FORM 10-KSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

 / X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
For the Fiscal Year ended December 31, 1997
Commission File Number 0-13338

                                INFOAMERICA, INC.

                  Colorado                    84-0853869
            (State or other juris-        (IRS Employer
             diction of incorpora-        Identification No.)
             tion or organization)

                                2600 Canton Court
                                     Suite G
                          Fort Collins, Colorado 80525
                                 (970) 221-5599

Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months and,  (2) has been  subject to such filing
requirements for the past 90 days. YES [X] NO [ ]_

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best  of  registrant's  knowledge  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X]

     Issuer's revenues for fiscal year 1997 were $495,602.  The aggregate market
value  of the  Registrant's  voting  stock  held  as of  December  31,  1997  by
nonaffiliates of the Registrant was $0.00.

     As of December 31, 1997,  Registrant had 3,405,731 shares of its $0.025 par
value common stock issued and  outstanding.  An additional  256,199  shares have
been  authorized  but not issued as of December 31, 1997.  After  issuing  these
256,199 shares, the number of outstanding shares will total 3,661,930.




<PAGE>



                                     PART I

ITEM 1.  BUSINESS

     (a) General  Development of Business.  InfoAmerica,  Inc.  ("Company")  was
incorporated  under  the laws of the  state of  Colorado  on June 9,  1981.  The
Company operated as a Colorado general partnership from October,  1980 until its
incorporation.

     Prior to 1986, the Company provided a unique advertising medium targeted at
travelers,  tourists and  conventioneers.  From 1986 to 1989 the Company focused
almost  exclusively  on the  financial  institution  marketplace  and  made  its
software  compatible with hardware available from major automated teller machine
(ATM)  vendors.  Since 1990,  the Company has devoted  part of its  resources to
software  consulting  and the  balance to the  development  and  marketing  of a
product for the fast-food industry.

     (b) Financial  Information  About Industry  Segments.  Since  inception the
Company's  revenues,  operating profits and losses and identifiable  assets have
been attributable to one industry segment-the production,  marketing, consulting
and  operation  of  touchscreen,   interactive  video  information  systems  and
software.

     (c) Narrative  Description of Business.  The Company's primary business has
been the  licensing  of software to operate  touch  sensitive  computer  systems
targeted for the fast food industry.

            (i)  Product, Marketing and Sales.

Product

     General.  The current  version of the Company's DOS based software has been
designated as  Touchware-4.0.  The Touchware-4.0  software  activates a Point of
Sale (POS)  terminal for use by either a clerk or a customer when a user touches
the video  monitor.  Once a touch is made,  the video monitor  displays  several
options the user can select from,  called a "menu".  Using a menu type approach,
the user can view and select  from a series of  displays  on the  monitor.  This
allows users to move quickly from general categories to the specific information
being  sought.  This process,  from general to specific,  is  accomplished  by a
series of well organized menus  controlled by the  Touchware-4.0  software.  The
Touchware-4.0  software  permits  a user to have easy  access to  computer-based
information  as well as  place  orders  in a  retail  environment.  The  Company
believes that its  software,  coupled with  touchscreen,  color  graphics  based
hardware, is simple to use and is considered "user friendly".

     Benefits of the System. The Company believes that its software executing on
a POS or Customer  Activated Terminal (CAT) allows fastfood clerks and customers
to place their orders more  accurately and faster  compared to more  traditional
ordering  methods.  Additionally,  with increases in the minimum wage,  employee
health  care  costs and  difficulty  in hiring  qualified  personnel,  fast-food
operators  are  searching  for  methods  to  improve  the   productivity  of  an
increasingly expensive labor supply.

     CATs, in particular, seem to offer the benefit of handling the same or more
customers  without  adding  additional  labor.  Also,  the CAT has  provided the
following benefits to fast-food  operators:  1) improved customer  satisfaction,
and 2) perceived faster speed of service.



Marketing and Sales

     The Company  developed the  Touchware-4.0  software  product to satisfy the
needs  of the  fast-food  industry.  The  Company  has been  marketing  products
directly to major chain fast food accounts. The Company's continued success will
depend on its  ability to market the  Touchware-4.0  software  to the  fast-food
industry.  As of December 31, 1997, the Company has  installations and pilots in
progress within the fast-food  industry.  There is no assurance that the Company
will be  successful  with  its  fastfood  products  nor  that it will be able to
successfully market these products to the fastfood industry.

     Additionally,  the Company has not had the financial  resources required to
either develop and/or port the  Touchware-4.0  product to the Windows  operating
system from DOS. The inability to offer a Windows product is beginning to have a
significantly  negative impact on the Company's  sales and marketing  efforts as
well as the ability to attract talented software engineers.  Without development
of a Windows based product, the Company's future is uncertain.

      Exclusive Licensees.

     In May, 1993, the Company  signed an exclusive  licensing  agreement with a
major fast food chain to provide  the  Touchware350  product(earlier  version of
Touchware 4.0). This exclusive license lapsed on January 1, 1994.

      Other Marketing Arrangements.

           (i) Status of Product. As of December 31, 1997, the Company continues
to pilot and  develop  the  Touchware-4.0  software  product  for the  fast-food
industry.

           (ii) Raw Materials. Not applicable.

           (iii) Patents,  Trademarks  and Licenses.  The Company filed a patent
application for its Touchware 350 software  technology  during 1995. The Company
has  registered  its trade  names and  service  mark  with the U.S.  Patent  and
Trademark Office.

     The Company has received  copyrights on its  Touchware-200 and 300 software
products from the U.S. Copyright Office.

           (iv) Seasonality. The Company's business is not seasonal in nature.

           (v) Working Capital Items. The nature of the Company's  business does
not  require  that it  carry  significant  amounts  of  inventory  or that it be
prepared to meet rapid  delivery  require  ments of customers or that it provide
extended payment terms to customers;  and, therefore, such considerations do not
mandate that the Company maintain a significant working capital position.

           (vi) Customer  Dependence.  In 1997, the Company  received 99% of its
total revenue from two customers.

           (vii) Backlog of Orders. The Company has no backlog of orders.

