UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934

AVIATION INDUSTRIES CORP.
(Exact name of registrant as specified in its charter)

Nevada 88-023361
(State of organization) (I.R.S. Employer Identification No.)

888 E. Las Olas Blvd., Suite 700, Ft. Lauderdale, FL 33301
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (954) 938-2500

Securities to be registered pursuant to Section 12(b)of the Act:
None

Securities to be registered pursuant to Section 12(g) of the Act:
Common

THIS REGISTRATION STATEMENT INCLUDES FINANCIAL INFORMATION AND
ADDITIONAL DISCUSSION CONCERNING INTEGRATED MARKETING
PROFESSIONALS ("IMP"), A COMPANY WITH WHOM THE REGISTRANT HAS
AGREED TO MERGE. THE DIRECTORS OF IMP HAVE ALREADY REPLACED THE
PREVIOUS DIRECTORS OF THE REGISTRANT, PURSUANT TO THE AGREEMENT,
AND MANAGEMENT BELIEVES THE MERGER WILL BE COMPLETED AFTER THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE, ALTHOUGH THE MERGER IS
STILL SUBJECT TO APPROVAL BY SHAREHOLDERS OF BOTH COMPANIES. (SEE
ITEM 1, "BUSINESS")

Item 1. Business.
(a) Development of Business
(i) General Development of AIC

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

AIC entered into a definitive Agreement and Plan of Merger with
Integrated Management Professionals, Inc. ("IMP") on June 23,
1998. At some time after the effective date of this Registration
Statement, IMP is to be merged with CAL Acquisition Corp., a
Nevada corporation formed as a wholly-owned subsidiary of AIC.
IMP will be the surviving corporation of that merger. IMP and AIC
will then merge, with AIC being the surviving corporation. AIC
will then change its name to Integrated Marketing Professionals,
Inc. In accordance with the Agreement, on August 3, 1998, the
Officers and Directors of AIC resigned, with the exception of Mr.
Kaloustian, and were replaced by the Officers and Directors of
IMP, who will remain as Officers and Directors of the new
company. The business of IMP is discussed in subsection (c)
below. Throughout this Registration Statement, the post-merger
entity shall be referred to as the "Company."

The terms of the merger gives holders of the common and preferred
stock of IMP shares of AIC common stock. There are presently
15,645,590 common shares and 3,700,000 preferred shares of IMP
outstanding. Holders of those shares receive AIC common stock
valued at $11,994,018. The actual number of shares will be
determined by the average closing price of the stock during the
ten day period beginning five days prior to the effective date of
the merger. In addition, there are options or warrants for a
total of 3,046,333 shares of IMP stock. The holder of these
options or warrants shall receive options or warrants for an
equal number of shares of AIC, with the exercise price set at six
times the exercise price of the existing IMP options or warrants.
Also, Joe Logan Jr., Diran Kaloustian, and Consolidated Equities
shall convey 1.5 million shares of AIC common stock to William
Forhan and 500,000 shares of AIC common stock to James Muldowney,
will return 375,000 common shares to AIC's treasury, and will
grant to Forhan voting proxies for 2.5 million shares for a
period of 36 months or until those shares are sold to bona-fide
third party purchasers. The merger will be a reverse merger,
treated as a pooling of interests for accounting purposes.

In order for the merger to be finalized, a number of events must
occur. First, the stockholders of both companies must approve the
merger agreement. This vote has not yet occurred. However, the
Board of Directors, consisting of Mr. Diran Kaloustian and Mr.
Joe Logan, Jr., owned 63% of the stock of AIC, approved the
merger on May 20, 1998. Second, this Registration Statement must
be effective and not subject to any stop order. Third, Joe Logan,
Jr. and Diran Kaloustian, and / or their assigns, must be able to
acquire all of AIC's interest in CITA without adverse accounting
or tax consequence. This has already occurred. Finally, the
companies are preparing to file a form S-4 registration statement
with the Securities and Exchange Commission ("SEC"). If the
merger is not consummated, neither party shall have any liability
or obligation to the others, other than for a willful breach, and
the IMP directors who replaced AIC directors shall resign from
the AIC board.
(iii) General Development of IMP

IMP was incorporated under the laws of the State of Michigan on
January 14, 1994. In October, 1995, IMP reincorporated in Nevada.
In May, 1996, IMP purchased the outstanding capital stock of Dav-
Jen, Inc., d/b/a Casino Airlink, in a transaction treated as a
purchase for accounting purposes. The total purchase price was
$2,915,802 plus 1,700,000 shares of IMP's Class B Preferred Stock
valued at $850,000 ($0.50 market bid price). On October 31, 1996,
IMP's name was changed to Casino Airlink, Inc. In December, 1996,
IMP purchased the outstanding capital stock of ReSer Corp. in a
transaction treated as a purchase for accounting purposes. The
purchase price was $390,000, paid for with $195,000 in cash and
156,000 shares of common stock. IMP guaranteed that the stock
would be worth no less than $1.25 per share as of January 3,
1999. On June 15, 1998, IMP's name was changed back to Integrated
Management Professionals, Inc.
(iv) Recent Developments

Since December 1997, a number of significant transactions have
taken place:

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

On February 28, 1998, AIC provided $200,000 in debtor-in-
possession ("DIP") financing to Sunjet, a commercial air carrier
which had filed for reorganization pursuant to Chapter 11 of the
U.S. Bankruptcy Code. The loan was repaid on May 5, 1998.
Sunjet's certificate of operation recently expired, and AIC does
not anticipate any further investment in or dealings with Sunjet.

On February 24, 1998, AIC acquired CITA Americas, Inc. CITA
operates clinics associated with health care facilities to treat
chemical dependencies, utilizing Ultra Rapid Opiate
Detoxification and Structured Aftercare Reintegration Treatment.
CITA was acquired for 375,000 shares of restricted common stock,
valued by AIC at $1,875,000 (the stock price at the closing date
of the transaction). Because the business of CITA was not travel-
related, and AIC had decided to concentrate on travel-related
businesses, on July 28, 1998, AIC entered into a letter of intent
to sell CITA to Southwestern Environmental Corp. in exchange for
$2,200,000 worth of Southwestern's Class A preferred stock. This
sale closed on August 31, 1998. The preferred stock received by
AIC is convertible into $2,200,000 worth of common stock
(determined by the market price) at any time after July 29, 1999.

AIC recently made three major acquisitions:

1) On or about July 30, 1998, AIC acquired Magnolia Tours and
Transportation ("Magnolia"), a Biloxi, MS company that provides
motor coach transportation services, including airport transfers
for visitors traveling to and from Gulf Coast casinos and hotels,
shuttle services, and local area tours. The purchase price was
$150,000 in cash, plus the assumption of $11,000 in debt.

2) On or about August 3, 1998, AIC acquired Business Travel, a
Norcross, GA-based corporate travel agency with 1997 annual sales
of approximately $25,000,000 (1997 EBITA was $278,178), in
exchange for $300,000 in cash and $900,000 of restricted common
stock (596,027 shares valued at the 5 day average price of $1.51
per share).

3) On or about September 9, 1998, AIC completed the acquisition
of Cruising In Style, Inc. ("Cruising"), a Durham, NC travel
agency with approximately $2,000,000 in annual revenues. Cruising
specializes in the sale of upscale cruise packages to Alaska, the
Caribbean, Europe, and Trans-Canal. The total price of this
acquisition was $150,000, $25,000 of which was paid in cash,
$50,000 in a 24-month promissory note with no interest, and
87,209 shares of common stock valued at $75,000.
(b) Financial Information about Industry Segments

All of the revenue from AIC and IMP is derived from the travel
and tourism industry. The required revenue, operating profit and
loss, and identifiable assets are shown in Item 2 and in the
financial exhibits provided in Item 15 below.
(c) Narrative Description of Business

After the merger is completed, the Company will operate through
five subsidiaries - Casino Airlink and ReSer, from the current
IMP, and Magnolia, Cruising, and Business Travel, from AIC.

IMP

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

In 1997, CAI generated $18.3 million in revenue, with pre-tax
income from operations of $350,000. CAI has 42 employees. There
are 3,000 new hotel rooms coming on-line in Biloxi by June 30,
1999. This expansion requires CAI to add a second airplane in
order to serve new departure cities. This plane will become
available by January 10, 1999. This plane is being leased on an
annual contract. New departures include Daytona Beach to Biloxi
(12 times per month), Ft. Lauderdale to Memphis (9 times per
month), and St. Petersburg, Orlando, and Atlanta to Memphis (13
times per month each).

