and regulations promulgated
thereunder. 589,547 additional shares owned by the existing shareholders of the
Company are also freely tradeable without restriction or further registration
under the Securities Act, except as otherwise discussed above, as such shares
were

48
<PAGE>
issued in connection with the Company's public offering in 1989 and the balance
of the outstanding shares (301,222 shares) are "restricted securities" within
the meaning of Rule 144 under the Securities Act and will be eligible for sale
in the public market pursuant to Rule 144 under the Securities Act. In addition,
539,781 shares of Common Stock issuable upon the exercise of warrants and
options outstanding will, upon the exercise of all such warrants and options, be
eligible for sale from time to time under Rule 144 from the date such shares are
acquired. Also, 1,512,870 shares of Common Stock issuable upon exercise of the
Warrants, which shares are being offered hereby, will be freely tradeable
without restriction or further registration except as otherwise discussed above.

In general, under Rule 144, as in effect on the date of this Prospectus, a
person (or persons whose shares are aggregated with those of others), including
an affiliate, whose restricted securities have been fully paid and held for at
least two years from the later of the date such restricted securities were
acquired from the Company or if applicable the date they were acquired from an
affiliate, is generally entitled to sell within any three-month period a number
of shares of Common Stock that does not exceed the greater of 1% of the number
of the then outstanding shares of Common Stock (approximately 78,500 shares of
Common Stock based on the number of shares outstanding on December 24, 1996) or
the average weekly trading volume of the Common Stock in the public market
during the four calendar weeks preceding such sale or the date on which notice
of the sale is filed with the Commission. Sales under Rule 144 are also subject
to certain requirements as to the manner and notice of sale and the availability
of public information concerning the Company. In addition, under Rule 144, if at
least three years have elapsed since the shares of Common Stock relating to the
sale were issued by the Company or acquired from an affiliate of the Company,
the holder of those shares can sell them without the restrictions of Rule 144 so
long as the holder is not an affiliate of the Company at the time of sale and
has not been an affiliate for at least 90 days from the date of sale.

The Commission has proposed an amendment to Rule 144 which would reduce the
holding period before shares under Rule 144 become eligible for sale in the
public market. This proposal, if adopted, could increase the numbers of shares
of Common Stock eligible for sale.

No prediction can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on future prices of the
Common Stock prevailing from time to time. Nevertheless, sales of substantial
amounts of Common Stock in the public market could adversely affect the
prevailing market prices and impair the Company's ability to raise capital
through sales of its equity securities.

49
<PAGE>
PLAN OF DISTRIBUTION

The shares of Common Stock offered hereby may be offered from time to time
by the Selling Securityholders or their nominees. The Selling Securityholders
are under no obligation to sell all or any portion of such shares of Common
Stock, nor are the Selling Securityholders obligated to sell any such shares
immediately under this Prospectus. Such shares of Common Stock will be freely
tradable provided that when they are sold by the Selling Securityholders a
current registration statement with respect to such shares of Common Stock is
then in effect and such sales are in accordance with all other applicable laws.
The sale of the shares of Common Stock offered hereby by the Selling
Securityholders may be effected in one or more transactions that may take place
on the OTC Bulletin Board or any other market or exchange on which the shares of
Common Stock are then listed, in privately-negotiated transactions or otherwise,
at market prices or at negotiated prices. The Selling Securityholders may effect
such transactions by selling the shares of Common Stock directly to purchasers
or through underwriters or broker-dealers who may act as agents or principals.
Such underwriters and broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders or the
purchasers of the shares for whom such underwriters and broker-dealers may act
as agent or to whom they sell as principal, or both (which compensation as to a
particular underwriter or broker-dealer may be in excess of customary
compensation).

A Selling Securityholder and any broker-dealers, agents or underwriters that
participates with the Selling Securityholder in the distribution of the shares
of Common Stock being offered hereby may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them may be deemed to be underwriting commissions or discounts under the
Securities Act.

Under applicable rules and regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), any person engaged in the distribution of
the Common Stock offered hereby may not simultaneously engage in market-making
activities with respect to the Common Stock for a period of two business days or
nine business day, whichever is applicable, prior to the commencement of such
distribution, except under limited circumstances. In addition without limiting
the foregoing, the Selling Securityholders and other persons participating in
the distribution will be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, including without limitation, Rules
10b-6, 10b-6A and 10b-7, which provisions may limit the timing of the purchases
and sales of shares of Common Stock by such persons. In order to comply with the
securities laws of certain states, if applicable, the Common Stock held by the
Selling Securityholders will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Selling Securityholder may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with by the Company
and the Selling Securityholders.

The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Securityholder. The Company has agreed to pay all fees and
expenses incident to the registration of the Common Stock, except selling
commissions and discounts and fees and expenses of counsel or any other
professional or other advisors, if any, to the Selling Securityholders. See "Use
of Proceeds."

50
<PAGE>
LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon
for the Company by Baer Marks & Upham LLP, 805 Third Avenue, New York, New York
10022.

EXPERTS

The financial statements of the Company as of September 30, 1996 and for the
years ended September 30, 1996 and 1995, which are included in this Prospectus,
have been audited by Goldstein & Morris, independent certified public
accountants, to the extent set forth in their report appearing elsewhere herein.
The financial statements are included herein in reliance upon such report given
upon the authority of said firm as experts in auditing and accounting.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith, files reports,
including annual and quarterly reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and the Regional Offices of
the Commission at 7 World Trade Center, New York, New York 10048, and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained by mail from the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company's Common Stock is quoted on the OTC Bulletin Board under the Symbol
"FPCX." The Company's fiscal year ends on September 30 of each year.

The Company has filed with the Commission a Registration Statement on Form
SB-2 (of which this Prospectus is a part) under the Securities Act of 1933, as
amended, with respect to the Common Stock offered hereby. This Prospectus does
not contain all of the information set forth in the Registration Statement or
the exhibits annexed thereto or incorporated by reference therein. For further
information pertaining to the Company and the Common Stock offered hereby,
reference is made to such Registration Statement and the exhibits thereto or
incorporated by reference therein, which are filed as a part hereof and may be
inspected without charge at the public reference facilities of the Commission at
the address listed above. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete and, in each instance, reference is made to the copy of such contract
or other documents, each statement being qualified in its entirety by such
reference. Copies of such documents may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.

