Whitehall Ltd Inc – ‘8-K’ for 9/12/96

As of:  Tuesday, 10/29/96   ·   For:  9/12/96   ·   Accession #:  1000096-96-395   ·   File #:  33-24387

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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                        15     70K 
 2: EX-2.A      Articles of Merger                                     2±     8K 
 3: EX-2.B      Articles of Amendment                                  2±     7K 

8-K   —   Current Report
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

AMENDED CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Amended Report Dated September 12, 1996

 FINANCIAL FREEDOM ENTERPRISES, INC.
------------------------------------------
(Exact name of registrant as specified in its charter)

Colorado                       33-24387-               84-1092599 
----------------------            ----------------         -------------------- 
(State of Incorporation)       (Commission File Number     (I.R.S. employer   
                                                          identification number)

 180 N. Woodruff, Idaho Falls, Idaho 83401
----------------------------------------------------
(Address of Principal Executive Offices)

 Registrant's telephone number, including area code (208) 529-2111
                                                    --------------

 IMPACT INCOME INVESTMENTS, INC.
 -------------------------------------
 (Former Name)

[Index to Exhibits is to be found in sequential numbering system on page No. 15]

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.  Changes in Control of Registrant                                       

     A. At a duly called meeting of shareholders  of the Registrant,  then named
IMAGE Income  Investments,  Inc., a quorum being present,  on June 24, 1996, the
following Resolutions were unanimously adopted:                                 

          1.  The  Acquisition  of 100% of the  Common  and  Preferred  Stock of
FINANCIAL FREEDOM  ENTERPRISES,  INC. ("FFE"),  with executive offices at 180 N.
Woodruff,  Idaho Falls, Idaho 83401, (208) 529-2111,  a Nevada corporation,  was
ratified, resulting in the Registrant continuing the FFE business started by Ms.
Carol Walker in 1988, which has over 15,000 members  subscribing to its seminars
providing  written  and  video  programs  titled  Putting  People on the Road to
Financial Freedom - Wake Up American and Return to Prosperity.                  

          2. Changing the  corporate  name to  "FINANCIAL  FREEDOM  ENTERPRISES,
INC."                                                                           

          3.  The  par  value  of the  100,000  authorized  Preferred  Stock  to
5,000,000  Preferred  authorized was increased and par value  increased to $1.00
per share                                                                       

          4.  The  Resignation  of the  Board of  Directors  was  accepted,  and
replaced by:                                                                    

Ronald Zeller             
Carol Shelton Walker      
Robert A.  Needham        
Douglas T. Snarr          
Robert Ground, Ph.D.      
John Rivera (Alternate)   

          The  resumes  of these  Directors  as  required  for SEC  filings  are
included hereinafter under Item 5 - Other Events.                               

     B. Application is being made to resume trading on the NASDAQ Bulletin Board
System,  and the new trading may be  anticipated  to  re-commence on or about by
August 15, 1996.                                                                

     C.  Under  the  terms of the May 13,  1996  Acquisition  Agreement  between
IMPACT,   Fusiones  y  Adquisiciones  FYA  de  San  Jose,  S.A.,  a  Costa  Rica
corporation, and FFE (now the Registrant),  IMPACT agreed to acquire 100% of the
Common  Stock and  Preferred  Stock of  Financial  Freedom in return for issuing
8,500,000  shares of  IMPACT's  Common  Stock and  4,500,000  shares of IMPACT's
Convertible Voting Preferred Stock, convertible into four shares of Common Stock
for each share of Preferred  Stock. The Preferred Shares are callable at 120% of
$1.00 par value the first year, decreasing by 5% annually.  The Preferred Shares
may be converted at any time. (See Item 2 herein.)                              

D. Share Ownership                                                    

          1.  The  Registrant's  stock  ownership   immediately   following  the
acquisition is as follows:                                                      

                                                        [Enlarge/Download Table]

                                     No. of        No. of        % After        No. Common   
                                     Common       Preferred    Conversion    After Conversion
                                     ------       ---------    ----------    ----------------

                                                                                             
IMPACT Shareholders                 7,100,000          -0-        21.0%          7,100,000   
Financial Freedom Shareholders           -0-     4,500,000(1)     53.7%         18,000,000   
Fusiones, S.A.                      8,500,000                     25.3%          8,500,000   
                                                                  -----        -----------   
        Total                                                      100%         33,600,000   

--------                                                                                     
(1)   Convertible into 18,000,000 shares of Registrant's Common Stock (four shares of Common 
      Stock for each Preferred Share).                                                       

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     2. The shares of Convertible Preferred Stock owned by Registrant's Officers
and Directors is as follows:                                                    

Preferred           
Name                       Shares*                    %                 
----                      ----------                 ----               

John Rivera               2,256,770                  50.2%              
Carol A. Walker           2,243,230                  49.8%              
            ---------                  -----
Total            4,500,000                  100%      

---------                                                                       
* Convertible into 9,027,080 and 8,972,920 shares of Common Stock, respectively.

     3. The  following  Table  represents  the ownership of any person or entity
known  by  Management  to be the  beneficial  owner  of five  percent  (5%),  or
1,680,000  shares,  or more of the  Registrant's  Common Voting Stock  (assuming
conversion  of 4,500,000  shares of  Preferred  owned by Company  Officers  into
18,000,000 shares).                                                             

                             No. of                        %
Name              Address           Shares                    Ownership     
----              -------           ------                    ---------     

FYA                 (1)           8,500,000                     25.3%     
John  Rivera        (2)           9,027,080                     26.8%     
Carol  Walker       (2)           8,972,920                     26.0%     
                            ----------                     -----
Total                       26,500,000                     78.8%

----------                                                                      

(1)  Fusiones  Adquisiciones FYA de San Jose S.A.  registered  November 24, 1995
     under  Volume 912,  Page 224,  Entry 303 of the  Mercantile  Section of the
     Public Registry,  of San Jose, Costa Rica. Corporate  identification number
     is  3-101-176771.  Its address is 677 - 33rd Street,  San Jose 1000,  Costa
Rica.                                                                 

(2)  Company headquarters at 180 N. Woodruff, Idaho Falls, Idaho 83401.         

