First Aid Direct, Inc. ("First Aid" or the "Company") a Florida corporation began active operations in September 1997. First Aid is a national distribution business that wholesales first aid and safety products to first aid distributors across the nation. Most of the distributors operate mobile first aid van services that sell and service the industrial first aid kits, mandated by OSHA regulations. These kits are placed in many different types of businesses and industrial locations such as factories, distribution warehouses, offices, auto repair shops and dealerships, hotels and retail stores. 

The Company currently has approximately 140 distributors located in 42 states throughout the United States. These states include Alabama, Arkansas, Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Michigan, Minnesota, Missouri, Mississippi, Montana, North Carolina, North Dakota, Nevada, New Jersey, New Mexico, Nevada, New York, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, West Virginia, and Wyoming.

A distributor typically operates a number of routes. Each route consists of several hundred locations that are visited by the route driver/salesman at least once a month. The driver/salesman will typically visit some 20 locations each day. The driver/salesman operates a van stocked with first aid supplies and uses the inventory to refill the kits that are placed in each location. The kits contain a mix of first aid products designed and packaged for industrial use, including bandages, tapes, gauze, antiseptics, ointments and over-the-counter medications such as aspirin, cough medications, etc. First Aid has specialized packaging that lends itself to the workplace. All items are packed in multilingual boxes that wherever possible are dispenser packs that offer each individual product in a sanitary sealed package as part of a tear off strip.

In addition, First Aid provides a direct to business program called "Direct Ship". This program involves direct shipments to businesses. These companies typically are not our distributor types of customers because their usage is too limited for a driver/salesman to service monthly or they need centralized billing, control and pricing. First Aid offers these customers a direct order system using phone, fax or the First Aid Internet web site. Approximately seven percent (7%) of our business is based upon the "Direct Ship" program and approximately 93% percent of our business is based upon independent distributorships.

*****  First Aid Direct, Inc. Acquires Roehampton Medical

INDUSTRY BACKGROUND

The first aid business is comprised of many independent distributors of first aid and safety products to the workplace via mobile van services. Products and services include first aid cabinets, over-the-counter medications and general first aid supplies. Certain distributors also offer safety products and a variety of related training programs.

These independent distributors purchase their products through value-added wholesale distribution companies. There are approximately 12 such companies operating in the United States. Typically, a wholesale company will recruit distributors within the industry to distribute products under the wholesaler's names. The typical business relationship between wholesaler and distributor features restrictions such as limited territories, non-compete agreements and agreements to use the wholesale company's name as the distributor's product line.

Today, the market for these distributors is virtually any business. The reason is that the Federal Occupational Safety & Health Administration (OSHA) has a regulation (29 CFR 1910.151(b)) that requires that First Aid supplies be readily available in the workplace. It is more convenient for the business operator to use the services of the first aid distributor to supply the correct product mix of required first aid supplies that are not only designed for use in the workplace, but are refilled and kept current each month.

A consolidation has taken place in the first aid distribution business. Zee Medical, a subsidiary of wholesale distributor McKesson Corp., currently is one of the oldest and also has a large market share. Cintas Corp. decided to penetrate this market quickly, and therefore adopted an acquisition strategy. The first acquisition was in February 1997, and that was followed by three additional acquisitions, another in 1997 and two in 1998. Both of these major organizations place broad restrictions on their distributors, including geographical restraints on distribution.

First Aid's major competition includes Zee Medical and Cintas Corp., two consolidated companies which place broad restrictions on their distributors, including geographical restraints on distribution. As a result of the consolidation of some of the major distributors in the first aid supply business such as Zee Medical and Cintas Corp., distributors working within the same territory that previously bought from competing companies are now being supplied by the same parent company. First Aid believes that many of these distributors desire more independence and choice than the new combined entities can offer. We believe these market conditions provide an opportunity for First Aid to emerge and compete for the business of the first aid distributors dissatisfied with the new corporate structure brought on by the consolidation in the industry.