ReSer Corp., located in Atlanta, GA, is a travel agency that
specializes in planning, organizing, and presenting educational
seminars to travel agents across the United States. In 1997,
ReSer held 40 seminars which over 2,000 agents attended to learn
about Latin America, Florida, Mexico, and Colorado. ReSer also
processes reservations for tour operators. ReSer owns expansive
hardware and software that works well for small tour operators
who do not wish to absorb the overhead expenses associated with a
reservation center. In the fourth quarter of 1997, ReSer began
accepting Casino Airlink reservations from clients in Georgia,
North Carolina, and South Carolina. ReSer's 1997 pre-tax loss was
$60,000 on sales of $600,000.
Aviation Industries

Aviation Industries has not had significant operations during the
last few years, other than the recent transactions discussed
above. AIC has three newly acquired subsidiaries, Magnolia,
Business Travel, and Cruising.

Magnolia offers airport/hotel transfers and day and night tours
of New Orleans from Biloxi, and provides charter service for
corporations, meetings, and incentives. Magnolia has 15
employees, and provides service on a year-round basis. Its
business is not seasonal. In 1997, revenues were approximately
$800,000. For the first 7 months of 1998, pre-tax income was
$16,000. On August 31, 1998, AIC replaced Magnolia's fleet of
five motor coaches with four brand new 54 passenger coaches
offering state-of-the-art audio/visual equipment, first class
passenger amenities, and will offer vacationers optional trips to
places such as New Orleans, allowing AIC to capitalize further on
the continued growth of the Gulf Coast market. The cost of the
new coaches, $1,480,000, is provided by Cargill Leasing on a 5-
year lease.

Business Travel, a corporate travel agency with over 400
corporate accounts and annual sales of approximately $25,000,000,
fits perfectly with the overall marketing mix of the Company,
especially with the ReSer subsidiary. This provides the Company
with opportunities to market packaged casino vacations offered by
it to more than 20,000 people employed by Business Travel's
corporate clients. Business Travel has 35 employees. In 1997, 80%
of its business came from airline tickets, with the remainder
coming from car rentals, hotels, and tour commissions. Business
Travel generated $175,000 of pre-tax income on $25 million in
sales in 1997.

The acquisition of Cruising fits well with AIC's growing base of
travel and leisure operations. Cruising has 4 employees, and
produced $25,000 in pre-tax income in 1997, with revenues of $1.5
million. AIC intends to expand the operations to include active
marketing of more moderately priced cruise packages, focusing on
3, 4, and 7 night Caribbean itineraries, together with a variety
of land and sea packages for these cruises. This gives the
Company the opportunity to cross-market cruise vacation packages
to the more than 20,000 people employed by Business Travel's
corporate clients and the 80,000 passengers delivered to the
Mississippi Gulf Coast annually by Casino Airlink.

Item 2. Financial Information.

(a) Selected Financial Data.

The Registrant's financial data presented below has been derived
from the financial statements appearing in Item 15 below.

AVIATION INDUSTRIES CORP.
(A Development Stage Company)
Selected Financial Data
Years Ended December 31

March 31, 1998 1997 1996 1995 1994 1993
Summary of Operations $0 $0 $0 $0 $0 $
Revenues 0
General, Selling and $13,046 $8,050 $0 $0 $0 $0
Administrative Expenses
Net Profit ($13,046) ($8,050) $0 $0 $0 $0
Net Profit per Common ($0.00) ($0.00) $0.00 $0.00 $0.00 $0.00
Share
Summary Balance Sheet
Data
Total Assets $7,879,231 $6,004,231 $0 $0 $0 $0
Long Term Obligations (1) $1,000,000 $1,000,000 $0 $0 $0 $0

(1) The Long Term Obligations shown are for a long term debt
that was paid off in April, 1998.

INTEGRATED MANAGEMENT PROFESSIONALS, INC.
Selected Financial Data
Years Ended December 31

July 31, 1998 1997 1996 1995 1994
Summary of $9,920,150 $18,378,929 $18,942,574 $20,009,040 $85,512
Operations
Revenues
Cost of Sales $6,758,926 $13,876,269 $15,746,734 $16,736,046
Total Operating $2,239,730 $4,027,435 $3,332,227 $3,272,994 $96,827
Expenses
Other Income ($4,113) ($121,030) ($145,208) $47,396
Extraordinary $691,846 ($1,288,059)
Items
Net Profit $807,384 $1,046,041 ($1,569,654) ($474,422) ($11,315)
Net Profit per
Common Share
Basic $0.19
Diluted $0.09 ($0.42) ($0.94) ($2.26)
Summary Balance
Sheet Data
Total Assets $4,434,404 $3,622,981 $4,112,161 $1,015,005 $120,710
Long Term $526,382 $1,680,893 $23,712 $0
Obligations

(b) Management Discussion and Analysis

(i) AIC

A new management team has taken over the operations of AIC
effective August 3, 1998. Directors and Officers of IMP have
replaced the previous Directors and Officers of AIC, except that
Diran Kaloustian remains as AIC director. AIC was a development
stage company until its recent acquisitions.

As of March 31, 1998, AIC had $1,004,231 of cash, with long-term
debt of $1,000,000. Management decided to pay off the debt early,
leaving $4,231 of cash. Management feels that this cash position
is satisfactory. Profits from operations are expected to enhance
AIC's cash balance.

The investment in CITA increased from $1.875 million to $2.2
million with its sale to Southwest Environmental for preferred
stock convertible in 12 months.

AIC does not anticipate any capital expenditures in the remainder
of 1998. The three acquisitions will generate small profits by
year end. Management is dedicated to selecting additional
acquisitions to increase revenues and profits in 1999.

Assets will increase with the acquisition of IMP to a total of
$12.3 million based upon IMP's July 31, 1998 financials.

(ii) IMP

The management team took over IMP on December 6, 1996. IMP, which
suffered a loss in 1996, has been profitable since. The
improvement in 1997 was the result of increasing the air-load
factor to 88% while increasing the selling price by 5%. The first
six months of 1998 saw a decline in revenues from $10.4 million
to $8.6 million. This is based on an accounting change that
reduces revenues and cost of sales equally. During the same
period, income from operations increased from $360,672 to
$709,130, the result of a 5% price increase, a slight reduction
in the cost of sales, and management maintaining operations
costs.

Margins are highest in the first half of the year because of an
increase in winter population in Florida, and the fact that hotel
room costs are lower from September through May and load factors
are high without discounting the packages. In the third quarter
of 1998, IMP sustained a loss of $93,706, due to the effects of
Hurricane Georges. The hurricane closed business from September
25 to October 5, reducing profits by approximately $278,000 in
September.

IMP's cash position is strong, as IMP had over $1.1 million at
the end of July, 1998. Management expects future profits to
enhance this balance further. Management is negotiating with an
underwriter who has offered a firm commitment for a $5 million
equity raise, pursuant to Rule 506, during the first quarter of
1999, if market conditions are favorable. An agreement is
expected to be finalized by the end of November, 1998. The long-
term need for cash is for additional travel-related acquisitions.

The cash flow improved during the first quarter of 1998, due to a
seasonal increase in business. There are no trends that indicate
a change in IMP's liquidity. IMP anticipates capital expenditures
of $75,000 to $100,000 in 1999 to upgrade its reservations
systems and to expand staffing. While management does not
announce projections for future earnings, its business plan is
aggressive, and is designed with an eye towards improving
profits. In 1999, management plans to offer Tunica, MS as a
destination for a 90-day period. If the program is successful, it
may be expanded for 12 months.

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although the management of
AIC and IMP believe that the expectations reflected in these
forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ
materially from the expectations are disclosed in this Statement,
including, without limitation, in conjunction with those forward-
looking statements contained in this Statement.

Item 3. Properties.

Both companies currently lease offices at 888 E. Las Olas Blvd.,
Suite 700, Ft. Lauderdale, FL 33301. This is the home office of
AIC, IMP. Casino Airlink leases a single-user facility with 6,000
square feet. It currently houses 30 employees, and has room to
house 50 employees.

ReSer leases a 2,000 square foot facility that houses 11
employees, and could be expanded for 24 employees. Business
Travel leases an 8,000 square foot facility for 35 employees (can
be expanded for 45 employees) and subleases 2,000 square feet of
that space (containing space for an additional 20 reservationists
in the future). Magnolia and Cruising both lease small facilities
for their operations.

Item 4. Security Ownership of Certain Beneficial Owners and
Management.