           (viii)  Government  Contracts.  No  portion  of the  business  of the
Company is subject to  renegotiation  of profits or  termination of contracts or
subcontracts at the election of the government.

           (ix) Competition. Many companies compete in the POS business although
few  compete  in  the  CAT  business.  The  Company  expects  that a  number  of
competitors will be entering the CAT business in the next several years. Most of
the competitors have much greater financial,  marketing and technical  resources
than the Company.  Other CAT  competitors are expected to enter the business and
compete  directly  with  the  Company  as the  potential  size of the  fast-food
customer activated  terminal market is realized.  The business of the Company is
relatively  easy to enter  with few  barriers  to entry.  Although  the  Company
considers that its CAT software  operates the computer  system more  efficiently
than software otherwise presently available,  there is generally available other
software  which  permits  operation of  computers  using touch  sensitive  video
screens. Therefore, it is probable that other companies will enter the business.

     The  Company's  ability to compete  effectively  against new entrants  will
depend on its  ability to  capitalize  on its  experience,  current  reputation,
existing software and customer base. It is imperative that the Company develop a
Windows based version of its Touchware-4.0 software to remain competitive in the
market.

           (xi) Research and Development.  Product  enhancements were created in
response  to  customer   requests  and  are  not   classified  as  Research  and
Development.

           (xii) Environmental Regulations. Since its inception, the Company has
not made any material capital expenditures for environmental  control facilities
and the Company does not expect to make any such expenditures during the current
or forthcoming fiscal year.

           (xiii)  Employees.  On December 31, 1997,  the Company  employed four
persons on a full-time basis including its two corporate  officers.  The Company
also utilizes,  on a part-time basis,  approximately 10 technical and management
consultants who work with the Company on an as needed basis.

     (d) Financial  Information About Foreign and Domestic Operations and Export
Sales.  The Company is not engaged in material  operations in foreign  countries
and no material portion of sales is derived from customers of foreign countries.

ITEM 2.  PROPERTIES

     Since  September  1985, the Company has leased  approximately  2,000 square
feet of  office  space in Fort  Collins,  Colorado  under a lease  that  expires
November 1, 1999. The current monthly lease payment is $1,572.

ITEM 3.  LEGAL PROCEEDINGS

            None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None.


<PAGE>



                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (a) Market  Information.  On March 15, 1985 the Company  completed a public
offering of  160,000,000  shares of its common stock (on a reverse  split basis,
the shares  offered were 640,000.  The common stock Company's common stock did
not trade between 1987 and February 1998.  In February 1998 the Company's common
stock was listed for trading on the NASD's OTC  Bulletin Board under the symbol:
IFOA. 

     (b) Holders.  As of December 31, 1997,  the Company had  approximately  982
shareholders of record.

     (c)  Dividends.  The Company has not declared cash  dividends on its common
stock since its inception.  The Company does not anticipate  paying dividends in
the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA

     The following is selected  financial  information  concerning  the Company.
This  information  should be read in conjunction  with the financial  statements
appearing elsewhere herein.

                                  Year Ended December 31,
                              1997           1996              1995
                              ----           ----              ----

Revenues                    $495,602        $732,345        $479,366
Income(loss)                  (1,997)         31,305        (128,119)
Income (loss)
 per common share                  *             .01            (.04)
Total assets                $166,026        $159,208        $145,851
Long-term
obligations                  $81,838         $50,000         $50,000
Working capital
      (deficit)            $(145,861)      $(130,052)      $(159,916)

* Less than $.01 per share.



<PAGE>



Liquidity and Capital Resources.

      General.

     In 1990,  the Company  began  developing  a software  product  specifically
targeted for the fast-food industry. The Company's financial success in 1998 and
beyond  will  depend on its ability to  continue  development  of this  product,
Touchware-4.0, and customer acceptance.

     During  1996,  the Company  began  development  work on a new product for a
major fast food chain. The arrangement with this customer involves a combination
of  development  and licensing  fees.  The  development  fees from this customer
allowed the Company to operate during 1996 and 1997.

     The  Company is  continuing  to pursue  other chain  business.  There is no
assurance  that the Company will be successful in negotiating  additional  chain
agreements  in  order  to  sustain  operations  after  the  conclusion  of  this
development work.

     During 1992 and 1993,  the Company  raised $15,000 in the form of long term
convertible  debt to help finance  operations.  The lenders loaned the Company a
total of $15,000 in return  for the right to either  (a)  convert  the debt into
63,000 shares of the Company's  outstanding common stock (which number of shares
shall be increased by an amount equal to 1% of all the Company shares  purchased
by officers or directors of the Company by  exercising  existing  stock  options
before conversion of the Note) or (b) convert the debt into 31,500 shares of the
Company's outstanding common stock (which number of shares shall be increased by
an  amount  equal to 1% of all the  Company  shares  purchased  by  officers  or
directors of the Company by exercising  existing stock options before conversion
of the Note) and receive  $25,000 in cash.  Although the Company is hopeful that
fund  raising/revenue  generating  strategies  will be  successful,  there is no
assurance that success will be achieved.

     In September 1996 the Company entered into a two year consulting  agreement
with a nonaffiliated  entity.  Under the agreement the consultant was to provide
advice and assistance to the Company in connection with identifying,  qualifying
and negotiating with candidates for a merger with the Company for the purpose of
restructuring  the Company's  capitalization,  initiating  and expanding  public
trading and  improving  shareholder  liquidity  with the goal of  assisting  the
Company to raise shareholder values. As compensation to the advisor, the Company
was to issue options to purchase up to 300,000  shares of the  Company's  common
stock at various  prices,  and warrants to purchase up to 1% of the  outstanding
common stock.  The Company's  obligation  to the  consultant  was intended to be
subject to completion of acceptable  transactions.  The  consultant  brought one
potential  acquisition or merger candidate to the attention of the Company which
the Company and the consultant  concluded would be unacceptable.  The consultant
did not  provide  additional  advisory  services  to the Company and the Company
considers that  obligations  of the Company under the agreement have  terminated
due to  nonperformance by the consultant.  Certain  ambiguities in the agreement
could be subject to other interpretation,  although the Company would vigorously
contest any  assertion by the  consultant  that  compensation  is owed under the
agreement.