51
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS......................................................... F-2

CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1996 AND 1995............................................... F-3

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND
1995..................................................................................................... F-4

CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND 1995....................... F-5

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND 1995....................... F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................................................. F-7
</TABLE>

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

To the Board of Directors and Shareholders
Financial Performance Corporation and Subsidiaries
New York, New York

We have audited the accompanying consolidated balance sheet of Financial
Performance Corporation and Subsidiaries as of September 30, 1996 and 1995 and
the related consolidated statements of changes in stockholders' equity,
operations 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 audits 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Financial
Performance Corporation and Subsidiaries as of September 30, 1996 and 1995 and
the results of its consolidated operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ Goldstein and Morris

New York, New York
December 12, 1996

F-2
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------------- -------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents......................................................... $ 1,972,056 $ 348,755
Accounts receivable............................................................... 902,516 227,387
Prepaid expenses and other current assets......................................... 57,340 37,298
------------- -------------
Total current assets.......................................................... 2,931,913 613,440
Computer equipment, net of accumulated depreciation of $46,193 and $20,736 (Note B
(6)).............................................................................. 111,852 69,400
Software development costs (Note B (3))............................................. 452,299 238,289
Goodwill (Note B (8))............................................................... 148,050 164,500
Security deposits................................................................... 116,318 --
------------- -------------
$ 3,760,431 $ 1,085,629
------------- -------------
------------- -------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt (Note D)........................................ $ 7,520 $ 38,400
Short-term borrowings (Note C).................................................... 113,000 125,000
Accounts payable and accrued expenses............................................. 1,362,571 326,115
------------- -------------
Total current liabilities..................................................... 1,483,091 489,515
------------- -------------
Long-term debt, net of current maturities (Note D).................................. 168,095 1,290,994
------------- -------------
Minority interest in consolidated subsidiaries...................................... 256,046 155,046
------------- -------------

Stockholders' equity (capital deficiency) (Note K)
Common stock--authorized 50,000,000 shares of $.01 par value per share: issued and
outstanding 7,192,562 (including 258,500 shares to be issued) as of September
30, 1996 and 3,500,617 as of September 30, 1995................................. 71,926 35,006
Additional paid in capital........................................................ 7,043,986 4,142,732
Accumulated (deficit)............................................................. (5,262,713) (5,027,664)
------------- -------------
Total stockholders' equity (deficiency)....................................... 1,853,199 (849,926)
------------- -------------
$ 3,760,431 $ 1,085,629
------------- -------------
------------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

YEARS ENDED SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
----------------------- PAID IN
SHARES PAR VALUE CAPITAL DEFICIT TOTAL
---------- ----------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE--SEPTEMBER 30, 1994................... 2,724,617 $ 27,246 $ 3,772,492 $ (4,226,368) $ (426,630)
Issuance of common shares on exercise of
warrants.................................... 620,000 6,200 303,800 -- 310,000
Sale of common shares......................... 56,000 560 27,440 -- 28,000
Issuance of common shares for compensation.... 100,000 1,000 39,000 -- 40,000
Net (loss) for year........................... -- -- -- (801,296) (801,296)
---------- ----------- ------------ ------------- ------------

Balance--SEPTEMBER 30, 1995................... 3,500,617 35,006 4,142,732 (5,027,664) (849,926)
Issuance of common shares in private
placement, net of costs..................... 879,500 8,795 691,992 -- 700,787
Issuance of common shares for compensation and
services.................................... 294,971 2,950 216,963 -- 219,913
Issuance of common shares on exercise of
warrants.................................... 1,000,000 10,000 490,000 -- 500,000
Issuance of common shares on conversion of
convertible note and short-term debt........ 1,517,474 15,175 1,502,299 -- 1,517,474
Net (loss) for year........................... -- -- -- (235,049) (235,049)
---------- ----------- ------------ ------------- ------------

BALANCE--SEPTEMBER 30, 1996................... 7,192,562 $ 71,926 $ 7,043,986 $ (5,262,713) $ 1,853,199
---------- ----------- ------------ ------------- ------------
---------- ----------- ------------ ------------- ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

YEARS ENDED SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Revenues.............................................................................. $ 8,784,137 $ 1,315,600
------------ ------------

Costs and expenses
Cost of revenues.................................................................... 7,271,114 816,115
Salaries and related expenses....................................................... 525,677 364,180
Selling, general and administrative................................................. 615,106 302,876
Legal fees.......................................................................... 94,012 117,327
------------ ------------
8,505,909 1,600,498
------------ ------------
Operating income (loss)......................................................... 278,228 (284,898)
------------ ------------
Other income (expense):
Interest income..................................................................... 13,081 4,589
Interest expense.................................................................... (89,424) (90,299)
Minority interest in income of consolidated subsidiaries............................ (101,000) (22,546)
Unusual item (Note H)............................................................... -- 122,502
------------ ------------
(177,343) 14,246
------------ ------------
Income (loss) from continuing operations before income taxes.......................... 100,885 (270,652)
Income taxes.......................................................................... 116,062 --
------------ ------------
Income (loss) from continuing operations........................................ (15,177) (270,652)
Loss from discontinued operations (Note N)............................................ (219,872) (530,644)
------------ ------------
Net income (loss)............................................................... $ (235,049) $ (801,296)
------------ ------------
------------ ------------
Net (loss) per share.................................................................. $ (.05) $ (.25)
------------ ------------
------------ ------------
Weighted average number of common and common equivalent shares outstanding............ 4,899,023 3,182,451
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

YEARS ENDED SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash flows provided by operating activities:
Net (loss).......................................................................... $ (235,049) $ (801,296)
Adjustments to reconcile net (loss) to net cash used for operating activities:
Depreciation and amortization..................................................... 80,063 23,339
Minority interest in income of consolidated subsidiaries.......................... 101,000 22,546
Issuance of stock for compensation................................................ 91,309 8,000

Changes in operating assets and liabilities:
Increase in accounts receivable................................................. (675,129) (227,387)
Increase in prepaid expenses and other current assets........................... (20,042) (29,099)
Increase in deposits............................................................ (116,318) --
Increase in accounts payable.................................................... 1,036,456 123,714
------------ ------------
Net cash provided by (used for) operating activities.......................... 262,290 (880,183)
------------ ------------

Cash flows from investing activities:
Purchase of equipment............................................................... (67,909) (68,958)
Software development costs.......................................................... (252,167) (220,531)
------------ ------------
Net cash used for investing activities........................................ (320,076) (289,489)
------------ ------------

Cash flows from financing activities:
Repayments on notes payable to stockholders......................................... (37,174) (53,952)
Proceeds from sale of common shares and exercise of warrants, net of costs.......... 857,952 338,000
Proceeds from long-term borrowings.................................................. 72,309 1,009,700
Proceeds from short-term borrowings................................................. 788,000 125,000
------------ ------------
Net cash provided by financing activities..................................... 1,681,087 1,418,748
------------ ------------
Net increase in cash.................................................................. 1,623,301 249,076
Cash, beginning of year............................................................... 348,755 99,679
------------ ------------
Cash, end of year..................................................................... $ 1,972,056 $ 348,755
------------ ------------
------------ ------------
Supplemental disclosure of cash flow information:
Cash paid during the year for interest.............................................. $ -- $ 6,185
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--ORGANIZATION AND BUSINESS

Financial Performance Corporation (the "Company") currently markets computer
software and specialized consulting services to the financial services industry.
The Company was incorporated in New York on August 14, 1984. The Company ceased
operations from February 1990 through November 1992.

During the fiscal year ended September 30, 1995, the Company established
three eighty percent owned subsidiaries, Michaelson Kelbick Partners Inc.
("MKP"), Aspen Capital Management, LLC ("Aspen"), and FPC Information Corp.
("FPC Information").

MKP was formed and commenced operations in October 1994. MKP is engaged in
providing specialized business and marketing services to the financial services
industry. (See Note B (1)).

Aspen was formed in January 1995 as an international sponsor of cash
management funds and planned to engage in the development, investment management
and administration of such funds. Aspen, which was in the development stage,
ceased operations in September 1996 (See Note N).

FPC Information was formed in November 1994 for the purpose of marketing the
Company's software products.

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1) CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements include the accounts of Financial
Performance Corporation and Subsidiaries (its three eighty percent owned
subsidiaries). The Company's investment in the subsidiaries is accounted for by
the equity method. All significant intercompany accounts and transactions have
been eliminated.