(3)  The remaining 7,100,000 shares (11.2%) are owned by IMPACT's  shareholders,
none of whom own over 5% of the aggregate.                            

Item 2.  Acquisition or Disposition of Assets                                   

     A. On May 3,  1996,  Carol A.  Walker,  the  founder  in 1988 of  Financial
Freedom Enterprises,  an Idaho corporation ("FFE/Idaho") in a document captioned
"INTELLECTUAL   PROPERTY  PURCHASE   AGREEMENT,   transferred  and  conveyed  to
FFE/Idaho,  100% of Ms. Walker's financial management materials developed by Ms.
Walker for use in the Registrant's eight year seminar history;  all intellectual
property  rights,  including  but not  limited  to  trademarks,  service  marks,
software  and   copyrights;   and  existing   service/seminar   agreements  with
third-parties  (including  with  Financial  Potential  Corporation  of  Alamosa,
Colorado,  who in turn has a  subcontractual  marketing  agreement with National
Marketing  Alliance  ("NMA"),  of the  Denver  Technical  Center  in  Englewood,
Colorado,  a nationwide insurance marketing company with over 25,000 agents). In
consideration for the transfer by Ms. Walker, FFE/Idaho agreed to pay Ms. Walker
the sum of $4,500,000,  payable as monthly royalties on a designated dollar cost
for (1) Educational  Workbooks;  (2) Educational Videos; (3) Blueprint Software;
and (4) per Client Generated by Ms. Walker.  Notwithstanding the royalty payment
schedule,  the aggregate  remaining balance is due and payable in full by May 3,
2006.                                                                           

     B. On May 10, 1996, Fusiones y Adquisiciones FYA de San Jose, S.A., a Costa
Rica corporation ("FYA") through its wholly-owned  subsidiary  Financial Freedom
Enterprise, Inc., a Nevada corporation ("FFE/Nevada") acquired all of the assets
of FFE/Idaho including all accounts receivable; and client lists from inception,
in return for FFE/Nevada  issuing to shareholders of FFE/Idaho  4,500,000 shares
of FFE/Nevada's Series C Convertible Preferred Stock, $1.00 per share par value,
convertible  into 18,000,000  shares of Common Stock being four shares of Common
Stock for each  share of  Preferred  Stock.  This  Series C  Preferred  Stock is
callable in full or in part,  at a premium over the first four years  commencing
at 120% of par value, reducing 5% annually thereafter, maturing May 13, 2001.   

Item 3.  Bankruptcy or Receivership                                             

N.A.                                                          

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Item 4.  Changes in Registrant's Certifying Accountant                          

   The new auditor is the Registrant's firm of certified public accountants.

Item 5.  Other Events                                                           

     The  following  is the History and Business of the  Registrant's  Financial
Freedom Enterprises,  Inc., which will be carried forward as contemplated by the
Acquisition Agreement.                                                          

     Financial  Freedom  Enterprises,  Inc.  "Putting  People  on  the  Road  to
Financial  Freedom";  "Financial  Freedom  -  Wake  Up  America  and  Return  to
Prosperity  ... Your Divine  Right" has operated the Financial  Fitness  Centers
since  1988  and  has had  over  13,000  Associates  enrolled  in its  Financial
Educational  Seminars using the Financial  Freedom written and video programs to
open up a new world and  insight to  preserving  wealth,  creating  wealth,  and
learning the easy (but usually overlooked by the less financially  sophisticated
American),  efficient and effective "Money Management" and "Greater Personal and
Financial  Freedom." The  impressive  growth has resulted  only from  individual
referrals since inception.                                                      

     The Denver Rocky Mountain News for November 6, 1995, in a full page article
titled "Consumer Debt Out of Control?" stated in part:                          

"U.S.  consumers  had a $988.6  billion  debt  burden  as of
August,  according  to  the  latest  Federal  Reserve  Board
figures.  That's up $119  billion,  or nearly 14%,  from the
same time last year.  Meanwhile,  signs are everywhere  that
people  are having  problems  paying  off those  bills:  The
American  Bankers  Association said last month that 3.26% of
all consumer loans,  including credit cards, home equity and
auto  loans,  were at least 30 days  past due as of June 30,
the  most  recent  data   available.   In  June  1994,   the
delinquency rate was 2.56%."                                

The  Financial  Fitness   "Associates"   learn  the  techniques  for  empowering
themselves, with the skills and tools needed for managing their finances wisely.
These stated goals are summarized by:                                           

         o   Achieving  Financial Health - by living on less than what you earn;
o   Financial Fitness - by keeping more of what you earn;     
         o   Financial  Freedom - by  freeing up what you have and will yet earn
     by getting out of debt, and, more importantly, staying out;
   o   Financial Retirement - through "Provident Living" and a "Home
Financial Management System"                          

     The Financial Fitness Centers provide  attractive,  practical,  and easy to
use  financial  educational  tools  in  text  format  and  over  twelve  videos,
including:                                                                      

o   Financial Preparedness System                             

       o   The Blue Print System for detailed budgeting and Money Management

         o   The "Say Hello To Success" for effective,  efficient  telemarketing
             and Network  Marketing,  for  establishing  productive,  financial,
rewarding work habits and Prospecting Methodologies   

o   The Debt Retirement Program                               

o   The Payment-Acceleration Program                          

o   The Mortgage Cost-Reduction System                        

     The Financial  Fitness  presentation  focuses on techniques  businesses can
implement in their human resources  programs to assist the individual  employee,
with the resulting  improvement of an acceleration of the overall productive and
resulting increase in the Company's financial revenues.                         