1997 Review

     During 1997, the Company  continued to devote its efforts to developing and
piloting  its POS and CAT  products for the fast food  industry.  The  Company's
working capital  position should be stable during 1998 resulting  primarily from
ongoing product development and support contracts.

1996 Review

     During 1996, the Company devoted its efforts to developing and piloting its
POS and CAT products for the fast food industry.  The Company's  working capital
position  was stable  during  1996  resulting  primarily  from  ongoing  product
development and support contracts.


     Capital  Resources.  As of December  31,  1997,  the Company had no capital
commitments.

Results of Operations

      1997 Compared to 1996

     Revenues.  Total  revenues of  $495,602  for 1997  decreased  32% from 1996
levels due  exclusively to a major  development  contract with a major fast food
company that was 70% completed in 1996.  This  development  contract was totally
completed by the end of 1997.

     Expenses.  Total expenses including interest decreased 29% from 1996 levels
due to the  reduction  of outside  consulting  services  needed to complete  the
development project described above.

      1996 Compared to 1995

     Revenues.  Total  revenues of  $732,345  for 1997  increased  53% from 1995
levels due to major development contracts with a major fast food company.

     Expenses.  Total expenses excluding interest increased 15% from 1995 levels
due to increased use of outside consulting services.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See the Financial Statements attached to and made a part of this report.

ITEM 8.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

      None.


<PAGE>



                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      (a)  Identification of Directors.

     The  name,  position  with  the  Company  and the age of each  officer  and
director,  and the period  during which each officer and director has served are
as follows:

Name and Position                                     Director
__________________                  Age                 Since__

Paul F. Knight                      50                  1981
(President, Treasurer and
 Director)

Larry J. Salmen                     50                  1981
(Vice President, Secretary
 and a Director)

Michael J. Scanlan                  57                  1984
(Director)

     The  executive  officers of the Company are elected at the first meeting of
the  Company's  Board of Directors  held after each  shareholder  meeting.  Each
executive  officer  holds  office  until  his  successor  is  duly  elected  and
qualified,  until his  resignation or until he is removed in the manner provided
by the Company's Bylaws. The term of office of each director expires at the next
annual meeting of shareholders.

     The following is a brief account of the business experience during the past
five years of each director and executive officer:

                                       Principal Occupation
     Name                             During the Last Five Years

Paul F. Knight                     Chairman of the Board and Treasurer of
the Company                        since July 1986; President, Chief Executive
                                   Officer and a director  of the Company  since
                                   1981.

Larry J. Salmen                    Vice President and Secretary of the Company
since                              1982; Director of the Company since 1981.

Michael J. Scanlan                 President and Chief Executive Officer
of SCANSCO                         Management  Company,  Inc.  which  acts  as a
                                   parttime Chief Executive Officer and/or Chief
                                   Financial  Officer for small entities,  since
                                   March 1991; Independent consultant as Scanlan
                                   &  Associates  from  October 1990 to February
                                   1991. Director, and Executive Officer of Data
                                   National,  Inc., a consulting firm from March
                                   23, 1987 to October,  1990.  Owner of Scanlan
                                   and Associates,  a management  consulting and
                                   accounting  service  firm,  since  July 1981;
                                   Executive  officer of The Rockies Fund, Inc.,
                                   a publicly held venture capital company, from
                                   August 1983 to March  1990;  Director of TEAM
                                   Marketing  Group,  Inc.,  Director  of  First
                                   Denver  Mortgage  Company  and a Director  of
                                   Newport Associates.

ITEM 10.  EXECUTIVE COMPENSATION

     The following table shows all  compensation  paid by the Company during the
fiscal years ended December 31, 1997, 1996 and 1995 to all executive officers:

                        SUMMARY COMPENSATION TABLE

NAME AND          YEAR        SALARY    BONUS ($)    RESTRICTED   OPTIONS
PRINCIPAL                       ($)                  STOCK        SARs(#)
POSITION                                             AWARDS
                                                     ($)
---------         ----       ---------  ----------   ----------   --------
Paul              1997       $90,363(1)        --            --         --
Knight            1996       $84,061(2)        --            --         --
CEO               1995       $84,432(3)        --            --         --

Larry             1997       $90,061(4)        --            --         --
Salmen            1996       $85,982(5)        --            --         --
COO               1995       $78,982(6)        --            --         --

     (1) All salaries were cash  compensation  except for $8,400 that was unpaid
as of December 31, 1997.

     (2) All salaries were cash  compensation  except for $6,336 that was unpaid
as of December 31, 1996.

     (3) All salaries were cash compensation  except for $14,432 that was unpaid
as of December 31, 1995.

     (4) All salaries were cash compensation  except for $19,944 that was unpaid
as of December 31, 1997.

     (5) All salaries were cash compensation  except for $422 that was unpaid as
of December 31, 1996.

     (6) All salaries were cash compensation  except for $20,040 that was unpaid
as of December 31, 1995.

Compensation Pursuant to Plans.

     In addition to the 1984 Incentive  Stock Option Plan described  below under
Section  (b)(4),  the Company also has a 401K plan that was  instituted in 1989.
The basic elements of the Company's 401K plan are outlined below:

     1.  Employee   contributions   are  voluntary  and  participants  may  make
discretionary nontax-deductible contributions.
<PAGE>
     2.  Employee  participants  may  not  make  discretionary  tax-  deductible
contributions.

     3.  The  Company's  contribution  will  be  allocated  among  all  eligible
employees  who are  employed  at the end of the  Plan  Year  provided  that  the
employee has completed 1,000 hours of service during the Plan Year. The employer
shall  also  make  a  contribution  for  each  participant  who  separated  from
employment during the Plan Year as a result of retirement,  disability, death or
termination  upon  completion  of 1,000 hours of  service.  In the case of a top
heavy Plan Year, the employer will make a contribution to all  participants  who
are employed on the last day of the Plan Year  regardless of the amount of hours
worked.

     4. The employee may make personal  salary  reduction  contributions  to the
plan in any amount up to 15% of annual compensation.