COMPANY BACKGROUND

The Company began active operations in September 1997 in Fort Lauderdale, Florida as a national distribution company to wholesale first aid products to distributors across the nation. On August 12, 1997, prior to conducting active operations, the Company issued 2,100,000 shares to Mr. Scott Siegel in exchange for equipment, vans, inventory and customer lists with a recorded value of $25,000. In addition, liabilities of $37,000 were recorded. This increased the total issued and outstanding shares to 2,500,000 shares, and the Company changed its name to First Aid Select, Inc. in October 1997. The assets contributed by Mr. Siegel in 1997, including vans and inventory, comprised a portion of the assets sold by the Company to Van Dyne-Crotty, Inc., a Company shareholder, on December 16, 1999.

Mr. Siegel had owned and operated an eight-van first aid company as a distributor for Affirmed Medical, a national supplier of first aid products. During 1997 and 1998, Affirmed Medical along with other national suppliers were purchased by Cintas.

The Cintas roll-up brought previously competing regional first aid distributors under the same umbrella organization. As a South Florida regional "operator" or manager of a distributorship, First Aid recognized that this new organization might not be welcomed by all operators. The roll-up had the effect of constricting the geographic markets for distributors servicing the same area. Limited by territory agreements that prevented them from competing with other operators in their buying group, the Cintas consolidation was viewed by many distributors as another limitation on their future expansion and a form of compelled cooperation with operators which had formerly been direct competitors.

In response to certain distributor dissatisfaction with this consolidation, management founded First Aid Select, Inc. The intent of the new venture was to offer existing distributors displeased with consolidation an alternative source of supply while offering new entries into the first aid business a national brand of products and support. First Aid places no territorial restrictions on its distributors, giving existing operators, dissatisfied with their territorial restriction agreements with the majors, the opportunity to expand regionally. To the best of the Company's knowledge, there were no acquisitions by Zee Medical in the Company's area of service, South Florida. We are aware of only one acquisition of an operator by Cintas in South Florida.

PRODUCTS

First Aid's exceptional line of first aid cabinets and kits contain essential first aid supplies, that are approved by a consulting physician, for immediate care of on-the-job illness and injury. With an assortment of tapes, wraps and bandages in different sizes, shapes and colors that are specifically designed to treat minor abrasions, cuts, and scrapes; ergonomically designed back, wrist and elbow supports, knee pads and braces, along with a variety of name brand, industrial safety equipment from manufacturers such as 3M, Moldex, Mada, and Fend-all, etc . . . the First Aid Direct line is designed specifically for the global workplace.

COMPETITION

Zee Medical, a substantial competitor in the industry, pioneered the market about 30 years ago and management believes commands large market share with approximately 90 distributors. Zee is owned by wholesale drug distribution giant, McKesson Corporation. Previously, Zee's key competitors, American First Aid, Life & Safety Products, Respond Industries and Affirmed, Inc., each had an estimated 10% market share with about 400 to 500 distributors combined. Most of the distributors for the four companies were smaller in size and scope than Zee's distributors. The remaining 600 or more distributors sell first aid and safety products in addition to their primary business, which ranges from fire extinguishers, coffee services, industrial supplies, etc.

Recently, Cintas, a $2 billion uniform company, evaluated the market and determined to enter the market through an aggressive acquisition program. As a result of their study, Cintas proceeded to buy Affirmed Inc., American First Aid, Life & Safety Products and Respond Industries, thereby effectively capturing a large position in the market through acquisitions.

Because of the recent consolidations, two companies, Zee and Cintas, control the market. There are many independent distributors who view this consolidation as detrimental to their business. First Aid believes they will prefer to do business with independently owned and operated wholesale companies.