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A Profile of Financial Fitness Centers                                          

     Financial Freedom  Enterprises,  Inc. has developed the complete "Financial
Preparedness  System"  - The  blueprint  Financial  Preparedness  System to help
individuals and families  discover the freedom and peace of mind that comes from
having achieved financial security.  Financial Freedom Enterprises,  Inc. is now
building a  nationwide,  seamless  network of Financial  Fitness  Centers as the
vehicle for providing  this most needed service to the public.  Their  services,
products,  and Center  support  play an integral  role in helping The  Blueprint
Financial  Preparedness System "Deliver its promised reward - making the kind of
financial security we speak of within the reach of all Americans."              

     The  systems and  services  focus on  empowering  the  individual  with the
necessary tools to become financially prepared, so that they can achieve greater
personal freedom for themselves and their families.  The professionally  trained
representatives,  and counselors  assist  individuals  in changing  unproductive
monetary habits,  and provides the kind of education and training on how best to
utilize  these most  powerful  financial  preparedness  strategies,  in order to
create a positive lifestyle change in their personal and family finances.       

The Blueprint System Advantage                                                  

     By enrolling onto the Blueprint  Financial  Preparedness  System,  with the
help of one of the Financial Fitness Centers'  representatives,  the clients are
automatically provided the option of four powerful programs;  four comprehensive
programs  within  the  Blueprint   System  itself.   Every  client's   financial
preparedness  needs,  including those  educational needs that help to facilitate
the  development of these sound  financial  preparedness  skills,  can be met by
taking  advantage of that  strategy,  service,  or course that best fits his/her
specific needs. For example:                                                    

o   Debt-Retirement Program                                   

             This program is designed for  individuals  who are  inundated  with
             bills  and  creditors,  and do not  have  sufficient  cash  flow to
             service monthly financial obligations.  This program, for honorably
             discharging  all debts,  is a positive  alternative  to bankruptcy.
Financial Fitness Centers assist each individual in:  

o  Establishing a workable household family budget;   
            o  Education  through weekly  workshops on how to more effectively
control spending;                               
o  Negotiating reduced payments with creditors;       
            o  Disbursing  monthly payments to creditors through our licensed,
bonded client trust account.                    

o   Payment-Acceleration Program                              

             This program is tailored to those busy  individuals  who would like
             to utilize the Financial Fitness payment disbursement  services, in
             order to free up their time for more  productive  endeavors.  It is
             also  designed  for  those   individuals  who  find  themselves  in
             financial inertia,  not getting ahead, living paycheck to paycheck.
             The  Financial  Fitness  professionally  trained  staff  assists in
providing:                                            

         o  An  established  customized  budget  tailored to  individual
                  specific  needs,  showing  by  percentage  where your money is
being allocated;                            
         o  A personalized program to eliminate all debt, including home
              mortgages and car loans, in approximately  1/3 the normal time
period;                                         
o  Help in tracking individual spending;              
        o  Monthly accountability sessions with professionally trained
counselors;                                     
          o  Weekly  disbursements  of  payment  obligations  through  our
licensed,  bonded client trust  account;        
     o  Monthly  spreadsheets accounting  by dollar  amount  and
percentages;                                    
            o Personalized quarterly counseling to maximize suggested  methods
in attaining personal financial goals.            

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o   I.R.S. Services                                           

             The  Financial  Fitness IRS  Services are  multifaceted  to enhance
             other  Financial  Freedom  Enterprises,  Inc.  services or to stand
             alone  as an  effective  service  to  taxpayers  who are in need of
assistance in dealing with the IRS.                   

        o The IRS Services are available to the debt retirement client
            upon  enrollment  with The  Blueprint  Financial  Preparedness
            System,  with  one of two  objectives  with  the  IRS  for the
client:                                           
         a)  Hardship - The client is unable to make payments.
                b)  Payment arrangements within the client's ability to pay.

        o The Offer in Compromise  program helps clients  settle their
            account,  assisting  non-filers,   delinquent  taxpayers,  and
            clients with huge tax burdens that they are unable to pay. The
            OIC program,  in simple terms, is an offer to the IRS which is
            lower  than what the debt is.  For  example,  the IRS  accepts
            $1,000  as  payment  on a $19,000  debt  (actual  case).  This
program has proven to be extremely successful.    

        o The IRS Abatement of Penalties is a program which is largely
            unknown.  Word of mouth helps to inform many potential clients
            who are not already aware of this helpful program,  due to the
            fact that  anyone  who has paid off an IRS debt (with the last
            payment  made  being less than three  years  previous)  has an
excellent chance to have their penalties abated.  

o   Educational Training & Workshops Support                  

             Financial Fitness Centers educational training and workshop program
             consists of twelve video tape courses, with accompanying workbooks,
             and are  designed  to give  management  training  and  support  for
             developing  sound money  management  skills.  These  video  courses
             and/or monthly workshops assist the client in establishing  his/her
             actual  financial  goals,  helping to set them on the course  which
             they need to follow if they are to ever  achieve  greater  personal
             freedom for themselves.  As part of this support there are also the
             ongoing  counseling  sessions which the Center counselors  provide.
             While the client is establishing  his/her financial course,  he/she
             will often need encouragement and direction,  which is actually the
heart of Financial Fitness Centers service.           