Security Ownership of Certain Beneficial Owners - Aviation
Industries Corp.
As of June 1, 1998

Title of Name/Address of Owner Shares Percent of Class
Class Beneficially
Owned
Common Diran M. Kaloustian 3,000,000 32.00%
4605 S. Ocean Blvd.
Boca Raton, FL 334872
Common Professional Athlete 1,480,000 15.79%
Services, Inc.
1004 Coral Isle Way
Las Vegas, NV 89108
Common Chateau Vegas, Inc. 1,230,000 13.12%
1700 E. Desert Inn Rd.
#100 A
Las Vegas, NV 89109
Common General Investment Bank 900,000 9.60%
Christoprudny Blvd. 12A
Moscow, Russia
Common Officers and Directors 3,000,000 32.00%
(1 person)

Note: 1,620,569 shares, equal to 17.29% of the outstanding common
stock, are held in "street name" by Cede & Co., a clearinghouse
for the shares.

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

Title of Name/Address of Owner Shares Percent of Class Percent of Class
Class Beneficially -- Diluted
Owned
Preferred Dudley Bailey 1,000,000 50.00% 10.50
A 5456 E. Links Circle %
Littleton, CO 80122
Preferred Joseph and Sharon Noel 174,935 8.75% 1.84%
A 211 Stone Valley Ct.
Martinez, CA 94553
Preferred Bruce and Carol Fabric 174,935 8.75% 1.84%
A 1860 Mowry Ave., Ste.
200
Fremont, CA 94538
Preferred Christopher and 174,935 8.75% 1.84%
A Suzanne Bosio
C/O Bosio Sports
Central
4031 Wild Chaparral
Dr.
Shingle Springs, CA
95682
Preferred Michael P. Gamboa, 174,935 8.75% 1.84%
A trustee for
Schlumberger 1994
Charitable Remainder
Unitrust
One Embarcadero Center
Suite 4080
San Francisco, CA
94111
Preferred Steve Schoen 1,600,000 94.12% 8.40%
B 300 S. Florida Ave.
N. Penthouse
Tarpon Springs, FL
34689
Common Officers and Directors 1,156,000 8.66% 6.07%
(2 individuals)

Note: These figures do not give effect to the dilutive impact
that the issuance of shares pursuant to the Agreement and Plan of
Merger with IMP will have on the "Percent Of Class" column. The
"Percent of Class - Diluted" column for IMP takes into account
2,000,000 shares of Series A Convertible Preferred Stock which is
convertible into 4,000,000 shares of common stock, and 1,700,000
shares of Series B Preferred Stock which is convertible into a
like number of shares of common stock.

Security Ownership of Management - Aviation Industries Corp.
As of June 1, 1998

Title of Name/Address of Owner Shares Percent of Class
Class Beneficially
Owned
Common Diran M. Kaloustian 3,000,000 32.00%
4605 S. Ocean Blvd.
Boca Raton, FL 334872

Note: William Forhan and James Muldowney will receive a total of
2,000,000 shares of common stock, and Mr. Forhan will receive
proxies to vote 2,500,000 shares of common stock as a result of
the merger with IMP.

Security Ownership of Management - Integrated Management
Professionals, Inc. - As of May 1, 1998

Title of Name/Address of Shares Percent of Class Percent of Class --
Class Owner Beneficially Diluted
Owned
Common Ellen Forhan 500,000 3.74% 2.62%
1800 S. Ocean Blvd.,
#510
Pompano Beach, FL
33062
Common Jim Muldowney 156,000 1.17% 0.82%
16456 Reddington Dr.
Reddington Beach, FL
33708

Changes in Control

Three items result in a change of the control of the post-merger
Company. First, William Forhan, the Chairman of the Company,
receives a proxy to vote 2.5 million common shares for 18 months.
Second, Mr. Forhan and Mr. Muldowney, the Secretary and Treasurer
of IMP and the President of Casino Airlink, receive a total of 2
million shares of common stock from existing shareholders of AIC.
Finally, IMP shareholders will own 12 million of the 22 million
shares in the Company (assuming the value of AIC common stock is
$1.00 at the time shareholders vote to approve the merger). As a
result of these transactions, Mr. Forhan will own or control by
proxy 20% of the outstanding common stock. Mr. Muldowney will own
approximately 5%.

Item 5. Directors and Executive Officers.

On August 3, 1998, all members of the Board of Directors of AIC,
except for Mr. Diran Kaloustian, resigned, as agreed upon in the
merger agreement, and the board was reconstituted to consist of
Mr. Kaloustian and the members of the Board of Directors of IMP.
All officers and directors serve for a term of one year.

Name / Title / Age Start of Term Start of Term
Address on AIC Board on IMP Board
William Forhan 53 August 3, 1998 January 4,
President/Chief 1994
Executive
Officer/Director
1800 S. Ocean Blvd.,
#510
Pompano Beach, FL
33062
James Muldowney 55 August 3, 1998 January 15,
Secretary/Treasurer/D 1998
irector
16456 Reddington Dr.
Reddington Beach, FL
33708
Diran M. Kaloustian 63 September 30, N/A
Director 1997
4605 S. Ocean Blvd.
Highland, FL 33487
Tim Schad 48 September 15, September 15,
5151 W. River Drive 1998 1998
Comstock Park, MI
49321
Derek Lewin 59 August 3, 1998 May 15, 1998
Director
1800 S. Ocean Blvd.,
#312
Pompano Beach, FL
33062
Steven York 48 August 3, 1998 May 15, 1998
Director
4141 W. Walton Blvd.
Waterford, MI 48329

William G. Forhan

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

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

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

James M. Muldowney

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

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

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

Diran M. Kaloustian

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

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

Timothy Schad

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

Derek Lewin

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

Steven York

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

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

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

Item 6. Executive Compensation.

IMP entered into employment agreements with its key employees -
Mr. William Forhan and Mr. James Muldowney. Additionally, as part
of the agreement to purchase Casino Airlink, IMP entered into a 5-
year consulting agreement with Mr. Steven Schoen, the previous
principal shareholder of Casino Airlink. In late 1996, IMP
created a Stock Option Plan for employees and directors of IMP.
During the year 1997, Mr. Forhan and Mr. Muldowney were granted
incentive stock options. The description of the employment
agreements, the stock option plan, and the incentive stock
options are presented in the notes to the consolidated financial
statements presented in response to Item 15 below. The documents
are attached as exhibits to this Form 10.

Summary Compensation Table

Annual Long
compen- term
sation compens
a-tion

Awards Payouts

Name and Year Salary ($) Bonus(1 Other Restric Securit LTIP All
Position ) ($) Annua ted ies Payouts other
l Stock underly ($) Comp.
Comp. Awards ing ($)
($) ($) options
/ SARs
(#)
1998 $149,000 $17,750
William 1997 $149,000
Forhan,
CEO
1996 $149,000
Jim 1998 $150,000 $8,875
Muldowney
President 1997 $100,000

Casino 1996 $100,000
Airlink

(1) The bonuses listed for 1998 are based upon the 1997
financial results. Bonuses have not yet been paid for 1998,
although the financial statements show a liability of $53,000 for
officers' bonuses as of September 30, 1998.

Option /SAR Grant in Last Fiscal Year

Individual Potential
Grants realizable value
at assumed
annual rates of
stock price
appreciation for
option term

Name Number of Percent of total Exercise or base Expiration Date 5% 10%
securities options / SARs price ($/sh)
underlying granted to
options / SARs employees in
Granted (#) last fiscal year
William 2,000,000 83.33% $0.30 1/18/2007 $377,337 $956,245
Forhan,
CEO
Jim 400,000 16.66% $0.20 12/29/2008 $56,827 $148,249
Muldowne
y,
Presiden
t Casino
Airlink

Note: the exercise price of the options will be adjusted post-
merger. Mr. Forhan's options will have an exercise price of
$1.80, while Mr. Muldowney's options will have an exercise price
of $1.20. At the post-merger price, the proper figures in the 5%
column of the above table would be $2,264,020 for Mr. Forhan and
$340,962 for Mr. Muldowney. The proper figures in the 10% column
are $5,727,473 for Mr. Forhan and $889,496 for Mr. Muldowney.

Members of the Board of Directors, including those members who
are employees and/or officers, are given stock options and
reimbursed for all travel expenses incurred on behalf of the
company. The options granted entitle each director to 150,000
shares of stock, vest in 6 months, and have a term of 10 years.
The exercise price is $0.32, which shall be adjusted to $1.92
post-merger. No options were granted to directors in 1996 or
1997.

Mr. Forhan and Mr. Muldowney both entered into employment
agreements with IMP on January 1, 1998 as President/CEO and
EVP/President of Casino Airlink, respectively. The contracts
provide each with a base salary as shown above, plus an incentive
bonus plan (5% of pre-tax net income for Mr. Forhan, 2.5% for Mr.
Muldowney) paid quarterly. Each contract provides for life
insurance coverage, and permits the individual to be terminated
for cause. If the individual is terminated (which includes
changing his job title or removing him from the Board of
Directors) other than for cause, the company must pay a penalty
of as much as $2 million for Mr. Forhan, $1.5 million for Mr.
Muldowney.