Options

     Although no formal plan exists,  the Company has in the past and may in the
future make grants of common stock to  qualified  employees  as  additional  and
incentive  compensation.  During 1991, the Company granted non-qualified options
to the Company's officers and directors.  To date, none of the options have been
exercised.  The following table presents  further  information  concerning these
options:

             Shares     Price Grant              Expiration
                               Date                  Date
Mr. Knight   100,000      .11  10/1/91        September 30, 1998
Mr. Knight   100,000      .13  10/1/91        September 30, 1999
Mr. Knight   100,000      .15  10/1/91        September 30, 2000
Mr. Salmen   100,000      .11  10/1/91        September 30, 1998
Mr. Salmen   100,000      .13  10/1/91        September 30, 1999
Mr. Salmen   100,000      .15  10/1/91        September 30, 2000
Mr Scanlan    20,000      .11  10/1/91        September 30, 1998
Mr Scanlan    20,000      .13  10/1/91        September 30, 1999
Mr Scanlan    20,000      .15  10/1/91        September 30, 2000

     During  1996,  the Company  issued  191,500  shares to five  employees  not
including  executive  officers.  These  shares were to vest over a three to four
year period  based on the  employee's  continued  employment  with the  Company.
During  1997,  137,250 of the  191,500  shares were  returned  to the  Company's
treasury due to employees leaving the Company prior to the vesting  requirements
being satisfied.

Incentive Stock Option Plan.

     The Company  grants  options to key  employees,  including  officers of the
company  (excluding  any person who serves only as a director),  pursuant to its
1984  Incentive  Stock Option Plan. The plan was designed to comply with Section
422A of the Internal  Revenue  Code of 1954 as amended by the Economic  Recovery
Tax Act of 1981.  The plan  authorizes the granting of options to purchase up to
64,000 shares of the Company's $.025 par value common stock.

     The plan is  administered  by the  Compensation  Committee  of the Board of
Directors which may be composed of  shareholders,  chosen by the directors,  who
are not,  and have not been during the past 12 months,  employed by the Company.
The Compensation  Committee consists of Michael Scanlan, the outside director of
the Company.  The  Compensation  Committee has authority to set reasonable terms
and conditions as to options granted under the plan, including requirements that
the  employees  granted an option must  remain  employed  for a  specified  time
period.
<PAGE>

     The plan also authorizes the Committee to grant stock  appreciation  rights
in connection  with options.  Stock  appreciation  rights,  if authorized by the
Committee, would permit an employee to receive an amount equal to the difference
between  the  exercise  price of the  option  and the fair  market  value of the
Company's  common stock upon exercise date in paid-up stock of the Company or in
cash,  depending upon the Committee's  determination.  Stock appreciation rights
have not been granted in connection with any  outstanding  options and it is not
presently intended that stock appreciation rights will be granted.

     No options to purchase any  securities  from the Company were granted to or
exercised by any executive officer of the Company under the 1984 Incentive Stock
Option  Plan during the fiscal  year ended  December  31, 1997 and there were no
outstanding options held by any executive officer on that date.

      Other Compensation.

     The  Company  pays each  officer  (Mr.  Knight and Mr.  Salmen)  incidental
compensation  from  time to time,  consisting  primarily  of  reimbursement  for
business-related  activities on behalf of the Company. The aggregate of all such
other compensation did not exceed 10% of the cash compensation  reported for the
fiscal year ended December 31, 1997.

      Compensation of Directors

     Standard  Arrangements.  In 1992,  Mr.  Scanlan was not paid for  attending
director meetings;  however, he received a stock option entitling him to acquire
up to 40,000 restricted shares at a per share price of $.038. In 1993, the board
approved  compensating Mr. Scanlan with 3,500 shares of restricted  common stock
for attending each board  meeting.  Since 1993, Mr Scanlan has earned a total of
49,000 shares that have not been issued as of December 31, 1997.

     Other Arrangements. On November 24, 1992, the Board of Directors authorized
the issuance of 800,000 shares of the Company's common stock to officers in lieu
of  compensation  valued at $30,000 ($.038 per share).  Since Mr. Knight and Mr.
Salmen will each receive 400,000 shares (total of 800,000) on January 1, 1993, a
forfeiture  provision based on their continued  employment was made part of this
issuance. On January 1, 1996, all these shares became fully vested.

     The Directors also authorized the issuance of two convertible  notes in the
amount of $25,000 each for  compensation  due  officers but unpaid  during 1992.
These two notes were  issued  during  1994.  Each note,  can be  converted  into
657,894  shares  of  common  stock  ($.038  per  share)  or  repaid in cash with
interest. Each note has interest payable at the rate of 19% per annum.

     Additionally,  the  Board  of  Directors  authorized  on July 1,  1993  the
issuance of 315,790  shares to the officers  for previous  expenses and salaries
that were not paid in 1993 and 1992.  Each  officer  was owed $6,000 in salaries
and car  allowance  that was unpaid as of March 31, 1993.  This total of $12,000
was  converted  into 315,790  shares of common stock at the  conversion  rate of
$.038 per share.





ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  shows as of  December  31,  1997,  the shares of the
Company's  $.025 par value common stock  beneficially  owned by each director of
the Company,  by all the officers and  directors as a group,  and by each person
known to the Company who owns more than 5% of the Company's common stock.

                              Amount of Beneficial
Name and Address                Ownership (1)           Percent of Class
----------------              ------------------        ----------------

Paul F. Knight                   1,230,574(2)                      32.5%
Larry J. Salmen                  1,193,764(2)                      31.5%
Michael Scanlan                    188,000(2)                       5.3%
All Officers and Directors
as a Group (Three Persons)       2,611,338(2)                      63.0%
                                                           -------------

      (1) Beneficial  owners listed have sole voting and  investment  power with
respect to the shares unless otherwise indicated.