o   Financial Fitness Centers Can Help Everyone               

         o Debt-Management  strategies  and  mortgage  equivalency  rate
reduction;                                        
           o Increase the client's  disposable  income by 10% to 20% without
a pay increase;                                   
           o Learn  specific  strategies to pay off all debt, including cars
             and home, in approximately one-third the time period, and at an
equivalency rate of 4% to 5%;                     
           o Put an end to  paycheck-to-paycheck  living,  and high interest
payments  because of debt;                      
  o Solve all  immediate  and  pressing financial  crises;
           o Relieve  stress and worry  associated  with financial problems;
o Gain control of personal financial future.          

o  "Don't Become Another Statistic"                         

         o  In this  decade,  America's  $10  Trillion  Debt - from  the
              consumer,  corporate  and  government  sectors -  doubled  the
              nation's $5 trillion  GNP.  Household  debt as a percentage of
              income  after taxes  skyrocketed  from just over 80 percent in
the 1980s to almost 10 percent in the 1990s.    

         o  A recent  USA Today  article  noted  that the  rearing  of a
              single child in America will cost approximately  $250,000. The
              Centers educate the client on financial  strategies to provide
              the funds to give  clients'  children the  advantages  they'll
need to survive in the 21st century.            

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         o  A college  education  ranks second among major  purchases an
              average  person will make in his or her lifetime - second only
              to  purchasing  a home.  The  Financial  Fitness  services  is
developed to show how a client can afford both. 

Financial Wellness Subsidiary                                                   

     Ms. Walker has been working toward the formation of the Financial  Wellness
Corporation to offer the Financial Fitness educational  materials to Health Care
Providers,  inasmuch as recent analysis of the  dramatically  increasing  health
care  costs in  America  shows  that the most  serious  cause of illness in this
country is brought on by stress;  and,  one of the major causes of stress is the
result of financial  pressures.  Never before have individuals and families been
under such financial  stress.  Consumer's  debt in the United States now exceeds
the national debt, and the accompanying problems reach into every household.    

     Ms.  Walker has developed the  Financial  Fitness  proprietary  product and
services to address these stress related  illnesses;  and proposes to direct its
marketing efforts to Health Maintenance  Organizations,  and other organizations
in the Managed Health Care Industry and Insurance Companies.                    

     The  Financial  Wellness  program  will be  presented  through  Interactive
Multi-Media,  CD-ROM electronic technology.  Ms. Walker and her staff have spent
many  years  developing  and  working  with  automation  techniques  offered  by
companies such as IBM,  Microsoft,  Lotus,  Novell, and Apple to develop systems
that take  advantage of  interactive  multimedia.  Automation  products  such as
CD-ROMs, personal computers,  networking,  video conferencing,  multimedia,  and
other advanced automation  capabilities will play a major role in delivering and
supporting these products and services.                                         

     The End User Corporate  Market Overview - HMOs and insurance  companies are
promoting  wellness  programs  to  potential  and  existing  clients  because of
competitive pressures.  The products promoted by Financial Wellness are meant to
complement  the  internal   wellness   solution   because  many  companies  have
implemented  some  form of a  wellness  program  internally.  The  advantage  of
Financial Wellness is the unique  contribution it can bring to wellness programs
by  providing   financial  education  and  money  management  skills  heretofore
unavailable as a stress  reducing  program.  The products  promoted by Financial
Wellness are designed to enhance the existing  company  wellness program and are
offered  directly  to the client  company  either by  Financial  Wellness or its
partners.  Financial  Wellness will also provide customized systems that will be
offered  by the  health  care  providers  under  a  licensing  arrangement  with
Financial Wellness. These products and services will be used to enhance existing
wellness programs.                                                              

     Also,  with the present  trends  associated  with health care reform,  many
health  care  providers  are  attempting  to  provide  additional   services  to
differentiate  them from the public perception of huge,  uncaring,  bureaucratic
organizations. In the past few years, it has become fashionable to show how many
health  care  providers  are not  concerned  with  the  individual  and are more
concerned  with the dollar.  Additional  services and products  offered to their
clientele can change this perception.  Further, new and exciting programs can be
promoted by the health care  provider to  differentiate  them from their various
competitors.  Providing financial education and training is a giant leap forward
from previous wellness  programs which places Financial  Wellness on the cutting
edge as a provider of financial education through multimedia.                   

Marketing Plans                                                                 

     Management  has executed a Marketing  and  Advertising  Agreement  with two
prominent national  advertising firms, FMS Direct, a Direct Response  Television
marketing production;  and a retail representation firm, Mack Media Specialties,
collectively  FMS Direct,  a recognized  leader in the Infomercial  industry and
"Specialists  in TV Direct  Marketing,"  to create  and  produce a High  Impact,
Result  Oriented  30 minute TV  Infomercial  and  Direct  Response  Print and TV
Commercials,  to be shown in various television media outlets through Mack Media
Specialties, providing on-going marketing support in all phases of the execution
of the program.  The Infomercial will present the Financial  Fitness products in
an interesting, persuasive, entertaining format which calls for immediate viewer

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response directly to an 800 number telemarketing operator, who will record order
information, along with other detailed consumer demographics data for subsequent
marketing.                                                                      

     Other targeted  markets include home shopping  channels,  wholesale  clubs,
universities, and various retail outlets, including foreign distribution (with a
targeted  market  of  75  million   Americans   believed  to  desperately   need
"Stress-Free Debt Reduction"). Management's pro-forma estimate is for generating
potential sales of $11 Million annually in the first year of full operations.   