As part of the agreement to purchase Casino Airlink, Mr. Steve
Schoen was granted a five-year consulting agreement at $125,000
per year, plus 5% of the pre-tax income of Casino Airlink (the
subsidiary).

Item 7. Certain Relationships and Related Transactions.

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

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

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

Item 8. Legal Proceedings.

There is no litigation involving AIC or IMP, or any of their
subsidiaries, as a party.

Item 9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.

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

Aviation Industries High Low

January 30, 1998 to March 31, 1998 $8.62 $4.37

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

Management is not aware of the reason for the decline in market
price that has occurred during 1998. Current management was not
involved in AIC until the Merger Agreement in June, 1998, and did
not participate in management of AIC until August, 1998. AIC
marketed itself over the internet, and trading volume from
February 19, 1998 through March 25, 1998 grew to 100,000 trades
per day. Since April 27, AIC stock has averaged 10,000 trades per
day. The merger agreement inexplicably resulted in a further
decrease in both volume and value. Management is not aware of any
factors that would account for this reaction.

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

Integrated Management High Low
Professionals, Inc.
July 1, 1996 to September 30, $6.25 $1.06
1996
October 1, 1996 to December 31, $1.25 $0.31
1996
January 1, 1997 to March 30, $0.60 $0.22
1997
April 1, 1997 to June 30, 1997 $0.44 $0.24
July 1, 1997 to September 30, $0.46 $0.15
1997
October 1, 1997 to December 31, $0.43 $0.18
1997
January 1, 1998 to March 30, $0.43 $0.17
1998
April 1, 1998 to June 30, 1998 $0.48 $0.20

NOTE: Over the counter market quotations reflect inter-dealer
prices, without retail mark-up, mark-down, or commission, and may
not, therefore, represent actual transactions.

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

As of June 22, 1998, IMP had 13,353,923 shares of common stock
outstanding held by 616 shareholders, together with 2,000,000 of
Series A, Convertible Preferred Stock held by 11 shareholders,
and 1,700,000 shares of Series B Preferred Stock held by 2
shareholder.

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

Item 10. Recent Sales of Unregistered Securities.

On April 23, 1998, IMP completed an offering under Rule 504 of
Regulation D. A total of 7,244,583 shares of common stock were
sold in this offering at an average price of $0.138.

In addition, during September, 1997, the previous management team
of AIC (Mr. Kaloustian and Mr. Logan) gained control of that
company by purchasing 6,000,000 shares (66.67%) of AIC's common
stock from their predecessors for the price of $300,000.

On December 7, 1996, IMP issued a total of two-million shares of
its Series A Preferred Stock for a total of $366,400. A total of
125,324 was given to four firms who served as advisors to IMP
with respect to this capital raise. One-million shares were
purchased by Mr. Bailey, with the remaining 874,676 shares
purchased by a total of 6 investors.

In May, 1996, IMP issued 1,700,000 shares of its Series B
Preferred Stock to Mr. Steve Schoen and Mr. L. Pemberton, as part
of the purchase price for Casino Airlink. That stock was valued
at $850,000 by IMP's board of directors.

Item 11. Description of Registrant's Securities to be
Registered.

The common stock of AIC has a par value of $0.001 per share. The
common stock of IMP has par value of $0.10 per share. All of the
common shares are non-assessable, without non-cumulative voting,
but with pre-emptive rights. Management anticipates that shares
of the post-merger company will retain the characteristics of AIC
common stock.

IMP's Series A Preferred Stock is given one vote for each common
share equivalent as of the record date for such vote. The common
share equivalent is the number of common shares issued upon
conversion of the Series A Preferred. Holders are entitled to
noncumulative dividends as the board may from time-to-time
declare. Holders also receive, in the event IMP is liquidated, a
payment of $0.63 plus all declared by unpaid dividends, less all
dividends paid to date, prior to holders of common shares
receiving any distribution. The merger with AIC shall be treated
as a liquidation, entitling holders of the Series A Preferred
Stock to receive the liquidation preference as part of the
merger. Holders also have the right to convert into a number of
common shares calculated by dividing the Conversion Price into
the Conversion Value. The initial Conversion Price is $0.315 per
share, with the initial Conversion Value being $0.630, yielding
an initial conversion rate of 2 common shares for each share of
Series A Preferred. These values are adjusted, from time-to-time,
to prevent dilution of the conversion. Holders also have
registration rights, meaning they can force IMP to register any
or all of the Series A Preferred Stock or the Common Stock under
the Securities Act of 1933.

The Series B Preferred Stock of IMP does not give the holder any
voting rights. Holders receive a distribution of $1.25 per share
upon liquidation of IMP, prior to common shareholders receiving
any distribution. However, this distribution will not occur until
such time as holders of Series A Preferred Stock have received
their entire liquidation preference. Each share of Series B
Preferred Stock is convertible into one share of common stock.

Item 12. Indemnification of Directors and Officers.

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

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

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

Item 13. Financial Statements and Supplementary Data.

The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10.

Item 14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

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

Item 15. Financial Statements and Exhibits.

PRO-FORMA FINANCIAL STATEMENTS - AIC

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

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

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

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

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

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

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

FINANCIAL STATEMENTS - AIC

Report of Independent Auditor Barry L. Friedman,
CPA, dated July 1, 1997.

Reports of Independent Auditor, Kurt D. Saliger,
CPA dated February 19, 1999.

Balance Sheets as of December 31, 1996, December
31, 1997, and September 30, 1998.

Statement of Operation for the years ended
December 31, 1997, December 31, 1996, and for the
period ended September 30, 1998.

Statement of Stockholders' Equity for the years
ended December 31, 1997, December 31, 1996, and
for the period ended September 30, 1998.

Statement of Cash Flows for the years ended
December 31, 1997, December 31, 1996, and for the
period ended September 30, 1998.

Notes to Financial Statements for AIC.

FINANCIAL STATEMENTS - IMP

Report of Independent Auditor Harvey Judkowitz,
CPA, dated February 5, 1999.

Balance Sheets as of December 31, 1996, December
31, 1997, and July 31, 1998.

Statement of Operation for the years ended
December 31, 1995, December 31, 1996 and December
31, 1997, and the period ended July 31, 1998.

Statement of Stockholders' Equity for the years,
December 31, 1995, December 31, 1996 and December
31, 1997, and the period ended July 31, 1998.

Statement of Cash Flows for the years ended
December 31, 1995, December 31, 1996 and December
31, 1997, and the period ended July 31, 1998.

Notes to Financial Statements.

AVIATION INDUSTRIES INDEPENDENT AUDITOR'S REPORT

Board of Directors July 1, 1997
Nevada Commercial Management, Inc.
Las Vegas, NV

I have audited the Balance Sheets of Nevada Commercial
Management, Inc. (A Development Stage Company), as of June 30,
1997, December 31, 1996 and December 31, 1995, and the related
Statements of Operations, Stockholders' Equity and Cash Flows for
the period January 1, 1997, to June 30, 1997, and for the two
years ended December 31, 1996, and December 31, 1995. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Nevada Commercial Management, Inc., at June 30, 1997, December
31, 1996 and December 31, 1995, and the results of its operations
and cash flows for the period January 1, 1997, to June 30, 1997
and for the two years ended December 31, 1996 and December 31,
1995, in conformity with generally accepted accounting
principles.

/S/ Barry L. Friedman, C.P.A.
Barry L. Friedman, C.P.A.
Las Vegas, NV

AVIATION INDUSTRIES INDEPENDENT AUDITOR'S REPORT

Board of Directors February 19, 1999
Aviation Industries Corp.
Clifton, NJ

I have audited the accompanying balance sheet of Aviation
Industries Corp. (a development stage company), as of September
30, 1998 and December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for the nine
month period ended September 30, 1998 and the year ended December
31, 1997. These financial statements are the responsibility of
the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Aviation Industries Corp. as of September 30, 1998 and December
31, 1997, and the results of their operations and their cash
flows for the nine month period ended September 30, 1998 and the
year ended December 31, in conformity with generally accepted
accounting principles.

