PART 1. - THE MANAGEMENT TEAM

The management of J&B currently consists of the company's two owners - John P. Smith and Barry J. Smith. Their position held, background information as well as their duties and responsibilities are presented below;

John P. Smith, President

Duties & Responsibilities - John P. Smith
Develop and maintain the Mission, Vision and Strategies of the Company. Govern product development, production, marketing, finance, and customer service. Approves all financial obligations and arrangements. Seek future opportunities and strategic alliances with other companies and organizations. Direct and develop financial plans to provide sufficient financing for existing and future operations. Continually search for methods, approaches and strategies that will maximize return on investment and overall corporate productivity. Plan, develop and implement policies and objectives in accordance with the Board of Directors and J&B's Charter.

Direct and manage advertising, public relations, and other promotional activities. Continually identify and improve upon new markets and corporate initiatives. Govern and manage market research and analysis as well as competition. Identify and set strategies for reaching new markets and targets.

Manage employees, training of staff members and conduct performance evaluations. Set sales goals, objectives and quotas for selected geographic territories. Analyze sales and research results to formulate more powerful sales policy. Develop and control current and future sales programs.

Manage and direct the research and development of new product concepts, ideas, selections, requirements, and financial objectives. Leads all new product development, such as product and packaging design, quality control, and distribution, etc.

Play an active role in testing the Company's initial product. As you will discover later on in this presentation, J&B is allowing for a two month test period. This will allow Management the opportunity to formulate several successful selling strategies.

This position calls for a sixty to seventy hour work week with an annual salary of $31,200 in year one, $33,800 in year two and $36,400 in year three.

Background John P. Smith
John Smith was born and raised in Bedford, Orange County, and currently resides in Bay City. He attended Bedford Regional High School and it was here where be became intrigued with business concepts and computer technology.

In 1988, Smith enrolled into the Business Program at the University of Orange County. In 1992 he graduated with a Bachelor's Degree in Business Administration; - majoring in accounting and minoring in computer science. Following graduation, he decided to develop a business plan around a concept which had been germinating during his university years. Upon completing the business plan, however, he discovered the venture would not prove economically feasible in a global market. This experience proved invaluable. It demonstrated the importance of developing a detailed business plan encompassing the essential elements of operational planning, market research, test marketing, and financial forecasting to name a few.

When conducting his market research for the product, Smith became acquainted with various non-profit organizations and government agencies which supported economic development initiatives. This eventually lead him into a position as Programs Manager for several Job Development and Job Re-Entry Programs.

While working in this capacity, he gained further exposure to both federal and provincial business assisting programs. In addition, he developed his training and organizational skills by instructing Trainees in areas such as computer applications, strategic planning, community economic development, and business planning. He also found himself developing forecasting sales models and accounting systems for independent companies.

In December 1994, Smith established "Elite Business Training & Consulting"; a firm dedicated to developing highly skilled and motivated entrepreneurs.

In March 1995, Human Resource Development (HRD) hired Smith's firm to provide forty-eight (48) weeks of classroom training and personal consultation in the areas of business plan creation, business theory & operations, strategic planning, human resource management, computer applications, marketing & promotions, financial forecasting and accounting.

During this period, Smith began to develop an automated training module on self-directed entrepreneurship. The training methodology focused on an interactive software package which interacts with a personal computer. The software package initially would be used in conjunction with a computer and a word processor to train individuals in entrepreneurship.

His primary intention was to use the software as a training devise in a class-room setting; however, further examination determined that potential entrepreneurs could use the information in their own homes, anytime of the day or night, to acquire the requisite skills needed to own and operate their own business. In essence, rather then limiting the classroom size to 20 students, Smith could sell to the North American market where the classroom size is much larger.; approximately 50 million households larger. In addition, by selling the business information in software form, time would not be required in a traditional class-room setting; thus, allowing for independent, self-directed learning.

After conducting further market research, Smith realized that many potential customers would not have assess to the software (WordPerfect version 7 or higher) needed to view the business training information. To combat this challenge, Smith decided to create the product as a stand alone software package. By doing so, all owners of a computer could receive the business training without requiring special software.

In September 29, 200V, Smith established J&B Incorporated to sell and distribute the business training software. J&B is currently seeking equity investors who will contribute to the success of J&B Incorporated.

In summary, Smith has spent the past 10 years studying and teaching business related topics. For the past 2 years, he has devoted his full attention towards developing a business training software package. With Management's education, experience and determination, the success of this endeavor certainly seems inevitable. For additional information on Smith's qualifications, please refer to appendix # 1.

Barry J. Beck, Financial Controller

Responsibilities of Barry J. Beck
Mr. Barry Beck, who is a chartered accountant, is responsible for the preparation of financial forecasts, including capital budget, cash flow projections as well as pro-forma financial statements. He will evaluate the requirements for external financing from the commencement of the organization throughout its growth phase. Mr. Beck will direct all aspects of the financial affairs of J&B. He will be responsible for the coordination of the external audit with the accounting firm that has yet been appointed. His Responsibilities also include tax planning and the preparation of corporate income tax returns.

This position is considered part-time and will carry a annual salary of $20,000 in year one, $21,000 in year two and $22,000 in year three.

Background of Barry J. Beck
Mr. Barry Beck has had a varied and rather diverse background. He was born and raised on a mixed farming operation in Bedford, Orange County. He currently lives in Dartmouth, Ohio with his wife of 23 years and their two children.

Beck attended the University of Orange County where here graduated with honors in 1975 with a Bachelors of Business Administration. He joined the firm of Raymond Accounting in Fredericton, Maine where he obtained his certified public accountant designation in 1977.

Having traveled and enjoyed the "West", Barry moved to California in 1978. He initially joined a accounting firm, however, he wished to specialize in taxation so he secured a position within the Grey County office of T&B Accounting tax department. He continued in public practice in Grey County and later in Dartmouth, Ohio until 1990.

In 1990, Barry along with other investors started a manufacturing company. They developed and subsequently sold their products to many countries. Beck was president of this organization (Focus Incorporated). He has recently disposed of his interest in this enterprise and has licenced the rights of these products to other manufacturing concerns.

From 1990 to present, Beck has found himself not only as accountant, but also salesman and marketer. As a result, he has conducted presentations and participated in many trade-shows throughout Canada and the United States.

Barry's past business experience and valuable contacts has recently launched him into the brokerage industry. He has linked sellers of businesses and infrastructure to buyers of the same. His portfolio includes such items as land, hotels, airplane hangers, office buildings, and capital, just to name a few.

Unable to fully release himself from the financial profession, Beck still caters to the financial needs of a number of high profile clients and organizations throughout Canada and the United States.

Mr. Barry Beck's role in J&B is of great importance. He brings years of experience in areas of finance, production, marketing, organizational structuring, strategic planning, taxation, capital raising and entrepreneurial experience. Beck brings a good balance to the Company. For additional information on Barry J, Beck, please refer to his resume-Appendix # 2.