Summary of the Financial Fitness Stress-Free Debt Reduction Marketing           

         o  Infomercials,  through  Interactive  Media  (cable,  network  TV and
            satellite),   including  DRTV,  Home  Shopping  Channels,   Computer
      Services (CompuServe, Genie, Prodigy, etc.) interactive cable.
         o  Direct Mail and Print  directed to "Affinity  Groups";  e.g.,  large
            corporations,   universities,   fraternities  and  sororities,   and
            multi-level marketing and mail order catalogues companies, providing
  special discount earnings through volume purchasing power.

The Test Marketing                                                              

     In February  1995, Ms.  Walker's  $75,000 "Test  Marketing"  production was
aired on a major  television  channel  in New York  City and  Atlanta,  Georgia.
Rodney  Buscher,  President  of Los  Angeles-based  FMS Direct (the  "father" of
Infomercials and author of the definitive treatise on Infomercials) had produced
two 60-second  and two  120-second  "spots." The response was an amazing  10,000
callers requesting the Financial Fitness materials.  Mr. Buscher told Ms. Walker
that the  response  was far larger than any of his  previous  229  Infomercials,
concluding that his previous Infomercials had been geared to a "Specific Product
or Service,"  and  concluded  that the  Financial  Fitness  market was so broad,
encompassing  all  demographic  areas;  and,  therefore was without  limitation,
leading Mr. Buscher to believe that Ms.  Walker's  projections of $11 Million in
first year sales based on her  historical  experience  was from $1 Million to $2
Million short of what his  experience  indicated to be  reasonably  anticipated.
However,  because this is such a new marketing  strategy for Financial  Fitness,
there can be no assurance of what response might actually result when the airing
was in other demographic markets.                                               

Franchise Marketing In 1997                                                     

     By January 1997,  Financial  Fitness will launch its  nationwide  Franchise
Marketing with the filing of the Franchisor  Offering  Circular with the Federal
Trade  Commission and the Attorney  General's Office in each of the states where
the Company is doing business,  and those states anticipated to be Nationwide in
a  reasonably  short  time  after  the  Infomercials  have  been  aired in other
demographic/geographic areas.                                                   

     Based on Ms. Walker's  discussions  with the producer of the  Infomercials,
Rodney  Buscher,  it is  anticipated  that  Franchise  Fees of $6,000,000 can be
generated in the first twelve months.  Although  there can be no assurance,  the
meetings with Franchise  Stores  International  confirmed that 400 Franchises at
$15,000 each could be reasonably anticipated.                                   

     Caveat:  All financial  projections are inherently  unreliable  inasmuch as
they are predicted on  projections  of future  financial,  social,  economic and
political events;  some, if not many, will not occur as predicted,  and some may
not occur at all.                                                               

THIRD PARTY MARKETING AGREEMENTS

History of Growth by Personal Referrals                                         

     After an  eight-year  history of growth,  serving  over 15,000  individuals
participating  in the Company's  financial  seminars and utilizing the Company's
printed and video learning materials,  all by word-of-mouth  personal referrals,
in 1996 the Company adopted an aggressive national marketing plan,  resulting in
the following:                                                                  

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Financial Potential Corporation                                                 

     The  Company  has  a  joint  venture  agreement  with  Financial  Potential
Corporation  ("FPC") of Alamosa,  Colorado  (a company  offering  the  following
synergistic  financial  educational  materials) whereby the Company supplies FPC
its products and services. Since 1990, FPC has been primarily in the business of
manufacturing  and  marketing  of a  product  called  the Debt  SolutionSM.  The
company,  upon signing a national  marketing  contract with  National  Marketing
Alliance ("NMA") (January, 1996) has entered into an expansion program. Products
and services to be added to the company's portfolio throughout 1996 are:        

o   Financial Education                                       
o   Life, Annuity, Disability                                 
o   Employee Leasing and related products and services        
o   Mortgage Financing                                        
o   Consumer Financing                                        
o   International Advanced Markets                            
o   Specialized Financial Services                            

National Marketing Alliance                                                     

     In February 1996, the Company commenced  offering its products and services
to the National Marketing Alliance ("NMA") of the Denver Technological Center in
Englewood, Colorado, through Financial Potential Corporation marketing agreement
with NMA with 25,000 licensed life insurance agents, writing over $25 million in
annualized  premiums  (representing $4 billion face amount  insurance) in all 50
states and U.S.  off-shore  countries.  The NMA  agents  utilize  the  Company's
products,  particularly the Debt Retirement and Payment  Acceleration  financial
educational materials as a method to enhance the life insurance sales by showing
clients how to organize their  financial  affairs to save funds in excess of the
annual life insurance premium. NMA guarantees the Company a minimum of 1,000 new
clients  monthly to maintain NMA's  contractual  commitment to the Company.  See
Pro- Forma Financial  Projections in the section preceding the Company's audited
financial  statements for an analysis of the anticipated  Company revenues under
this NMA agreement.                                                             

OMEGA Tax Consultants                                                           

     OMEGA  is a tax  consulting  firm in  Columbus,  Ohio  with  1,000  clients
throughout  the  State of Ohio and  anticipates  being  able to  expand to 5,000
clients with the  introduction of the Company's Pay Excel Program  (although the
Company  makes no  representations  as to the number of OMEGA  clients  who will
utilize the Company's programs).                                                

Garden State Consumer Credit Counseling                                         

     Garden States operates in New York and New Jersey assisting "Crises" debtor
clients, serving over 7,500 clients, represents to the Company that they receive
over 25,000 telephone  inquiries annually for assistance of the kind provided by
the Company through its Debt Retirement and Payment Acceleration program,  where
the Company  receives $120.00 per client set-up fee and $100.00 monthly (that is
shared 50% - 50% with the vendor).                                              

