UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-KSB
(Mark One)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [Fee Required]
      For the fiscal year ended February 28, 1997

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [No Fee Required]
      For the transition period from __________to ___________

                                   Commission File Number:  033-05844-NY
                                                           ---------------
                            WEALTH INTERNATIONAL, INC.
                            --------------------------
               (Name of small business issuer in its charter)

        Nevada                                              87-0443026
-----------------------------------------------------------------------------
(State of incorporation)                                 (I.R.S. Employer
                                                        Identification No.)

5152 North Edgewood Drive, Suite 250, Provo, Utah                   84604
-----------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number: (801) 426-1500   
                          -------------------
Securities registered pursuant to Section 12(b) of the Act:

Title of each class:                                  Name of each exchange
                                                      on which registered:
Common Stock, $0.001 par value                                 None            
------------------------------------------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:  None   
                                                           ---------
     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.   
 Yes [ ]     No [X]

     Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the 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. [ ]

     Issuer's revenues for its most recent fiscal year: $1,946,942           
                                                       -------------

     Aggregate market value of the voting stock of the issuer held by non-
affiliates on August 26, 1997, based upon a closing sale price of $2.00 per
share, was approximately $5,004,892.  Shares of the issuer's common stock
held by officers and directors, and other persons that may be deemed
"affiliates" of the issuer, have been excluded from calculation of such
aggregate market value.

     The number of shares outstanding of the issuer's common stock as of
August 26, 1997 was 13,417,776 shares.

      Transitional Small Business Disclosure Format (Check One):  Yes [ ]    
No [X]

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<PAGE>

                         FORWARD-LOOKING STATEMENTS
     IN ADDITION TO HISTORICAL INFORMATION, THIS FORM 10-KSB ANNUAL REPORT
CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, AND THE COMPANY DESIRES TO
FALL WITHIN THE "SAFE HARBOR" PROVISIONS THEREOF.  THIS STATEMENT IS
INCLUDED HEREIN FOR THE EXPRESS PURPOSE OF AVAILING THE COMPANY OF THE
PROTECTIONS OF SUCH SAFE HARBOR WITH RESPECT TO ALL OF THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN.  SUCH FORWARD-LOOKING STATEMENTS REFLECT THE
CURRENT VIEWS OF THE COMPANY AND ITS MANAGEMENT WITH RESPECT TO FUTURE
EVENTS AND FINANCIAL PERFORMANCE, AND ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER SUBSTANTIALLY FROM
HISTORICAL RESULTS OR ANTICIPATED RESULTS.  IN THIS ANNUAL REPORT, THE WORDS
"ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS," "FUTURE," "PROJECTED" AND
SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS.  READERS ARE
CAUTIONED TO CONSIDER SPECIFIC RISK FACTORS DESCRIBED HEREIN (SEE ITEM 6
"MANAGEMENT'S PLAN OF OPERATIONS," UNDER THE SUBHEADING "FACTORS THAT COULD
AFFECT THE COMPANY'S ABILITY TO ACHIEVE ITS OBJECTIVES") AND NOT TO PLACE
UNDUE DISCUSSION AND ANALYSIS, OR RELIANCE, ON THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN, WHICH SPEAK ONLY AS OF THE DATE HEREOF.  THE
COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE
HEREOF.


ii

<PAGE>                   WEALTH INTERNATIONAL, INC.

          FORM 10-KSB FOR FISCAL YEAR ENDED FEBRUARY 28, 1997

                                   INDEX

                                                                 Page
PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                    1
           GENERAL INFORMATION                                      1
           BUSINESS ON THE INTERNET                                 1
           THE WI MARKETPLACE CONCEPT                               2
           WI MARKETPLACE PRODUCTS AND SERVICES                     3
           GOVERNMENT REGULATION                                    5
           COMPETITION                                              5
           PROPRIETARY RIGHTS                                       6
           CORPORATE ORGANIZATIONAL HISTORY                         6
           OTHER INFORMATION                                        7
ITEM 2.  DESCRIPTION OF PROPERTIES                                  7
ITEM 3.  LEGAL PROCEEDINGS                                          8
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY                8
         HOLDERS

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED                       8
         STOCKHOLDER MATTERS.
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN               9
         OF OPERATION                                        
ITEM 7.  FINANCIAL STATEMENTS                                      17
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS             17
         ON ACCOUNTING AND FINANCIAL DISCLOSURE
          
PART III
          
ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND              17
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
         OF THE EXCHANGE ACT
ITEM 10. EXECUTIVE COMPENSATION                                    20
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL                  22
         OWNERS AND MANAGEMENT
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS            23
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND                24
         REPORTS ON FORM 8-K
          
SIGNATURES                                                         26


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                                    PART I

Item 1.     Description of Business.

GENERAL INFORMATION

     Wealth International, Inc., a Nevada corporation (the "Company" or
"WI"), through its wholly-owned subsidiary, World Internet Marketplace,
Inc., a Utah corporation ("WI Marketplace"), is engaged in the direct
distribution of products and services relating to commerce on the Internet. 
Such products and services are sold and distributed through an extensive and
growing network of independent distributors.  Unless otherwise noted herein
or implied in context, reference to "WI" or the "Company" means Wealth
International, Inc., a Nevada corporation, including its subsidiary, WI
Marketplace.

     Substantially all of the Company's revenues are derived from two
general categories of products and services provided by WI Marketplace. 
First, WI Marketplace provides products and services directly relating to
the Internet and the World Wide Web, including personal and commercial web
site development and maintenance and Internet training.  Second, WI
Marketplace operates a "virtual mall" (the "WI Mall") on an Internet site on
the World Wide Web, at the domain name address "www.wimall.com".  The WI
Mall functions as an online department store, offering a selection of over
20,000 products grouped into numerous categories, such as electronics,
computers, sporting goods, apparel, jewelry and others.
     
     At present, the Company intends to expand its offering of Internet-
related products to include state-of-the-art software and other materials
designed to train Internet users on effective utilization of the Internet
for online commerce, and other educational uses.

BUSINESS ON THE INTERNET

     The number of people who access the Internet is steadily increasing. 
Current statistics provided by a recent Commerce Net/Nielsen Media survey
shows that 23% of the total population of the United States and Canada (or
approximately 50.6 million people) are regularly using the Internet.  Other
groups, such as Jupiter Communications, have estimated that at least 20
million people access the Internet at least once every week.  Various
surveys have indicated that this number is increasing exponentially.

     The huge number of world-wide users, and the relative ease of use, has
made the Internet an  attractive and increasingly popular medium for a
variety of online businesses.  International Data Corporation has estimated
that the volume of Internet commerce will grow from approximately $318
million in 1995 to nearly $100 billion annually by the year 2000. 
Advertising, marketing, training, research and direct sales are all examples
of business applications for the Internet.  Mass marketing over the Internet
has already begun to eliminate the need for costly print advertising. 
Likewise, "middleman" distributors are diminishing in significance as
manufacturers begin to sell their products directly to consumers over the
Internet.  Unlike traditional retailers, Internet retailers do not incur
cumbersome costs of managing and maintaining a significant tangible
infrastructure, such as a store or chain of stores, or the costs of
advertising and mailing. These costs savings, and 

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the rapid communication capabilities of the Internet, allows for potential
access to a large, global customer base at a relatively low economic cost.

          Challenges to Successful Online Commerce

     One challenge to selling products or services on the Internet is
advertising or web site popularization.  The number of web sites on the
Internet is innumerable, and is increasing daily.  Many online businesses
may fail due to a lack of "traffic" to their web site.  Online businesses
can advertise their web site through traditional means.  For example, a
company might advertise its web site in its television commercials by
showing a subtitle of its domain name address.  The web sites of other
online businesses are popularized through "links" from other sites, or by
receiving recognition for superior graphics or layout from an online rating
service, "browser" or "search engine."

     Another challenge for Internet commerce derives from the constantly
changing demographics of Internet users.  The September 1997 issue of
Information Strategy Online states that half of the Internet users were
professionals and managers only a year ago.  At present, that proportion has
dropped closer to 39%, and continues to fall.  Women are the fastest growing
segment of the Internet population, now accounting for more than 40% of all
users.  Shifting demographics present a challenge to Internet commerce to
deal effectively with a wide variety of users, all at varying levels of
technological sophistication.
 
     Still another challenge is presented by the rapid technological changes
confronting Internet commerce.  To remain competitive, an online business
must stay abreast of newly emerging industry standards and new technologies. 
However, for smaller businesses or individuals, it is often cost-prohibitive
to make every new enhancement or improvement to the responsiveness,
functionality and appearance of an Internet site.  The inability to adapt in
the face of rapid technological changes in Internet technologies, however,
can render an Internet site obsolete.  

THE WI MARKETPLACE CONCEPT 

          A Network of Independent Internet Storefront Owners

     WI Marketplace has developed a personalized method of Internet commerce
designed to meet such challenges on behalf of smaller business and
individuals.  WI Marketplace popularizes the WI Mall web site through a
direct distribution organization of Independent Storefront Owners ("ISOs"). 
Such ISOs market and sell the products and services offered in the WI Mall,
as well as other Internet-related products and services, such as personal
web site design, development and maintenance.  Each ISO owns a "storefront"
to the WI Mall, through which they can access the WI Mall, as well as
provide similar access to their customers.  See "Description of Business WI
Marketplace Products and Services."

     The philosophy of network marketing or direct distribution is based on
the idea that a strong, personal recommendation from someone who has had a
favorable experience with the WI Marketplace products and services is more
persuasive advertising than an impersonal recommendation from a total
stranger.  Under the WI Marketplace compensation plan, substantially all of
the products and services provided by WI Marketplace are exclusively sold to
and distributed by the ISOs.  The ISOs are not agents or employees of the
Company or WI Marketplace, but rather 

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contract with WI Marketplace to become authorized independent distributors
who can purchase products and services directly from WI Marketplace for
resale or personal consumption.

     According to surveys of the industry, more than $75 billion of products
and services were sold annually in recent years by direct distribution
methods.  This industry has been growing rapidly, a significant cause of
which has been the increasing worldwide use of the Internet.  The resulting
capabilities of rapid communication, combined with the consequential
decreasing significance of geographical borders, makes direct distribution
an attractive replacement for traditional localized retail stores.  The
Company believes that the WI Marketplace network marketing approach to
selling its products and services is superior to traditional retailing in a
number of ways: (1) a consumer can be introduced to a product by a friend or
family member, which can be a much more convenient and reliable source of
information than a print advertisement or the like; (2) a consumer can
receive personalized information from an ISO, who has personal experience
with the products and services provided by WI Marketplace; and (3) an ISO is
much more likely to follow-up with a consumer, who is a friend or family
member, to offer assistance and product updates.

     The Company's success, and the success of its subsidiary, is contingent
upon the success of its ISOs.  See "Management's Discussion and Analysis or
Plan of Operation Certain Factors Expected to Impact Operating
Results Reliance on Network of ISOs."  As a result, WI Marketplace has
developed an ISO Service Center to provide customer service to its ISOs.  In
this regard, WI Marketplace produces pamphlets, video and audio tapes, and
seminar programs to educate ISOs and their customers.  See "Description of
Business WI Marketplace Products and Services."  These training materials
are produced both internally and in conjunction with leaders in the direct
distribution training industry.  From time to time, WI Marketplace engages
the services of outside experts in the direct distribution consultation and
training field to provide additional support to the ISOs.

WI MARKETPLACE PRODUCTS AND SERVICES

     The products and services offered by WI Marketplace generally consist
of personal and commercial Internet sites; various merchandise catalogued
and displayed on the WI Mall; and educational, training and sales aids
products.

          Personal and Commercial Internet Sites

     WI Marketplace employs a staff of in-house computer programmers and
Internet site developers, offering customized design services to
individuals, as well as businesses and organizations.  At present, the
majority of new Internet site design services performed by WI Marketplace
are directed at personal sites for new ISOs.

     Upon approval of a properly completed application form, a new ISO may
purchase a personalized Internet site that, among other things, links
directly to the WI Mall.  Software applications developed by WI Marketplace,
and available to its customers, allow any ISO Internet site owner to easily
customize and update their individual site online, at no additional charge. 
Because of economies resulting from its substantial experience in creating
ISO Internet sites, WI Marketplace is able to offer ISO Internet site design
services at a price it believes is affordable to new participants in the WI
Marketplace program.