TRADEMARKS

The United States Patent and Trademark Office have approved the following trademark applications for registration:

Trademark Serial No.           The Mark
--------------------                 --------

    75/580,502                       For The Global Workplace
    75/552,491                       COLDCRUSHER
    75/522,489                       IBUPLUS
    75/552,494                       ACIDSPOILER
    75/552,940                       PAINCRUSHER
    75/558,499                       COLDCRUNCHER
    75/522,490                       SINUPLUS

MANAGEMENT

SCOTT SIEGEL - Mr. Siegel assumed the office of interim acting Chief Executive Officer, of the Company on August 22, 2000, following the resignation of Robert Sussman. From August

KEVIN M. CROTTY - Mr. Crotty has served as a director of First Aid since January 2000. Mr. Crotty currently serves as Executive Vice President of Van Dyne-Crotty, Inc. a company engaged in uniform distribution and textile services and headquartered in Dayton, Ohio. Van Dyne-Crotty, Inc. is a privately-owned company that currently has annual revenues of approximately $100 million and approximately 1,200 employees. Mr. Crotty has been employed by Van Dyne-Crotty for 24 years and has served in a range of capacities involving service, distribution, production and sales. Mr. Crotty is a member of the Board of Directors of Van Dyne-Crotty.

STEVEN D. SMILEY - Mr. Smiley has served as a director of First Aid following since January 2000. Since 1996, Mr. Smiley has served as Vice President of Administration for Van Dyne-Crotty, Inc. Mr. Smiley has been employed with Van Dyne-Crotty for the past 20 years, acting in various capacities including District and General Management, Manager and Regional Manager for several of the company's textile rental district operations. Van Dyne-Crotty, Inc. is a privately owned company which currently has annual revenues of approximately $100 million and approximately 1,200 employees.

OPINION FROM WALLSTREETCORNER.com

Lawrence C. Oakley

FADI sells a complete line of trademarked & proprietary industrial first aid & safety products that meet or exceed OSHA regulations. This is an emerging growth situation in my opinion.

I interviewed CEO Scott Siegel. He founded First Aid Direct, & left in 12/99 to become group manager of Van Dyne Crotty, one of the top 10 uniform rental companies in the U.S. & one of the top five privately owned companies in the country. Van Dyne Crotty owns 40% of FADI. On 1/1/2001, Siegel was offered, & accepted the position of president & CEO of FADI.

Siegel plans to build one of the fastest growing first aid & safety products companies in the industry. FADI, along with Van Dyne Crotty, has an aggressive acquisition policy to gain market share. Current FADI board members took Van Dyne Crotty from start to annual sales exceeding $120 million.

On 2/26/2001, FADI acquired Roehampton Medical in Rochester, NY. in a cash transaction facilitated by Van Dyne Crotty. Roehampton has a world renowned professional line of burn dressings used for emergency transport. They are sold to emergency medical teams, fire & police departments, & other emergency response teams.

Scott Siegel says "The acquisition of Roehampton increases our ability to expand our market base. In addition to marketing these product lines directly we also private label the burn sheets & disposable blankets for major customers. The operation we acquired is profitable & we look forward to it building upon its impeccable 30-year history."

For the nine months ended 9/30/2000, FADI posted net income of $53,576 on sales of $2,092,582. Because of the legal & accounting costs associated with submitting its Form 10-SB filing, I expect there may be a year-end loss, but I like the long-term appreciation potential here.

FADI is about three years old -- it's one of the fastest growing manufacturers & distributors of first aid products in the U.S., & the first aid safety industry is a multi-billion dollar business -- annual growth exceeds 20%.

FADI has access to Van Dyne Crotty's customer base (about 30,000) to market its product lines. Van Dyne Crotty entered into a long-term agreement to purchase all of its first aid products from FADI. This partnership will help FADI become a major force in the commercial first aid & safety business.

FADI is expanding its network of distributors by offering them competitive access to the first aid supplies market without giving up their independence & flexibility, unlike other wholesalers in the industry that impose restrictions on their distributors.

My opinion is that FADI will do well in a slow growth or recessionary environment as well as in a booming environment, & I believe it's undervalued. It closed last evening (3/9/2001) at 1.94, & the 52-week range is 0.75 - 2.50.

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