Manuel Ramos Hispanic Assistance Program                                        

     Mr.  Ramos,  a widely  acclaimed  host to  Hispanic  Radio  and  Television
stations  in  southern  California  and  Arizona,   with  outreach  to  Hispanic
populations  throughout the U.S. (a $20 million Hispanic potential  market),  is
finalizing,  by September 30, 1996, a Spanish  language version of the Company's
Debt Free  Retirement and Debt Management  programs.  Carol Walker and Mr. Ramos
inaugurated  the program in late August 1996, with a target of 1,000 clients per
month by the late fall 1996.                                                    

Texas Christian Church Organizations                                            

     Company  Management  has  introduced  its  Debt  programs  to a  number  of
Christian Church Groups,  commencing in the Spring of 1996 in Dallas, Texas. The
Company is  completing  the text and video of  financial  independence  based on
Biblical scriptures. When these supplemental Biblical materials are developed in
text and                                                                        

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video  format  in the  Fall  of  1996,  the  Company's  modest  anticipation  is
approximately  400 new clients monthly as the number of  participating  churches
expands from the current nine in the Dallas, Texas area.                        

     In  addition,   with  the  marketing   expertise  of  Financial   Potential
Corporation,  and the Company's other new joint venture partners,  an aggressive
solicitation program is commencing to secure the recommendation of the Company's
programs by local, area and national real estate, insurance and mortgage brokers
and agents.                                                                     

Resumes of Directors                                                            

     Ronald  Zeller,  Chairman  (63) is a  Senior  Consultant  with  Mark  Kamin
Associates,  a firm conducting  nationwide seminars in Motivation,  Training and
Developing,  and has spent his entire life as an innovative educator. Mr. Zeller
is President of Zeller & Zeller Consulting (1996-present),  was a consultant for
Kamin and  Associates  (1995);  and Founder and CEO of  Primequal  International
(1992-1994),  all focusing on educational enhancement programs. Mr. Zeller holds
both a B.S. and an M.S. Degree from Brigham Young University.                   

     Carol  Shelton  Walker,  founder,  President  and CEO of Financial  Fitness
Centers, is a nationally acclaimed author and motivational  speaker. Her popular
book,  published in 1977 How to Succeed in Business  Without Being a Man was the
first in the  nation to prove to women they  could  break the  "glass  ceiling."
After ten years of founding and managing  two  multi-million  dollar real estate
and  insurance  businesses  in  Salt  Lake  City,  Utah,  Ms.  Walker  commenced
developing the materials  that are used in the Financial  Fitness  Centers.  Ms.
Walker has been the recipient of numerous local and national  awards,  including
the 1990  National  Outstanding  Business  Woman  of the  Year,  awarded  by the
Institute for  Constitutional  Education (in Washington,  DC); the 1989-90 Award
for  Excellence  in Consumer  Education  from the Money School in Boston;  and a
Nominee for the 1994 Horatio  Alger  Award;  and has been listed in Who's Who in
American  Businesswomen  for several years.  She has been awarded a B.A.  Degree
(Finance)  from  George  Wythe  College.  Ms.  Walker has been  named  "Honorary
Citizen" by the Mayors of 21 cities  across  America,  including  New York City,
Washington,  New Orleans and Denver.  Her awards are almost too numerous to list
in this  prospectus.  However,  some of the other more  prestigious  include the
National  Sales  Achievement  and  National  Quality  Awards  from the  National
Association  of Life  Underwriters.  Her articles have been published in leading
trade,  money and women's  magazines;  and, she is a frequent  guest speaker for
radio, television and educational seminars nationwide.                          

     Robert  A.  Needham  (41)  has  over 15  years  as a  senior  executive  in
management,  sales and  marketing,  currently  President  of  Spectrum  Advanced
Markets,  Inc.  (1993-present),  the founder and an  executive  officer of eight
companies  involved in strategic  marketing,  including  First American  Capital
Corporation  (1990 to  1993);  and First  American  Marketing  Corporation,  dba
Associated  Independent  Agencies,  from which he resigned as Vice President and
National  Sales  Director  in 1993 to move to  Birmingham,  Alabama to return to
private  practice as an  insurance  wholesaler/agency  recruiter  and  marketing
consultant.  He served  the U.S.  Air  Force  ("With  Distinction")  as an Asset
Trajectory  Design  Analyst  for the Mission  Launch  team of the Space  Shuttle
Program  while  on   assignment   with  the  National   Aeronautics   and  Space
Administration  (NASA).  Mr.  Needham  holds  a  B.S.  Degree  from  Troy  State
University  in  Mathematics  and Computer  Science;  and is to be awarded a J.D.
(Law) Degree in December 1996 from the Birmingham School of Law.                

     Douglas T. Snarr (61) is co-founder and C.E.O.  of SNARR  Advertising,  dba
"Pocket-It-Organizers,"  an  innovative,  first of its kind,  pocket-sized  time
management and daily planner to compete in this  multi-billion  dollar  industry
(1991-present). In his youth, Mr. Snarr formed Snarr Advertising, which he built
into one of the nation's largest  outdoor/billboard  advertising companies, with
Time Magazine reporting,  "That by 1965 Snarr Advertising boasted assets of $3.5
million." The 1965 Highway Beautification Act required all billboards on federal
land to be removed by July 1970  (representing 70% of Snarr's 1600 billboards in
13 Western  states).  Doug Snarr  commenced a five year  campaign of lobbying to
provide states to implement the Act by compensating the billboard  companies and
he had the support of every major news and business  magazine.  He then embarked
on an eight-year  career of giving  inspirational  seminars for motivational and
positive thinking,  career and personal improvement until he resigned,  sold his
company, and became a Mormon Missionary in Alaska for three years,  returning to
found  Snarr   Communications  for  the  purpose  of  producing  and  presenting
educational  workshops and motivational  programs known as "The American Renewal
Series." Doug Snarr was eulogized in the national press,  where he was favorably
compared with the kings of positive thinking speakers,  Norman Vincent Peale and
Zig  Ziglar,  and  where  Snarr was  being  referred  to in the press as "One of
today's most charismatic orators." Building up to having over 500 Affiliates for
educational and motivational seminars, utilizing the latest electronic          