/S/ Kurt D. Saliger C.P.A.
Kurt D. Saliger, C.P.A.
Las Vegas, NV

AVIATION INDUSTRIES CORP.
(A Development Stage Company)
BALANCE SHEET

September 30, December 31, December 31,
1998 1997 1996
ASSETS
CURRENT ASSETS:
Cash $24,087 $1,004,231 $0
Accounts Receivable $134,732 $0
TOTAL CURRENT ASSETS $158,819 $1,004,231 $0
PROPERTY AND EQUIPMENT, NET $1,484,361 $0
OTHER ASSETS;
Bond, Commercial Bank (Note 6) $2,500,000 $2,500,000 $0
Investment in Kiwi Holdings (Note 3) $2,500,000 $2,500,000 $0
Investment in CITA Americas, Inc. $2,200,000 $0 $0
(Note 4)
Intangibles, net $1,055,289 $0
Loan Receivable $200,000 $0 $0
TOTAL OTHER ASSETS $8,255,289 $5,000,000
TOTAL ASSETS $9,898,469 $6,004,231 $0
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Accounts Payable $68,783 $12,281 $0
Accrued Liabilities $470,848 $0
Current Portion, Long Term Deb $168,898 $0
TOTAL CURRENT LIABILITIES $708,529 $12,281 $0
LONG TERM DEBT (Note 7) $1,362,067 $1,000,000 $0
STOCKHOLDERS' EQUITY;
Common stock, $0.001 par value,
authorized 50,000,000 shares
issued and outstanding: 9,000,000
and 10,058,236 shares, respectively
December 31, 1996 - 2,000,000 shares $2,000
December 31, 1997 - 9,000,000 shares $9,000
September, 1998 - 10,058,236 shares $10,058
Additional paid-in Capital $7,603,845 $5,003,500 $10,500
Retained Earnings (Deficit) $213,970 ($20,550)
Deficit accumulated during ($33,596) ($20,550) ($12,500)
development stage
TOTAL STOCKHOLDERS' EQUITY $7,827,873 $4,991,950 $0
TOTAL LIABILITIES AND STOCKHOLDERS' $9,898,469 $6,004,231 $0
EQUITY

AVIATION INDUSTRIES CORP.
(A Development Stage Company)
STATEMENT OF OPERATION

Nine month Year Ended Year Ended Dec. January 26, 1988
period ended Dec. 31, 1997 31, 1996 (inception) to
September 30, March 31, 1998
1998
INCOME:
Revenue 1,455,200 $0 $0 $0
Cost of Revenues ($976,295) $0
GROSS PROFIT $478,905 $0
EXPENSES
General & Administrative Expenses $414,045 $8,050 $0 $33,596
Depreciation $49,744 $0
TOTAL OPERATING EXPENSES $463,789 $8,050
Net Profit/(Loss) $15,116 ($8,050) $0 ($33,596)
OTHER INCOME (EXPENSES)
Gain on sale of assets $349,339 $0
Interst expense ($12,602) $0
INCOME (LOSS) BEFORE INCOME $351,853 ($8,050)
TAXES
Income Taxes $117,333 $0
NET PROFIT (LOSS) $234,520 ($8,050)
Net Profit/Loss 0.0233 ($0.0014) $0.00 ($0.00)
(-) Per weighted Share (Note 1)
Weighted average Number of 10,058,236 9,000,000 2,000,000 9,375,000
common Shares outstanding

See accompanying notes to financial statements & audit report

AVIATION INDUSTRIES CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Year Ended December 31, 1997 And The Period
From January 1, 1998 To September 30, 1998

Common Shares Stock Amount Additional paid- Retained
in Capital Earnings
(Deficit)
Balance January 1, 1997 2,000,000 $2,000 $10,500 ($12,500)
September 30, 1997 5,000,000 $5,000
issued for service
September 14, 1997 1,000,000 $1,000 $4,993,000
issued for KIWI Holdings
and Commerical Bank
Bond
October 30, 1997 1,000,000 $1,000
issued for services
Net (Loss) Year ($8,050)
Ended Decmeber 31, 1997
Balance Dec. 31, 1997 9,000,000 $9,000 $5,003,500 ($20,550)
February 24, 1998 375,000 $375 $1,874,625
issued for CITA Americas,
Inc. Stock
August 3, 1998 issued 596,027 $596 $575,807
for Business Travel, Inc.
Stock
September 8, 1998 issued 87,209 $87 $149,913
for Cruising In Style
Stock
Net Incom January 1, 1998 $234,520
to September 30, 1998
Balance September 30, 1998 10,058,236 $10,058 $7,603,845 $213,970

See accompanying notes to financial statements & audit report.

AVIATION INDUSTRIES CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS

Nine month Year Ended Year Ended Dec. January 26, 1988
period ended Dec. 31, 1997 31, 1996 (inception) to
September 30, March 31, 1998
1998
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss (Loss) $234,520 ($8,050) $0 ($33,596)
Adjustment to reconcile net income
(loss) to cash provided by operating
activities:
Depreciation $49,774 $0
Increas in accounts receivable ($134,732) $0
Increase in accounts payable $56,502 $12,281 $0 $25,327
Increase in accrued liabilities $470,848 $0
Increase in current portion of debt $168,898 $0
Increase in long term debt 1,000,000 $0 $1,000,000
Net cash provided by operating $845,780 $4,231
activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment ($807,702) $0
Purchase of intangibles ($905,289) $0
Purchase of Maagnolia Tours and ($150,000) $0
Transportation, Inc.
Purchase of Business Travel, Inc. ($300,000) $0
Purchase of Cruising In Style ($25,000) $0
Net cash (used in) investing ($2,187,991) $0
activities
CASH FLOWS FROM FINANCING ACTIVITES
Increase in long term debt $362,067 $1,000,000
Net increase (decrease) in cash ($980,144) $1,004,231
Cash, Beginning of Period $1,004,231 $0
Cash, Ending of Period $24,087 $1,004,231

See accompanying notes to financial statements & audit report

AVIATION INDUSTRIES CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and March 31, 1998

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized January 26, 1988, under the laws of the
State of Delaware under the name Nevada Commercial Management,
Inc. The Company operates in the travel and leisure industries.

On January 2, 1994, at a meeting of the Board of Directors, the
Board approved amending its Articles of Incorporation. These
amendments were approved by a majority vote of the stockholders.
The Company authorized changing its common stock authorized,
2,500 shares, $0.001 par value, to 50,000,000 shares, common
stock par value $0.001.

On September 24, 1997, at a meeting of the Board of Directors,
the name of the Company was changed to Aviation Industries Corp.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company records income and expenses on the accrual method of
accounting.

Basis of Consolidation

The accompanying consolidated financial statements include the
accounts of Business Travel, Inc., Cruising in Style, Magnolia
Tours and Transportation, and Aviation Industries Corp. All
material intercompany account balances have been eliminated.

Estimates

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

Cash and Equivalents

For the consolidated statements of cash flows, all highly liquid
investments with a maturity of three months or less are
considered to be cash equivalents. There were no cash equivalents
as of September 30, 1998 and December 31, 1997.

Property and Equipment

Property and equipment is stated at cost. Depreciation is
recorded using the straight-line method over the estimated useful
life of the asset of three to seven years.

NOTE 3- INVESTMENT IN KIWI HOLDINGS

The investment in Kiwi Holdings represents a minority interest
position in Kiwi International Holdings. On October 15, 1997 the
Company acquired a convertible debt position of $1,750,000 from
Commercial Bank Help in Kiwi International Holdings. This
position represents a 10% to 15% interest in Kiwi International
Holdings depending upon the dilution of the company through its
issued and outstanding stock. Kiwi International Holdings leases
eight 727 commercial aircraft which operate in seven major
airline markets. Markets served include New York City, Atlanta,
Chicago, Boston, Orlando, West Palm Beach in the United States,
and San Juan, Puerto Rico. Monthly passengers served average
100,000 per month.

NOTE 4 - INVESTMENT IN CITA AMERICAS, INC.

The investment in CITA Americas, Inc. represents a 100% interest
in a drug rehabilitation company. On February 24, 1998, the
Company issued 375,000 shares of common stock valued at $5 per
share plus an assumption of $80,000 in existing accounts payable
to acquire CITA Americas, Inc. The 375,000 shares of common stock
issued was Section 144 restricted common stock.

NOTE 5 - WARRANTS AND OPTIONS

There are no warrants or options to issue any additional shares
of common stock of the Company.

NOTE 6 - BOND

With Commercial Bank Help, the bond is repayable on September 29,
2002, and bears interest at the rate of 3% per annum.

NOTE 7 - LONG TERM DEBT

Payable $19,492 per month to Firstar Equipment Finance
Corporation, interest rate 9.02%, term of 84 months, secured by
bus transportation equipment.

Term of 84 months, due $1,429,086
August, 2005
Other miscellaneous debt $101,879
Less: current portion long ($168,898)
term debt
Total long term debt $1,362,067

Independent Auditor's Report

The Board of Directors
Casino Airlink, Inc.