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<PAGE>

               The WI Mall and Merchandise

     The WI Mall, located at "http://www.wimall.com," is a diversified,
online department store.  In the WI Mall, WI Marketplace uses state-of-the-
art technology to deliver a visually appealing and user-friendly Internet
shopping site. The WI Mall offers a daily "Deal of the Day," which highlights
particular bargains, as well as periodic drawings for various free items. 
"Point-and-click" technology allows customers of the WI Mall to browse
through a variety of product categories, or "stores," in the WI Mall gallery,
placing items into, or removing items from, a virtual "shopping basket."  To
make a purchase, customers are guided through a payment process, including
online submission of shipping details and credit card information.

     Customers of the WI Mall obtain access through the ISOs' Internet
sites, called "storefronts," which link directly into the WI Mall. ISOs
promote and advertise their "storefront" in a manner similar to a store owner
in a traditional, real estate based mall or department store, as well as
through methods of modern, electronic communication.  ISOs market the
products catalogued in the WI Mall and offer training in Internet use and
online commerce to their customers.  The WI Mall may be viewed by visitors
at the WI Mall domain name address set forth above; however, actual
purchases of merchandise offered in the WI Mall may be made by a customer
only if such customer entered through a "storefront" linked to the WI Mall,
and owned and operated by an ISO.  Visitors and potential customers who
access the WI Mall through other means are invited to browse, and, if they
want to make a purchase, are offered simple instructions on how to proceed.

     A proprietary software tracking system, called "WI Link," enables WI
Marketplace to track and record each sale of merchandise that occurs through
a particular "storefront."  The ISO who owns such "storefront" is
automatically credited with sales commissions, in accordance with the WI
Marketplace compensation program.

     WI Marketplace stocks the WI Mall with a broad spectrum of products,
including well-known, brand name products in various categories.  Categories
currently offered in the WI Mall include clothing, electronics, computers
and peripherals, sporting goods, books, music, toys and travel.  The
products actually offered and catalogued in the WI Mall are changed and
updated from time to time, adding new product categories and eliminating old
ones.

     WI Marketplace employs a staff of buyers who identify and negotiate
vendor and supplier arrangements with manufacturers and distributors.  In
general, products purchased in the WI Mall are shipped to the purchaser
directly from the manufacturer, which eliminates excessive warehousing
costs.  As of September 1, 1997, there were more than 4,000 products
catalogued in the WI Mall.  Due to the volume of traffic in the WI Mall,
which exceeded 4,000,000 "hits" per month as of August 1997, WI Marketplace
anticipates that the pricing terms that can be obtained from manufacturers
will improve.

               Sales Aids

     WI Marketplace produces and sells various informational and educational
materials to assist its direct distributors in building their own
businesses, and in marketing and distributing the products and services
offered by WI Marketplace.  Among such materials are advertising brochures,
pamphlets, and signage; Internet-related educational and training materials;
product brochures

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<PAGE>
describing the WI Marketplace products and services; audio tapes describing
WI Marketplace, explaining methods of direct distribution, and offering
training and support; and business forms and lists designed to assist
individual direct distributors in operating an effective business.

     WI Marketplace prepares the sales aids through a variety of means,
including in-house design and preparation.  In addition, WI Marketplace
contracts with outside producers with experience or expertise in Internet
commerce, business development training, and direct distribution methods. 
Sales aids are generally produced, printed or recorded by third parties
specializing in such industries. 
          
GOVERNMENT REGULATION

     The Company's business activities are subject to certain laws and
regulations.  In particular, the Federal Trade Commission ("FTC") has
implemented regulations designed to prevent the use of deceptive or
fraudulent business practices associated with illegal schemes or "scams"
that are sometimes broadly associated with the network marketing or direct
distribution industry.  Specifically, the FTC has prohibited certain
business practices characterizing "pyramid schemes" or "chain sales," such
as unusually high sign-up fees, pressurized recruiting tactics, claims of
huge and easy financial rewards for minimal efforts, and mandatory
sponsorship of new distributors.

     The Company believes that it is in compliance with applicable laws and
governmental regulations.  However, there can be no assurance that future
regulatory action or new legislation, perhaps concerning the Internet, will
not have an adverse effect on the Company and its business operations.

COMPETITION

     Internet Commerce.  The Internet commerce market is rapidly expanding
and is intensely competitive.  The Company competes directly with other
companies that offer web-based shopping and personal Internet training and
web site development.  In so competing, the Company emphasizes the low cost
of the products and services offered on the WI Mall, and the high-quality
Internet services provided by the Company.  In addition, the Company
competes by facilitating a network distribution system that is relatively
unique in the Internet commerce industry.  However, many of the Company's
competitors have substantially greater name recognition and financial
resources than the Company.  Another competitive obstacle is the purchasing
preference of many consumers, which tends toward the traditional retail
marketing channels.  As a result, there can be no assurance that the
Company's business and results of operations will not be affected materially
by market conditions and competition in the future.

     Direct Distribution.  The Company also competes in a general sense with
other direct distribution and network marketing companies, some of which
have a longer operating history, greater name recognition, and superior
funding.  Some of the leading network marketing companies are Amway
Corporation and its affiliates, Nu Skin International, Inc. and its
affiliates, and Rexall Showcase International, among others.  The Company
competes for new ISOs based on its compensation plan and its unique
Internet-related and high-quality WI Mall products and services.  Management
envisions that the number of companies involved in direct distribution
marketing will increase over the next several years as such a selling method
becomes more common.  The Company is aware of numerous Internet-related
companies that could launch direct distribution

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<PAGE>
businesses in direct competition with the Company.  There can be no
assurance that the Company will be able to succeed in such an expanding and
competitive market.

PROPRIETARY RIGHTS

     The Company is in the process of registering trademarks in certain
corporate and product names.  The WI Mall domain name address is registered
to the Company for its exclusive use by Network Solutions, Inc., the domain
name registry of InterNIC.  The Company believes that acquisition and
protection of proprietary rights will be important in enabling the Company
to compete in the Internet and direct distribution markets.

     The Company also relies on trade secrets that it protects, in part,
through confidentiality agreements with relevant employees and other
parties.  There can be no assurance that these confidentiality agreements
will not be breached, that the Company would have adequate remedies in case
of such a breach, or that the Company's trade secrets will not otherwise be
independently discovered by its competitors.  The Company may become
involved in litigation to determine the enforceability and validity of its
proprietary rights.  Any such litigation could result in substantial cost to
the Company and divert the efforts of its management and technical
personnel.

CORPORATE ORGANIZATIONAL HISTORY

     The Company was incorporated on March 17, 1986, with authorized common
stock of 500,000,000 shares at $0.001 par value.  

     On August 27, 1996, the Company effected a reverse stock split on a 250
for 1 basis, and acquired all of the stock of Wealth International, Inc., a
Utah corporation ("Wealth Utah"), in exchange for 4,200,000 shares of the
Company's common stock (the "Exchange").  The Exchange was deemed a reverse
acquisition, and the shareholders of Wealth Utah became the controlling
shareholders of the Company.  As a result of this transaction, Wealth Utah
became a wholly-owned subsidiary of the Company.  On October 25, 1996, the
Company's common stock was forward split on a 4 for 1 basis.

     Prior to August 27, 1996, the Company was essentially a dormant
corporation, with no material assets or liabilities.  The Company's only
material transaction in the three fiscal years prior to August 27, 1996,
involved the acquisition on June 7, 1994 of Louis Siegal Associates, Inc., a
California corporation ("LSA"), in exchange for 400,000 shares of the
Company's common stock.  LSA operated several retail floor covering outlets. 
In connection with the acquisition of LSA, an additional 5,000,000 shares of
the Company's common stock was issued on October 24, 1994, for $300,000.  On
August 14, 1995, the LSA acquisition was mutually rescinded by the parties
to the transaction for failure of consideration, and 4,950,000 shares of the
Company's common stock were returned to the Company and canceled on August
17, 1995.

      On April 1, 1997, the Board of Directors of Wealth Utah approved an
amendment to its Articles of Incorporation to change its name to World
Internet Marketplace, Inc., which name change was effective July 3, 1997. 
Such corporate name change was made in order to better conform the name of
the corporation to its principal business.

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<PAGE>
OTHER INFORMATION

          Dependence on Major Customers

     WI Marketplace sells its products through a network of ISOs.  As of
September 1997, a significant portion of the total products and services
sold by WI Marketplace are sold by or through the business network of the
Home Business Group ("HBG"), a WI Marketplace ISO.  For its performance as a
WI Marketplace ISO, HBG is compensated in accordance with the WI Marketplace
compensation program.  In addition, HBG performs certain training and
marketing services for the Marketplace, for which HBG receives separate
compensation.  In its capacities as an ISO and as an independent outside
consultant, HBG is not an employee or agent of WI Marketplace, but is an
independent agent.  In this regard, WI Marketplace does not control, direct
or supervise the activities of HBG.  The Company's operating results and
financial condition could be adversely affected by a decrease in the
productivity of HBG.

          Research and Development

     Expenses characterized as research and development costs incurred by
the Company were not significant during the past two fiscal years.  Other
costs incurred by the Company in developing and programming software
applications relating to the Company's business operations, including the WI
Mall and its underlying software, were capitalized in accordance with
generally accepted accounting principles.

          Employees

     As of August 26, 1997, the Company employed 54 persons.  Of such
employees, 45 were full-time employees.

Item 2.     Description of Properties.

     In March 1997, the Company moved from its previous office space to 5152
North Edgewood Drive, Suite 250, Provo, Utah 84604 (the "Edgewood Site"),
which is now the location of the Company's headquarters and principal place
of business.  The Company initially leased 3663 square feet of space at the
Edgewood Site, which continues to be used for general office purposes.  In
June 1997, the Company arranged to lease an additional 2446 square feet of
space at the Edgewood Site to provide adequate space for the Company's
growing numbers of customer support and administrative personnel.

     The lease term on the Edgewood Site expires in January 2002, and the
monthly rent for such space is $6,950.  Including monthly common area and
maintenance fees, the total monthly expense for the Edgewood Site is
$10,950.   The Company maintains general commercial/casualty insurance on
its leased properties, in amounts which it deems adequate for its present
needs.

     The Company believes that its current space at the Edgewood Site will
be adequate for one year if anticipated growth proves realistic.  The
Company has made inquiries with the building owner regarding the
availability of additional space in the building housing the Edgewood Site
and in other buildings in the same development, and intends to lease
additional space as necessary to provide for anticipated growth.

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<PAGE>
Item 3.     Legal Proceedings.

     The Knight Adjustment Bureau ("Knight") filed a lawsuit against Richard
Smith, dba Wealth International, in the Fourth District Court for Utah
County, alleging that Knight was assigned a claim by Touchfon International,
and further alleging that Richard Smith, dba Wealth International, owes
approximately $5,500 for certain telephone services under a contract with
Touchfon International.  The Company's subsidiary, WI Marketplace, Inc.,
successor to Wealth International, Inc., a Utah corporation, filed an answer
and counterclaim on September 4, 1997.  At present, Knight has not replied
to the Company's answer.  However, if Knight pursues the matter, the Company
intends to vigorously defend the lawsuit.  There can be no assurance that
the Company will succeed in its defense of this matter.

     Other than as described herein, the Company is not a party to any other
litigation or other legal proceeding or investigation that is expected to
have a material adverse effect on its financial condition or results of
operations, nor are any such proceedings known or contemplated.

Item 4.     Submission of Matters to a Vote of Security Holders.

     There were no matters submitted to a vote of the Company's security
holders during the fourth quarter, either through the solicitation of
proxies or otherwise.
 
                                  PART II

Item 5.     Market for Common Equity and Related Stockholder Matters.

          Market Information

     The Company's common stock trades on the over-the-counter market
(symbol: "WLTH") and is quoted on the National Association of Securities
Dealers Electronic Bulletin Board.  To the knowledge of the Company, there
was minimal trading activity in the Company's common stock during the
Company's fiscal year ended February 28, 1996.  As quoted on the Electronic
Bulletin Board, the high and low bids during such fiscal year were $0.03 and
$0.01, respectively.  High and low bid information for the Company's common
stock as quoted on the Electronic Bulletin Board for the Company's fiscal
year ending February 28, 1997, and the interim period ending August 31,
1997, is set forth in the table below.  The quotations reflect inter-dealer
bid prices, without retail mark-up, mark-down or commissions and may not
represent actual transactions.

             Period                       High Bid               Low Bid
March 1 to May 31, 1996                    $0.03                  $0.01
June 1 to August 31, 1996                  $0.03                  $0.01
September 1 to November 30, 1996           $0.03                  $0.01
December 1, 1996 to February 28, 1997      3 3/8                  1 3/8
March 1 to May 31, 1997                    3 3/8                  2 1/4
June 1 to August 31, 1997                  3 1/2                  1 1/2

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<PAGE>
          Shareholders

     The approximate number of holders of record of the Company's common
stock, par value $0.001, as of February 28, 1997, was 179, and as of August
26, 1997, was 326.  This total does not include the number of beneficial
owners of common stock held in "nominee" or "street" name, as to which
number the Company cannot speculate.