      (2)  Includes  presently  exercisable  options of  300,000  each to Messrs
Knight and Salmen and 60,000 to Mr. Scanlan.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Company  granted  stock  options to officers and directors - see Item 11 of this
report.  The Company  also  authorized  the  issuance  of stock to officers  and
directors in lieu of compensation - see Item 11 of this report.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

      (a)(1)  Financial Statements:
      Index to Financial Statements
      Independent Auditor's Report
      Balance  Sheet - December 31, 1996 and 1997  Statement of Operations - for
      the Years Ended December 31,
        1996 and 1997
      Statement of Changes in Stockholders' Equity - for the
        years ended December 31, 1996 and 1997
      Statement of Cash Flows - for the Years Ended December 31,
        1996 and 1997
      Notes to Financial Statements

      (a)(2)  Schedules:

            none
<PAGE>


      (b)  8-K Reports:

            none

      (c)  Exhibits:

            Exhibit 27 - Financial Data Schedule

<PAGE>

                                INFOAMERICA, INC.

                          INDEX TO FINANCIAL STATEMENTS



Report of Independent Certified Public Accountants...........................F-2

Balance Sheet - December 31, 1996 and 1997...................................F-3

Statement of Operations - Years Ended December 31,
   1996 and 1997.............................................................F-5

Statement of Changes in Stockholders' Equity -
   Years Ended December 31, 1996 and 1997....................................F-6

Statement of Cash Flows - Years Ended December 31,
   1996 and 1997.............................................................F-7

Notes to Financial Statements................................................F-9


                                       F-1


<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
InfoAmerica, Inc.

We have audited the balance sheet of  InfoAmerica,  Inc. as of December 31, 1996
and 1997,  and the related  statements of operations,  changes in  stockholders'
equity, and cash flows for the years then ended. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based upon our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  InfoAmerica,  Inc. as of
December 31, 1996 and 1997, and the results of its operations and its cash flows
for the years then ended,  in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses and at December
31,  1997,  the  Company  has  a  working  capital  deficit  of  $132,016  and a
stockholders'  deficit of $136,715.  These  conditions raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 1. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



January 13, 1998
Denver, Colorado                                      CAUSEY DEMGEN & MOORE INC.

                                       F-2


<PAGE>



                                INFOAMERICA, INC.

                                  BALANCE SHEET

                           December 31, 1996 and 1997

                                     ASSETS
                                     ------

                                                             1996       1997
Current assets:
   Cash                                                   $ 34,201   $ 50,255
   Trade accounts receivable, net of allowance for
    doubtful accounts of $-0-                               94,487     38,632
                                                            -------    ------

    Total current assets                                   128,688     88,887

Property and equipment, at cost:
   Furniture and fixtures                                   35,344     35,344
   Computer equipment                                       70,954     75,662
   Vehicles (Note 3)                                            -      52,170
                                                                --     ------

                                                           106,298    163,176
   Less accumulated depreciation and amortization           77,376     87,635
                                                            -------    ------

    Net property and equipment                              28,922     75,541

Other assets:
   Deposits                                                  1,598      1,598
                                                             ------     -----

                                                         $ 159,208  $ 166,026
                                                         ========== =========

                             See accompanying notes.
                                       F-3

<PAGE>


                                INFOAMERICA, INC.

                                  BALANCE SHEET

                           December 31, 1996 and 1997


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                             1996       1997

Current liabilities:
   Accounts payable                                       $ 14,082   $ 10,019
   Accrued salaries and payroll taxes                        3,213      4,387
   Accrued interest (Note 2)                                42,373     52,924
   Accrued profit sharing plan contribution                 25,311     14,542
   Customer deposits                                        82,250     40,000
   Accrued bonuses and expenses due officers                61,511     63,925
   Advances payable - officers                                   -     11,979
   Current portion of notes payable (Note 3)                     -      6,972
   Convertible notes payable (Note 3)                       15,000     15,000
   Deferred revenue                                         15,000     15,000
                                                            -------    ------

    Total current liabilities                              258,740    234,748

Long-term liabilities:
   Convertible notes payable - officers (Note 2)            50,000     50,000
   Notes payable (Note 3)                                       -      31,838
                                                           --------    -------

    Total long-term liabilities                             50,000     81,838

Commitments and contingencies (Notes 3, 6 and 7)

Stockholders' equity (deficit) (Notes 2, 7 and 9):
   Preferred stock, $1 par value; 5,000,000 shares
    authorized, none issued                                      -          -
   Common stock, $.025 par value; 900,000,000 shares
    authorized, 3,405,731 shares (3,542,981 shares in
    1996) issued and outstanding                            88,572     83,356
   Additional paid-in capital                            1,977,228  1,977,228
   Accumulated deficit                                  (2,209,147)(2,211,144)
   Deferred compensation                                    (6,185)        -
                                                          ---------  ---------
    Total stockholders' equity (deficit)                  (149,532)  (150,560)
                                                          ---------  ---------

                                                         $ 159,208  $ 166,026
                                                         ========== =========


                             See accompanying notes.
                                       F-4

<PAGE>

                               INFOAMAERICA, INC.

                             STATEMENT OF OPERATIONS

                 For the years ended December 31, 1996 and 1997


                                                            1996       1997

Revenues (Note 5):
   Software sales                                        $ 723,171  $ 490,832
   Consulting and other sales                                9,174      4,770
                                                             ------     -----

    Total revenues                                         732,345    495,602

Operating costs and expenses:
   General and administration (Note 8)                     680,559    477,411
   Depreciation and amortization                             8,250     10,259
                                                             ------    ------

    Total operating costs and expenses                     688,809    487,670
                                                           --------   -------

Income from operations                                      43,536      7,932

Other income (expense):
   Interest income                                             418        791
   Interest expense                                        (12,649)   (10,720)
                                                           --------   --------

    Total other income (expense)                           (12,231)    (9,929)
                                                           --------    -------

Net income (loss) (Note 4)                                $ 31,305   $ (1,997)
                                                          =========  =========


Basic net income per share                                  $ 0.01          *
                                                            =======         =

Diluted net income per share                                $ 0.01          *
                                                            =======         =


   * less than $.01 per share



                             See accompanying notes.
                                       F-5

<PAGE>

                                INFOAMERICA, INC.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                 For the years ended December 31, 1996 and 1997

<TABLE>

                                                            
                                    Common stock           Additional                        Deferred
                                                           paid-in          Accumulated      compen-
                                   Shares    Amount        capital          deficit          sation
                 