I have audited the accompanying consolidated balance sheets of
Casino Airlink, Inc. and subsidiaries as of December 31, 1997 and
1996 and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the two years
then ended. These financial statements are the responsibility of
the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

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

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Casino Airlink, Inc. and subsidiaries as of December 31, 1997 and
1996 and the results of its operations and its cash flows for the
two years then ended in conformity with generally accepted
accounting principles.

/S/ Harvey Judkowitz
Harvey Judkowitz
Certified Public Accountant
Miami, Florida
February 5, 1997

INTEGRATED MARKETING PROFESSIONALS, INC.
CONSOLIDATED BALANCE SHEET
For the Seven Months ended July 31, 1998 (unaudited)
and the Years Ended December 31, 1997 and 1996 (audited)

July 31, 1998 December 31, December 31,
1997 1996
ASSETS
Current Assets
Cash $1,114,474 $268,830 $101,522
Accounts Receivable 177432 7,669 100,841
Prepaid Expenses 343928 101,148 245,251
Other Receivables
Total Current Assets 1,635,834 $377,647 $447,614
Fixed Assets, at Cost
Automobile $10,292 $10,292
Furniture and Fixtures $53,610 53,610 53,610
Office Equipment 368,463 568,080 564,097
Computer Software 26,259 23,958
Leasehold Improvements 5,300 5,300 5,300
Accumulated Depreciation (294,430) (317,978) (180,244)
Total Fixed Assets 132,943 $345,803 $477,013
Other Assets
Goodwill $1,856,100 $1,856,100 $1,856,100
Non Compete Agreement 500,000 500,000 500,000
Customer Lists 700,000 775,000 775,000
Trademark 100,000 100,000 100,000
Accumulated Depreciation (606,814) (450,941) (163,373)
Organization Expense 436 872
Surety Bond 110,000 110,000 110,000
Security Deposit 6,342 8,936 8,935
Total Assets $4,434,404 $3,622,981 $4,112,161

July 31, 1998 December 31, December 31,
1997 1996
LIABILITIES AND EQUITY
Current Liabilities
10% Notes payable on $512,800 $915,912 $884,000
purchase - current
Accounts payable 430,190 382,908 631,640
Aircraft Expense Advance 45,644
Unearned revenue 1,064,635 949,826 746,085
Federal Excise Tax 30,168 81,505 397,718
payable
Amt. Due under cap. 2,069 2,069 21,752
Leases - current
Interest Payable 5,000
Notes payable to former 257,404
owner of Dav-Jen
Notes payable to former 41,584
owner of ReSer
Legal Settlement payable 30,000
Officers bonus payable 54,000 72,240
Due to shareholder 413 68,569
Total Current 2,094,275 2,518,572 3,015,183
Liabilities
Long Term Debt
10% notes payable $329,371 $524,404 $1,676,846
Capitalized leases 1,978 1,978 4,047
Total Long Term Debt 526,382 1,680,893

Stockholders' Equity
Class A Common Stock 1,564,559 $610,934 $529,886
$0.10 par value,
25,000,000 shares
authorized, 6,109340
issued and outstanding
in 1997, 5,298,857 in
1996
Series A Convertible 100,000 200,000 200,000
Preferred Stock, $0.10
par value, 5,000,000
shares authorized,
2,000,000 issued and
outstanding
Series B Preferred 170,000 170,000 170,000
Stock, $0.10 par value,
1,700,000 shares
authorized, issued, and
outstanding
Additional Paid In 1,110,173 1,176,653 1,141,800
Capital
Equity Investment ReSer (252,720)
Inc.
Deficit (1,490,616) (1,579,560) (2,525,601)
Profit for Period 807,384
Total Stockholders' $2,008,781 $578,027 ($583,915)
Equity
Total Liabilities and $4,434,404 $3,622,981 $4,112,161
Equity

INTEGRATED MARKETING PROFESSIONALS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
For the Seven Months ended July 31, 1998 (unaudited)
and the Years Ended December 31, 1997 and 1996 (audited)

July 31, 1998 December 31, December 31,
1997 1996
Revenues Earned $9,801,927 $18,378,929 $18,942,574
Cost of Revenues Earned 6,758,926 13,501,269 15,746,734
Gross Profit 3,043,001 4,877,660 3,195,840
Operating Expenses 2,239,730 4,027,435 3,332,227
Earnings (loss) from $803,271 $850,225 ($136,387)
Operations
Other Income (Expenses)
Gain on sale of assets
Interest Income $4,355 $1,822
Interest Expense (4,113) (125,385) (15,228)
Officer's Bonus (131,802)
Compensation
Loss From Continuing 729,195 ($281,595)
Operations
Gain on modification of $316,846
terms of carrying value
of debt (Note 14)
Loss From Discontinued ($1,288,059)
Operations (Note 2)
Net Income (Loss) $807,384 $1,046,041 ($1,569,654)

Per Common Share
Basic
Income from continuing $0.131 ($0.075)
operations:
Income from $0.057
extraordinary gain
Loss from discontinued ($0.348)
operations
Net income per share $0.188 ($0.423)

Supplemental EPS BASIC DILUTED
Information for 1997
Number of shares 5,571,559 11,271,559
Income before $0.131 $0.064
extraordinary gain
Income (loss) from $0.057 0.028
extraordinary gain
Net Income Per Share $0.188 $0.092

INTEGRATED MARKETING PROFESSIONALS, INC.
CONSOLIDATED STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1997 and 1996 (audited)

Common Shares Stock $(000's) Series A & B Series A & B Additional Paid- Deficit
(000's) Preferred Shares Preferred In Capital
(000's) $(000's)
Balance 3000 300 $86,349 ($485,737)
12/31/95
Purchase 253,651 (359,175)
Casino
Airlink, Inc.
Purchase of 5,925 (140,079)
Dav-Jen
Purchase of 136,250 (70,956)
ReSer
Sales of 2,143 214 426,135
Common Stock
Issuance of 2,000 200 50,000
Preferred A
Issuance of 1,700 170 141,100
Preferred B
Purchase of 156 15 42,120
ReSer
Loss for 1996 (1,569,654)
Balance 5,299 $529 3,700 $370 $1,141,800 ($2,625,601)
12/31/96
Issuance 810 82 34,853
Net Income 1,046,041
1997
Balance 6,109 $611 3,700 $370 $1,176,653 ($1,579,560)
12/31/97

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

INTEGRATED MARKETING PROFESSIONALS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For Years Ended December 31, 1997 and 1996

December 31, December 31,
1997 1996
For Operating
Activities
Net Income (loss) $1,046,041 ($1,569,654)
Adjustment to reconcile
net income to net cash
used for operating
activities
Depreciation and 425,738 $292,237
Amortization
Change in Accounts 93,162 434,778
Receivable
Change in Prepaid 144,103 (84,444)
Expenses
Change in Unearned 203,741 351,749
Revenues
Change in Other Assets (316,314) (103,465)
Change in Accounts (165,848) 396,791
Payable and Accrued
Expenses
Cash Provided from $1,430,623 ($282,008)
Operations
Cash from Investing
Activities
Purchase of Furniture & (6,524) (7,291)
Fixtures
Cash Flows from
Financing Activities
Effect on Paid in (226,584)
Capital from
Acquisitions
Receipt for Sales of 115,910 890,435
Stock
Loans from Stockholders 22,456
Change in Stockholder (188,835)
Loans
Change in Amounts Due (41,584)
ReSer Corp.
Payment of 10% note (1,120,530) (396,552)
payable
Change in Capitalized (21,752) (26,691)
Leases
Net Cash Used from (1,256,791) 263,064
Financing Activities
Net Increase (Decrease) 167,308 (26,235)
Cash at Beginning of 101,522 127,757
Year
Cash at End of Year $268,830 $101,522
Supplemental
Disclosures
Cash paid during the $125,385 $10,602
period for interest and
taxes
In 1996, intangible
assets and furniture
and equipment were
acquired in exchange
for the following
10% Notes Payable $3,347,486
Preferred Stock, Series 250,00
B
Common Stock 57,720
Total $3,655,206

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

CASINO AIRLINK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Organization

The Company was formed, in the state of Michigan on January 14,
1994, under the name of Integrated marketing Professionals, Inc.
to serve as a full service travel agency, specializing in cruises
and tour packages.

In October, 1995 the Company reincorporated in the state of
Nevada and increased its authorized shares to 25,000,000, $.10
par value shares. Accordingly, the shares already issued were
split 100 to 1.