          Dividends

     The Company has not paid cash dividends on its common stock in the last
fiscal year.  At the present time, the Company's anticipated capital
requirements are such that it intends to follow a policy of retaining any
earnings in order to fund future growth and development of the Company's
business operations.  The Company does not anticipate paying any dividends
in the near future.

Item 6.     Management's Discussion and Analysis or Plan of Operation.

          Results of Operations

          Comparison of Fiscal Year Ended February 28, 1997 (FY1997) to     
          Fiscal Year Ended February 28, 1996 (FY1996)     
          
     Net sales for FY1997 were $1,946,942, representing an increase of
$1,857,712 or approximately 2082% over net sales for FY1996.  The increase
in the Company's sales for the period is attributable, at least in part, to
the growth in the number of members of the Company's network of independent
direct distributors.  In addition, the increase in sales can be attributed
to an increasing popularity in Internet commerce, as well as the successful
progression of the Company's marketing plan and expansion of the Company's
offering of products and services.  Net sales for FY1996 represent only a
four month period from the establishment of WI Marketplace in November 1995.

     Net loss for FY1997 was $492,207, compared with a net loss during
FY1996 of $116,282 or approximately 323% over net loss for FY1997.  The net
loss incurred by the Company increased in FY1997 due to the costs associated
with the reverse acquisition of the Company's subsidiary, World Internet
Marketplace, Inc., in August 1996, as well as the costs of building and
maintaining the Company's Internet-based infrastructure and computer
network, development activities associated with the Company's Internet site
on the World Wide Web, and initial product acquisition for the WI Mall,
among other things.  Net loss for FY1996 represents only a four month period
from the establishment of WI Marketplace in November 1995.

     Cost of sales as a percentage of net sales decreased to 44% of net
sales in FY1997, compared to 141% of net sales in FY1996.  This decrease in
cost of sales as a percentage of net sales was primarily attributable to
economies of scale, resulting from the growth of the Company, in the
production of Internet-related products and performance of Internet-related
services.  In addition, the increase in total volume of products purchased
on the WI Mall has led to improved terms offered by manufacturers, vendors
and suppliers of the products sold on the WI Mall. 

     Commissions paid to the Company's network of independent direct
distributors amounted to $796,763 in FY1997 (41% of net sales), representing
an increase of $772,957 over the $23,806 

9
<PAGE>
(27% of net sales) paid in FY1996.  The increase in commissions is
substantially a direct result of increased sales and growth in the number of
members in the Company's direct distribution network.  The Company's direct
distributors are paid commissions based on independent sales generated by
themselves and their independently-owned direct distribution network, in
accordance with the Company's compensation plan.

     Selling, general and administrative expenses for FY1997 were $785,433
(40% of net sales), which is an increase of 1311% over $55,639 for FY1996. 
The increase reflects the necessary growth and maturation of the Company's
internal support structure, as well as office space expansion to accommodate
new personnel, which changes were necessary to accommodate growth in the
Company's network of direct distributors.  Management expects that general
and administrative expenses will increase in future periods as the Company
incurs additional costs related to being a public company.  In addition,
facilitation of long-term growth will require an increase in administrative
staff and facilities, with consequent cost and expense.

     Net loss per share during FY1997 was $(0.04).  Pro forma net loss per
share was the same, primarily as a result of the Company's election not to
record a deferred tax benefit in FY1997.  Such a deferred tax benefit will
be applied against future earnings.
          
          Liquidity and Capital Resources

     Since inception, the Company's subsidiary, World Internet Marketplace,
Inc., has primarily been funded with revenues generated from operations. 
Except for limited capital received by the Company during FY1997 arising
from the exercise of certain stock options, the Company has not engaged in
any significant outside financing.

     Net cash used in the Company's operating activities in amounts of
$122,934 in FY1997 and net cash provided by the Company's operating
activities of $32,229 in FY1996.  Net cash used in the Company's operating
activities in FY1997 is primarily attributable to net losses in such
periods.  In addition, the Company expended working capital in FY1997 to
build out new, primary office space, including the purchase of related
furniture and fixtures.

     As of February 28, 1997, the Company's current ratio was .14 to 1, as
compared with a current ratio of .32 to 1 as of February 28, 1996.  The
decrease in current ratio is due in large part to an increase in the total
volume of products and services sold through the WI Mall, resulting in
increased commissions due to the Company's independent distributors under
the Company's compensation plan.  Higher current liabilities are also the
result of deferred revenue arising from product purchase credits acquired by
some of the Company's independent distributors, in lieu of receiving cash
commissions or as part of the Company's advance purchase plan.

     As of February 28, 1997, the Company's primary source of liquidity was
revenues generated from continuing operations.  The Company believes that
such revenues will be sufficient to meet the Company's anticipated cash
needs for working capital and capital expenditures until at least the end of
the fiscal year ending February 28, 1998.  This belief is substantially
based on two factors: (i) since the end of the unaudited quarter ended
August 31, 1997, the Company has experienced growth in the number of its
independent distributors; and (ii) the Company has streamlined its
operations, resulting in increased economic efficiencies.  However, any
projections of future cash needs and cash flow are subject to substantial
uncertainty.  If cash generated from continuing operations is insufficient
to satisfy the Company's liquidity requirements, the Company may be required
to sell additional equity securities.  Such a sale of additional equity
securities would result in additional 

10
<PAGE>
dilution to the Company's existing shareholders.  There can be no assurance
that financing will be available to the Company in amounts or on terms that
will be acceptable to the Company.

          Recently Issued Accounting Pronouncements

     The following are descriptions of recently issued accounting
pronouncements issued by the Financial Accounting Standards Board ("FASB"). 
The Company does not believe that the adoption of any of SFAS 128, SFAS 129,
SFAS 130 and SFAS 131, all defined below, will have a material effect on the
Company's consolidated financial statements.

     Earnings Per Share.  In February 1997, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
No. 128 ("SFAS 128"), "Earnings Per Share."  SFAS 128 eliminates the
presentation of primary earnings per share ("EPS") and requires the
presentation of basic EPS, which includes no common stock equivalents and
this no dilution.  The statement also eliminates the modified treasury stock
method of computing potential common shares.  This statement is effective
for financial statements issued for periods ending after December 15, 1997.

     Capital Structure.  In February 1997, the FASB issued Statement of
Financial Accounting Standards No. 129 ("SFAS 129"), "Disclosure of
Information about Capital Structure."  SFAS 129 consolidates in one
statement disclosures about the right of outstanding securities and changes
in the number of equity securities during that period, disclosures about
liquidation preferences and preferred stock, and disclosures about
redemption requirements of certain redeemable stock.  Disclosures were
previously included in Accounting Principles Board ("APB") Opinion 15, APB
Opinion 10 and SFAS 47, respectively.  The statement does not change the
required disclosures about capital structure for entities currently subject
to the requirements of APB Opinions 10 and 15 and SFAS 129 is effective for
financial statements for interim and annual periods ending after December
15, 1997.

     Comprehensive Income.  In June 1997, the FASB issued Statement of
Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive
Income."  SFAS 130 requires entities presenting a complete set of financial
statements to include details of comprehensive income that arise in the
reporting period.  Comprehensive income consists of net income or loss for
the current period and other comprehensive income, which consists of
revenue, expenses, gains and losses that bypass the income statement and are
reported directly in a separate component of equity.  Other comprehensive
income includes, for example, foreign currency items, minimum pension
liability adjustments, and unrealized gains and losses on certain investment
securities.  SFAS 130 requires that components of comprehensive income be
reported in a financial statement that is displayed with the same prominence
as other financial statements.  This statement is effective for fiscal years
beginning after December 15, 1997 and requires restatement of prior period
financial statements presented for comparative purposes.

     Disclosure of Segments.  In June 1997, the FASB issued Statement of
Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about
Segments of an Enterprise and Related Information."  SFAS 131 applies only
to publicly held business entities, and requires such entities to report
financial and descriptive information about their reportable operating
segments.  An operating segment is a component of an entity for which
financial information is developed and evaluated by the entity's chief
operating decision-maker to assess performance and to make 

11
<PAGE>
decisions about resource allocation.  Entities are required to report
segment profit or loss, certain specific revenue and expense items and
segment assets based on financial information used internally for evaluating
performance and allocating resources.

          Certain Factors Expected to Impact Operating Results

     Many factors outside the Company's control may significantly affect the
Company's operating results in any future fiscal quarter.  For example, the
Company's operating results may be affected by changes in the use of the
Internet, seasonal trends in Internet use and online shopping, the
continuing interest and activity of the Company's independent direct
distributors, the amount and timing of capital expenditures and other costs
associated with development and expansion of the Company's Internet site and
related products and services, the introduction and success of competitive
Internet sites, price competition in the industry, technical difficulties
associated with the Company's computer network, and general economic
conditions and economic conditions specific to Internet commerce.  Due to
these and other factors, it is probable that the Company's operating results
will fall below expectations of the Company, its shareholders or market
analysts in some future fiscal quarter.

     Important risk factors and uncertainties that the Company expects will
impact its operating results include the following:

     Limited Operating History.  The Company's subsidiary, World Internet
Marketplace, Inc. was established in November 1995, incorporated in July,
1996, and was acquired by the Company in August, 1996, and accordingly, has
only a limited operating history upon which an evaluation of the Company and
its prospects may be based.  The Company's prospects for continued growth
and success must be considered in light of the risks, expenses and obstacles
typically encountered by companies in the early stage of development,
particularly in rapidly evolving and expanding markets.  To address these
risks, the Company must, among other things, respond to competitive
developments, continue to attract and retain motivated and qualified
employees, and continue to upgrade and develop its technological
capabilities.  There can be no assurance that the Company will be successful
in addressing such risks.

     Reliance Upon Network of ISOs.  The Company's products and services are
marketed exclusively through an extensive network marketing system of ISOs. 
These ISOs are independent contractors who purchase products directly from
the Company for their own use or for resale.  ISOs typically work at
distributing the Company's products on a part-time basis.  The Company's
continued growth and success substantially depends on its ability to retain
and motivate its existing ISOs and to attract new ISOs through marketing
programs and by offering superior products and services at reasonable
prices.

     ISOs' agreements with the Company may be voluntarily terminated by an
ISO, and there can be a substantial turnover among ISOs from year to year. 
Because the Company's revenues are substantially dependent on the work of
its ISOs and their productivity, turnover among the ISOs, voluntary
reductions in an ISO's committment to distributing the Company's products
and services, decreases in the number of ISOs, decreases in overall purchase
volume, and costs and other expenses associated with training ISOs may
combine to reduce the revenues and profitability of the Company.

12
<PAGE>
     ISOs' Actions.  The Company requires all ISOs to sign an agreement with
the Company that, among other things, obligates ISOs to comply with the
Company's Polices and Procedures.  These Policies and Procedures include
restrictions on the claims that may be made by ISOs with respect to the
nature of the products and services offered by the Company, as well as the
compensation program and related income potential for ISOs.  In certain
instances, ISOs may from time to time prepare advertising materials or make
representations to customers and prospective ISOs that do not accurately
describe the Company, its products or services, or its marketing and
compensation programs.  Such statements by ISOs, including statements
concerning potential income obtainable by ISOs, are not in accordance with
the Company's Policies and Procedures and may violate certain applicable
laws and regulations.  Although no claims or charges against the Company
have been brought by any regulatory or other enforcement authorities,
potential legal actions against individual ISOs may lead to greater scrutiny
of the Company itself by such authorities.  The Company attempts to minimize
this risk and ensure compliance with its Policies and Procedures by
carefully monitoring the activities of its ISOs and any claims or statements
made by them about the Company and its programs.  However, there can be no
assurance that the Company can successfully monitor the ISOs.  In addition,
ISOs may make statements about the Company and its operations, or other
unauthorized remarks, of which the Company may not be aware and which it
cannot control.  Negative publicity from such activities and statements by
ISOs may adversely affect the Company's ability to attract and retain new
ISOs, and to successfully expand its business operations.