<S>                                     
            
Balance,                               <C>      <C>               <C>                 <C>         <C>
December 31, 1995                3,351,481 $ 83,784       $ 1,974,738       $ (2,240,452)     $ (570)

Common stock issued as com-
pensation to employees at
$.038 per share, subject to
forfeiture (Note 7)                191        4,788             2,490                  -      (5,615)

Net income for the year ended
December 31, 1996                    -            -                 -              31,305           -
                                               
Balance, December 31, 1996       3,542,981   88,572         1,977,228          (2,209,147)     (6,185)

   Return of unvested shares
     issued as compensation
     (Note 7)                     (137,250)  (5,216)                -                    -      5,216

   Deferred compensation
     earned during 1997 (Note 7)         -         -                 -                   -        969

   Net income for the year ended
     December 31, 1997                   -         -                 -              (1,997)         -
                                              
Balance, December 31, 1997        3,405,731 $ 83,356        $ 1,977,228       $ (2,211,144)        $ -
                                 ========== =========       ============       =============       ===

</TABLE>

                             See accompanying notes.
                                       F-6

<PAGE>

                                INFOAMERICA, INC.

                             STATEMENT OF CASH FLOWS

                 For the years ended December 31, 1996 and 1997

                                                              1996       1997
Cash flows from operating activities:
   Net income (loss)                                      $ 31,305   $ (1,997)
   Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operations:
      Depreciation and amortization                          8,250     10,259
      Common stock issued for services                       1,663          -
      Deferred compensation earned                               -        969
      Decrease (increase) in trade accounts receivable     (34,930)    55,855
      Decrease in employee accounts receivable              10,000          -
      Decrease in accounts payable and accrued
       liabilities                                         (19,984)    (3,107)
      Increase (decrease) in accrued bonuses and
       expenses due officers                                12,858      2,414
      Decrease in customer deposits                        (10,217)   (42,250)
                                                           --------   --------

        Total adjustments                                  (32,360)    24,140
                                                           --------    ------

      Net cash provided by (used in) operations             (1,055)    22,143

Cash flows from investing activities:
   Purchase of property and equipment                      (11,354)   (16,687)

Cash flows from financing activities:
   Advances from officers                                        -     11,979
   Payments on notes payable                                     -     (1,381)
   Repayments of capital lease obligations                  (2,268)        -
                                                            -------        -

      Net cash provided by (used in) financing activities   (2,268)    10,598
                                                            -------    ------

Net increase (decrease) in cash                            (14,677)    16,054

Cash balance at beginning of year                           48,878     34,201
                                                            -------    ------

Cash balance at end of year                               $ 34,201   $ 50,255
                                                          =========  ========

Supplemental disclosure of cash flow information:

   Interest paid during the period                         $ 1,704      $ 974
                                                           ========     =====


                         (Continued on following page) See accompanying notes.
                                       F-7

<PAGE>

                                INFOAMERICA, INC.

                             STATEMENT OF CASH FLOWS

                 For the years ended December 31, 1996 and 1997


                         (Continued from preceding page)



Supplemental disclosure of non-cash investing and financing activities:

During the year ended  December  31,  1996,  the  Company's  Board of  Directors
approved  the  issuance  of 191,500  shares of the  Company's  common  stock for
services  valued  at  $7,278  of which  $5,615  has been  recorded  as  deferred
compensation.

During the year ended December 31, 1997, the Company financed the acquisition of
$40,191 in vehicles by the issuance of notes payable.



                             See accompanying notes.
                                       F-8

<PAGE>

                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1997


1.    Organization and summary of significant accounting policies
-----------------------------------------------------------------


InfoAmerica, Inc. (the "Company") is in the business of developing and marketing
software applications for touch-sensitive computer display systems primarily for
national fast food chains.

Basis of presentation:

The  financial  statements  have been  prepared on a going  concern  basis which
contemplates  the  realization  of assets and  liquidation of liabilities in the
ordinary course of business. As shown in the accompanying  financial statements,
the Company  has  incurred  significant  losses and at December  31,  1997,  the
Company has a working capital deficit of $145,861 and a stockholders' deficit of
$150,560.  As a result,  substantial doubt exists about the Company's ability to
continue to fund future operations using its existing resources.

The Company intends to reduce operating  expenses where  appropriate and attempt
to  secure  consulting  contracts  with  current  as well as new  customers.  In
addition, the Company has been pursuing debt and equity financing to support its
fast food  business  strategy  and  intends  to settle  outstanding  debt by the
issuance of common stock, where possible.  Although the Company is hopeful these
cost cutting and revenue generating  strategies will be successful,  there is no
assurance  that  sufficient  cash  flows  will  be  generated  to  fund  current
operations.

The financial  statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.

Revenue recognition policy:

Revenue  from the sale of  equipment  and software  systems is  recognized  upon
delivery and  installation of the system in situations  where the Company has no
significant  obligations after the sale, or ratably over the term of the support
agreement for the software portion of the sale where the Company has significant
obligations after the sale.

Use of estimates:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


                                       F-9


<PAGE>



                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1997



1.    Organization and summary of significant accounting policies (continued)
-----------------------------------------------------------------------------

Property and equipment:

Property and equipment are recorded at cost.  Depreciation is provided using the
straight-line and accelerated methods over the assets' estimated useful lives of
three to five years.

Software development costs:

Costs to develop and enhance  software  under  contracts with third parties have
been charged to expense as incurred.

Costs incurred to establish the  technological  feasibility of computer software
to be sold are  research  and  development  costs,  and  charged  to  expense as
incurred.  Software  development  costs incurred  subsequent to establishment of
technological  feasibility  are  capitalized and amortized on the greater of the
straight-line  method over the remaining  estimated economic life of the product
or the estimate of current and future revenue for the related software product.

Income taxes:

The Company  accounts for income taxes under the liability  method in accordance
with Statement of Financial  Accounting Standards No. 109, Accounting for Income
Taxes,  under which  deferred  income taxes are provided  based upon enacted tax
laws and rates applicable to the periods in which the taxes become payable.