Condensed financial information of its eighty percent owned subsidiary, MKP
excluding intercompany eliminations, as of September 30, 1996 and 1995 and for
the years then ended, is as follows:

<TABLE>
<CAPTION>
1996 1995
------------ ----------
<S> <C> <C>
Cash............................................................... $ 1,685,000 $ 301,000
Accounts receivable................................................ 903,000 227,000
Other assets....................................................... 14,000 --
Accounts payable................................................... 1,705,000 146,000
Revenues........................................................... 8,784,000 1,251,000
Operating costs.................................................... 8,178,000 1,138,000
Net income......................................................... 504,000 113,000
</TABLE>

Condensed financial information for the Company's other two eighty percent
subsidiaries, Aspen Capital Management, LLC and FPC Information Corp., have not
been separately disclosed. These entities had no revenues and their assets and
liabilities are immaterial.

Aspen, whose operations commenced in March 1995, suspended its operations in
September 1996 (See Note N). Aspen had no revenues and incurred losses of
$219,872 and $530,644 for the years ended September 30, 1996 and 1995,
respectively. FPC Information had no revenues and incurred losses of $428,245
and $190,885 for the years ended September 30, 1996 and 1995, respectively.

F-7
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(2) REVENUE RECOGNITION

Revenue from software products is recognized upon delivery to the customer,
provided that no significant vendor obligations remain, and collection of the
resulting receivable is deemed probable.

(3) SOFTWARE DEVELOPMENT COSTS AND AMORTIZATION

Amortization of capitalized software development costs is generally provided
on a product-by-product basis at the greater of the amount computed by using the
ratio that current gross revenue bears to the total current and anticipated
gross revenue of the product or on the straight-line method over the sixty-month
estimated useful life of the products commencing when the product is available
for general release to customers.

Software development costs are summarized as follows:

<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Balance--beginning of year............................................ $ 238,289 $ 25,000
Additions............................................................. 252,166 220,531
Amortization.......................................................... (38,156) (7,242)
---------- ----------
Balance--end of year.................................................. $ 452,299 $ 238,289
---------- ----------
---------- ----------
</TABLE>

(4) INCOME (LOSS) PER COMMON SHARE

Income (loss) per common share is computed using the weighted average number
of common shares outstanding for each period adjusted for incremental shares
assumed issued for common stock equivalents using the treasury stock method,
provided that the effect is not antidilutive.

(5) CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

(6) DEPRECIATION AND AMORTIZATION

Computer equipment is stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets.

(7) INCOME TAXES

Income taxes are computed in accordance with the provisions of Financial
Accounting Standards Board Statement No. 109, "Accounting for Income Taxes"
("SFAS 109"), which requires, among other things, a liability approach to
calculating deferred income taxes. SFAS 109 requires a company to recognize

F-8
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE B--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
deferred tax liabilities and assets for the expected future tax consequences of
events that have been recognized in a company's financial statements or tax
returns. Under this method, deferred tax liabilities and assets are determined
based on the difference between the financial statement carrying amounts and tax
basis of assets and liabilities using enacted tax rates in effect in the years
in which the differences are expected to reverse.

At September 30, 1996, the Company had net operating loss carryforwards of
approximately $487,000, which would expire in 2011. Certain provisions of the
tax law may limit the net operating loss carryforwards available for use in any
given year in the event of a significant change in ownership interest. At
September 30, 1996, the Company had a deferred tax asset amounting to
approximately $195,000. The deferred tax asset consisted primarily of net
operating loss carryforwards and has been fully offset by a valuation allowance
of the same amount.

The income tax expense of $116,062 represents state and local income taxes
on the income of MKP.

(8) GOODWILL

The Company's goodwill arises from the establishment of MKP, which is
included in the Company's consolidated financial statements. Goodwill is
amortized over a ten-year period utilizing the straight-line method.

NOTE C--SHORT-TERM BORROWINGS

During the fiscal year ended September 30, 1996, $675,000 of short-term
financing was advanced to the Company by a principal shareholder. These advances
plus prior short-term borrowings which aggregated $125,000 at September 30, 1995
totaled $800,000. This aggregate amount ($800,000) was converted into 800,000
shares of the Company's common stock on March 29, 1996 and June 20, 1996.
Subsequent to the conversion, an additional $113,000 was advanced to the Company
by the same principal shareholder. In November 1996, the short-term debt of
$113,000 was converted into 113,000 shares of the Company's common stock. See
Note J regarding the conversion of the $113,000 short-term debt.

All the short-term borrowings were payable on demand with interest at eight
percent per annum.

F-9
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE D--LONG-TERM DEBT

Long-term debt as of September 30, 1996 and 1995 consists of the following:

<TABLE>
<CAPTION>
1996 1995
---------- ------------
<S> <C> <C>
Note payable, stockholders, matures on October 1, 1996 and requires monthly payments of
$3,575 including interest at 9% per annum............................................. $ 7,520 $ 44,694
Amended and restated secured convertible note payable to a principal shareholder,
matures on December 31, 1997 with accrued interest from January 1, 1995 at 8% per
annum, see note D (1) and (2)......................................................... 168,095 154,792
Amended and restated secured note payable to a principal shareholder, matures on
December 31, 1997 with accrued interest from January 1, 1995 at 8% per annum, see note
D (2)................................................................................. -- 162,708
Secured notes payable to a principal shareholder, matures on December 31, 1997 and bear
interest at 8% per annum, see note D (2).............................................. -- 967,200
---------- ------------
175,615 1,329,394
Less: current portion due within one year............................................... 7,520 38,400
---------- ------------
$ 168,095 $ 1,290,994
---------- ------------
---------- ------------
</TABLE>

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

(1) The note is convertible at the option of the holder into 400,000 shares of
the Company's common stock.

(2) Until such time as the convertible note is paid, the Company is obligated to
cause an amount equal to 30% of the pre-tax income of all of the operating
income of the Company and its subsidiaries to be paid to the holder of the
note annually in arrears, on or before the 60th day following the end of the
Company's fiscal year commencing with the fiscal year ending September 30,
1995. Such payments are to be applied first to accrued interest with the
balance applied to principal. The note is secured by the Company's accounts
receivable, contract rights, patents, trademarks and any other rights in
computer software. In November 1996, the outstanding amount under this note
was converted into shares of the Company's common stock at a conversion rate
of $1.00 per share. Accordingly, the Company's obligations under the note
and the security interests granted as collateral therein are no longer in
effect. See Note J regarding the conversion of the convertible note.

F-10
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE E--SIGNIFICANT CUSTOMERS

For the year ended September 30, 1996, six customers of the Company's
subsidiary, MKP, accounted for 98% of the Company's consolidated revenues in the
following respective percentages:

<TABLE>
<S> <C>
Customer A............................................................. 5%
Customer B............................................................. 75%
Customer C............................................................. 4%
Customer D............................................................. 5%
Customer E............................................................. 5%
Customer F............................................................. 4%
--
98%
--
--
</TABLE>

The total accounts receivable from these customers at September 30, 1996
amounted to 92% of the total accounts receivable balance.