     Government Scrutiny of Direct Distribution and Network Marketing
Industry.  Direct distribution and network marketing programs are frequently
subject to scrutiny by the Federal Trade Commission and other governmental
authorities under laws and regulations that are designed to ensure that
product sales within network marketing programs are made to actual
consumers, and that compensation programs and advancement in the network
organization are based on the sale of products rather than mere "investment"
in a sponsoring company or recruitment of new distributors.  The Company
believes that it is in compliance with all such laws and regulations;
however, there is the risk that the Company's network marketing system could
be found not to be in compliance with the applicable laws and regulations of
a particular jurisdiction.  Failure by the Company to comply with all such
laws and regulations could result in a material adverse impact on the
Company or its ISOs in a particular market or in general.

     Government Regulation of the Internet.  At present, the Company is not
aware of any laws or regulations specifically restricting the commercial use
of the Internet.  However, related laws and regulations, including those
pertaining to trademark, copyright, patent, licensing, obscenity, and
security matters, can affect the use of the Internet for online commerce. 
Management believes that the Company is currently in compliance with all
laws pertaining to the Internet, whether directly or tangentially. 
Nevertheless, there can be no assurance that there will not be legislation
enacted and implemented in the future that could restrict use of the
Internet as a commercial medium.  If such new legislation were implemented,
it could have a material adverse impact on the Company and its business
operations.

     Uncertain Future of the Internet.  Critical issues concerning the
viable commercial use of the Internet remain unresolved and may impact the
growth of Internet use.  Such issues include security, reliability, cost,
ease of use and access, and quality of service.  Although the Company
believes that its products and services may be economically and commercially
marketed using the Internet, and furthermore that the number of users of the
Internet will continue to grow, there can be 

13
<PAGE>
no assurance that commerce and communication over the Internet will become
widespread, or that the Company's products or services will become widely
recognized or used.

     Marketing and distribution of the Company's products and services will
depend in large part on a robust Internet industry and adequate
infrastructure for providing Internet access and carrying growing Internet
traffic.  The Internet may not prove to be a viable commercial marketplace
because of inadequate development of necessary infrastructure, such as a
reliable network backbone or timely development of related products, such as
high-speed modems or other quickening devices.  Because global commerce and
online networks are still relatively new and evolving, it is not possible to
predict with any assurance whether the Internet will prove to be a viable
commercial market.  If it does not, the Company's business operations and
financial condition could be materially adversely affected.

     Risk of Capacity Constraints; Reliance on Internal Information Systems
Controls.  The Company's business operations depend, in large part, on a
high volume of traffic on its Internet site.  Accordingly, the performance,
reliability and availability of the Company's Internet site, computer
network infrastructure and Internet commerce processing systems are critical
to the Company's ability to attract and retain new customers.  Any systems
interruptions that result in the unavailability of the Company's Internet
site or its computer system could reduce the volume of traffic to the
Company's Internet site and consequently, the volume of goods sold by the
Company.  The Company has experienced periodic computer system interruptions
in the past, and anticipates that such interruptions will occur from time to
time in the future.  Continued growth of the Company's network of
independent direct distributors or other customers will require the Company
to expand and upgrade its Internet technology, including its computer
network and Internet commerce processing systems.  There can be no assurance
that the Company will accurately predict the need for such expansion or
upgrade, or that it will be able to make such necessary expansion or upgrade
in a timely manner.

     Risk of System Failure.  The Company's ability to successfully receive
and process orders for the Company's products and services depends, in large
part, on efficient, uninterrupted operation of the its computer and
communications equipment.  Substantially all of the Company's computer and
communications equipment is located at the Company's headquarters, in a
leased facility in Provo, Utah.  The Company's computer and communications
equipment is vulnerable to flood, earthquake, power loss, telecommunications
failure, and other similar events.  The Company does not presently have
redundant systems or a contingent disaster recovery plan and does not carry
adequate business interruption insurance to cover potential losses that may
occur from such an event.  The Company's computer equipment is also
vulnerable to computer viruses, break-ins, and similar events that could
lead to interruptions, loss of data, or dysfunction.  The occurrence of any
such event could have a material adverse effect on the Company's business,
financial condition and results of operation.

     Security Risks of Online Commerce.  A challenge to the success of
online commerce is the secure transmission of confidential information.  The
Company relies on encryption devices supplied by third parties to provide
the security, authentication and secure transmission of confidential
information.  There can be no assurance that computer capabilities, new
discoveries in encryption technology, or other circumstances will not result
in a breach of the security devices that the Company employs to protect
confidential data, including customer information such as credit card
numbers.  If such a breach were to occur, it could have a material adverse
effect on the 

14
<PAGE>
Company's reputation, business operations and financial condition. 
Moreover, such a breach could result in the misappropriation of proprietary
or confidential information.  These concerns may require the Company to
spend resources to protect against the possibility of such breaches, and may
inhibit the use of the Internet for commerce.

     Risks Associated With Growth.  Since affecting a reverse acquisition of
Wealth Utah in August 1996, the Company has experienced significant growth. 
The result of this growth has created significant management challenges,
including growth in the number of Company employees and ISOs, expansion of
office facilities, acquisition of capital equipment, computers and
information systems, and expansion into new markets.  To effectively manage
these and other consequences of rapid growth, the Company may be required to
hire additional management personnel, and to improve its operational,
financial and information technology systems.  If the Company is unable to
effectively and efficiently manage growth or to hire and retain qualified
personnel, the Company's business operations and its revenues may be
adversely affected.  Moreover, the costs and expenses associated with
equipment acquisitions and expansion, as well as the hiring of new
personnel, may adversely affect the Company's results of operations.

     Limited Market for Shares.  There is currently only a limited market
for the Company's common stock.  There can be no assurance that a larger
market for the Company's common stock will ever be developed or maintained. 
Factors such as the success or lack thereof of the Company's efforts to
market its products and services through its ISOs, competition, governmental
regulations, and fluctuations in operating results may all have an effect on
the market for the Company's common stock, which market may be volatile. 
The stock markets generally have experienced, and will likely experience in
the future, extreme price and volume fluctuations which have affected the
market price of the shares of many small capital companies, and which have
often been unrelated to the operating results of such companies.  Such broad
market fluctuations, as well as general economic and political conditions,
may adversely affect the market price of the Company's common stock in any
market that develops.

     Dilution.  Dilution usually results from the substantially lower price
paid by insiders and other related parties for their securities in a company
when compared with the price being paid by other investors.  The Company has
engaged in certain transactions in the past fiscal year that have had a
dilutive effect: (i) Ronald A. Nilsson and Richard T. Smith each received
2,100,000 "unregistered" and "restricted" shares of the Company's common
stock in connection with reorganization involving Wealth Utah, which, after
a 4 for 1 forward stock split on October 25, 1996, and the return of
2,895,510 shares each for cancellation as a capital contribution, has
resulted in total ownership of 5,504,490 shares each of the Company's common
stock; (ii) on October 16, 1996, the Company entered into Consulting
Agreements with 15 business consultants specializing in the direct
distribution marketing industry, pursuant to which options were granted to
each consultant to purchase, upon the satisfactory performance of certain
services for the Company, 15,000 "unregistered" and "restricted" shares of
the Company's common stock at an exercise price of $0.25 per share; (iii)
the Board of Directors approved a written compensation plan, Consultant
Compensation Plan No. 1, pursuant to which options to purchase an aggregate
of 425,000 shares of the Company's common stock at an exercise price of
$2.00 share were granted to certain consultants of the Company; following
the 4 for 1 forward stock split on October 25, 1996, the aggregate number of
shares subject to option was increased to 1,700,000 shares at an exercise
price of $0.50 per share; a Form S-8 Registration Statement covering the
shares underlying these options was filed with the Securities and Exchange
Commission; and (iv) on October 15, 1996, the Board of Directors 

15
<PAGE>
of the Company approved the 1996 Stock Option Plan, pursuant to which
4,000,000 shares of the Company's common stock were approved and reserved
for issuance pursuant to such 1996 Stock Option Plan; as of February 28,
1997, options had been granted to certain employees and selected consultants
of the Company for the purchase of 3,010,000 shares of the Company's common
stock at an exercise price of $0.25 per share.

     The foregoing issuances of securities to Ronald A. Nilsson, Richard T.
Smith, and Pacific Management Services, Ltd., and the exercise of the
options granted pursuant to the Consulting Agreements, the Consultant
Compensation Plan No. 1 and the 1996 Stock Option Plan, has and will
susbtantially dilute the interest of other stockholders in the Company.

     Voting Control.  By virtue of their collective ownership, as of August
26, 1997, of approximately 75% of the Company's outstanding voting
securities, Ronald A. Nilsson and Richard T. Smith have the ability to elect
all of the Company's directors, who in turn elect all executive officers,
without regard to the votes of other shareholders.  Collectively, these
persons may be deemed to have absolute control over the management and
affairs of the Company.

     Reliance on Key Personnel; New Management Team.  The Company's
performance is substantially dependent on the performance of its executive
officers and key employees, most of whom have worked together for only
several months.  Given the Company's early stage of development, the Company
is dependent on its ability to retain and motivate highly-qualified
personnel, especially in management and technical positions.  The Company
does not have a "key person" life insurance policy on any of its employees. 
The loss of the services of any of its executive officers or other key
employees could have a material adverse effect on the business, operating
results or financial condition of the Company.  The Company's future growth
and success also depends on its ability to identify, hire train and retain
other qualified management and technical personnel in the future.  The
inability to hire and retain necessary personnel could have a material
adverse effect on the Company's business operations and financial condition.

     From February 28, 1996, to September 15, 1997, the Company expanded
from approximately 10 employees to approximately 60 employees.  The majority
of the Company's senior management has joined the Company within the past
four months, and some of the Company's officers have no prior senior
management experience with public companies.  The Company's new employees
include several key managerial, technical and operations personnel who have
not yet been integrated into the Company, and additional personnel may be
required in the near future.  There can be no assurance that the Company's
current or potential personnel, systems or controls will be capable of
adequately managing the Company's growth and potential market opportunities.

     Penny Stock.  The Company's securities are deemed "penny stock" as
defined in Rule 3a51-1 of the Securities and Exchange Commission.  Such a
designation could have a material adverse effect on the development of the
public market for shares of the Company's common stock or, if such a market
develops, its continuation, since broker-dealers are required to personally
determine whether an investment in such securities is suitable for customers
prior to any solicitation of any offer to purchase these securities. 
Compliance with procedures relating to sale by broker-dealers of "penny
stocks" may make it more difficult for purchasers of the Company's common
stock to resell their shares to third parties or to otherwise dispose of
such shares.

16
<PAGE>
Item 7.     Financial Statements.

     Financial statements, with the reports of the Company's certifying
auditors, follow immediately and are listed in Item 13 of Part III of this
Form 10-KSB Annual Report.

Item 8.     Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure.

     The Company and its current auditors have not disagreed on any items of
accounting treatment or financial disclosure.

     As reported on the Company's Form 8-K Current Report, filed with the
Securities and Exchange Commission on September 17, 1997, by action of the
Company's Board of Directors effective May 19, 1997, the Company changed its
certifying accountants during the past fiscal year from Andersen Andersen &
Strong, L.C. to Grant Thornton LLP. Any and all reports and financial
statements prepared by Andersen Andersen & Strong, L.C., for and concerning
the Company did not contain an adverse opinion, or a disclaimer of opinion,
nor were any such reports or financial statements qualified or modified as
to uncertainty, audit scope, or accounting principles.  During the
engagement of Andersen Andersen & Strong, L.C., there were no disagreements
on any matter of accounting principles and practices, financial statement
disclosure, or auditing scope or procedure, that if not resolved to the
satisfaction of Andersen Andersen & Strong, L.C., would have caused it to
make reference to the subject matter of the disagreements in connection with
any audit of the Company.  Further, the provisions of Item 304(a)(1)(iv)(B)
of Regulation S-B do not apply.

     The Company did not consult Grant Thornton LLP prior to its appointment
regarding the application of accounting principles to a specific completed
transaction, the type of audit opinion, or other accounting advice that was
considered by the Company in reaching a decision as to an accounting,
auditing or financial reporting issue.

                                   PART III

Item 9.     Directors, Executive Officers, Promoters, and Control Persons;
            Compliance with Section 16(a) of the Exchange Act.