Also, in October, 1995 an officer of the Company formed a new
company, Casino Wings, Inc. In February, 1996 the company
purchases Wings for $100. The operations of Casino Wings was
discontinued during the period and the results of its operations
are included under discontinued operations.

In May, 1996 the Company purchased the outstanding capital stock
of Dav-Jen, Inc., doing business under the name of Casino
Airlink. casino Airlink is a wholesale tour and travel company
which operates tours between Florida cities and Biloxi
Mississippi. The transaction has been treated as a purchase
transaction in accordance with generally accepted accounting
principles.

On October 31, 1996, the Company name was changed to Casino
Airlink, Inc. In November, 1996, the Company authorized the
issuance of 5,000,000 shares of Series A Preferred stock and
1,700,000 shares of Series B Preferred stock. Each share of
Preferred A stock carries a $.10 par value, has voting rights and
is convertible into two shares of common stock. Each share of
Preferred B is convertible into one share of common stock. There
are no voting rights associated with the Series B Preferred.

In December 1996, the company purchased the outstanding capital
stock of Reser Corporation, a Georgia Corporation, engaged in the
Travel Service and Seminar Business. This Transaction has also
been treated as a purchase transaction in accordance with
generally accepted accounting principles.

Principles of Consolidation

The consolidated financial statements include the accounts of
Casino Airlink, Inc. (parent) and Reser Corporation, its wholly
owned subsidiary. All significant intercompany transactions have
been eliminated.

Fixed assets

Fixed assets are carried at cost. The company provides
depreciation over the estimated useful lives of fixed assets
using the straight line method. Upon retirement or sale of fixed
assets, their net book value is removed from the accounts and the
difference between such net book value and proceeds received is
income or loss. Expenditures for maintenance and repairs are
charge to income while renewals and betterment's are capitalized.

Estimated useful lives are as follows:

Furniture 7 years
Office equipment 5 years

Income taxes

The Company has adopted SFAS 109. The Company has not made a
provision for income tax purposes due to incurring losses since
inception. The net losses of approximately $1,580,000 can be
carried forward to offset future taxable income. The net
operating loss carry forward expires in 2009.

Revenue recognition

The Company receives reservations for tours for future dates.
The amount received is booked as unearned revenue and is not
recognized as income until the tour actually occurs. The
duration of the individual tours are either 2-day or 3-day
excursions. At the date that the tour commences, the unearned
revenues are taken into income and the estimated cost to complete
the tour are accrued. Since all tours are paid in advance, no
reserve for uncollectible accounts has been established.

Intangible assets

In connection with the purchase of Casino Airlink, the Company
paid cost in excess of the net tangible assets acquired. (See
Note 7) The cost paid in excess of the net tangible assets is
attributed to long-lived intangible assets having continuing
value.

These intangible assets will be amortized using the straight line
method over their estimated useful lives, as follows:

Non compete agreement 5 years

Customer list 7 years

Trademark 10 years

Goodwill 40 years

Net income per share

For 1997, the company has elected early adoption of SFAS 128,
Earnings per Share issued by the Financial Accounting Standards
Board. It replaces the presentation of primary and fully diluted
EPS with basic and diluted EPS. Basic EPS excludes all dilution.
It is based on the weighted average number of common shares
outstanding during the period. Diluted EPS reflects the
potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into
common stock.

For 1996, primary net income per share is computed by dividing
net income by the average number of common shares outstanding
throughout the year.

The Series A and Series B preferred shares were issued on
December 7, 1996 and December 12, 1996, respectively.

Goodwill and other long-lived assets

The Company assesses long-lived assets for impairment under FASB
Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of. Under those
rules, goodwill and other long-lived assets associated with
assets acquired in a purchase business combination is included in
impairment evaluations when events or circumstances exist that
indicate the carrying amount of those assets may not be
recoverable.

Note 2: DISCONTINUED OPERATIONS

The Company had previously operated in the travel reservation
business earning income from commissions from reservations
booked. On April 30, 1996, the Company decided to wind down
these operations and to seek a different venue in the Travel and
Leisure field. It was that decision that was responsible for
the company's decision to purchase Casino Airlink. Accordingly,
the reservation booking operations have been shown separately in
these financial statements. The discontinuance of the
reservation segment had no effect on the assets of the Company.

During early 1996, Casino Airlink tried to enter a new market
with their operation, called Midwest Casino Tours. After several
months and losses in excess of $940,000 the company abandoned
this market and returned to serving its original base of
customers. Operating results of the Midwest Casino Tours for the
ten months ended October 31, 1996 are shown separately in the
accompanying financial statements.

Net revenue and expenses of the aforementioned segments for the
ten months ended are as follows:

Reservation Midwest Casino
Operation Tours
Revenues $1,818,296
Cost and expenses $344,833 $2,761,522
Net Loss $344,833 $943,226

These amounts are included in the accompanying financial
statements under the caption discontinued operations.

NOTE 3: LEASES

Operating leases

The Company lease office space in Ft. Lauderdale, Florida on a
month to month basis. The Company also Leases office facilities
and certain equipment, in Clearwater, Florida, under non
cancelable operating leases which expire at various dates through
the year 2000, as follow:

1998 $105,000

1999 110,000

2000 57,500

$272,500

Rent expense for the year ended December 31, 1997 and 1996 were
$101,400 and $113,374 respectively for all operating leases.

Capitalized leases

The company acquired office equipment under provisions of a long-
term lease. Cost and accumulated amortization of such assets
totaled $84,453.

At December 31, 1997 future annual payments are as follows:

1998 $2,069

1999 1,978

4,047

Less current portion 2,069

Amount due long-term $1,978

NOTE 4: FAIR VALUES OF FINANCIAL INSTRUMENTS

The following summarizes disclosure regarding the fair value of
the Company's financial instruments at December 31, 1997, and
1996.

Carrying Amount Fair Value 1997 Carrying Amount Fair Value 1996
1997 1996
Cash and $268,830 $268,830 $101,522 $101,522
Cash
Equivalents

Accounts $7,669 $7,669 $100,841 $100,841
Receivable

Accounts $382,908 $382,908 $631,640 $631,640
Payable

Notes $1,440,316 $1,440,316 $2,859,834 $2,859,834
Payable

(a) Cash and cash equivalents, accounts receivable, accounts
payable

The carrying amount approximates fair value because of the
short term maturity of these instruments.

(b) Note payable

The carrying amount approximates fair value because the
amounts represents a per passenger bonding charge owed in
consideration of the purchase of the company, as well as, balance
of amount owed for the purchase of Dav-Jen.

NOTE 5: LONG TERM DEBT

Long term debt consist of the following:

1997 1996
10% note payable $355,912 $745,000
on purchase of
Dav-Jen
Note payable on 160,000 195,000
purchase of Reser
Corp.
Debt payable for 924,404 1,620,846
surety guarantee
arising from the
purchase of Dav-
Jen
Long-term debt 1,440,316 2,560,846
Less current 915,912 884,000
maturities
Long-term debt, $524,404 $1,676,846
less current
maturities
Scheduled long-
term debt
maturities as of
December 31, 1997
and 1996 are as
follows:
1997 884,000
1998 915,912 816,000
1999 400,000 360,000
2000 124,404 360,000
Thereafter 140,846
$1,440,316 $2,560,846

NOTE 6: RECAPITALIZATION

The Company became a Nevada Corporation in late 1995 and
restructured its capital stock to authorize 25,000,000 shares of
common stock, $.10 par value. The outstanding 5,000 shares of
$1.00 par value thereby became 500,000 shares of the new Common
stock. Accordingly, and additional 495,000 shares of common
stock were issued to the Company's shareholder and the par value
on the balance sheet was adjusted to reflect the shares issued.
This non monetary transaction necessitated an increase in par
value and a decrease in additional paid-in capital of $45,000.
In December, 1995 an additional 2,500,000 shares of Common stock
were sold.

NOTE 7: PURCHASE OF DAV-JEN

The purchase price of Dav-Jen was originally $3,500,000, subject
to adjustment, if necessary upon completion of an audit of the
Casino Airlink financial statements at May 31, 1996. In
addition, the company was to pay $4.00 for each passenger flying
via Casino Airlink for a period of five years, in consideration
for Mr.. Schoen's guarantee of a Surety Bond owned by the
Company, and the guarantee of the Company's credit card merchant
account. Based on the expected number of passengers, this cost
was $1,800,000 making the total purchase price $5,300,000. The
note for $3,500,000 was payable in seven successive equal
quarterly payments of $500,000 beginning June 3, 1996.
Additional payments were due on the first day of September and
December 1996 and March, June, September and December 1997. The
outstanding balance was to bear interest at the rate of 8% per
year commencing September 1, 1996. On June 3, the Company paid
$500,000 to the former principal stockholder of Casino Airlink as
the initial payment. Payments in consideration of the surety
bond are payable weekly based on the number of passengers for the
week.