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video  and  motion  picture  screen  reproductions,   resulted  in  a  satellite
distribution  network known as "SATELLITE NETWORK AFFILIATES," which was sold to
Merv Adelson,  CEO of Lorimar  Telepictures,  the nation's  largest  supplier of
television programming.                                                         

     Robert  Ground,  Ph.D.  (75) Mr.  Ground is an  Award-Winning  Director and
member of Hollywood's  Directors Guild of America for more than 30 years, having
produced and directed  feature films in the U.S. and Europe.  He holds extensive
patents in  agricultural  chemistry  and  photographic  chemistry,  high quality
automotive load-ac. batteries for under-industrialized  countries, the developer
with Sylvania  Electric for the  continuous  spectrum  fluorescent  tube used in
plant growth;  and is the author of several  best-selling  specialty  scientific
books, including the basic manual of hydroponics, Food For Tomorrow's World. Mr.
Ground is also the recipient of the  Congressional  Award for  Literature.  From
1993-1996 he was President and CEO of the Company's  predecessor,  IMPACT Income
and  Investments,  Inc.  He writes a weekly  column  for a  500,000  circulation
newspaper in Tempe, Arizona (the "Arizona Senior Citizen"),  is Associate Editor
for  Cambridge  Books,  Inc. and is under  contract  through  December 1997 with
Dannyfilm,  Rome,  Italy.  He holds a B.S. Degree from the University of Western
Maryland  and a Ph.D.  Degree  from  Brantridge  College,  Cambridge  University
(England).                                                                      

     Alternative Director: John Rivera, Vice President of Administration,  holds
a Ph.D. in Education  Administration/Public Policy from San Diego University and
a M.A. in Guidance and  Counseling  from the  University  of New Mexico.  He has
fifteen years combined experience as an administrator,  consultant,  instructor,
counselor,  and Department Chair with San Diego Community College District.  Dr.
Rivera has held several executive administration  positions; as well as with the
San Diego city  administration.  Known as a highly motivational  speaker, he has
been a guest lecturer at San Diego State University Graduate Counseling Program,
La Jolla Center for Exploration and Development of Human Potential, and National
Hispanic  School  Board  Members  Association.  The many awards  received by Dr.
Rivera  include:   American  Council  on  Education  (A.C.E.)  Fellow,  E.D.P.A.
Fellowship  Award from the U.S.  Office of Education  and is listed in Who's Who
Among Hispanic Americans.                                                       

     Gene Walker  (65),  Vice  President,  was an  executive  scientist  for the
Lockheed Martin  Corporation,  and for  Westinghouse  Nuclear  (1990-1995).  Mr.
Walker  served as President  of  Financial  Freedom  Enterprises  of Idaho,  the
Company's predecessor. He is Carol Walker's husband. He holds a B.S. Degree from
Utah State University.                                                          

     Douglas  Hathaway  (30),  Secretary-Treasurer  since  mid-1996,  has held a
series of middle  management  positions  (primarily with American  Microsystems,
Inc.) since graduation from Idaho State University with a B.A.  (Finance) and an
MBA Degree.                                                                     

     Malcolm D. Crawford,  Esq. (66) is a practicing  attorney  specializing  in
Corporate  Securities  and  Financial  Law  nationwide,  with offices in Denver,
Colorado.  He is a former  member  of the  faculties  of,  Colorado  University,
Albertus Magnus College,  and Yale University  (Economics);  the Universities of
Denver and San  Francisco  (Law);  He received  two  Appointments  as  Financial
Attache and Assistant to the Ambassador at the United State Embassies in London,
England and Paris,  France.  He has degrees from:  Western  Kentucky  University
("Highest   Distinction"),   Colorado   University  (Cum   Laude/Finance),   the
Harvard-Tufts/Fletcher  School of International  Law and Diplomacy  (M.A.),  and
Yale Law School (J.D.).                                                         

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 PRO-FORMA FINANCIAL PROJECTIONS

Caveat: All financial projections are inherently unreliable inasmuch as they are
predicted on projections  of future  financial,  social,  economic and political
events;  some, if not many, will not occur as predicted,  and some may not occur
at all.                                                                         

                                                        [Enlarge/Download Table]


GROWTH ASSUMPTIONS                              1996                    1997                1998             1999 

                                                                                                                  
Existing Offices                                  15                      30                  45               60 
New Debt Retirement Clients                      300                  10,800              16,200           21,600 
New Payment Acceleration Clients                 100                  10,800              16,200           21,600 
Total DR Clients                               3,300                  14,100              30,300           51,900 
Total PA Clients                               2,200                  13,000              29,200           50,800 
Clients Completed or Defaulted                   (60)                 (3,240)             (4,860)          (6,480)
   Total Clients                               5,440                  23,860              54,640           96,220 