          Directors, Executive Officers, Promoters, and Control Persons

     The following table sets forth certain information regarding the
directors and executive officers of the Company as of September 25, 1997:

<TABLE>
<CAPTION>

     Name                             Age                Position
     ---------------------           -------             -------------------------------------------
     <S>                             <C>                 <C>
     Ronald A. Nilsson                 30                President, Chief Executive Officer and Director
                                                         of WI and WI Marketplace

17
<PAGE>
     Daniel G. Lloyd                   34                Vice President of Finance and Chief Financial
                                                         Officer of WI and WI Marketplace

     Jeffrey M. Vincent                29                General Counsel of WI and WI Marketplace, Vice
                                                         President of Development of WI

     Robert Schneck                    33                Vice President of Marketing of WI Marketplace

     Gordon Bradberry                  29                Chief Technology Officer of WI Marketplace

     Richard Smith                     30                Director of WI and WI Marketplace

</TABLE>

     All directors of the Company hold office until the next annual meeting
of the shareholders of the Company and until their successors have been duly
elected and qualified.  The executive officers of the Company are elected
annually and serve at the pleasure of the Board of Directors.

     Ronald A. Nilsson.  Mr. Nilsson co-founded Wealth Utah in November,
1995, and has been the President and a Director of the Company since August,
1996.  Prior to the organization of Wealth Utah, Mr. Nilsson served from
1992 to 1995 as Executive Import Director at Lu-Shing Enterprises, Taiwan's
largest importer and wholesale distributor of water purification components,
with responsibility for U.S. vendor relations and import coordination.  In
1994, he founded Rantech Enterprises, Inc. ("Rantech"), a Utah-based import
company that operates several small manufacturing facilities in Hsintien,
Taiwan.  Rantech also imports and distributes a variety of electronic
products throughout the United States.  He attended Brigham Young University
from 1989 to 1992, focusing his studies in Mandarin Chinese and
International Relations.

     Daniel G. Lloyd.  Mr. Lloyd joined the Company as the Chief Financial
Officer in August 1997.  A Certified Public Accountant, Mr. Lloyd began his
career in 1987 with KPMG Peat Marwick, in Washington, D.C., providing audit,
tax, and management consulting services to the financial services industry. 
From 1993 until joining the Company, he also practiced law in the corporate
and tax departments of law firms in Washington, D.C. and Salt Lake City,
Utah.  He received a B.A. from the University of Utah, a J.D. from the
University of Virginia, and served a judicial clerkship with the United
States Tax Court.

     Jeffrey M. Vincent.  Mr. Vincent has served as General Counsel and Vice
President of Development since August 1997.  Prior to joining the Company,
he was a practicing attorney with the law firms of Brown & Bain, P.A.
(Phoenix, Arizona) and the Salt Lake City office of Holme Roberts & Owen,
LLP (Denver, Colorado).  Mr. Vincent's law practice focused on corporate and
international law, including securities, intellectual property, and mergers
and acquisition matters.  In 1994, Mr. Vincent served a judicial clerkship
with the United States District Court for the District of Utah.  He received
a B.A. degree from the University of Utah, and a J.D. degree from Columbia
University.

     Robert Schneck.  Mr. Schneck joined WI Marketplace as Vice President of
Marketing in November 1995.  Prior to joining the Company, Mr. Schneck
established and managed a regional 

18
<PAGE>
chain of real estate and mortgage brokerage offices.  In 1987, he
participated in the establishment of LPI, Inc., a food service corporation,
where he was responsible for marketing, advertising and general management
matters.  Mr. Schneck attended Brigham Young University.

     Gordon Bradberry.  Mr. Bradberry joined WI Marketplace as Chief
Technology Officer in July 1996.  From 1991 to early 1996, Mr. Bradberry
served as Marketing Services Manager for Murdock Madaus Schwabe, a
nutritional supplement distribution company, where his responsibilities were
focused on management and coordination of the company's information systems. 
Immediately prior to joining the Company, Mr. Bradberry served as Vice
President for Online Services of Crystal Canyon Interactive, with
responsibility for the multi-media design and programming department.  He
received a B.A. in communications from Brigham Young University. 

     Richard T. Smith.  Mr. Smith co-founded Wealth Utah in November, 1995,
and presently serves as a Director of the Company, which position he has
held since August, 1996.  He studied marketing and finance at Utah State
College in 1987 and 1988.  In 1989, Mr. Smith founded Graphic Systems, Inc.,
an innovative leader in thermalchromatic textile and paper manufacturing. 
From 1989 to 1994, he served as President of Graphic Systems, where he
developed the color-change T-shirt, and had responsibilities covering
financing, market analysis and strategic planning, distribution and home-
based business development.  From 1995 to the present, Mr. Smith has served
as founder and President of ONYD, an entrepreneurial marketing and product
development firm, which markets creative inventions through mass media and
distribution channels.  Since the inception of Wealth Utah, Mr. Smith has
served the Company in a variety of positions, including Vice President,
Chief Operations Officer and Chief Financial Officer.  He is currently
involved in developing and implementing the Company's corporate and
strategic planning initiatives.

          Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than
ten percent of the Company's common stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission.  Officers,
directors and greater than ten-percent shareholders are also required by
regulation to furnish the Company with copies of all such reports filed
pursuant to Section 16(a).

     Based solely upon a review by the Company of the forms, and any
amendments thereto, furnished to the Company pursuant to Rule 16a-3(e)
during the fiscal year ended February 28, 1997, and with respect to that
fiscal year, as well as certain representations of the officers and
directors specified by such rule, the Company believes that all reports
required to be filed pursuant to Section 16(a) were filed on a timely basis
during and with respect to the fiscal year ending February 28, 1997, except
as follows: (i) Ronald A. Nilsson, Richard T. Smith, Robert Schneck and
Gordon Bradberry each made a late filing of Form 5 Annual Statement of
Beneficial Ownership of Securities, with respect to such fiscal year; (ii)
the Form 5 Annual Statement of Beneficial Ownership of Securities filed by
each of Ronald A. Nilsson and Richard T. Smith included reports of certain
transactions that should have been reported on Form 4 Statement of Changes
of Beneficial Ownership of Securities; and (iii) Form 3 Initial Statement of
Beneficial Ownership of Securities were not filed by Robert Schneck or
Gordon Bradberry.

18
<PAGE>
Item 10.     Executive Compensation.

          Executive Compensation Summary Information

     Ronald A. Nilsson, Richard T. Smith and Robert Schneck have been
employed by the Company or its predecessor, Wealth Utah, since late 1995. 
None of the other officers were employed with the Company prior to March,
1996.  The compensation information set forth on the following table
summarizes the compensation received by Ronald A. Nilsson, Richard T. Smith
and Robert Schneck for the past fiscal year, as well as for several months
immediately preceding February 28, 1996, derived from their operation of
Wealth Utah.  For the other listed officers of the Company, the following
table summarizes only such compensation as has been received from the
Company by each officer for the part of the past fiscal year that such
officer was employed by the Company.
<TABLE>
<CAPTION>

                                                            Other          Securities         All Other
  Name and Principal                                        Annual         Underlying          Compens 
    Position          Year     Salary($)    Bonus ($)(1)   Compensation   Option/SARs (#)       -ation ($)
------------------  --------  ----------   -------------  ------------   ---------------    ------------- 
<S>                 <C>        <C>           <C>           <C>              <C>                <C>
Ronald A. Nilsson   FY 1997     21,039        2,495          None             None                0
                    FY 1996(2)       0             0         None             None                0

Richard T. Smith    FY 1997     29,044         7,300         None             None                0
                    FY 1996(2)       0             0         None             None                0

Robert Schneck      FY 1997     29,598         2,218         None           600,000               0
                    FY 1996(2)       0             0         None             None                0

Gordon Bradberry    FY 1997     15,900         1,150         None           300,000               0

</TABLE>
          (1)    The Company provides bonus compensation to certain
executive officers in accordance with an incentive bonus program.  Under the
bonus program, the Company's Board of Directors considers the relative
contribution of each included executive officer to the overall profitability
of the Company on a periodic basis, based on sales, revenues, and overall
Company performance, and allocates bonus compensation accordingly.
     
          (2)    The Company's officers or directors elected not to receive
any compensation from the Company during the initial organizational period
of Wealth Utah during late 1995 

20
<PAGE>
and early 1996, in order to ensure the availability of adequate operating
capital.  As a result, none of the Company's officers or directors received
any compensation prior to the conclusion of the fiscal year ended February
28, 1996.

     With respect to long-term compensation, other than grants of options
listed in the above table, the Company made no restricted stock awards or
Long-Term Incentive Plan payouts during the fiscal year ended February 28,
1997.

     Stock Option and Stock Appreciation Rights Grants in the Fiscal Year
     Ending February 28, 1997

     No Stock Appreciation Rights ("SARs") were granted by the Company
during the fiscal year ended February 28, 1997.  On October 15, 1996, the
Company granted the following stock options to certain officers of the
Company, pursuant to the Company's 1996 Stock Option Plan (described below):

<TABLE>

                                                                                                   Present Value of 
                                                                                                   the Grant at the 
                                        Individual Grants (1)                                      Date of Grant
--------------------------------------------------------------------------------------------       ----------------
                            Number of          Percent of
                            Securities         Total Options
                            Underlying           Granted to        Exercise
                             Options           Employees in         Price       Expiration            Grant Date
Name                        Granted (#)        Fiscal Year(%)     ($/Share)         Date           Present Value ($)
----------------------    ----------------    ---------------   -------------   --------------     -----------------
<S>                       <C>                 <C>               <C>             <C>                <C>
Ronald A. Nilsson              None                  N/A              N/A           N/A                N/A

Richard T. Smith               None                  N/A              N/A           N/A                N/A

Robert Schneck                600,000               21.28             0.25       Oct. 15, 2001        12,000

Gordon Bradberry              300,000               10.64             0.25       Oct. 15, 2001         6,000
</TABLE>
     (1)  Neither Daniel G. Lloyd nor Jeffrey M. Vincent was employed by
          the Company during the fiscal year ended February 28, 1997.  
          Consequently, neither Daniel G. Lloyd nor Jeffrey M. Vincent
          received or was eligible to receive a grant of any option
          pursuant to the Company's 1996 Stock Option Plan.
      
     1996 Stock Option Plan

     The Company's 1996 Stock Option Plan (the "Plan") provides for the
award of incentive stock options to key employees and the award of
nonqualified stock options, as well as awards of stock and rights to
purchase stock, to employees and certain non-employees who have important
relationships with the Company.  4,000,000 shares of the Company's common
stock are available for issuance pursuant to awards granted under the Plan.

21
<PAGE>

     Stock Option Grants.  The Plan Committee may grant Incentive Stock
Options and Non-Qualified Stock Options under the Plan.  With respect to
each option grant, the Plan Committee will determine the number of shares
subject to the option, the option price, the period of the option, the time
or times at which the option may be exercised (including whether the option
will be subject to any vesting requirements and whether there will be any
conditions precedent to exercise of the option), and the other terms and
conditions of the option.

     Restricted Stock.  The Plan Committee may issue shares of the Company's
common stock under the Plan subject to the terms, conditions, and
restrictions determined thereby.  Upon the issuance of restricted stock, the
number of shares reserved for issuance under the Plan will be reduced by the
number of shares issued.  No awards of restricted shares have been granted
under the Plan.

     Changes in Capital Structure.  The Plan provides that if the
outstanding common stock of the Company is increased or decreased or changed
into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of any
recapitalization, stock split or certain other transaction, appropriate
adjustment will be made by the Plan Committee in the number and kind of
shares available for grants under the Plan.  In addition, the Plan Committee
will make appropriate adjustments in the number and kind of shares as to
which outstanding options will be exercisable.

     During the fiscal year ended February 28, 1997, the Company granted
options to employees under the Plan for the purchase of a total of 3,010,000
shares of the Company's common stock.  As of February 28, 1997, there were
options outstanding under the Plan for the purchase of an aggregate of
3,010,000 shares of stock, which were exercisable as to 1,102,000 shares in
the first year after grant of the options.

     Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
     Option/SAR Values

     There were no exercises of any option or SAR by any of the Company's
directors or executive officers during the past fiscal year.  The following
table sets forth the fiscal year-end values of options held by such
directors and executive employees, calculated according to the difference
between fair market value of the securities underlying such options on
February 28, 1997 (approximately $3.25 per share) and the exercise price of
$0.25 per share.
<TABLE>
<CAPTION>

                                Number of Securities Underlying         Value of Unexercised In-the-Money
                                Unexercised Options at Fiscal Year        Options at Fiscal Year End ($)
         Name                   End (#) (Exercisable/Unexercisable)(1)     (Exercisable/Unexercisable)
----------------------------    --------------------------------------  ---------------------------------
<S>                             <C>                                     <C>
Robert Schneck                              600,000                                $1,800,000

Gordon Bradberry                            300,000                                   900,000

</TABLE>

     (1)  Subsequent to the end of FY1997, on May 28, 1997, Gordon
          Bradberry exercised his option as to 150,000 shares of the
          Company's common stock.  