The audit of casino Airlink for the five months ended May 31,
1996 required an adjustment (reduction) to the purchase price in
the amount of $684,198. Accordingly, the scheduled quarterly
payment for September 3, 1996 of $500,000 was canceled and the
amount due at December 3, 1996 was reduced to $315,802.

On December 6, 1996, the sales agreement was amended, retroactive
to May 31, 1996. The outstanding debt was reduced to $745,000
payable over a 24 month period commencing on January 15, 1997
bearing interest at 10% resulting in a total debt reduction of
$1,570,802. In addition the sellers received 1,700,000 shares of
Series B Convertible preferred stock with a share price of $.183
resulting in a value of $311,100.

The adjusted purchase price is calculated as follows:

Original $3,500,000
purchase price
Capitalized 1,800,00
bond charges 0
Adjustment for (684,198)
05/31/96 audit
Reduction due (1,570,802)
to debt
renegotiation
Value of 311,100
preferred stock
Total purchase $3,356,100
price

The allocation of the $3,356,100 purchase price is as follows:

Non compete 500,000
agreement
Office 200,000
furniture
and
equipoment
customer 700,000
list
Trademark 100,000
Goodwill 1,856,100

NOTE 8: PURCHASE OF RESER CORP.

On December 31, 1996, the company acquired all of the common
stock of Reser Corporation ("RC"). RC provides airline
reservation services. The purchase price was $252,720, of which
a note payable was issued for $195,000, as well as, 156,000
shares of common stock valued at .37 per share or $57,720. The
transaction was accounted for as a purchase, and the results of
operations from the respective date of acquisition are included
in the consolidated financial statements. The $210,318 excess of
cost over net assets acquired is allocated in the following
manner; $135,318 to equipment, and $75,000 to customer list,
which is amortized using the straight line method over 7 years
and 10 years year respectively.

In the event that the trading price of the Company's common stock
is less than $1.25 a share on December 31, 1997, the Company is
liable to pay the seller an amount of 156,000 shares multiplied
by the difference of $1.25 and the actual selling price on that
date. Therefore the company is contingently liable for this
difference. In the event of the above occurrence, any cost will
be charged to income in the year of realization.

NOTE 9: PREFERRED STOCK

The company has authorized and issued the following preferred
stock:

Series A, Convertible preferred stock - $.10 par value; 5,000,000
shares authorized, 2,000,000 issued and outstanding. The stock
is voting, bears no cumulative annual dividend rate, and can be
converted for 2 shares of common stock for each share of
preferred. There is no limitation on the time for conversion.

Series B, Convertible preferred stock - $.10 par value; 1,700,000
shares authorized, issued and outstanding. The stock is non-
voting, bears no cumulative annual dividend rate, and can be
converted for 1 share of common stock for each share of
preferred. There is no limitation on the time for conversion.

NOTE 10: OFFICER'S BONUS COMPENSATION

As of December 31, 1996, the principle shareholder of Dav-Jen had
taken advances of $131,802 for the year then ended. Pursuant to
the Casino Airlink Purchase and Sales agreement this amount was
forgiven. Accordingly, the company has written off this
receivable and has charges the officer with additional
compensation.

NOTE 11: LEGAL SETTLEMENT

Casino Airlink has agreed to pay $100,000 for cancellation of
hotel rooms. A down payment of $25,000 was made and there will
be payments of $7,500 beginning June 15, 1996 and will continue
through March 15, 1997. The payments due through December 31,
1996 have been made.

NOTE 12: EMPLOYMENT CONTRACTS

On June 17, 1996, the Company has entered into employment
contracts with certain key employees, as follows:

Mr. William Forhan; President, $149,000 per annum. As an
incentive bonus, Mr. Forhan is eligible to receive, 30 days after
the Board of Directors approves interim financial statements for
the last-ended fiscal quarter, a payment equal to 5 % of the
Company's pre-tax net income for the last-ended fiscal quarter
for each fiscal quarter after December 31, 1996. Mr. Forman's
right to receive this incentive bonus will be offset buy an equal
percentage of pre-tax losses, if any, realized from time to time.

Mr. James Muldowney; Vice President of Operations, $150,000 per
annum. Mr. Muldowney is also eligible to receive the same bonus
as Mr. Forhan, above. However, Mr. Muldowney's rate of bonus is
2.5%.

As part of the amended to the Purchase agreement, Mr. Steven
Schoen's contract, was amended and he will receive $125,000 a
year for a five year consulting agreement.

In addition to the above, all key employees receive automobile
allowances and may receive performance bonuses.

NOTE 13: 1996 STOCK OPTION PLAN

Effective December 27, 1996, the company has a qualified stock
option plan authorizing the granting to key employees of options
to purchase common stock at exercise prices equal to the fair
market value of the common stock on the date of the grant. On
January 18, 1997, William Forhan was granted an incentive stock
option to purchase up to 2,000,000 share of common stock at a
price of $.30 per share, the fair market value of the Company's
stock at the date of grant. In December 1997, James Muldowney
was granted an incentive stock option to purchase up to 400,000
share of common stock at a price of $.19 per share, the fair
market value of the Company's stock at the date of grant.
Options become exercisable one-fifth annually beginning one year
after the grant and expire ten years after the grant. As
permitted under generally accepted accounting principles, grants
under the plan are accounted for following the provisions of APB
Opinion No. 25 and its related interpretations. Accordingly, no
compensation cost has been recognized for grants made to date.
Had compensation cost been determined based on the (fair)
(minimum) value method prescribed in FASB Statement No. 123,
reported net income (and earnings per share) would have been
reduced to:

Year Ended Net Income Per Share
December 31,
1997
$1,008,541 $0.181

In determining the pro forma amounts above, the value of each
grant is estimated at the grant date using the (minimum) (fair)
value method prescribed in Statement No. 123, with the following
weighted-average assumptions for grants in 1997, respectively:
dividend rate of 0%: risk free interest rates of 7%: expected
lives of 10 years, and expected price volatility of 0%.

No options have been exercised to date and all options granted
are outstanding at December 31, 1997. The following summarizes
the number of grants and their respective exercise prices and
grant date fair values per option, for each year and the number
outstanding and exercisable at the end of the year.

Shares Granted Exercise Price (Fair)
Per Share (Minimum)Value
Per Share
1997 2,400,000 $0.282 $0.140

Options outstanding, exercisable options and average exercise
prices at the end of 1997 were:

Options Options Average Exercise
Outstanding Exercisable Price
1997 2,400,000 0 0

All options granted to date will expire in 2007.

NOTE 14: MODIFICATION OF TERMS - CARRYING VALUE OF DEBT
EXCEEDS FUTURE CASH PAYMENTS

On December 29, 1997, the company modified the terms of its 10%
Notes Payable to the seller. The amount of debt at December 31,
1997 was $1,676,846 and the seller has agreed to accept
$1,360,000 at the same 10% rate over the same period.
Accordingly, the amount of the note has been reduced by $316, 846
and an extraordinary gain of $316, 846 ($.05 a share) has been
included in net income in 1997.

NOTE 15: SETTLEMENT OF EQUITY CLAIMS

During the year ended December 31, 1997, certain claims against
the company were settled by the issuance of Common Stock. Under
the terms of these settlements, 670,483 shares were issued in
exchange of $160,901 in claims. The difference between the par
value of $67,048 and the $160,901 in claims or $93,852, was
charged against income during the year.

EXHIBITS

2. Agreement of Merger
3.1 Articles of Incorporation - AIC
3.2 By-Laws - AIC
3.3 Articles of Incorporation - IMP
3.4 By-Laws - IMP
4.1 Description of IMP Series A Convertible Preferred Stock
4.2 Description of IMP Series B Preferred Stock
4.3 Option Agreement - William Forhan
4.4 Option Agreement - James Muldowney
4.5 Warrant - Joseph Charles & Associates, Inc.
10.1 Employment Agreement - William Forhan
10.2 Employment Agreement - James Muldowney
13 1997 Annual Report to IMP Shareholders
16 Letter from Barry Friedman, CPA, re: change in
certifying accountant
99.1 Press Release - Business Travel
99.2 Press Release - Magnolia Tours
99.3 Press Release - IMP Merger
99.4 Press Release - Aviation Board
99.5 Press Release - Cruising In Style, Inc.
99.6 Letter from Barry Friedman, CPA

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

AVIATION INDUSTRIES CORP.

By:
William E. Forhan, President