NOTE F--WARRANTS TO PURCHASE COMMON STOCK

At September 30, 1996, the Company had outstanding warrants as follows:

<TABLE>
<CAPTION>
NUMBER OF EXERCISE EXPIRATION
SHARES PRICE DATE
- ---------- ----------- ----------------------
<S> <C> <C>
380,000 $ .50 August 31, 1998
427,063 .50 September 30, 1998
200,000 .50 September 15, 2010
725,000 1.00 September 15, 2006
</TABLE>

During the year ended September 30, 1996, 1,000,000 warrants held by a
principal shareholder were converted into 1,000,000 shares of the Company's
common stock at an exercise price of $0.50 per share.

See Note J for further information concerning the issuance of warrants by
the Company during its 1997 fiscal year.

NOTE G--INCENTIVE STOCK OPTION PLAN

In March 1988, the Company adopted a stock option plan. The plan provides
for the granting of options to purchase up to 140,000 shares of common stock to
key employees, officers and directors at an exercise price equal to fair market
value at the date of grant. The right to exercise options granted under the plan
commences one year from the date of the grant and such options are exercisable
in increments of 25% each year provided employment with the Company is
continuous.

Outstanding options granted pursuant to the stock option plan, as of
September 30, 1996, are as follows:

<TABLE>
<CAPTION>
NUMBER OF EXERCISE EXERCISABLE AT
SHARES PRICE SEPTEMBER 30, 1996
- ----------- --------- -------------------
<S> <C> <C>
40,000 $ .4375 40,000
30,000 4.8125 30,000
</TABLE>

F-11
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE H--UNUSUAL ITEM

Unusual item consists of the reversal of trade payables which were
outstanding for excess of six years.

NOTE I--PENSION AND PROFIT SHARING PLAN

In September 1996, the Company established a non-contributory pension and
profit sharing plan for the benefit of eligible full-time employees. The plan
provides for annual contributions to a trust fund, which are based upon a
percentage of qualifying employees' annual compensation. Total contributions are
limited to the maximum amount deductible for federal income tax purposes.

The Company contributed $90,000 to the plan for the year ended September 30,
1996.

NOTE J--SUBSEQUENT EVENTS

In November 1996, the remaining balance under the convertible note, $168,095
(principal and interest), and short-term debt of $113,000, was converted into
564,614 shares of the Company's common stock, at a conversion price of $1.00 per
share.

In November 1996, the Company entered into non-exclusive advisory agreements
with two investment banking firms. In consideration for advisory services to be
rendered, the Company issued three-year warrants to purchase 150,000 shares of
the Company's common stock to each of the investment banking firms, at an
exercise price of $.50 per share. In addition, the Company also granted
"piggyback" registration rights to such firms for the shares of common stock
underlying the warrants.

In November 1996, the Company issued warrants to four employees to purchase
an aggregate of 20,000 shares of common stock with an exercise price of $1.00
per share, which warrants are exercisable through September 16, 2006.

NOTE K--STOCKHOLDERS' EQUITY

In September 1996, the Company effectuated a one-for-five reverse stock
split of its common stock. All share and price per share information in the
consolidated financial statements and related notes have been adjusted to give
retroactive effect for this reverse stock split.

NOTE L--COMMITMENTS

The Company has commitments under non-cancelable operating leases for office
space and equipment, which expire on October 31, 2006 and September 30, 2000,
respectively. The office lease includes provisions requiring the Company to pay
a proportionate share of increases in real estate taxes and operating expenses
over base period amounts.

F-12
<PAGE>
FINANCIAL PERFORMANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE L--COMMITMENTS (CONTINUED)
Minimum payments for the leased properties for subsequent years are as
follows:

<TABLE>
<CAPTION>
YEARS ENDING
SEPTEMBER 30,
- --------------------------------------------------------------------------------
<S> <C>
1997............................................................................ $ 198,000
1998............................................................................ 292,000
1999............................................................................ 292,000
2000............................................................................ 292,000
2001............................................................................ 281,000
Thereafter...................................................................... 2,095,000
------------
$ 3,450,000
------------
------------
</TABLE>

NOTE M--EMPLOYMENT AGREEMENTS

The Company has entered into a five-year employment agreement with the
Company's Chairman of the Board, Chief Executive Officer, Chief Financial
Officer and President commencing September 1, 1995. At the conclusion of the
five-year term, the agreement provides for an automatic one year renewal,
subject to cancellation by prior notice. Under the agreement, Mr. Finley's
initial annual salary was $125,000, subject to increases determined by the Board
of Directors. Mr. Finley's current annual salary is $150,000. In the event Mr.
Finley's employment is terminated for any reason, he is entitled to receive all
accrued salary and vacation due through the date of termination plus a severance
payment of $100,000.

The Company's subsidiary, MKP, has entered into two three-year employment
agreements with the Managing Directors commencing October 18, 1994. At the
conclusion of the initial three-year term, the agreements provide for an
automatic one year renewal, subject to cancellation by prior notice. Under the
agreements, the initial annual salary to each Managing Director was $80,000.
Such agreements were amended to provide the Managing Directors with an annual
salary of $115,000. The employment agreements also provide for the establishment
of an annual compensation pool equal to a percentage, determined annually by the
Board of Directors (initiallly 30%), of the net income before taxes of MKP as if
MKP was not a member of the Company's consolidated group. If both MKP and a
Managing Director elect not to renew the agreement by June 1, 1997, the
individual will be entitled to receive a severance payment in the amount of
$30,000. The Company has issued these Managing Directors an aggregate of 200,000
and 20 shares of the Company's common stock and of MKP's common stock,
respectively.

NOTE N--DISCONTINUED OPERATIONS

Effective September 1996, the Company elected to suspend operations of
Aspen. Accordingly, Aspen, which was in the development stage, is reported as a
discontinued operation at September 30, 1996. The net assets and liabilities
relating to the disposal of the discontinued operation is immaterial. Aspen had
no revenues and incurred losses of $219,872 and $530,644 for the years ended
September 30, 1996 and 1995, respectively.

F-13
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. 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 TO ANY PERSON TO WHICH IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. 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.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 2
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 13
Price Range of Common Stock............................................... 14
Dividend Policy........................................................... 14
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 15
Business.................................................................. 21
Management................................................................ 30
Beneficial Ownership...................................................... 36
Certain Transactions...................................................... 38
Selling Securityholders................................................... 42
Description of Securities................................................. 47
Plan of Distribution...................................................... 50
Legal Matters............................................................. 51
Experts................................................................... 51
Available Information..................................................... 51
Index to Financial Statements............................................. F-1
</TABLE>

8,462,883 SHARES

FINANCIAL PERFORMANCE
CORPORATION
COMMON STOCK

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

PROSPECTUS

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

, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The New York Business Corporation Law ("NYBCL"), in general, allows
corporations to indemnify their officers and directors against any judgment,
fine, settlement or reasonable expenses incurred in any non-derivative civil or
criminal action, or against any settlement or reasonable expenses in any
derivative civil action, if the officer or director acted in good faith and for
a purpose that person reasonably believed to be in, or not opposed to, the best
interests of the corporation. In the case of a criminal action, the officer or
director must have had no reasonable cause to believe that that person's conduct
was unlawful. Partial indemnification is allowed in cases where the officer or
director was partially successful in defeating the claim. The NYBCL establishes
procedures for determining whether the standard of conduct has been met in the
particular case, for timely notification of shareholders, for prepayment of
expenses and for payment pursuant to a court order or as authorized by
disinterested directors or the shareholders. The NYBCL also provides that it is
not exclusive of any other rights to which an officer or director may be
entitled under the certificate of incorporation or by-laws or pursuant to an
agreement, resolution of shareholders or resolution of directors which are
authorized by the certificate of incorporation or by-laws; provided that no
indemnification may be made if a judgment or other final adjudication adverse to
the officer or director establishes that person's acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that that person personally gained in
fact a financial profit or other advantage to which that person was not legally
entitled.