22
<PAGE>
Item 11.     Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of August 26, 1997, the number of
shares of the Company's common stock, held by all persons known to the
Company to be beneficial owners of more than five percent of the Company's
common stock (the Company's only class of voting securities) and by
executive officers and directors of the Company individually and as a group. 
Except as otherwise indicated in the footnotes below, each of the persons
listed exercises sole voting and investment power over the shares of the
Company's common stock listed for such person in the table.
<TABLE>
<CAPTION>
Name/Address of 5% Beneficial Owner,
      Director, Officer (1)                      Number of Shares               Percent of Class
-----------------------------------        ---------------------------       ----------------------
<S>                                        <C>                               <C>
Ronald A. Nilsson(2), (3)                           5,038,890                        37.55%
Gordon Bradberry                                      150,000                         1.12%
Daniel G. Lloyd                                             0                         0.00%
Robert Schneck                                        300,000                         2.23%
Jeffrey M. Vincent                                          0                         0.00%
Richard T. Smith (3)                                5,039,890                        37.56%
Officers and Directors as a Group 
      (6 persons)                                  10,528,780                        78.46%

</TABLE>
        
    (1)   As of August 26, 1997, Cede & Co. held of record 990,435 shares
          of the Company's common stock (approximately 7.38% of the total
          number of shares of common stock outstanding).  It is the
          Company's understanding that Cede & Co. held such shares as a
          nominee for broker-dealer members of The Depository Trust
          Company, which conducts clearing and settlement operations for
          securities transactions involving its members.
     
     (2)  Ronald A. Nilsson disclaims beneficial ownership of 4,000 shares
          of the Company's common stock held by the Nilsson Family Trust.

     (3)  Ronald A. Nilsson and Richard T. Smith have an oral agreement
          pursuant to which they consult with each other concerning the
          election to the Company's Board of Directors of mutually
          acceptable members.

Item 12.     Certain Relationships and Related Transactions.

     Some of the Company's purchase and distribution arrangements with
manufacturers and suppliers, whose products are offered for sale on the WI
Mall, are structured so as to provide for the ordering and warehousing (if
necessary) of such products through Rantech Enterprises, Inc., a Utah
corporation ("Rantech").  All of the outstanding shares of Rantech are owned
by Ronald A. Nilsson, President and Director of the Company.  Rantech has
been engaged in the business of import/export and related warehouse storage
and maintenance for more than five years.  In all transactions wherein the
Company pays Rantech for any services, such payment is set at fair market
value or below.  The Company's relationship with Rantech has been approved
by resolution of the Board of Directors of the Company.  The Company
anticipates that its relationship with Rantech will decrease in significance
as the Company continues to consolidate internally within the Company the

23
<PAGE>
acquisition, warehousing (if necessary), and distribution of all products
offered for sale on the WI Mall.

     In February 1996, WI Marketplace received a loan in the amount of
$50,000 from Courtney and Nancy Smith, parents of Richard Smith, a director
of the Company, to cover expenses related to the establishment of WI
Marketplace.  The term of the loan was 18 months, and interest accrued
during that time at a rate of 9%.  In August 1997, the Company made the
final installment payment of principal.

     The Company has received loans from Richard Smith, a director, and
Ronald Nilsson, a director and chief executive officer, in a total amount of
$11,617 for expenses related to the establishment of WI Marketplace.  As of
August 1997, such loans had been repaid in full.
 
Item 13.     Exhibits, Financial Statement Schedule and Reports on Form 8-K.

(a)     Documents filed as part of this Form 10-KSB:              Page No.
                                                                 ----------
     (1)  Financial Statements (referenced in Part II, Item 7):

               Report of Grant Thornton LLP, independent
               certified public accountants on the February
               28, 1997 and February 29, 1996 financial
               statements;
          
               Consolidated financial statements:

               Consolidated Balance Sheets as of February 28,
               1997, and February 29, 1996;

               Consolidated Statements of Earnings for the
               fiscal years ended February 28, 1997 and
               February 29, 1996;
                    
               Consolidated Statements of Stockholders'
               Equity for the fiscal years ended February 28,
               1997 and February 29, 1996;

               Consolidated Statements of Cash Flows for the
               fiscal years ended February 28, 1997 and
               February 29, 1996;

               Notes to Consolidated Financial Statements.

     (2)     Regulation S-B Exhibits:

                (2)(i)     Agreement and Plan of
               Exchange, incorporated by reference from the
               Company's Form 8-K Current Report, filed with
               the Securities and Exchange Commission on
               October 24, 1996;

24
<PAGE>
                (2)(ii)     First Amendment to the
               Agreement and Plan of Exchange, incorporated
               by reference from the Company's Form 8-K
               Current Report, filed with the Securities and
               Exchange Commission on October 24, 1996;

                (3)(i)     Articles of Incorporation of
               the Company, as amended, which are
               incorporated by reference from the Company's
               Information Statement, filed with the
               Securities and Exchange Commission on June 30,
               1996, and the Company's Form 8-K Current
               Report, filed with the Securities and Exchange
               Commission on October 24, 1996;

                (3)(ii)     Bylaws of the Company, as
               amended, which are incorporated by reference
               from the Company's Information Statement filed
               with the Securities and Exchange Commission on
               June 30, 1996;

                (4)     Description of the Company's
               common stock incorporated by reference from
               the Company's Information Registration filed
               with the Securities and Exchange Commission on
               June 30, 1996;

                (10)(i)     Form of Consulting
               Agreements entered October 16, 1996, between
               the Company and 15 consultants.
                         
                (10)(ii)     The Company's 1996 Stock Option Plan.

                (13)     The Company's Quarterly Reports
               on Form 10-QSB during the preceding fiscal
               year, which are hereby incorporated by this
               reference;

                (16)     Letter from Andersen Andersen &
               Strong, L.C. on change in accountants,
               incorporated by reference from the Company's
               Form 8-K Current Report filed with the
               Securities and Exchange Commission on
               September 17, 1997.
                         
                (21)     List of the Company's
               subsidiaries, the states of incorporation of
               those subsidiaries and the names under which
               the subsidiaries do business;

25
<PAGE>
                (23)     Consent of Grant Thornton LLP,
               the Company's certifying accountants.

                (27)     Financial Data Schedule.

(b)     Forms 8-K filed during the fiscal year ended February 28, 1997.

          (i)     Form 8-K Current Report, filed with the Securities
          and Exchange Commission on October 24, 1996.

          (ii)     Form 8-K/A Current Report, filed with the
          Securities and Exchange Commission on November 26, 1996.



                                 SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   WEALTH INTERNATIONAL, INC.



Date: October 1, 1997              /s/ Ronald A. Nilsson
     ---------------------        ---------------------------------
                                   Ronald A. Nilsson, President


26
<PAGE>
     In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated:


/s/ Ronald A. Nilsson                 Date: October 1, 1997
-------------------------------            -------------------------
Ronald A. Nilsson, President and Director



/s/ Richard T. Smith                  Date: October 1, 1997
-------------------------------            -------------------------
Richard T. Smith, Director


/s/ Daniel G. Lloyd                   Date: October 1, 1997
-------------------------------            -------------------------
Daniel G. Lloyd, 
Chief Financial Officer

<PAGE>
                                   CONTENTS


                                                                   Page


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                  F-2

CONSOLIDATED FINANCIAL STATEMENTS
     BALANCE SHEETS                                                 F-3
     STATEMENTS OF OPERATIONS                                       F-4
     STATEMENT OF STOCKHOLDERS' DEFICIT                             F-5
     STATEMENTS OF CASH FLOWS                                       F-6
     NOTES TO FINANCIAL STATEMENTS                                  F-7
























                                     F-1
<PAGE>

                             REPORT OF INDEPENDENT
                         CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors 
Wealth International, Inc.
 
We have audited the accompanying consolidated balance sheets of Wealth
International, Inc., and Subsidiary as of February 28, 1997 and February
29, 1996, and the related consolidated statements of operations,
stockholders' deficit, 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 on 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 consolidated financial position of Wealth
International, Inc., and Subsidiary as of February 28, 1997 and February
29, 1996, and the consolidated results of their operations and their
consolidated 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 shown in the financial
statements, the Company incurred a net loss of $492,207 during the year
ended February 28, 1997, and as of that date, the Company's current
liabilities exceeded its current assets by $541,167 and its total
liabilities exceeded its total assets by $367,747.  These factors, among
others, as discussed in Note B to the financial statements, raise
substantial doubt about the Company's ability to continue as a going
concern.  Management's plans in regard to these matters are also described
in Note B.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/ Grant Thornton LLP
GRANT THORNTON LLP

Provo, Utah
September 19, 1997




                                     F-2
<PAGE>
               Wealth International, Inc., and Subsidiary

                       CONSOLIDATED BALANCE SHEETS

                February 28, 1997 and February 29, 1996


                                  ASSETS
<TABLE>
<CAPTION>

                                                               1997           1996
                                                           -----------    ------------
<S>                                                        <C>            <C>
CURRENT ASSETS
     Cash and cash equivalents                             $   78,959      $   59,170
     Inventories                                               11,988            - 
     Prepaid expenses                                            -              6,825
                                                           -----------    ------------
               Total current assets                            90,947          65,995

PROPERTY AND EQUIPMENT, AT COST, NET
     (Notes C and K)                                          112,145          21,750

OTHER ASSETS (Note D)                                          61,275            -
                                                           -----------    ------------

                                                           $  264,367     $    87,745
                                                           ===========    ============
</TABLE>

                    LIABILITIES AND STOCKHOLDERS' DEFICIT
<TABLE>     
<S>                                                        <C>            <C>
CURRENT LIABILITIES
     Accounts payable                                      $   61,614     $    21,801
     Related party notes payable (Note E)                      61,617          50,000
     Accrued liabilities (Note F)                             155,576          21,220
     Deferred revenue                                         353,307         111,006
                                                           -----------    ------------
               Total current liabilities                      632,114         204,027

COMMITMENT AND CONTINGENCIES (Note I)                            -               - 

STOCKHOLDERS' DEFICIT (Note H)
     Common stock, $0.001 par value
          Authorized -  500,000,000 shares 
          Issued and outstanding -  11,934,956 shares
               in 1997 and 182,000 in 1996                     11,935             182
     Capital in excess of par value                           468,954         239,965
     Accumulated deficit                                     (848,636)       (356,429)
                                                           -----------    ------------

               Total stockholders' deficit                   (367,747)       (116,282)
                                                           -----------    ------------

                                                           $  264,367     $    87,745
                                                           ===========    ============
</TABLE>
       The accompanying notes are an integral part of these statements.

                                      F-3
<PAGE>
                Wealth International, Inc., and Subsidiary

                  CONSOLIDATED STATEMENTS OF OPERATIONS

            Years ended February 28, 1997 and February 29, 1996

<TABLE>
<CAPTION>

                                                                   1997            1996
                                                              -------------    -------------
<S>                                                           <C>              <C>

Net sales (Note J)                                            $  1,946,942     $     89,230

Cost of products sold (Note K)                                     856,953          126,067
                                                              -------------    -------------

          Gross profit (loss)                                    1,089,989          (36,837)


Operating expenses
     Commissions                                                   796,763           23,806
     Selling, general and administrative                           785,433           55,639
                                                              -------------    -------------

                                                                 1,582,196           79,445
                                                              -------------    -------------

          Loss before income tax benefit                          (492,207)        (116,282)


Income tax benefit (Note G)                                           -                -
                                                              -------------    -------------

          NET LOSS                                            $   (492,207)    $   (116,282)
                                                              =============    =============


     Net loss per common share (Note A12)                     $       (.04)    $       (.01)

     Weighted average common shares outstanding                 11,580,956       11,510,956
</TABLE>



      The accompanying notes are an integral part of these statements.

                                       F-4
<PAGE>
                  Wealth International, Inc., and Subsidiary
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
             Years ended February 28, 1997 and February 29, 1996
<TABLE>
                                                          Common 
                                                           Stock              Capital in
                                                 --------------------------    excess of   Accumulated               
                                                    Shares        Amount      par value       deficit       Total
                                                 ------------  ------------  ------------  ------------  ------------
<S>                                              <C>           <C>           <C>           <C>           <C>
Balance at February 28, 1995                         182,000   $       182   $   239,965   $  (240,147)  $      -   
                                        
     Net loss                                           -             -             -         (116,282)     (116,282)
                                                 ------------  ------------  ------------  ------------  ------------
                                        
Balance at February 29, 1996                         182,000           182       239,965      (356,429)     (116,282)
                                   
     Issuance of common stock from minimum
     share resolution from stock split                19,976            20           (20)         -             -  
                                   
     Net issuance of common stock from
     reverse acquisition (Note A2)                11,008,980        11,009       (11,009)         -             -  
                                   
     Issuance of common stock in connection
     with reverse acquisition at fair value of
     $0.02 per share                                 300,000           300         5,700          -            6,000
                                   
     Issuance of common stock from the
     exercise of options                             424,000           424       234,318          -          234,742  
                                   
     Net loss                                           -             -             -         (492,207)     (492,207)
                                                 ------------  ------------  ------------  ------------  ------------

Balance at February 28, 1997                      11,934,956   $    11,935   $   468,954   $  (848,636)  $  (367,747)
                                                 ============  ============  ============  ============  ============
                                   
</TABLE>
      The accompanying notes are an integral part of these statements.

