Castle Group, Inc., The
Proposed Ticker:CAGU 745 Fort Street, Suite 1000
Exchange:NASDAQ-National Market Honolulu, HI 96813
Industry:Service (SIC Code 7011) (808) 524-0900
# of Employees:650

Filing Information
Type of Shares:Common Shares Filing Date:11/4/97
U.S. Shares Filed:1,600,000 Filing Price:$3.00
Non-U.S. Shares Filed:0 Offering Amount: $4,800,000
Primary Shares:1,600,000 Expenses:$220,000
Secondary Shares:0 Shares Out After:6,911,130

Primary Underwriting Group
ManagerTierPhone
Fortress Financial Group LimitedLead Manager

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Davis, Wright, Tremaine
Bank's Law Firm: Casmir & Krage
Auditor: Coopers & Lybrand
Registrar/Transfer Agent: American Registrar and Transfer Co.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
7/31/97 7/31/97
Revenue:$6.19Assets:$1.62
Net Income:$0.19Curr Assets:$1.40
EPS:$0.04Liabilities:$1.48
Prior EPS:-$0.11Curr Liabilities:$1.31
Cash Flow/Oper:-$0.33Equity:$0.14
Cash Flow/Fin:$0.36Cash:$0.22
Cash Flow/Inv:$0.02Working Cap:$0.09

Business Description
The company is engaged in the business of hotel and resort management, sales and marketing. The company operates its business under the trade names "Hawaiian Pacific Resorts" and "Castle Resorts and Hotels". At September 22, 1997 the Company had 28 management, sales or marketing contracts covering 3,055 rooms. The majority of the properties currently under management are located on all of the major islands within the State of Hawaii. The Company has one management contract for a 68 room condominium resort located in Saipan. The Company manages a wide variety of hotels and resorts from small budget inns to luxury condominium resorts. Average room rates for the properties average from $40 to over $450. With such a wide variety of products, the Company is able to appeal to all levels of traveler. In times of changing economic conditions, this diversity provides a wide base of potential travel clientele as well as property owner.

Competition
The management and marketing of hotels and resorts is very competitive. The Company competes with national, regional and local management companies, some of which have a larger network of locations, greater financial resources, and better name recognition than The Company. The Company primarily operates within the State of Hawaii and there are a number of competitors within the state with substantial operating histories and financial reserves. The Company's properties under management are also subject to competition within the lodging industry such as room rates, geographic location, name recognition, supply and demand, service levels, value added services and quality of accommodations. Each of the properties under contract are located in areas that includes competing facilities. Increases in the number of competitive lodging facilities in these areas could have an adverse effect on the occupancy and average room rates of the property. To the best of management's knowledge, there are no new planned development of competitive properties in any of the areas in which the Company is present.

Business Plan
The Company's principal business strategy is the expansion of its revenue base. This entails two primary goals: (I) increasing the profitability of the properties currently under management, and (ii) expansion through the acquisition of additional management contracts.

Use of Proceeds
The proceeds from the proposed offering will be used for repayment of debt, acquisition of management contracts and/or companies, and general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
Rick WallChief Executive Officer, Director and Chairman of the Board54
Michael S. NittaChief Financial Officer and Vice President Finance38
Kelvin M. BloomChief Operating Officer, Director and Senior Vice President38
Stanley MukaiInterim Director65
Noboru SekiguchiInterim Director70
Edward Calvo, Sr.Interim Director60
Motoko TakahashiSecretary and Director53
Steve TownsendSenior Vice President Operations43
Shari W. ChangSenior Vice President Sales & Marketing47
John TedcastleVice Chairman of the Board and Director64

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