Net income per share:

During 1997, the Company adopted Statement of Financial Accounting Standards No.
128, Earnings per Share.  Basic net income per share of common stock is computed
using the  weighted  average  number of shares  outstanding  during each period.
Basic net income per share includes the shares of common stock pending  issuance
as if the shares were outstanding for all of the periods  presented and excludes
shares issued which have not vested (the weighted  average  number of shares was
approximately 3,599,000 and 3,660,000 for 1996 and 1997, respectively).

Diluted  net income per share  gives  effect to all  dilutive  potential  common
shares that were  outstanding  during the years.  The weighted average number of
shares  was   approximately   3,728,000   and   3,660,000  for  1996  and  1997,
respectively.

Fair value of financial instruments:

The following  methods and  assumptions  were used to estimate the fair value of
each financial instrument for which it is practicable to estimate that value:


                                      F-10

<PAGE>

                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1997


1.    Organization and summary of significant accounting policies (continued)
-----------------------------------------------------------------------------

For cash, cash equivalents,  and trade accounts receivable,  the carrying amount
is assumed to approximate  fair value due to the short-term  maturities of these
instruments.

The carrying  amounts of the  Company's  notes  payable  approximate  their fair
value, estimated by discounted cash flow analyses based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.

Cash flows:

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt instruments  purchased with a maturity of three months or less to be
cash equivalents.

Credit risk:

Financial instruments which potentially subject the Company to concentrations of
credit risk  consist  principally  of trade  receivables.  The Company  provides
credit,  in the normal  course of  business,  to its  customers.  The Company is
directly affected by the well-being of two major customers,  which accounted for
approximately 100% of all revenue in 1997.

2.    Related party transactions
--------------------------------

During 1994, the Company issued $50,000 of convertible  subordinated  promissory
notes in exchange for accrued  bonuses and expenses  owed to two officers of the
Company.  Interest  is payable  quarterly  at the rate of 19% per annum upon the
attainment  of  certain  financial  goals or upon  conversion  of the notes into
common  stock of the  Company.  The notes are  convertible  at the option of the
holder into  1,315,790  shares of common  stock of the Company in the  aggregate
($.038 per share) and are unsecured. The notes had a maturity date of January 1,
1996 and  technically are in default.  However,  due to their  subordination  to
other  liabilities  and the  intent of the  officers,  the notes are  considered
long-term  liabilities.  As of December  31,  1996 and 1997,  accrued but unpaid
interest amounted to $38,000 and $47,500, respectively.

3.    Notes payable
-------------------

During  July 1992,  the  Company  borrowed  an  aggregate  of  $10,000  from two
individuals.  The  notes  bear  interest  at the  rate of 7% per  annum  and all
principal and accrued interest was due in July 1995. The notes are in default at
December 31, 1996 and 1997.  During June 1993, the Company  borrowed $5,000 from
an individual  evidenced by a note bearing  interest at 7% per annum maturing in
June 1996 and the note is in default at December 31, 1996 and 1997.  Each of the
three  notes are secured by 21,000  shares of the  Company's  common  stock plus
accrued  interest.  The notes are  convertible  at the option of the lender into
21,000 shares of the Company's common stock each or, if the Company successfully
completes a public offering of its common

                                      F-11


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1997

3.    Notes payable (continued)
-------------------------------

stock each of the notes are  convertible  at the  option of the lender  into (1)
21,000 shares of the Company's common stock plus accrued interest or (2) $25,000
plus accrued interest and 10,500 shares of the Company's common stock.

During 1997, the Company financed the acquisition of vehicles by the issuance of
notes  payable.  The notes bear interest at rates  between 6.90% and 8.15%,  are
payable  monthly  through October 2002 at $808 in the aggregate and the vehicles
are pledged as collateral on the notes.  Principal maturities of these notes are
as follows:

               Year ended December 31,:
                        1998                              $ 6,972
                        1999                                7,525
                        2000                                8,121
                        2001                                8,766
                        2002                                7,426
                                                          -------
               Principal balance                          $38,810
                                                          =======
4.    Income taxes
------------------

No provision  for income taxes is required for 1996 and 1997,  since the Company
has net operating loss carryforwards.

As of December 31, 1996 and 1997,  total  deferred tax assets,  liabilities  and
valuation allowance are as follows:

                                                           1996        1997

Deferred tax assets                                    $ 28,300    $ 17,400
Deferred tax assets resulting from loss carryforward    359,400     364,500
Valuation allowance                                    (387,700)   (381,900)
                                                       ---------   ---------

                                                       $      -    $      -
                                                       =========   ========



At December 31, 1997,  the Company had a net operating  loss for tax purposes of
approximately $1,402,000 which, if not utilized, will expire as follows:


                                      F-12


<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1997

4.    Income taxes (continued)
------------------------------

                 December 31,
                     2000                         $ 185,000
                     2001                           283,000
                     2002                           112,000
                     2005                           133,000
                     2006                           317,000
                     2007                           166,000
                     2008                            88,000
                     2010                           118,000
                                                    -------

                                                $ 1,402,000
                                                ===========

The net operating loss for financial  reporting  purposes  differs from that for
tax  purposes  primarily  due to  differences  in  recording  depreciation,  the
compensatory  element of stock options, and common stock issued for services and
extinguishment of debt.

5.      Major customers
-----------------------

The  following  table  summarizes  sales to major  customers for the years ended
December 31, 1996 and 1997, respectively.

                           1996                 1997
                           ----                 ----
Customer #1                 84%                  64%
Customer #2                  *                   36%

*  less than 10%


6.      Commitments and contingencies
-------------------------------------

Lease commitments:

The Company has a lease  agreement  for its office  space  expiring  November 1,
1999.  Future  minimum lease  payments under this lease as of December 31, 1997,
are as follows:

            Year ending December 31

                     1998                         $ 13,717
                     1999                           11,431
                                                  --------

                                                  $ 25,148
                                                  ========

Rent  expense for the years ended  December  31, 1996 and 1997,  was $17,002 and
$17,932, respectively.