                                    F-5
<PAGE>
                 Wealth International, Inc., and Subsidiary

                        STATEMENTS OF CASH FLOWS

           Years ended February 28, 1997 and February 29, 1996
<TABLE>
<CAPTION>

                                                                         1997            1996
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
Increase (decrease) in cash and cash equivalents
     Cash flows from operating activities
          Net loss                                                   $  (492,207)    $  (116,282)
          Adjustments to reconcile net loss to net 
               cash provided by (used in) operating activities
                    Depreciation and amortization                         26,409           1,309
                    Changes in assets and liabilities
                         Inventories                                     (11,988)           - 
                         Prepaid expenses                                  6,825          (6,825)
                         Other assets                                    (68,443)           - 
                         Accounts payable                                 39,813          21,801
                         Accrued liabilities                             134,356          21,220
                         Deferred revenue                                242,301         111,006
                                                                     ------------    ------------
                              Total adjustments                          369,273         148,511
                                                                     ------------    ------------

                              Net cash provided by (used in)
                                   operating activities                 (122,934)         32,229

     Cash flows from investing activities -
          Purchase of property and equipment                            (109,636)        (23,059)

     Cash flows from financing activities
          Proceeds from issuance of common stock                         240,742            - 
          Proceeds from note payable                                      11,617          50,000
                                                                     ------------    ------------

                              Net cash provided by
                                   financing activities                  252,359          50,000
                                                                     ------------    ------------

Net increase in cash and cash equivalents                                 19,789          59,170

Cash and cash equivalents at beginning of year                            59,170            - 
                                                                     ------------    ------------

Cash and cash equivalents at end of year                             $    78,959     $    59,170
                                                                     ============    ============

Supplemental disclosure of cash flows information

     Cash paid during the year for interest                          $     4,849     $      - 

</TABLE>


       The accompanying notes are an integral part of these statements.


                                      F-6
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A summary of the significant accounting policies applied in the
     preparation of the accompanying financial statements follows.

     1.  Nature of operations

     Wealth International, Inc., a Nevada corporation, through its wholly-
     owned subsidiary, World Internet Marketplace, Inc., a Utah
     corporation (collectively, the Company), is engaged in the marketing
     and distribution of products and services relating to commerce on the
     Internet.  The Company sells its products or services to a sales
     force of independent distributors who use the products or services
     themselves or resell them to consumers.

     The Company's revenues are substantially derived from two categories
     of products or services.  First, the Company provides personal and
     commercial web site development and maintenance and Internet
     training.  Second, the Company operates a "virtual mall" on an
     Internet web site.  The "virtual mall" functions as an online
     department store.  Most orders are shipped directly from the
     manufacturer or wholesaler to the customer.

     2.  Organization

     On August 27, 1996, the stockholders of Impressive Ventures LTD (the
     public shell), a non-operating, developmental stage company, approved
     an agreement wherein the stockholders of Wealth International, Inc.
     obtained control of the public shell.  This transaction has been
     treated as an acquisition of the public shell by Wealth
     International, Inc. its subsidiary, and as a recapitalization of the
     subsidiary.  The agreement required the stockholders of Wealth
     International Inc. to exchange all of their common shares for
     11,008,980 common shares of the public shell, after the effects of a
     reverse stock split of 250 for 1 and later a stock split of 1 to 4. 
     The public shell had substantially no operations or assets in 1996 or
     1997.  Wealth International, Inc. was established in November of 1995
     and operated as a partnership until its incorporation in July 1996. 
     The 1996 financial statements have been restated to include the
     operations and financial position of Wealth International, Inc.

     After the transaction was complete, the public shell's name was
     changed to Wealth International, Inc. and the operating subsidiary's
     name was changed to World Internet Marketplace, Inc. (WI).  The
     consolidated financial statements include the accounts of Wealth
     International, Inc. and its wholly-owned subsidiary.  All material
     intercompany accounts and transactions have been eliminated.

                                   F-7
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     3.  Cash and cash equivalents

     For purposes of the consolidated financial statements, the Company
     considers all highly liquid investments with an original maturity of
     three months or less when purchased to be cash equivalents.

     4.  Inventories

     Inventories are stated at the lower of cost or market using the
     first-in, first-out method.  Most product sales are shipped directly
     to the customer from the manufacturer and are not carried by the
     Company as inventories. 

     5.  Depreciation and amortization

     Depreciation is provided for in amounts sufficient to relate the cost
     of depreciable assets to operations over their estimated service
     lives.  Leasehold improvements are amortized over the lesser of their
     economic lives or the life of the respective lease.  For financial
     reporting purposes, the straight-line method of depreciation is
     followed.

     6.  Software development costs

     Software development costs for internally used software are
     capitalized beginning when adequate funds are committed and
     technological feasibility for the project is established up to the
     time the product is ready for release.  Research and development
     costs related to software development are expensed as incurred. 
     Research and development expenses approximated $24,000 in 1997 and
     were not significant in 1996.

     7.  Deferred revenue

     Independent sales representatives maintain their affiliation with the
     Company through purchasing a specified amount of either goods or
     points on a monthly basis. Points can be redeemed at one US dollar
     per point at a later date.  Revenues received for point purchases are
     deferred and recorded in income during the period in which the
     related points are redeemed for product.

     8.  Revenue recognition

     The Company generally receives the sales price of its products in
     cash at the time orders are made by an independent sales
     representative.   Sales are generally recorded at the time the Web
     page is activated or the product is shipped.  

                                  F-8
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     9.  Income taxes

     The Company utilizes the liability method of accounting for income
     taxes.  Under the liability method, deferred tax assets and
     liabilities are determined based on differences between financial
     reporting and tax bases of assets and liabilities and are measured
     using the enacted tax rates and laws that will be in effect when the
     differences are expected to reverse.  An allowance against deferred
     tax assets is recorded when it is more likely than not that such tax
     benefits will not be realized.

     10.  Common stock split and reverse split

     During 1997, the Company effected a reverse stock split of 250 for 1
     and, subsequently, a stock split of 1 for 4.  The accompanying
     consolidated financial statements have been restated to reflect this
     stock split for all periods presented.

     11.  Product return

     The Company's refund program generally provides that an independent
     sales representative may cancel a web page or return defective
     merchandise for the amount of the purchase price.  The Company has
     established a provision for sales returns which is included in
     accrued liabilities at February 28, 1997.

     12.  Loss per common share

     Loss per common share is computed by dividing net loss by the weighted
     average number of shares of common stock outstanding during the year.
     Outstanding common stock options were excluded from the weighted average
     number of shares of common stock as they would decrease pro forma loss
     per share.  Pro forma net loss per common share is not disclosed
     separately because the amounts do not differ from historical net loss per
     common share.

     13.  Use of estimates

     In preparing the Company's financial statements, management is
     required to make estimates and assumptions that affect the reported
     amounts of assets and liabilities, the 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>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     14.  Pro forma financial information

     WI operated for federal and state income tax purposes as a partnership
     during all of 1996 and a portion of 1997.  Therefore, WI's operating
     results, from its inception in November of 1995 until the date of
     termination of its partnership status on July 10, 1996, have been or
     will be taxed, with certain exceptions, for federal and certain state
     income tax purposes directly to the WI partners rather than to the
     Company.  The pro forma financial information is presented to show the
     significant effects on the historical financial information had WI not
     been treated as a partnership for income tax purposes for the periods
     mentioned above.  No proforma income tax benefit has been disclosed due
     to the fact that the likelihood of realization of the tax benefit cannot
     be established.

     15.  Recently issued accounting pronouncements not yet adopted

     Earnings per share

     In February 1997, the Financial Accounting Standards Board (FASB)
     issued Statement of Financial Accounting Standards No. 128 (SFAS
     128), "Earnings Per Share."  SFAS 128 eliminates the presentation of
     primary earnings per share (EPS) and requires the presentation of
     basic EPS, which includes no common stock equivalents and thus no
     dilution.  The statement also eliminates the modified treasury stock
     method of computing potential common shares.  This statement is
     effective for financial statements issued for periods ending after
     December 15, 1997.

     Capital Structure

     Also in February 1997, the FASB issued Statement of Financial
     Accounting Standards No. 129 (SFAS 129), "Disclosure of Information
     about Capital Structure."  SFAS 129 consolidates in one statement
     disclosures about the rights of outstanding securities and changes in
     the number of equity securities during the period, disclosures about
     liquidation preferences and preferred stock, and disclosures about
     redemption requirements of certain redeemable stock.  Disclosures
     were previously included in Accounting Principles Board (APB) Opinion
     15, APB Opinion 10 and SFAS 47.  The statement does not change the
     required disclosures about capital structure for entities currently
     subject to the requirements of APB Opinions 10 and 15 and SFAS 47. 
     SFAS 129 is effective for financial statements for interim and annual
     periods ending after December 15, 1997.

                                     F-10
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     15.  Recently issued accounting pronouncements not yet adopted -
          continued

     Comprehensive income

     In June 1997, the FASB issued Statement of Financial Accounting
     Standards No. 130 (SFAS 130), "Reporting Comprehensive Income."  SFAS
     130 requires entities presenting a complete set of financial
     statements to include details of comprehensive income that arise in
     the reporting period.  Comprehensive income consists of net income or
     loss for the current period and other comprehensive income, which
     consists of revenue, expenses, gains, and losses that bypass the
     income statement and are reported directly in a separate component of
     equity.  Other comprehensive income includes, for example, foreign
     currency items, minimum pension liability adjustments, and unrealized
     gains and losses on certain investment  securities.  SFAS 130
     requires that components of comprehensive income be reported in a
     financial statement that is displayed with the same prominence as
     other financial statements.  This statement is effective for fiscal
     years beginning after December 15, 1997 and requires restatement of
     prior period financial statements presented for comparative purposes.

     Disclosure of segments

     Also in June 1997, the FASB issued Statement of Financial Accounting
     Standards No. 131 (SFAS 131), "Disclosures about Segments of an
     Enterprise and Related Information."  This statement requires an
     entity to report financial and descriptive information about their
     reportable operating segments.  An operating segment is a component
     of an entity for which financial information is developed and
     evaluated by the entity's chief operating decision maker to assess
     performance and to make decisions about resource allocation. 
     Entities are required to report segment profit or loss, certain
     specific revenue and expense items and segment assets based on
     financial information used internally for evaluating performance and
     allocating resources.

     The Company does not believe that the adoption of SFAS 128, SFAS 129,
     SFAS 130 and SFAS 131 will have a material effect on the Company's
     consolidated financial statements.

NOTE B - REALIZATION OF ASSETS

     The accompanying financial statements have been prepared in
     conformity with generally accepted accounting principles, which
     contemplate continuation of the Company as a going concern.  However,
     the Company has sustained substantial losses from operations in
     the last two years, and such losses have continued through the unaudited
     quarter ended August 31, 1997 and, in addition, the Company has used,
     rather than provided, cash in its operations.

                                   F-11
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE B - REALIZATION OF ASSETS - CONTINUED

     In view of the matters described in the preceding paragraph,
     recoverability of a major portion of the recorded asset amounts shown
     in the accompanying balance sheets is dependent upon the Company's
     ability to meet its financing requirements on a continuing basis, to
     maintain present financing, and to succeed in its future operations. 
     The financial statements do not include any adjustments relating to
     the recoverability and classification of recorded asset amounts and
     classification of liabilities that might be necessary should the
     Company be unable to continue in existence.

     Management believes that revenues generated from operations will be
     sufficient to meet the Company's anticipated cash needs for working
     capital and capital expenditures through the end of the fiscal year
     1998.  This belief is substantially based on two factors: (i) since the
     end of the unaudited quarter ended August 31, 1997, the Company has
     experienced growth in the number of its independent distributors; and
     (ii) the Company has streamlined its operations, resulting in increased
     economic efficiences.

