Complete Wellness Centers, Inc.
Ticker:CMWL 725 Independence Avenue S.E.
Exchange:NASDAQ-Small Cap Market Washington, DC 20003
Industry:Service (SIC Code 8099) (202) 543-6800

Offering Information
Type of Shares:Common Shares Filing Date:12/19/96
U.S. Shares:1,000,000 Offer Date:2/19/97
Non-U.S. Shares:0 Filing Range:$6.00 - $8.00
Primary Shares:1,000,000 Offer Price:$6.00
Secondary Shares:0 Gross Spread:$0.60
Offering Amount: $7,000,000 Selling:$0.36
Expenses:$525,000 Reallowance:$0.10
Shares Out After:1,860,767

Primary Underwriting Group
ManagerTierPhone
National Securities Corp.Lead Manager (800) 800-9217

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Storch & Brenner
Bank's Law Firm: Orrick, Herrington & Sutcliffe
Auditor: Ernst & Young
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$0.02$0.87$0.01Assets:$1.80
Net Income:-$0.20-$0.52-$0.09Curr Assets:
EPS:-$0.26-$0.43Liabilities:$2.37
Prior EPS:-$0.70-$0.09Curr Liabilities:
Cash Flow/Oper:-$0.25Equity:-$0.57
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company develops multi-disciplinary medical centers and furnishes certain support services to such facilities. The Integrated Medical Centers combine, in one practice, at the same location, traditional health care providers, such as physicians and physical therapists, and alternative health care providers, such as chiropractors, acupuncturists and massage therapists. The company's objective is to become a nationally recognized developer and manager of Integrated Medical Centers. At December 6, 1996, the company had developed and was managing 8 Integrated Medical Centers in the states of Florida, Virginia and Illinois and had 36 binding agreements to develop and manage Integrated Medical Centers in 9 states. The company develops Integrated Medical Centers generally through affiliations with chiropractors and their existing chiropractic practices. Management endeavors to enter into an agreement with a chiropractor who has an established chiropractic practice in a convenient location and who is an individual who has demonstrated the entrepreneurial skills to build a practice.

Competition
The managed health care industry, including the provider practice management industry, is highly competitive. The company competes with other companies for physicians and other practitioners of health care services as well as for patients. The company competes not only with national and regional provider practice management companies, but also with local providers, many of which are trying to combine their own services with those of other providers into integrated delivery networks. Certain of the companies are significantly larger, provide a wider variety of services, have greater financial and other resources, have greater experience furnishing provider practice management services, and have longer established relationships with buyers of these services, than the company, and provide at least some of the services provided by the company.

Business Plan
The objective of the company's operating strategy is to facilitate the provision of a high level of traditional and alternative medical care to patients in a convenient, cost-effective manner. Key elements of the company's operating strategy are: 1) one location; 2) facilitate the efficient provision of high quality care; 3) establish networks of integrated medical centers to obtain managed care contracts; 4) provide advice and assistance; 5) achieve operating efficiencies and economies of scale.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of indebtedness incurred in connection with the Bridge financing; fund development of additional Integrated Medical Centers; repayment of certain other debt, accrued expenses and accrued payroll; working capital and general corporate purposes.

Warrant Information
# of Units:1,000,000
Unit Ticker: - Unit Price:
Warrant Ticker:CMWLW Warrant Price:$0.10
Warrant Exercise Date: Warrant Exercise Price:
Warrant Expiration Date:
Warrant Detachable: Yes Warrant Detach Date:
Warrant Callable: No
Unit Composition: 1 Common Share + 1 Warrant
Warrant Entitlement: 1 Common Share


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