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To: Field who wrote (4450)	6/15/1998 12:18:00 PM
From: Logistics	Respond to of 8798

MISM - Extensive dd from pe Industry: franchises retail Symbol: MISM Exchange: OTC BB Nasdaq Telephone: 905-890-6442 Fax: 905-890-6048 Toll Free: 1-800-268-8225 Website: globalminerals.com E-mail: - Public Float : 5,500,000 Featured at: .31 Target: $2 Date: 18 Oct MIS International Inc. Shares Outstanding : 16,244,682 Public Float : 5,500,000 Ph: (905) 890-6442 Fax: (905) 890-6048 Toll Free : 1-800-268-8225 Why we picked MISM: It is estimated that MISM will have 120 new stores operational by Feb/1998. In addition the Company is doing its due diligence on acquiring 200 profitable retail food chain stores. MIS International's current franchise base is comprised of "Wheel to Wheel" and the "Pretzel Twister", sales per store for these two franchises are expected to be around $800,000 and $300,000 respectively. They currently have a total of 13 stores. The last two press releases have been extremely positive (Nov. 6) : "MIS International, Inc. (OTC:MISM) announced today that it is negotiating to acquire an existing automotive chain with 53 locations and $20,000,000 in annual sales." And November 10: "MIS International Inc. (OTC: MISM - news) announced today that it has agreed on terms with Price Costco to supply fresh baked and packaged Pretzels in all Canadian outlets. " The management team is lead by Dan Masters, a 13 year veteran of franchising. Mr. Masters has been responsible for the development of more than three hundred franchises and is considered a leading authority in the industry. He was the founder of Pretzel Franchising Inc. which was recently acquired by MIS. When Mr. Masters joined MISM in the fall of 1996 as President/CEO, the Company grew by more than thirteen franchise locations in the first ninety days. Brief overview of its operations: The Company opened its first corporate "Wheel to Wheel" location in Oakville, Ontario, Canada on Feb 01, 1997. The location will act as the Company's primary training facility for new Canadian franchisees. Since opening, the location has amassed more than one thousand new customers and is well on its way to breaking first year sales targets. The Company is pursuing leasing opportunities in Central Florida for up to five new Corporate locations for entry into the United States. "Wheel to Wheel" is a dynamic retailer of fully computerized automotive service centers which promote the use of recycled and rebuilt repair parts. Customers may choose from new parts on repairs or use recycled parts with up to one year national warranty. The pretzel franchise: The Company signed a Letter of Intent to purchase a Florida-based franchise chain of twenty -five retail pretzel outlets in April 1997. Mr. Masters states "The acquisition will enable us to kick start our expansion of Pretzel locations throughout the lucrative US market. We will grow from twelve to almost forty pretzel locations overnight." This is as we stated a very brief overview of a Company, of which we could provide much more information in terms of growth and revenue producing potential. Significant announcements are to be made in the coming weeks. Recent coverage: MISM president was interviewed on a National Radio Program from the United States called "TALK AMERICA". MISM was also featured by a Canadian Magazine publication of the McLean Hunter Group entitled "Monday's Report on Retailers" It gives a very positive review of MISM. In light of the latest media coverage, interest in the company is growing and we should see that reflected in the market. MIS International Inc. Shareholder Update: November 1997 Dan Masters President/CEO Dear Fellow Shareholders: 1997 has been a breakout year for MIS. My tenure as your CEO began a little more than one year ago. When I assumed my position difficult decisions and long term objectives were required if MIS was to survive. The last time I wrote to all of you was last spring when we mailed out our audited financial statements and a company update. We will send you quarterly reports beginning in April. Press releases and this years audit will be mailed when ready. Lets look at the changes in 1997. Wheel to Wheel Our first location opened in Oakville, Ontario on February 1st. Since then we have amassed more than 1400 customers in our database. This exceeds our projections. We had budgeted 1200 customers after the first year. Our average ticket price is growing and the store is profitable. We expect sales of $40,000 for December. If we achieve those sales the monthly profit should be between $5,000 to $8,000 depending on business mix. This will give us 40% productivity in our tenth month which is excellent for a new store. We are very pleased that Bill Stafford joined our company in September. Bill's background in the automotive industry spans 28 years. He began as a mechanic and has grown to become one of the most distinguished automotive executives in Canada. Bill had his own consulting company where he trained automotive shop owners how to increase sales and profits. Prior to his own business he was the person in charge of the same function with Canadian Tire. It was in his role as consultant to MIS that I formed a deep respect for his abilities and when he accepted my offer to become VP Operations, Wheel to Wheel I was deeply touched. Bill could walk into any major automotive company