The Company's Certificate of Incorporation and By-Laws contain certain
provisions exculpating the Company's directors from liability to the Company's
shareholders for certain actions taken or omitted by them and indemnifying the
Company's officers and directors against judgments, fines, amounts paid in
settlement and reasonable attorneys' fees incurred in the defense of certain
actions and proceedings related to the sale of the Common Stock offered hereby.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors or officers pursuant to the foregoing, or
otherwise, the Company has been informed that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses to be borne by the
Company (also referred to herein as the Registrant) in connection with the
Common Stock offered hereby (other than any underwriting discounts and
commissions incurred by the Selling Securityholders in connection herewith,
which are being paid by such persons).

<TABLE>
<S> <C>
SEC Registration fee.............................................. $ 2,978
Legal fees and expenses........................................... $ 75,000
Accounting fees and expenses...................................... $ 15,000
Blue Sky fees and expenses........................................ $ 10,000
Printing and engraving expenses................................... $ 30,000
Miscellaneous..................................................... $ 12,022
---------
Total............................................................. $ 145,000
---------
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following paragraphs set forth certain information with respect to the
Common Stock sold by the Company within the past three years preceding the
filing of this Registration Statement, in transactions that were not registered
under the Securities Act pursuant to the provisions of Section 4(2) thereof:

II-1
<PAGE>
On November 11, 1993, Paul M. Diamond received 20,000 warrants to purchase
20,000 shares of the Company's Common Stock at $0.50 per share, exercisable
until August 31, 1998 for his past services as a member of the Company's Board
of Directors. Messrs. William F. Finley, Marvin M. Reiss and Alan M. Swiedler
each received 100,000 warrants to purchase 100,000 shares of the Company's
Common Stock at $0.50 per share, exercisable until August 31, 1998 in part for
their services previously rendered as members of the Company's Board of
Directors.

On November 11, 1993, Susan M. Michaelson, the former Senior Vice President
of the Company, received 20,000 warrants to purchase 20,000 shares of the
Company's Common Stock at $0.50 per share, exercisable until August 31, 1998 for
services previously rendered to the Company. Ms. Michaelson is the wife of
William F. Finley.

On November 11, 1993, Leonard Gartner and Ted Prince each received 20,000
warrants to purchase 20,000 shares of the Company's Common Stock at $0.50 per
share, exercisable until August 31, 1998 for services previously rendered to the
Company.

On November 17, 1993, the Company completed a private placement pursuant to
which the Company issued an aggregate of 130,000 unregistered Common Shares to
Henry T. Doherty in consideration for the payment of $50,000.

On March 1, 1994, the Company completed a private placement pursuant to
which the Company issued an aggregate of 133,334 unregistered Common Shares to
Robert S. Trump in consideration for the payment of $100,000.

In June 1994, Gary S. Friedman, currently a partner of the law firm of
Kaufman Friedman Plotnicki & Grun, LLP, counsel to the Company, was issued
20,000 shares of the Company's Common Stock in consideration of his prior
services rendered on behalf of the Company.

In September 1994, Duncan G. Burke, the Vice-President and a Director of the
Company, received 20,000 shares of the Company's Common Stock, in part for his
services previously rendered to the Company. Such shares were issued subsequent
to September 30, 1994.

In October, 1994, Susan Michaelson and Hillary Kelbick, Managing Directors
of the Company's subsidiary, Michaelson Kelbick Partners Inc., each received
100,000 shares of the Company's Common Stock, pursuant to the terms of the
Managing Director's Agreement dated October 18, 1994 by and among the Company,
Ms. Kelbick and Michaelson Kelbick Partners Inc.

On November 2, 1994, the Board of Directors voted that Richard Levy, the
Secretary and a Director of the Company, was to receive 20,000 shares of the
Company's Common Stock, in part for his services previously rendered to the
Company. Such shares were issued on July 23, 1996.

On January 11, 1995, the Company agreed to extend for an additional period
of three (3) years the exchange/warrant exercise periods in respect of the
$125,000 Exchangeable Note dated January 1993, the 400,000 warrants held by
Robert S. Trump dated January 6, 1993 and the 220,000 warrants held by Robert S.
Trump dated September 1, 1993. As of September 30, 1996, all of such warrants
had been exercised.

On September 15, 1995, the Company issued to Robert S. Trump 1,000,000
warrants to purchase 1,000,000 shares of the Company's Common Stock at $0.50 per
share, exercisable through September 15, 2010, in consideration of, among other
things, (i) Mr. Trump's substantial prior debt and equity investments in the
Company which furnished substantially all of the working capital required by the
Company and its subsidiaries to continue business operations during the
Company's fiscal years ended September 30, 1994 and September 30, 1995; (ii) Mr.
Trump's agreement to exercise all of his remaining warrants under the warrant
agreement dated January 7, 1993; (iii) Mr. Trump's concurrent arrangements for
$5,000,000 to be invested in the initial international cash management fund
established by the Company's subsidiary , Aspen Capital Management, LLC; and
(iv) Mr. Trump's willingness to provide further substantial financial
accommodations for the benefit of the Company and its subsidiaries.

II-2
<PAGE>
On September 15, 1995, the Company issued to William F. Finley 200,000
warrants to purchase 200,000 shares of the Company's Common Stock at $0.50 per
share, exercisable through September 15, 2010 in consideration of Mr. Finley's
past services performed on behalf of the Company.

On or about March 29, 1996, Robert S. Trump exercised warrants to purchase
1,000,000 shares of the Company's stock for an aggregate purchase price of
$500,000. Also, on or about March 29, 1996, Mr. Trump agreed to convert
$1,000,000 of debt of the Company held by Mr. Trump into 1,000,000 shares of the
Company's common stock at a conversion price of $1.00 per share.

On or about June 20, 1996, Mr. Trump agreed to convert an additional
$517,474 of debt of the Company held by Mr. Trump into 517,474 shares of the
Company's common stock at a conversion price of $1.00 per share. In connection
with this debt conversion, the Company agreed with Mr. Trump that if the Company
shall issue common stock at any time after March 29, 1996 for less than $1.00
per share, then the conversion price applicable to the shares issued to Mr.
Trump shall in connection with the debt conversion shall be correspondingly
decreased and the Company will issue an appropriate number of additional shares
to Mr. Trump so that the total number of shares issued to Mr. Trump in
connection with this debt conversion shall correspond to the lower effective
conversion price.

On June 21, 1996, a closing in respect of the private placement of the
Company's common stock to fifteen (15) individual and entity subscribers was
consummated. A total of 621,000 shares were subscribed for at a purchase price
of $1.00 per share, resulting in aggregate gross proceeds of $621,000 being paid
to the Company.

On September 16, 1996, William F. Finley, Susan Michaelson, Hillary Kelbick,
Duncan G. Burke, Richard Levy and Philip L. Hage received 200,000, 200,000,
200,000, 50,000, 50,000 and 25,000 warrants, respectively, to purchase an
aggregate of 725,000 shares of the Company's Common Stock at $1.00 per share,
exercisable until September 15, 2006, for services previously rendered to the
Company.

