Q Clubs, Inc.
Proposed Ticker: QCLB 395 Springside Drive
Exchange: NASDAQ-National Market Akron, Ohio 44333
Industry: Service (330) 665-1281

All share information is proposed
Type of Shares:Common Shares Filing Date:4/4/96
U.S. Shares Filed:2,000,000 Filing Range:$13.00 - $15.00
Non-U.S. Shares Filed:0 Offering Amount: $28,000,000
Primary Shares:2,000,000 Expenses:$700,000
Secondary Shares:0 Shs Out After:7,537,035

ManagerTierPhone
Morgan Keegan & Company, IncorporatedLead Manager (901) 524-4100
Rauscher Pierce Refsnes, Inc.Co-manager (214) 978-5491

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$53.62$24.33$14.22Assets:$123.01
Net Income:$0.13$1.38-$0.01Liabilities:$90.62
EPS:$0.02$0.23Equity:$32.39

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
Q Clubs Inc. operates large (approximately 44,000 to 47,000 square foot), high quality, full-service health clubs at attractive prices under the name "Q The Sports Club." The Company opened its first Q Club in November 1990 and currently operates 16 Q Clubs. It anticipates opening approximately four additional Q Clubs during the remainder of 1996 and approximately 13 additional clubs in 1997. In developing its Q Club concept, the Company has sought to capitalize on the increasing health and exercise commitment of older deconditioned Americans by designing and marketing its Q Clubs to appeal to a target segment composed of individuals in the 35 and older age group, who generally have higher disposable incomes. The Company's objective is to establish itself as the first nationwide operator of commercial health clubs employing a large, standardized facility and uniform operations under a highly recognizable brand name.

Use of Proceeds
The proceeds from the proposed offering will be used to repay debt, payment of a cash dividend toward Series B preferred stock, financing of new club openings and repayment of debt to the founder.

Last updated: 10/28/96

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