and they would find a senior position for him. As most of you know we recently announced a major acquisition for Wheel to Wheel. On March 1st we become a national automotive chain overnight. Of course, this was always our plan. We began discussions with this company in the summer and just concluded the terms of the deal recently. We will announce to the public the first business day in January the name and terms of the deal. The delay is at the sellers request. When you learn the details and name of the company you will understand the delay. This deal also involves a marketing partnership with one of the world's most dynamic retailers and other exciting news I cannot yet discuss. I almost bust at the seam every time I have to bite my tongue on this deal. -2- What I can tell you is that we are paying far less than what a 20 million dollar company is worth. We are also paying cash. The company is profitable. Albeit, under-performing at 25% productivity. This means their bays are full 25% of the time. This versus an industry average of 50% to 55% for a mature location (3 years old or more). We believe a first year productivity gain of 100% is realistic and expected. Both MIS and the other company will benefit from this deal. We will rent space and pay a small percentage of sales to them. They will have higher profits from our rent than they currently earn. By the way, our occupancy cost with this deal is 50% to 70% of what we would normally budget. Its an incredible deal. Onward to March. We will also be announcing new staff members shortly. We have hired automotive support specialists who join us in January. We will announce them to you after they have given notice with their current employers. Pretzel Twister We currently have 10 franchises and one company store in five Canadian provinces. I sold the company to MIS in May for 500,000 restricted shares, no cash. The profit last year was $138,000. I could of easily sold the company for upwards of one million dollars by now. My stock at the sale was worth around 12c a share. Our sales were up considerably at the end of the third quarter. MIS required the cash flow and boost my putting Pretzel Twister in gave us. I first began opening locations across Canada two years ago. I had purchased the master franchise rights for Canada. We learned a few things about the pretzel business. One was that setting up "US style" was a mistake that cost us a few of our first stores. Things have been extremely bright our second year. One store for example has a sales increase of 400% this year. That's right 400%. We are also buying the very company I purchased the Canadian rights from. This will add a further 25 franchised locations and an expected profit of at least (assuming almost no growth) $300,000 US in 1998. It will give us worldwide expansion potential and the best Pretzel market in the world for our wholesaling. We also get a bona fide address in the United States that will eventually become our head office. I feel we will at least double to 50 US locations in the first year. Look for another potential Pretzel acquisition next year. We are looking! General Information Our business plan is aggressive. 1000 locations and 25 million per year in revenues within 5 years. In 1998 we should surpass the revenue with our acquisitions even though we will not be near 1000 locations. What this means is that we are redoing our business plan. I hope to fill you in next update. As most of you know, my background is helping franchise companies succeed. From my first small company I franchised 13 years ago. To my consulting company MFC which at its peak charged $5,000 per day to consult to major franchise companies in expansion and growth. I live, eat, and breath franchising. I have no other ambition other than to be the CEO of one of the world's greatest franchise organizations. That is my reason for being here. It will take time, patience, and most of all hard work and some luck. I have retired my other franchise investments and am totally devoting my time and energy to MIS. -3- Your Directors are myself and Wilfred Shaw. It was Wilfred who convinced me to become the CEO last year after the original management left to pursue another OTC BB company. At that time this company had only liabilities, zero sales and worthless assets. We worked to complete the audit and move the company to Delaware from British Columbia. This was finished in June. Wilfred is like you, a shareholder. He is the representative of a venture capital company that "inherited" MIS to save it's one million dollar investment. Both of us have mainly restricted shares and are not going anywhere. We have also covered the expenses required to rebuild the company and grow Wheel to Wheel. Almost, $700,000. Many of the staff agreed to defer a part of their salary for restricted stock and options. We did this so the company could use it's resources for income producing activities. I also took restricted stock for moneys I have lent MIS over the last year. I gladly did it. I have faith in our ability to grow this company and the stock should be worth much more to me down the road. I also feel that as an "investor CEO" my credibility with you the shareholder would increase. We have built this company to where we are currently at break even before any acquisitions close. Our long term plans include becoming a fully reporting company and moving off of the OTC BB when we qualify.