In October 1996, Pamela Reich, Debra Kruper, Siobhan Glennon and Nora Byrne
each received warrants to purchase 5,000 shares of the Company's Common Stock at
$1.00 per share, exercisable until September 15, 2006, for services rendered to
the Company's 80%-owned subsidiary, Michaelson Kelbick Partners Inc.

In October 1996, additional private placements to eleven (11) individual and
entity subscribers for a total of 258,500 shares of the Company's Common Stock
were consummated for a purchase price of $1.00 per share, resulting in aggregate
gross proceeds of $258,500 being paid to the Company.

On or about November 12, 1996, Robert S. Trump exercised his right to
exchange $125,000 of the principal amount of the Restated Exchangeable Note held
by Mr. Trump for 400,000 shares of the Company's Common Stock at an effective
exchange rate of $0.3125 per share. Also, on or about November 12, 1996, Mr.
Trump agreed with the Company to convert the remaining balance of all
indebtedness of the Company held by Mr. Trump in the aggregate amount of
$164,614 into 164,614 shares of the Company's Common Stock at a conversion rate
of $1.00 per share. In connection with this conversion, the Company agreed that
if the Company shall at any future date(s) issue shares of Common Stock for less
than $1.00 per share, then the conversion price applicable to all shares issued
to Mr. Trump in connection with all of the indebtedness converted to equity at
the conversion price of $1.00 per share shall be correspondingly decreased and
Mr. Trump shall be issued an appropriate number of additional shares so that the
total number of shares issued to Mr. Trump in connection with all debt converted
to equity shall correspond to the lower effective conversion price.

II-3
<PAGE>

<TABLE>
<CAPTION>
ITEM 27. EXHIBITS
<C> <S>

3.1 Certificate of Incorporation dated August 9, 1984 (incorporated by reference to
Exhibit 3.1 to Registration Statement on Form S-8, No. 33-7778).

3.2 Amendment to Certificate of Incorporation dated August 29, 1984 (incorporated by
reference to Exhibit (i) to Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1988).

3.3 Amendment to Certificate of Incorporation dated July 1, 1986 (incorporated by
reference to Exhibit 3.3 to Registrant's Annual Report on Form 10-KSB for the period
ended September 30, 1996).

3.4 Amendment to Certificate of Incorporation dated March 4, 1988 (incorporated by
reference to Exhibit 3.4 to Registrant's Annual Report on Form 10-KSB for the period
ended September 30, 1996).

3.5 Amendment to Certificate of Incorporation dated September 13, 1996 (incorporated by
reference to Exhibit 3.5 to Registrant's Annual Report on Form 10-KSB for the period
ended September 30, 1996).

3.6 By-laws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form
S-18, No. 33-7778).

3.7 Amendment to By-Laws dated July 1995 (incorporated by reference to Exhibit 3.7 to
Registrant's Annual Report on Form 10-KSB for the period ended September 30, 1996).

4.1 Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to
Registrant's Annual Report on Form 10-KSB for the period ended September 30, 1996).

4.2 Incentive Stock Option Plan (incorporated by reference to Exhibit 4.7 to
Registration Statement on Form S-1, No. 33-20886).

*5.1 Opinion of Baer Marks & Upham LLP regarding legality.

10.1 Agreement between Marine Midland Bank, N.A. and William F. Finley (incorporated by
reference to Exhibit 10.12 to Registration Statement on Form S-18, No. 33-7778).

10.2 Form of Indemnification Agreement between Registrant and its Officers and Directors
(incorporated by reference to Exhibit 10.35 to Registration Statement on Form S-1,
No. 33-20886).

10.3 Promissory Note due on May 1, 1989 in the principal amount of $50,000 executed by
the Registrant in favor of Marvin M. Reiss (incorporated by reference to Exhibit
10.41 to Amendment NO. 2 to Registration Statement on Form S-1, No. 33-20886).

10.4 Promissory Note due on November 1, 1989 in the principal amount of $50,000 executed
by the Registrant in favor of William F. Finley (incorporated by reference to
Exhibit 10.4 to the Company's Report on Form 10-KSB for the Company's fiscal year
ended September 30, 1993).

10.5 Promissory Note due on November 1, 1989 in the principal amount of $50,000 executed
by the Registrant in favor of Marvin M. Reiss (incorporated by reference to Exhibit
10.5 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1993).

10.6 Form of Subscription Agreement dated as of June 23, 1989 between the Registrant and
Julius London (incorporated by reference to Exhibit 10.6 to the Company's Report on
Form 10-KSB for the Company's fiscal year ended September 30, 1993).
</TABLE>

II-4
<PAGE>
<TABLE>
<CAPTION>
ITEM 27. EXHIBITS
<C> <S>
10.7 Form of Subscription Agreement dated as of June 23, 1989 between the Registrant and
Marie Monell (incorporated by reference to Exhibit 10.7 to the Company's Report on
Form 10-KSB for the Company's fiscal year ended September 30, 1993).

10.8 Promissory Note due on November 1, 1989 in the principal amount of $12,500 executed
by the Registrant in favor of Paul M. Diamond (incorporated by reference to Exhibit
10.8 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1993).

10.9 Promissory Note due on November 1, 1989 in the principal amount of $10,000 executed
by the Registrant in favor of Paul M. Diamond (incorporated by reference to Exhibit
10.9 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1993).

10.10 Promissory Note due on November 1, 1989 in the principal amount of $2,500 executed
by the Registrant in favor of Paul M. Diamond (incorporated by reference to Exhibit
10.10 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1993).

10.11 Promissory Note due on November 1, 1989 in the principal amount of $30,000 executed
by the Registrant in favor of Marvin M. Reiss (incorporated by reference to Exhibit
10.11 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1993).

10.12 Promissory Note due on November 1, 1989 in the principal amount of $20,000 executed
by the Registrant in favor of Marvin M. Reiss (incorporated by reference to Exhibit
10.12 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1993).

10.13 Promissory Note due on November 1, 1989 in the principal amount of $10,000 executed
by the Registrant in favor of Marvin M. Reiss (incorporated by reference to Exhibit
10.13 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1993).

10.14 Promissory Note due on November 1, 1989 in the principal amount of $15,000 executed
by the Registrant in favor of Marvin M. Reiss (incorporated by reference to Exhibit
10.14 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1993).

10.15 Demand Promissory Note in the principal amount of $5,000 executed by the Registrant
in favor of Marvin M. Reiss (incorporated by reference to Exhibit 10.15 to the
Company's Report on Form 10-KSB for the Company's fiscal year ended September 30,
1993).

10.16 Form of Exchangeable Note due on December 31, 1995 in the principal amount of
$125,000 executed by the Registrant in favor of Robert S. Trump (incorporated by
reference to Exhibit 10.16 to the Company's Report on Form 10-KSB for the Company's
fiscal year ended September 30, 1993).

10.17 Security Agreement dated as of January 7, 1993 between the Registrant and Robert S.
Trump (incorporated by reference to Exhibit 10.17 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.18 Letter Agreement dated January 7, 1993 between the Registrant and Robert S. Trump
(incorporated by reference to Exhibit 10.18 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1993).