NOTE C - PROPERTY AND EQUIPMENT

     Property and equipment, at cost, and estimated useful lives are as
     follows:

                                       Years         1997            1996  
                                       ------     -----------    -----------
          Furniture and equipment         7       $  56,116        $15,753
          Leasehold improvements          5          50,000           - 
          Computer software               5          26,579          7,306
                                                  -----------    -----------
                                                    132,695         23,059

          Accumulated depreciation and 
                amortization                        (20,550)        (1,309)
                                                  -----------    -----------
                                                  $ 112,145      $  21,750
                                                  ===========    ===========

NOTE D - OTHER ASSETS

     Other assets consist of the following at February 28, 1997 (none at
     February 29, 1996):

          Software developed for internal use
          (net of accumulated amortization of $7,168)           $38,905
          Security deposits                                      19,917
          Other                                                   2,453
                                                                --------
                                                                $61,275
                                                                ========

     The software developed for internal use is being amortized over its
     estimated useful life of two years.

                                      F-12
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE E - RELATED PARTY NOTES PAYABLE

     The Company has entered into various notes with certain stockholders
     and family members of certain stockholders with interest rates
     approximating 10%.  The notes are due in full during fiscal 1998 and
     are not collateralized.

NOTE F - ACCRUED LIABILITIES

     Accrued liabilities consist of the following:
                                                  1997            1996
                                               ----------      -----------
          Sales taxes                          $  45,087       $   15,379
          Wages and vacation                      35,489            5,841
          Allowance for product returns           75,000             -
                                               ----------      -----------
                                               $ 155,576       $   21,220
                                               ==========      ===========

NOTE G - INCOME TAXES

     The Company operated, for tax purposes, as a partnership under
     provisions of the Internal Revenue Code from November 1, 1995 through
     July 10, 1996.  During this period, losses of Company flowed through
     the partnership. Accordingly, the Company was not subject to federal
     income taxes on Company operating results for the period in which the
     partnership was in existence, and no provision or current liability
     or asset for federal or state income taxes for those periods has been
     reflected.

     Components of the income tax benefit included in the Consolidated
     Statements of Operations is as follows:

                                                          Year ended      
                                                       February 28, 1997
                                                       -----------------
               Current                                  $      -      
               Deferred                                    (159,437)
                    Less valuation allowance                159,437
                                                        -------------
                                                        $      -
                                                        =============

                                      F-13
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE G - INCOME TAXES - CONTINUED

     The pro forma provision for income tax benefit, calculated as if the
     entity had been subjected to income taxation for all periods, is as
     follows:

                                                        Year ended
                                                     February 28 (29)
                                               ----------------------------
                                                  1997             1996
                                               ------------   -------------
            Current                            $      -       $       - 
            Deferred                              (183,034)        (43,500)
                Less valuation allowance           183,034          43,500
                                               ------------   -------------
                                               $      -       $       -
                                               ============   =============

     The tax effects of temporary differences which gave rise to deferred
     tax assets and liabilities at February 28, 1997 are as follows:

          Long-term deferred tax assets (liabilities)
               Net operating loss carryforward                $ 145,600
               Allowance for product returns                     28,349
                                                              ----------
                                                                173,949
            Software developed for internal use                 (14,512)
                                                              ----------
                                                                159,437
               Less valuation allowance                        (159,437)
                                                              ----------
                                                              $    -
                                                              ==========

     Reconciliation of income tax benefit computed at the federal
     statutory rate of 34% and the recorded income tax benefit for 1997 is
     as follows:

          Tax expense benefit at statutory rate                 $(167,350)
          Partnership loss not included in tax provision           23,597
          State taxes, net of federal benefit                     (16,243)
          All other                                                   559
          Operations loss with no current tax benefit             159,437
                                                                ----------
                                                                $    -
                                                                ==========

     There were no deferred tax assets or income tax benefits recorded in the
     financial statements for net deductible temporary differences or the net
     operating loss carryforward due to the fact that the likelihood of
     realization of the related tax benefits cannot be established.  

     At February 28, 1997, the Company has a net operating loss carryforward
     for tax reporting purposes of approximately $390,000, which expires
     during 2012.

                                       F-14
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE H - STOCK OPTIONS AND STOCK AWARDS

     Effective October 13, 1996, the Company adopted a stock option plan
     which provides for the granting of stock options and awards to
     employees, officers and non-employees to purchase up to 4,000,000
     shares of stock, subject to adjustment under certain circumstances. 
     On October 22, 1996, a 4 for 1 stock split increased the number of
     shares available for stock options and awards to 16,000,000.  These
     shares may be issued as incentive stock options, non-qualified stock
     options or awards.   As of February 28, 1997, the Company had granted
     stock options to various officers, directors, employees and
     consultants of the Company covering the aggregate amount of 
     4,935,000 shares of common stock.  Of these options, 2,465,000 are
     non-qualified stock options and 2,470,000 are incentive stock
     options. 

     Incentive stock options:

     Under the plan, incentive stock options may be granted to employees
     and officers.  Of the incentive stock options granted during 1997,
     520,000 vest at 20% annually through October 2001, 1,650,000 vested
     40% in 1997 and 15% each subsequent year through October 2001, and
     300,000 vested 50% in 1997 and 12.5% each subsequent year. The
     exercise price for incentive stock options may not be less than the
     fair market value per share of common stock on the grant date.  In
     the case of incentive stock options granted to an employee possessing
     more than ten percent (10%) of the total combined voting power of all
     classes of stock of the Company, the exercise price may not be less
     than one hundred ten percent (110%) of the fair market value per
     share of common stock on the grant date.  An employee may not be
     granted incentive stock options that would entitle the employee to
     purchase more than $100,000 in fair market value of common stock in
     the year in which the options are exercisable for the first time. 

     Non-qualified options

     Employees, officers, directors and consultants may be granted non-
     qualified options. Directors, officers, employees and consultants are
     also eligible for awards of stock and opportunities to make direct
     purchases of stock in the company.  Of the non-qualified options
     granted during 1997, 1,720,000 vested immediately, 320,000 vested 40%
     in 1997 and 15% will vest each subsequent year through October 2001
     and 200,000 will vest at 20% annually through October 2001.  The
     remaining 225,000 non-qualified options are performance based.  These
     options vest 20% each time the grantee sells a designated number of
     storefronts for the Company.  As of February 28, 1997, no performance
     based options had vested.  The exercise price for non-qualified stock
     options may not be less than the lessor of (i) the book value per
     share of  common stock as of the end of the fiscal year of the
     Company immediately preceding the grant date, or (ii) fifty percent
     (50%) of the fair market value per share of common stock on the grant
     date. 

                                       F-15
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996
      
NOTE H - STOCK OPTIONS AND STOCK AWARDS - CONTINUED

     Fair market value of options granted

     The Company has adopted only the disclosure provisions of Financial
     Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
     (FAS 123).  Therefore, the Company accounts for stock based
     compensation under Accounting Principles Board Opinion No. 25, under
     which no significant compensation cost has been recognized.  Had the
     compensation cost for the stock based compensation been determined
     based upon the fair value of the awards at the grant date consistent
     with the methodology prescribed by FAS 123, the Company's net loss
     and loss per share would have been reduced to the following pro forma
     amounts: 

                                                                 1997
                                                            -------------
          Pro forma net loss          As reported             (492,207)     
                                      Pro forma               (495,901)     
          Pro forma loss per share    As reported                 (.04)     
                                      Pro forma                   (.04)     

     The fair value of these options was estimated at the date of grant
     using the Black-Scholes American option-pricing model with the
     following weighted average assumptions for 1996: expected volatility
     of 88% risk-free interest rate of 6.10% and expected life of  5
     years.  The weighted average fair value of options granted was 0.005
     in 1997. 

     Option pricing models require the input of highly sensitive
     assumptions including the expected stock price volatility.  Also, the
     Company's stock options have characteristics significantly different
     from those of traded options, and changes in the subjective input
     assumptions can materially affect the fair value estimate. 
     Management believes the best input assumptions available were used to
     value the options and the resulting option values are reasonable. 

                                      F-16
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE H - STOCK OPTIONS AND STOCK AWARDS - CONTINUED

     Information with respect to the Company's stock option plan at
     February 28, 1997: 

<TABLE>
<CAPTION>                                                                       Weighted Avg.
                                         Stock Options     Exercise Price      Exercise Price
                                         -------------     --------------     ----------------
     <S>                                 <C>               <C>                <C>
     Outstanding at March 1, 
          1996                                   -                  -                    -
        Granted                             4,935,000         0.25-0.50                  0.34
        Exercised                            (424,000)        0.25-0.50                  0.40
     Outstanding at February 28, 
         1997                               4,511,000         0.25-0.50                  0.33
     Exercisable at February 28, 
         1997                               2,378,000         0.25-0.50                  0.38
</TABLE>

     Additional information about stock options outstanding and
     exercisable at February 28, 1997: 
     
     Options Outstanding:

<TABLE>
<CAPTION>

                         Exercise       Number        Weighted - Avg         Remaining
       Option Type        Prices      Outstanding     Exercise Price     Contractual Life
     ---------------   ------------  -------------    ---------------    -----------------
     <S>               <C>           <C>              <C>                <C>
         Non-           0.25-0.50       2,041,000           0.41               4 years
      qualified    
      Incentive           0.25          2,170,000           0.25               4 years
</TABLE>
<TABLE>
   
     Options Exercisable: 

                         Exercise       Number        Weighted - Avg 
       Option Type        Prices      Excersiable     Exercise Price 
     ---------------   ------------  -------------    ---------------
     <S>               <C>           <C>              <C>            
       Non-qualified    0.25-0.50      1,464,000             0.47   
        Incentive          0.25          914,000             0.25
</TABLE>
     Stock awards

     During 1997, the Company issued 300,000 shares of common stock to a
     consultant who assisted with the reverse merger.  Also during 1997,
     certain key stockholders gave 300,000 shares of common to a
     consultant for services rendered.  The fair market value of the stock
     on the dates of both transactions was $0.02 per share or $12,000.

                                   F-17
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996

NOTE I - COMMITMENT AND CONTINGENCIES

     1.   Litigation

     An entity has filed a lawsuit against the Company claiming $5,500 for
     certain telephone services under a contract.  The Company has filed
     an answer and counter claim  and intends to continue to vigorously
     defend the lawsuit.  In the opinion of management, based on the
     advice of legal Counsel, this lawsuit does not represent a material
     obligation to the Company as of February 28, 1997.

     The Company is also engaged in other various lawsuits both as
     defendant and plaintiff arising through the normal course of
     business.  In the opinion of management, based on the advice of legal
     counsel, these lawsuits do not represent a material obligation to the
     Company as of February 28, 1997.

     2.  Leases

     The following is a schedule of future minimum annual rental payments
     for real property required under an operating lease having a
     remaining noncancelable lease term in excess of one year:

             Year ending
             December 31,
             -------------
                1997                $  99,982
                1998                  102,479
                1999                  105,051
                2000                  107,701
                2001                  110,429
              Thereafter                 -
                                    -----------
                                     $525,642
                                    ===========

     Rent expense totaled approximately $18,211 for the year ended
     February 27, 1997 ($3,900 in 1996).

NOTE J - CONCENTRATION

     Of the Company's total net sales for 1997, 49% were generated from a
     single independent distributor.

NOTE K - RELATED PARTY TRANSACTION

     The Company uses an entity owned by a certain stockholder of the Company
     to order substantially all the goods sold by the Company over the
     Internet.  In addition, the Company purchased $19,450 of equipment from
     this entity during 1997.

                                   F-18
<PAGE>
                 Wealth International, Inc. and Subsidiary

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 February 28, 1997 and February 29, 1996


NOTE L - COMMERCIAL USE OF THE INTERNET

     Critical issues concerning the viable commercial use of the Internet
     remain unresolved and may impact the growth of Internet use.  Such
     issues include security, reliability, cost, ease of use and access, and
     quality of service.  The Company believes that its products and services
     may be economically and commercially marketed using the Internet, and
     furthermore that the number of users of the Internet will continue to
     grow.  Marketing and distribution of the Company's products and services
     will depend in large part on a robust Internet industry and adequate
     infrastructure for providing Internet access and carrying growing
     Internet traffic.  

NOTE M - SUBSEQUENT EVENT

     In August 1997, the Company acquired, pursuant to a license agreement
     and purchase agreement, certain software assets.  Such software assets
     involve Internet commence solution applications, including foundational
     software for the Company's Internet mail, and a web page design system. 
     The total price paid by the Company, including license fees, was
     $85,000.