                                      F-13

<PAGE>

                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1997

6.      Commitments and contingencies (continued)
-------------------------------------------------

Employment agreements:

In June,  1989, the Company entered into three year  employment  agreements with
two officers  which contain  self-renewing  terms,  subject to the option of the
Company to terminate the self-renewing provision near the end of each three year
term. The agreements provide severance benefits under certain conditions, of the
greater  of  two  times  annual  salary  or  $180,000  each,  are  payable  upon
termination  of  employment.  The aggregate  estimated  contingency  under these
agreements at December 31, 1997 is $360,000.

7.      Common stock
--------------------

Incentive stock option plan:

On March 1, 1984, the stockholders  approved an incentive stock option plan (the
"plan") for key  employees,  officers and  directors  of the  Company,  covering
64,000 shares of common stock.  Under the terms of the plan,  the purchase price
of the shares  granted will not be less than the estimated  fair market value at
the date of grant unless the purchaser  owns more than 5% of the total  combined
voting  power of all  classes  of stock on the date of grant,  in which case the
purchase price shall not be less than 110% of the estimated fair market value at
the date of grant.  Options granted are exercisable for periods from two to five
years  from the date of the grant for  stockholders  owning  more than 5% of the
total combined  voting power of the Company's  stock.  Options  granted to other
employees  are  exercisable  for periods  from two to ten years from the date of
grant.  The  plan  contains   provisions  that  permit  the  granting  of  stock
appreciation  rights by the committee that  administers the plan. The rights may
be exercised  by  surrendering  the option and  receiving an amount equal to the
difference  in the fair market value of the shares on the date of surrender  and
the option price of such shares.

All  previously  issued  options have been canceled under the terms of the plan,
and options covering the 64,000 shares of common stock reserved for the plan are
available for issuance.

Stock options:

On September 27, 1991, the Company  granted  options to purchase an aggregate of
880,000 shares of common stock to three officers and directors as follows:

      Shares      Option price       Vesting date      Expiration date

      220,000        $0.09           October 1, 1991   September 30, 1997
      220,000         0.11           October 1, 1992   September 30, 1998
      220,000         0.13           October 1, 1993   September 30, 1999
      220,000         0.15           October 1, 1994   September 30, 2000


                                      F-14


<PAGE>



                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1997

7.      Common stock (continued)
--------------------------------

On November 24, 1992, the Company granted an option to purchase 40,000 shares of
the Company's common stock to a director exercisable at $.038 per share.

As of December 31, 1997, none of the above options have been  exercised,  and no
compensation  expense has been recorded relating to the options granted.  During
the year ended  December 31,  1997,  options to purchase  220,000  shares of the
Company's common stock expired.

Stock grants:

During  April 1993,  the Company  issued an  aggregate  of 60,000  shares of the
Company's  common  stock to two  employees,  which  stock vests  one-third  each
January 1 commencing January 1, 1994.  Compensation  expense with respect to the
above shares is being  amortized  over the  restriction  period,  resulting in a
charge against operations of $570 for 1997.

During  February 1996, the Company issued 191,500 shares of common stock to five
employees,  which stock vests over a period of four years.  Compensation expense
with respect to the above shares is being amortized over the restriction period,
resulting in a charge  against  operations of $1,663 and $399 for 1996 and 1997,
respectively.  The remaining deferred  compensation of $5,216 was offset against
common stock when the unvested shares were returned in 1997.

Common stock to be issued:

Due to the Company's  cash flow problems in prior years,  the Company  agreed to
issue stock in order to pay certain accounts payable;  however,  due to the lack
of funds,  the Company could not afford to physically  issue the shares.  All of
the shares  promised have been issued except for 40,000 shares as  consideration
for making  loans,  40,000  shares for  conversion  of debt into  equity and 699
shares for services  rendered for a total of 80,699 shares of common stock to be
issued, as of December 31, 1996 and 1997.

Contingent issuance of common stock:

As of December  31,  1997,  the Company  has agreed to issue  175,500  shares of
common stock for the  performance  of services to the Company  valued at between
$.025 and $.038 per share. This liability is reflected as accrued salaries until
such time as the shares of stock are issued.

In September 1996 the Company entered into a two year consulting  agreement with
a nonaffiliated entity. Under the agreement the consultant was to provide advice
and  assistance to the Company in connection  with  identifying,  qualifying and
negotiating  with  candidates for a merger with the Company.  As compensation to
the advisor,  the Company was to issue options to purchase up to 300,000  shares
of the Company's common stock at various prices,  and warrants to purchase up to
1% of the outstanding common stock.

                                      F-15

<PAGE>


                                INFOAMERICA, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1997

7.      Common stock (continued)
--------------------------------

The  Company's  obligation  to the  consultant  was  intended  to be  subject to
completion of acceptable transactions. The Company considers that obligations of
the Company under the agreement  have  terminated due to  nonperformance  by the
consultant.  Certain  ambiguities  in the  agreement  could be  subject to other
interpretation,  although the Company would vigorously  contest any assertion by
the consultant that compensation is owed under the agreement.

8.      Retirement plan
-----------------------

The Company  maintains a 401(k) plan for the benefit of substantially all of its
employees.  The amount of the Company's  contribution is determined  annually by
the Board of Directors.  During 1996 and 1997, the Company recognized expense in
the amount of $7,924 and $8,632, respectively.





9.      Subsequent event
------------------------

During January 1998, the Company's Board of Directors authorized the issuance of
140,000 shares of the Company's common stock to an employee of the Company.  The
stock would vest 35,000  shares each January 1,  commencing  January 1, 1999 for
continued employment with the Company.

                                      F-16


<PAGE>
 
     Pursuant to the requirements of Section 13 of the Securities Exchange Act 
of 1934, the Registrant duly has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

     Dated: April 18, 1997.

                                                       INFOAMERICA, INC.
                                                       

                                                       By /s/ Paul Knight
                                                       Paul F. Knight, Principal
                                                       Executive, Financial and
                                                       Accounting Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:

Date           Name and Title           Signature

April 6, 1998  Paul F. Knight,          /s/ Paul F. Knight
               Director

April 6, 1998  Larry J. Salem,          /s/ Larry J. Salem
               Director

               Michael J. Scanlan,
               Director