10.19 Warrant Agreement dated as of January 7, 1993 between the Registrant and Robert S.
Trump (incorporated by reference to Exhibit 10.19 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.20 Subscription Agreement dated as of June 1, 1993 between the Registrant and Henry T.
Doherty (incorporated by reference to Exhibit 10.20 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).
</TABLE>

II-5
<PAGE>
<TABLE>
<CAPTION>
ITEM 27. EXHIBITS
<C> <S>
10.21 Subscription Agreement dated as of June 1, 1993 between the Registrant and Nick
Varsames (incorporated by reference to Exhibit 10.21 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.22 Letter Agreement dated September 1, 1993 between the Registrant and Robert S. Trump
(incorporated by reference to Exhibit 10.22 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1993).

10.23 Warrant Agreement dated as of September 1, 1993 between the Registrant and Robert S.
Trump (incorporated by reference to Exhibit 10.23 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.24 Form of Subscription Agreement dated September 22, 1993 between the Registrant and
Henry T. Doherty (incorporated by reference to Exhibit 10.24 to the Company's Report
on Form 10-KSB for the Company's fiscal year ended September 30, 1993).

10.25 Term Note in the principal amount of $112,397.27 executed by the Registrant in favor
of The Rebot Corporation (incorporated by reference to Exhibit 10.25 to the
Company's Report on Form 10-KSB for the Company's fiscal year ended September 30,
1993).

10.26 Form of Warrant dated as of September 30, 1993 between the Registrant and Rebot
Corporation (incorporated by reference to Exhibit 10.26 to the Company's Report on
Form 10-KSB for the Company's fiscal year ended September 30, 1993).

10.27 Term Note in the principal amount of $38,418.40 executed by the Registrant in favor
of William F. Finley (incorporated by reference to Exhibit 10.27 to the Company's
Report on Form 10-KSB for the Company's fiscal year ended September 30, 1993).

10.28 Form of Warrant dated as of September 30, 1993 between the Registrant and William F.
Finley (incorporated by reference to Exhibit 10.28 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.29 Letter Agreement dated September 30, 1993 between the Registrant and Paul M. Diamond
(incorporated by reference to Exhibit 10.29 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1993).

10.30 Form of Warrant dated as of September 30, 1993 between the Registrant and Paul M.
Diamond (incorporated by reference to Exhibit 10.30 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.31 Form of Warrant dated as of November 11, 1993 between the Registrant and Paul M.
Diamond (incorporated by reference to Exhibit 10.31 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.32 Form of Warrant dated as of November 11, 1993 between the Registrant and William F.
Finley (incorporated by reference to Exhibit 10.32 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.33 Form of Warrant dated as of November 11, 1993 between the Registrant and Marvin M.
Reiss (incorporated by reference to Exhibit 10.33 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.34 Form of Warrant dated as of November 11, 1993 between the Registrant and Alan M.
Swiedler (incorporated by reference to Exhibit 10.34 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).
</TABLE>

II-6
<PAGE>
<TABLE>
<CAPTION>
ITEM 27. EXHIBITS
<C> <S>
10.35 Form of Warrant dated as of November 11, 1993 between the Registrant and Susan M.
Michaelson (incorporated by reference to Exhibit 10.35 to the Company's Report on
Form 10-KSB for the Company's fiscal year ended September 30, 1993).

10.36 Form of Warrant dated as of November 11, 1993 between the Registrant and Leonard
Gartner (incorporated by reference to Exhibit 10.36 to the Company's Report on Form
10-KSB for the Company's fiscal year ended September 30, 1993).

10.37 Form of Warrant dated as of November 11, 1993 between the Registrant and Ted Prince
(incorporated by reference to Exhibit 10.37 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1993).

10.38 Form of Subscription Agreement dated November 17, 1993 between the Registrant and
Henry T. Doherty (incorporated by reference to Exhibit 10.38 to the Company's Report
on Form 10-KSB for the Company's fiscal year ended September 30, 1993).

10.39 Form of Subscription Agreement dated February 28, 1994 between the Registrant and
Robert S. Trump (incorporated by reference to Exhibit 10.39 to the Company's Report
on Form 10-KSB for the Company's fiscal year ended September 30, 1993).

10.40 Letter Agreement dated November 24, 1992 between the Registrant and Management
Technologies, Incorporated (incorporated by reference to Exhibit 10.40 to the
Company's Report on Form 10-KSB for the Company's fiscal year ended September 30,
1993).

10.41 Agreement dated April 29, 1994 between the Registrant and New Paradigm Software
Corporation (incorporated by reference to the Registrant's Report on Form 10-QSB for
the Quarter Ended March 31, 1994).

10.42 Occupancy Agreement dated October 10, 1994 between the Registrant and New Paradigm
Software Corp. (incorporated by reference to Exhibit 10.42 to the Company's Report
on Form 10-KSB for the Company's fiscal year ended September 30, 1994).

10.43 Letter agreement dated October 10, 1994 between the Registrant and New Paradigm
Software Corp. (incorporated by reference to Exhibit 10.43 to the Company's Report
on Form 10-KSB for the Company's fiscal year ended September 30, 1994).

10.44 Letter agreement dated August 10, 1994 between the Registrant and Management
Technologies, Inc. concerning the conversion of the MARS-TM- product to Windows IBM
(incorporated by reference to Exhibit 10.44 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1994).

10.45 $150,000 Secured Promissory Note dated July 21, 1994 issued by the Registrant in
favor of Robert S. Trump (incorporated by reference to Exhibit 10.45 to the
Company's Report on Form 10-KSB for the Company's fiscal year ended September 30,
1994).

10.46 Letter agreement dated July 21, 1994 between the Registrant and Robert S. Trump
concerning $125,000 Exchangeable Note dated January 7, 1993 (incorporated by
reference to Exhibit 10.46 to the Company's Report on Form 10-KSB for the Company's
fiscal year ended September 30, 1994).

10.47 $280,000 Secured Promissory Note dated October 17, 1994 issued by the Registrant in
favor of Robert S. Trump (incorporated by reference to Exhibit 10.47 to the
Company's Report on Form 10-KSB for the Company's fiscal year ended September 30,
1994).
</TABLE>

II-7
<PAGE>
<TABLE>
<CAPTION>
ITEM 27. EXHIBITS
<C> <S>
10.48 $150,000 Secured Promissory Note dated December 13, 1994 issued by the Registrant in
favor of Robert S. Trump (incorporated by reference to Exhibit 10.48 to the
Company's Report on Form 10-KSB for the Company's fiscal year ended September 30,
1994).

10.49 $149,791.67 Amended and Restated Exchangeable Note dated January 1, 1995 issued by
the Registrant in favor of Robert S. Trump (incorporated by reference to Exhibit
10.49 to the Company's Report on Form 10-KSB for the Company's fiscal year ended
September 30, 1994).

10.50 $156,708.37 Amended and Restated Secured Promissory Note dated January 1, 1995
issued by the Registrant in favor of Robert S. Trump (incorporated by reference to
Exhibit 10.50 to the Company's Report on Form 10-KSB for the Company's fiscal year
ended September 30, 1994).

10.51 $250,000 Secured Promissory Note dated January 11, 1995 issued by the Registrant in
favor of Robert S. Trump (incorporated by reference to Exhibit 10.51 to the
Company's Report on Form 10-KSB for the Company's fiscal year ended September 30,
1994).

10.52 Letter agreement dated December 29, 1994 between the Registrant and Robert S. Trump
(incorporated by reference to Exhibit 10.52 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1994).