INCOME - Services                                                                                                 
Enrollments DR                               $36,000              $1,296,000          $1,944,000       $2,592,000 
Enrollments PA                                12,000               1,296,000           1,944,000        2,592,000 
Total DR Trust Payments                    1,650,000               7,050,000          15,150,000       25,950,000 
DR Fee Monthly Income                        165,000                 705,000           1,515,000        2,595,000 
PA Fee Monthly Income                        220,000               1,300,000           2,920,000        5,080,000 
Franchise Income                             225,000                 225,000             225,000          225,000 
Seminar & Training                            19,860                  79,161              79,181           79,161 
   SUB TOTAL                                 677,860               4,901,161           8,627,181       13,163,161 

INCOME - Product Sales                                                                                            
Blueprint                                    $16,320                 $71,580            $163,920         $288,660 
Course Materials & Books                      25,200                  50,400              50,400           50,400 
Video Sales                                  101,400                 551,400             551,400          551,400 
   SUB TOTAL                                 142,920                 673,380             765,720          890,460 

EXPENSES - Marketing                                                                                              
DR Monthly Marketing Costs - Residuals       $41,250                $176,250            $378,750         $648,750 
PA Monthly Marketing Costs - Residuals       110,000                 650,000           1,460,000        2,540,000 
Other Marketing Expenses                      20,160                  40,320              40,320           40,320 
Franchise Expenses                           148,500                 148,500             148,500          148,500 
Advertising Expenses                          27,114                 196,046             345,087          526,526 
   SUB TOTAL                                 347,024               1,211,116           2,372,657        3,904,096 

EXPENSES - Office                                                                                                 
Officer and Director Salary                 $127,200                $219,300            $373,200         $581,100 
Administration                                15,000                  25,000              25,000           25,000 
Number of Employees - Operations                   6                      33                  73              127 
Payroll - Operations                          99,000                 585,000           1,314,000        2,286,000 
Other Office Expenses                         40,800                 178,950             409,800          721,650 
   SUB TOTAL                                 282,000               1,008,250           2,122,000        3,613,750 

NET CASH FLOW                                                                                                     
Total Income                                $820,780              $5,574,541          $9,392,901      $14,053,621 
Total Expense                               (629,024)             (2,219,366)         (4,494,657)      (7,517,846)

NET INCOME (LOSS)*                          $191,756              $3,355,175          $4,898,244      $ 6,535,775 
                                            ========              ==========          ==========      =========== 

-------                                                                                                           
*These financial projections are calculated prior to an evaluation of revenues arising from either: (i) Sale of   
Franchises; and (ii) Revenues resulting from Infomercials.                                                        

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ASSUMPTIONS USED IN PROJECTING FUTURE FINANCIAL RESULTS                         

 Advertising Expense (as a percentage of income from services)...........4.00%

New Centers Added Annually................................................15

Annual Number New Debt Retirement Clients per Center.....................360

Annual Number New Payment Acceleration Clients per Center................360

 Clients Completed or Defaulted (as a percentage of new clients)...........15%
Debt Retirement Program "Income Analysis"                                   
   Average Monthly Payment to Clients...................................$500
    Fee Received (as a percentage of Monthly payments to Creditors)....... 10%
   Enrollment Fee.......................................................$120

"Payment Acceleration Program" Income                                       
   Enrollment Fee.......................................................$120
   Monthly Fee..........................................................$100
(Less 50% payment to sales agent)                               

Number of Employees  - 1 per clients ==>.................................400

Average Operations cost per employee (p/r including tax liability)...$18,000

All Officers' Aggregate Yearly Salaries.............................$100,000

Aggregate Officers' Salary Increase per 1,000 Clients.................$5,000

Overhead Expenses per 1,000 Clients...................................$7,500

Franchise Fee........................................................$15,000
Franchise Expense as percentage of fee = 66%                          

OTHER NOTES                                                                     

o   Debt Retirement clients are "Crisis" clients.  Payment Acceleration clients 
are NOT crisis clients.                                                 

o   A "Center" is a trained satellite organization that has a license agreement 
to sell the Company's services and products.                            

o   The above  figures show a  "franchise"  and a "center."  For the purposes of
  this projection they are considered the same as both are client providers.

o   The Company in both the Debt  Retirement and Payment  Acceleration  programs
    helps individuals to set-up and maintain workable budgets.  Some people will
    complete the Program and some (@ 15%) terminate  prior to reaching the goals
    the Company's program had established for each client. This complete/default
    rate has been  tracked in the Debt  Retirement  program  at 15%  (management
believes that the Payment Acceleration program will have the same rate).

Item 6.  Resignation of Registrant's Directors                                  

     Resignation  of old Directors as a condition of the  Acquisition  Agreement
referred to in Item 1.                                                          

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Item 7.  Financial Statements - Proforma Financial Statements and Exhibits      

A. The financial statements for Financial Freedom Enterprises, Inc. are 
included herein.                                                  

   B. The Exhibits attached as Appendix A are filed in response to Item 601 of
Regulation 8-K.                                                   

Item 8.  Changes in Fiscal Year                                                 

None                                                                    

Signatures

    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized:                                           

                                       FINANCIAL FREEDOM ENTERPRISES, INC.
Date: September 12, 1996                                                        
                       /S/  CAROL WALKER
                                          --------------------------------------
                           Carol Walker, President

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APPENDIX TO FORM 8-K FOR FINANCIAL FREEDOM ENTERPRISES, INC.

 Index to Exhibits

(2)      Acquisition Agreements                                                 

(2)(a) Articles of Merger                                     

(2)(b) Articles of Amendment                                  

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		5/3/06		3					None on these Dates
		5/13/01		3
Filed on:		10/29/96
		9/30/96		9
For Period End:		9/12/96		1		14
		8/15/96		2
		6/24/96		2
		5/13/96		2
		5/10/96		3
		5/3/96		3
		11/24/95		3
		11/6/95		4
									List all Filings