10.53 Letter agreement dated January 13, 1995 between the Registrant and Robert S. Trump
(incorporated by reference to Exhibit 10.53 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1994).

10.54 Letter agreement dated January 13, 1995 between the Registrant and Robert S. Trump
(incorporated by reference to Exhibit 10.54 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1994).

10.55 Letter of Intent dated October 17, 1994 by and among the Registrant, Hillary Kelbick
and Susan Michaelson concerning Michaelson Kelbick Partners Inc. (then known as FPC
Consulting Corp.) (incorporated by reference to Exhibit 10.55 to the Company's
Report on Form 10-KSB for the Company's fiscal year ended September 30, 1994).

10.56 Managing Director's Agreement dated October 17, 1994 by and among Michaelson Kelbick
Partners Inc. (then known as FPC Consulting Corp.), Susan Michaelson and the
Registrant (incorporated by reference to Exhibit 10.56 to the Company's Report on
Form 10-KSB for the Company's fiscal year ended September 30, 1994).

10.57 Managing Director's Agreement dated October 17, 1994 by and among Michaelson Kelbick
Partners Inc. (then known as FPC Consulting Corp.), Hillary Kelbick and the
Registrant (incorporated by reference to Exhibit 10.57 to the Company's Report on
Form 10-KSB for the Company's fiscal year ended September 30, 1994).

10.58 Shareholders Agreement dated as of January 5, 1995 by and among the Registrant,
Aspen Capital Management Corp. (then known as FPC Funds Corp.), Richard J. Loos and
Sean P. Brennan (incorporated by reference to Exhibit 10.58 to the Company's Report
on Form 10-KSB for the Company's fiscal year ended September 30, 1994).

10.59 Executive Employment Agreement dated January 5, 1995 between Aspen Capital
Management Corp. (then known as FPC Funds Corp.), the Registrant and Richard J. Loos
(incorporated by reference to Exhibit 10.59 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1994).
</TABLE>

II-8
<PAGE>
<TABLE>
<CAPTION>
ITEM 27. EXHIBITS
<C> <S>
10.60 Executive Employment Agreement dated January 5, 1995 between Aspen Capital
Management Corp. (then known as FPC Funds Corp.), the Registrant and Sean P. Brennan
(incorporated by reference to Exhibit 10.60 to the Company's Report on Form 10-KSB
for the Company's fiscal year ended September 30, 1994).

10.61 $250,000 Secured Promissory Note dated April 6, 1995 issued by the Registrant in
favor of Robert S. Trump (incorporated by reference to Exhibit 10.14 to Report of
Form 10-QSB for fiscal quarter ended March 31, 1995).

10.62 Letter agreement dated May 3, 1995 between the Registrant and New Paradigm Software
Corp. (incorporated by reference to Exhibit 10.15 to Report on Form 10-QSB for
fiscal quarter ended March 31, 1995).

10.63 Agreement dated July 28, 1995 by and among the Company, Scott Rhodes, Scott Rhodes
d/b/a "Metamorphic Computing", Scott Rhodes d/b/a "Metamorphic Systems", Scott
Rhodes d/b/a "MCC", Scott Rhodes d/b/a "Metamorphic Computing Corp." and Metamorphic
Computing Corp. (incorporated by reference to Exhibit 10.63 to Report on Form 10-KSB
for fiscal year ended September 30, 1995).

10.64 Form of Warrant dated as of September 15, 1995 between the Registrant and Robert S.
Trump (incorporated by reference to Exhibit 10.64 to Report on Form 10-KSB for
fiscal year ended September 30, 1995.

10.65 Form of Warrant dated as of September 15, 1995 between the Registrant and William F.
Finley (incorporated by reference to Exhibit 10.65 to Report on Form 10-KSB for
fiscal year ended September 30, 1995).

10.66 Letter dated March 29, 1996 from Robert S. Trump regarding conversion of debt into
equity (incorporated by reference to Exhibit 10.66 to Registrant's Annual Report on
Form 10-KSB for the period ended September 30, 1996).

10.67 Letter dated June 20, 1996 from Robert S. Trump regarding conversion of debt into
equity (incorporated by reference to Exhibit 10.67 to Registrant's Annual Report on
Form 10-KSB for the period ended September 30, 1996).

10.68 General Form of Subscription Agreement used in private placements in 1996
(incorporated by reference to Exhibit 10.68 to Registrant's Annual Report on Form
10-KSB for the period ended September 30, 1996).

10.69 Form of Warrant Agreement for Warrants issued in September 1996 (incorporated by
reference to Exhibit 10.69 to Registrant's Annual Report on Form 10-KSB for the
period ended September 30, 1996).

10.70 Letter agreement dated November 12, 1996 with Robert S. Trump regarding exercise of
Restated Exchangeable Note dated January 1, 1995 and conversion of debt into equity
(incorporated by reference to Exhibit 10.70 to Registrant's Annual Report on Form
10-KSB for the period ended September 30, 1996).

23.1 Consent of Goldstein & Morris.

24.1 Power of Attorney (included on the signature page to the Registration Statement).
</TABLE>

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

* To be filed by amendment.

II-9
<PAGE>
ITEM 28. UNDERTAKINGS.

The Company hereby undertakes:

(A) That it will:

(1) File during any period in which it offers or sells Common ]Stock, a
post-effective amendment to the Registration Statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

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

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
prospectus filed by the Company under Rule 424(b)(1), or (4), or 497(h)
under the Securities Act as part of this Registration Statement as of the
time the Commission declared it effective.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the Common Stock at the time as the initial
BONA FIDE offering of those securities.

II-10
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form SB-2 and it has authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of New York, State of New York on January 7, 1997.

FINANCIAL PERFORMANCE CORPORATION

BY: /S/ WILLIAM F. FINLEY
-----------------------------------------
William F. Finley
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints William F. Finley and Gary S.
Friedman, or either of them, as such person's true and lawful attorneys-in-fact
and agents, with full powers of substitution and re-substitution, for such
person in name, place and stead, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form SB-2, in any
and all capacities, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:

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

Chief Executive Officer and
/s/ WILLIAM F. FINLEY President (Principal
- ------------------------------ Executive Officer and January 7, 1997
William F. Finley Principal Financial and
Accounting Officer)

/s/ RICHARD LEVY Secretary and Director
- ------------------------------ January 7, 1997
Richard Levy

/s/ DUNCAN G. BURKE Vice President and Director
- ------------------------------ January 7, 1997
Duncan G. Burke

/s/ PHILIP L. HAGE Director
- ------------------------------ January 7, 1997
Philip L. Hage

II-11

<PAGE>

EXHIBIT 23.1

GOLDSTEIN AND MORRIS
CERTIFIED PUBLIC ACCOUNTANTS, P.C.
501 FIFTH AVENUE
NEW YORK, N.Y. 10017

ALBERT M. GOLDSTEIN TELEPHONE (212) 688-3378
EDWARD B. MORRIS FAX (212) 599-6438
ALAN J. GOLDBERGER

January 6, 1997

To the Board of Directors of
Financial Performance Corporation

Dear Sirs:

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form SB-2 of our report dated December 12, 1996
relating to the financial statements of Financial Performance Corporation,
which appears in such Prospectus. We also consent to the reference to us
under the heading "Experts" in such Prospectus.

Very truly yours,

/s/ Goldstein and Morris
- ------------------------

Goldstein and Morris. CPA's, P.C.
New York, New York